Exhibit 4.3


 





EXECUTION VERSION





	 



 





MORGAN STANLEY CAPITAL I INC.,

as Depositor


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Master Servicer


 


LNR
PARTNERS, LLC,

as General Special Servicer


 


situs
holdings, LLC,

as ILPT Industrial Portfolio Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

as Trustee


 


and


 


PARK
BRIDGE LENDER SERVICES LLC,

as Operating Advisor and Asset Representations Reviewer


 


 



 


POOLING AND SERVICING AGREEMENT


 


Dated as of November 1, 2019


 


 



 


Morgan Stanley Capital I Trust 2019-L3,

Commercial Mortgage Pass-Through Certificates

Series 2019-L3





	 



 




     


     


    


 


TABLE OF CONTENTS


 





			 	Page
		 	 	
	ARTICLE I
		 	 	
	DEFINITIONS
	Section 1.01	Defined Terms	 	6
	Section 1.02	Certain Calculations	 	127
		 	 	
	ARTICLE II
		 	 	
	CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
		 	 	
	Section 2.01	Conveyance of Mortgage Loans	 	128
	Section 2.02	Acceptance by Trustee	 	134
	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	 	140
	Section 2.04	Execution of Certificates; Issuance of Lower-Tier Regular Interests	 	155
	Section 2.05	Creation of the Grantor Trust	 	156
		  	 	
	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	 	156
	Section 3.02	Collection of Mortgage Loan Payments	 	164
	Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	 	169
	Section 3.04	The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Gain-on-Sale Reserve Account	 	174
	Section 3.05	Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	 	180
	Section 3.06	Investment of Funds in the Collection Account and the REO Account	 	191
	Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	193
	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	 	197
	Section 3.09	Realization Upon Defaulted Loans and Companion Loans	 	202

















 






    -i-


     


    

 





	Section 3.10	Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	 	206
	Section 3.11	Servicing Compensation	 	207
	Section 3.12	Inspections; Collection of Financial Statements	 	216
	Section 3.13	Access to Certain Information	 	221
	Section 3.14	Title to REO Property; REO Account	 	235
	Section 3.15	Management of REO Property	 	237
	Section 3.16	Sale of Defaulted Loans and REO Properties	 	239
	Section 3.17	Additional Obligations of Master Servicer and Special Servicer	 	246
	Section 3.18	Modifications, Waivers, Amendments and Consents	 	249
	Section 3.19	Transfer
    of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	 	258
	Section 3.20	Sub-Servicing Agreements	 	265
	Section 3.21	Interest Reserve Account	 	268
	Section 3.22	Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer	 	269
	Section 3.23	Controlling
    Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing
    Certificateholder	 	269
	Section 3.24	Intercreditor Agreements	 	272
	Section 3.25	Rating Agency Confirmation	 	275
	Section 3.26	The Operating Advisor	 	277
	Section 3.27	Companion Paying Agent	 	285
	Section 3.28	Companion Register	 	285
	Section 3.29	Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans	 	286
	Section 3.30	Certain Matters with Respect to Joint Mortgage Loans	 	288
	Section 3.31	Litigation Control	 	293
	Section 3.32	Delivery of Excluded Information to the Certificate Administrator	 	297
	Section 3.33	Risk Retention Consultation Party; Certain Rights and Powers of Risk Retention Consultation Party	 	297
	Section 3.34	Processing and Consent	 	298
	 		 	
	ARTICLE IV
	 		 	
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 
	Section 4.01	Distributions	 	300
	Section 4.02	Distribution
    Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney.	 	310
	Section 4.03	P&I Advances	 	316
	Section 4.04	Allocation of Realized Losses	 	319
	Section 4.05	Appraisal Reduction Amounts; Collateral Deficiency Amounts	 	320
	Section 4.06	Grantor Trust Reporting	 	325
	Section 4.07	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	 	326
	Section 4.08	Secure Data Room	 	329




 






    -ii-


     


    

 





	ARTICLE V
			 	
	THE CERTIFICATES
	Section 5.01	The Certificates	 	330
	Section 5.02	Form and Registration	 	331
	Section 5.03	Registration of Transfer and Exchange of Certificates	 	333
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	 	341
	Section 5.05	Persons Deemed Owners	 	341
	Section 5.06	Access to List of Certificateholders’ Names and Addresses; Special Notices	 	341
	Section 5.07	Maintenance of Office or Agency	 	343
	Section 5.08	Appointment of Certificate Administrator	 	343
	Section 5.09	[RESERVED]	 	344
	Section 5.10	Voting Procedures	 	344
			 	
	ARTICLE VI
			 	
	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
	OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE
	DIRECTING CERTIFICATEHOLDER AND THE RISK RETENTION CONSULTATION
	PARTY
	 
	Section 6.01	Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer	 	345
	Section 6.02	Liability
    of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations
    Reviewer	 	351
	Section 6.03	Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer	 	351
	Section 6.04	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others	 	353
	Section 6.05	Depositor, Master Servicer and Special Servicer Not to Resign	 	358
	Section 6.06	Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	 	359
	Section 6.07	The Master Servicer and the Special Servicer as Certificate Owner	 	359
	Section 6.08	The Directing Certificateholder	 	359
	 		 	
	ARTICLE VII
	 		 	
	SERVICER TERMINATION EVENTS
	 
	Section 7.01	Servicer Termination Events; Master Servicer and Special Servicer Termination	 	364







 






    -iii-


     


    

 





	Section 7.02	Trustee to Act; Appointment of Successor	 	372
	Section 7.03	Notification to Certificateholders	 	375
	Section 7.04	Waiver of Servicer Termination Events	 	375
	Section 7.05	Trustee as Maker of Advances	 	375
			 	
	ARTICLE VIII
			 	
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	 	376
	Section 8.02	Certain
    Matters Affecting the Trustee and the Certificate Administrator	 	377
	Section 8.03	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	 	380
	Section 8.04	Trustee or Certificate Administrator May Own Certificates	 	380
	Section 8.05	Fees
    and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	 	380
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	 	382
	Section 8.07	Resignation and Removal of the Trustee and Certificate Administrator	 	383
	Section 8.08	Successor Trustee or Certificate Administrator	 	385
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	 	386
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	 	386
	Section 8.11	Appointment of Custodians	 	387
	Section 8.12	Representations and Warranties of the Trustee	 	387
	Section 8.13	Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	 	388
	Section 8.14	Representations and Warranties of the Certificate Administrator	 	389
	Section 8.15	Compliance with the PATRIOT Act	 	390
	 		 	
	ARTICLE IX
	 		 	
	TERMINATION
	 
	Section 9.01	Termination upon Repurchase or Liquidation of All Mortgage Loans	 	390
	Section 9.02	Additional Termination Requirements	 	394
	 		 	
	ARTICLE X
	 		 	
	ADDITIONAL REMIC PROVISIONS
	 
	Section 10.01	REMIC Administration	 	395
	Section 10.02	Use of Agents	 	398
	Section 10.03	Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	 	399
	Section 10.04	Appointment of REMIC Administrators	 	399







 






    -iv-


     


    

 





	ARTICLE XI
	 		 	
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 
	Section 11.01	Intent of the Parties; Reasonableness	 	400
	Section 11.02	Succession; Subcontractors	 	401
	Section 11.03	Filing Obligations	 	403
	Section 11.04	Form 10-D and Form ABS-EE Filings	 	404
	Section 11.05	Form 10-K Filings	 	408
	Section 11.06	Sarbanes-Oxley Certification	 	411
	Section 11.07	Form 8-K Filings	 	412
	Section 11.08	Form 15 Filing	 	414
	Section 11.09	Annual Compliance Statements	 	414
	Section 11.10	Annual Reports on Assessment of Compliance with Servicing Criteria	 	416
	Section 11.11	Annual Independent Public Accountants’ Attestation Report	 	418
	Section 11.12	Indemnification	 	419
	Section 11.13	Amendments	 	422
	Section 11.14	Regulation AB Notices	 	422
	Section 11.15	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	 	422
	Section 11.16	[RESERVED]	 	427
	Section 11.17	Impact of Cure Period	 	427
	 		 	
	ARTICLE XII
	 		 	
	THE ASSET REPRESENTATIONS REVIEWER
	 
	Section 12.01	Asset Review	 	428
	Section 12.02	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	 	434
	Section 12.03	Resignation of the Asset Representations Reviewer	 	435
	Section 12.04	Restrictions of the Asset Representations Reviewer	 	435
	Section 12.05	Termination of the Asset Representations Reviewer	 	436
		 	 	
	ARTICLE XIII
		 	 	
	MISCELLANEOUS PROVISIONS
	 
	Section 13.01	Amendment	 	439
	Section 13.02	Recordation of Agreement; Counterparts	 	443
	Section 13.03	Limitation on Rights of Certificateholders	 	443
	Section 13.04	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	 	444
	Section 13.05	Notices	 	445
	Section 13.06	Severability of Provisions	 	451
	Section 13.07	Grant of a Security Interest	 	451
	Section 13.08	Successors and Assigns; Third Party Beneficiaries	 	452







 






    -v-


     


    

 





	Section 13.09	Article and Section Headings	 	452
	Section 13.10	Notices to the Rating Agencies	 	452







 





	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	[RESERVED]
	EXHIBIT D-4	[RESERVED]
	EXHIBIT D-5	[RESERVED]
	EXHIBIT E	Form of Request for Release
	EXHIBIT F-1	Form of ERISA Representation Letter regarding ERISA Restricted Certificates
	EXHIBIT F-2	Form of ERISA Representation Letter regarding Class V 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 and/or Risk Retention Consultation Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1B	Form of Investor Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1C	Form of Investor Certification for Borrower Party (for Persons other than the Directing Certificateholder, the Risk Retention Consultation Party and/or a Controlling Class Certificateholder)
	EXHIBIT P-1D	Form of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)
	EXHIBIT P-1E	Form of Notice of Excluded Controlling Class Holder
	EXHIBIT P-1F	Form of Notice of Excluded Controlling Class Holder to Certificate Administrator
	EXHIBIT P-1G	Form of Certification of Directing Certificateholder







 






    -vi-


     


    

 





	EXHIBIT P-1H	Form of Certification of the Risk Retention Consultation Party
	EXHIBIT P-2	Form of Certification for NRSROs
	EXHIBIT P-3	Online Market Data Provider Certification
	EXHIBIT Q-1	Initial Custodian Certification/Exception Report
	EXHIBIT Q-2	Final Custodian Certification/Exception Report
	EXHIBIT R-1	Form of Power of Attorney by Trustee for Master Servicer
	EXHIBIT R-2	Form of Power of Attorney by Trustee for Special Servicer
	EXHIBIT S	Initial Companion Holders of Serviced Companion Loans
	EXHIBIT T	Form of Notice Relating to the Non-Serviced Mortgage Loans
	EXHIBIT U	Form of Notice and Certification Regarding Defeasance of Mortgage Loan
	EXHIBIT V	Form of Operating Advisor Annual Report
	EXHIBIT W	Form of Notice from Operating Advisor Recommending Replacement of Special Servicer
	EXHIBIT X	Form of Confidentiality Agreement
	EXHIBIT Y	Form Certification to be Provided with Form 10-K
	EXHIBIT Z-1	Form of Certification to be Provided to Depositor by Certificate Administrator
	EXHIBIT Z-2	Form of Certification to be Provided to Depositor by Master Servicer
	EXHIBIT Z-3	Form of Certification to be Provided to Depositor by Special Servicer
	EXHIBIT Z-4	Form of Certification to be Provided to Depositor by Trustee
	EXHIBIT Z-5	Form of Certification to be Provided to Depositor by Operating Advisor
	EXHIBIT Z-6	Form of Certification to be Provided to Depositor by Custodian
	EXHIBIT Z-7	Form of Certification to be Provided to Depositor by Asset Representations Reviewer
	EXHIBIT AA	Servicing Criteria to be Addressed in Assessment of Compliance
	EXHIBIT BB	Additional Form 10-D Disclosure
	EXHIBIT CC	Additional Form 10-K Disclosure
	EXHIBIT DD	Form 8-K Disclosure Information
	EXHIBIT EE	Additional Disclosure Notification
	EXHIBIT FF	Initial Sub-Servicers
	EXHIBIT GG	Servicing Function Participants
	EXHIBIT HH	Form of Annual Compliance Statement
	EXHIBIT II	Form of Report on Assessment of Compliance with Servicing Criteria
	EXHIBIT JJ	CREFC® Payment Information
	EXHIBIT KK	Form of Notice of Additional Indebtedness Notification
	EXHIBIT LL	[RESERVED]
	EXHIBIT MM	Additional Disclosure Notification (Accounts)
	EXHIBIT NN	Form of Notice of Purchase of Controlling Class Certificate
	EXHIBIT OO	Form of Asset Review Report
	EXHIBIT PP	Form of Asset Review Report Summary
	EXHIBIT QQ	Asset Review Procedures
	EXHIBIT RR	Form of Certification to Certificate Administrator Requesting Access to Secure Data Room
	EXHIBIT SS	Form of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger]
	EXHIBIT TT-1	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
	EXHIBIT TT-2	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
	EXHIBIT UU	[RESERVED]
	 	 
	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 November 1, 2019, between Morgan Stanley Capital I Inc., as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, LNR Partners, LLC, as General Special Servicer, Situs Holdings, LLC, as ILPT Industrial
Portfolio Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association,
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer.


 


PRELIMINARY STATEMENT:


 


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


 


In addition, the parties
intend that the portion of the Trust Fund consisting of the 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 LE, Class LF, Class LG, Class LH and Class LJRR 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)	 	$	11,300,000	 
	Class LA2	 	(1)	 	$	9,200,000	 
	Class LASB	 	(1)	 	$	24,600,000	 
	Class LA3	 	(1)	 	$	243,051,000	 
	Class LA4	 	(1)	 	$	426,667,000	 
	Class LAS	 	(1)	 	$	94,458,000	 
	Class LB	 	(1)	 	$	53,612,000	 
	Class LC	 	(1)	 	$	44,676,000	 
	Class LD	 	(1)	 	$	26,805,000	 
	Class LE	 	(1)	 	$	20,424,000	 
	Class LF	 	(1)	 	$	11,488,000	 
	Class LG	 	(1)	 	$	10,212,000	 
	Class LH	 	(1)	 	$	10,211,000	 
	Class LJRR	 	(1)	 	$	34,465,361	 
	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 X-F, Class X-G, Class X-H, Class B, Class C, Class D, Class E,
Class F, Class G, Class H and Class J-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	 	2.1790%	 	$	11,300,000	 
	Class A-2 Certificates	 	2.5290%	 	$	9,200,000	 
	Class A-SB Certificates	 	3.0670%	 	$	24,600,000	 
	Class A-3 Certificates	 	2.8740%	 	$	243,051,000	 
	Class A-4 Certificates	 	3.1270%	 	$	426,667,000	 
	Class X-A Certificates	 	0.6453%	 	$	714,818,000	(1)
	Class X-B Certificates	 	0.0840%	 	$	192,746,000	(1)
	Class A-S Certificates	 	3.4900%	 	$	94,458,000	 
	Class B Certificates	 	3.6615%	 	$	53,612,000	 
	Class C Certificates	 	3.6615%	 	$	44,676,000	 
	Class X-D Certificates	 	1.1615%	 	$	47,229,000	(1)
	Class X-F Certificates	 	0.9115%	 	$	11,488,000	(1)
	Class X-G Certificates	 	0.9115%	 	$	10,212,000	(1)
	Class X-H Certificates	 	0.9115%	 	$	10,211,000	(1)
	Class D Certificates	 	2.5000%	 	$	26,805,000	 
	Class E Certificates	 	2.5000%	 	$	20,424,000	 
	Class F Certificates	 	2.7500%	 	$	11,488,000	 
	Class G Certificates	 	2.7500%	 	$	10,212,000	 
	Class H Certificates	 	2.7500%	 	$	10,211,000	 
	Class J-RR Certificates	 	3.6615%	 	$	34,465,361	 
	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, Class X-D, Class X-F, Class X-G or Class
                                         X-H 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 



 






    -3-


     


    

 


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.


 


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 $1,021,169,362.00.


 


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)
	GNL Office and Industrial Portfolio	Non-Serviced Whole Loan	CF 2019-CF2 PSA	GNL Office and Industrial Portfolio Mortgage Loan	GNL Office and Industrial Portfolio Non-Serviced Pari Passu Companion Loans 
	Parklawn Building	Serviced Pari Passu Whole Loan	N/A	The Parklawn Building Mortgage Loan	The Parklawn Building Serviced Pari Passu Companion Loans
	East Village Multifamily Portfolio	Serviced Pari Passu Whole Loan	N/A	East Village Multifamily Portfolio Mortgage Loan	East Village Multifamily Portfolio Serviced Pari Passu Companion Loans
	Grand Canal Shoppes	Non-Serviced Whole Loan	MSC 2019-H7 PSA	Grand Canal Shoppes Mortgage Loan	Grand Canal Shoppes Non-Serviced Pari Passu Companion Loans and Grand Canal Shoppes Non-Serviced Subordinate Companion Loan
	ILPT Industrial Portfolio	Serviced AB Whole Loan	N/A	ILPT Industrial Portfolio Mortgage Loan	ILPT Industrial Portfolio Serviced Pari Passu Companion Loans and ILPT Industrial Portfolio 



 






    -4-


     


    

 


	 	 	 	 	Non-Serviced
    Subordinate Companion Loans
	Royal
    Palm Place	Servicing
    Shift Whole Loan	N/A(1)	Royal
    Palm Place Mortgage Loan	Royal
    Palm Place Pari Passu Companion Loan
	Wells
    Fargo Place	Serviced
    Pari Passu Whole Loan	N/A	Wells
    Fargo Place Mortgage Loan	Wells
    Fargo Place Serviced Pari Passu Companion Loan
	Bushwick
    Avenue Portfolio	Non-Serviced
    Whole Loan	CF
    2019-CF2 PSA	Bushwick
    Avenue Portfolio Mortgage Loan	Bushwick
    Avenue Portfolio Non-Serviced Pari Passu Companion Loans
	Osborn
    Triangle	Non-Serviced
    Whole Loan	JPMCC
    2019-OSB TSA	Osborn
    Triangle Mortgage Loan	Osborn
    Triangle Non-Serviced Pari Passu Companion Loans and Osborn Triangle Non-Serviced Subordinate Companion Loan
	American
    Metro Center	Serviced
    Pari Passu Whole Loan	N/A	American
    Metro Center Mortgage Loan	American
    Metro Center Serviced Pari Passu Companion Loan
	Hilton
    Portfolio	Non-Serviced
    Whole Loan	CF
    2019-CF2 PSA	Hilton
    Portfolio Mortgage Loan	Hilton
    Portfolio Non-Serviced Pari Passu Companion Loans
	National
    Anchored Retail Portfolio	Non-Serviced
    Whole Loan	BANK
    2019-BNK21 PSA	National
    Anchored Retail Portfolio Mortgage Loan	National
    Anchored Retail Portfolio Non-Serviced Pari Passu Companion Loans 



 





 



 



		(1)	On
                                         and after the related Controlling Companion Loan Securitization Date, the related Non-Serviced
                                         PSA shall be the Royal Palm Place 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:


 






    -5-


     


    

 


ARTICLE
I



DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -6-


     


    

 


to
the occurrence and continuance of a Consultation Termination Event (and subject to the DCH Limitations), after non-binding consultation
with the Directing Certificateholder as provided in Section 6.08 hereof) (or, with respect to a Serviced AB Whole Loan,
and prior to any related Serviced AB Control Appraisal Period, with the consent of the related Serviced AB Whole Loan Controlling
Holder to the extent required under the related Intercreditor Agreement), and (ii) with respect to a Specially Serviced Loan that
is not an Excluded RRCP Loan, after consultation with the Risk Retention Consultation Party to the extent required by Section
6.08) that either (a) such insurance is not available at commercially reasonable rates and that such hazards are not
at the time commonly insured against for properties similar to the related Mortgaged Property and located in or around the region
in which such related Mortgaged Property is located, or (b) such insurance is not available at any rate; provided,
that the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan, the Serviced AB Whole Loan Controlling Holder
prior to any Serviced AB Control Appraisal Period to the extent required under the related Intercreditor Agreement) and the Risk
Retention Consultation Party will not have more than thirty (30) days to respond to the Special Servicer’s request for such
consent or consultation; provided, further, that upon the Special Servicer’s determination, consistent with
the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult with the Directing Certificateholder,
the Risk Retention Consultation Party 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).


 






    -7-


     


    

 


“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.


 


“American Metro
Center Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of October 4, 2019, by and between the holders
of the respective promissory notes evidencing the American Metro Center Whole Loan, relating to the relative rights of such holders
of the American Metro Center Whole Loan, as the same may be amended in accordance with the terms thereof.


 


“American Metro
Center Mortgage Loan”: With respect to the American Metro Center 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-1,
and is pari passu in right of payment with the American Metro Center Serviced Pari Passu Companion Loan to the extent set
forth in the American Metro Center Intercreditor Agreement.


 


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


 






    -8-


     


    

 


“American Metro
Center Serviced Pari Passu Companion Loan”: With respect to the American Metro Center 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 American Metro Center Mortgaged Property, which is not included in the Trust and which is pari passu in right of
payment to the American Metro Center Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided
in the American Metro Center Intercreditor Agreement.


 


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


 


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





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


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


 


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







 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 


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


 


“Appraisal Reduction
Amount”: For any Distribution Date and for any Serviced Mortgage Loan or Serviced Whole Loan as to which any Appraisal
Reduction Event has occurred, will be an amount, calculated by the Special Servicer (and, prior to the occurrence of a Consultation
Termination Event, in consultation with the Directing Certificateholder (subject to the DCH Limitations) and, after the occurrence
and during the continuance of a Consultation Termination Event, in consultation with the Operating Advisor), as of the first Determination
Date that is at least ten (10) Business Days following the 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


 






    -9-


     


    

 


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 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.


 






    -10-


     


    

 


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 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


 






    -11-


     


    

 


Property,
the appraised value allocable thereto, as determined pursuant to the applicable Non-Serviced PSA.


 


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


 


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


 


“ARD Loan”:
Any Mortgage Loan that is identified on the Mortgage Loan Schedule as having an Anticipated Repayment Date. As of the Closing Date,
there are no ARD Loans related to the Trust.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Asset 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.


 






    -12-


     


    

 


“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).


 


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


 


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


 


“Assumed Scheduled
Payment”: For any Collection Period and with respect to any Mortgage Loan that is delinquent in respect of its Balloon
Payment or any REO Loan (excluding, for purposes of determining or making P&I Advances, the portion allocable to any related
Companion Loan), an amount equal to the sum of (a) the principal portion of the Periodic Payment


 






    -13-


     


    

 


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):


 


(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


 






    -14-


     


    

 


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);


 


(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.


 






    -15-


     


    

 


“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-BNK21
PSA”: The pooling and servicing agreement, dated as of October 1, 2019, between Banc of America Merrill Lynch Commercial
Mortgage Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special
servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee,
and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer. The BANK 2019-BNK21 PSA governs
the servicing of the National Anchored Retail Portfolio 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).


 


“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.


 


“Bushwick Avenue
Portfolio Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of August 9, 2019, by and among the holders
of the respective promissory notes evidencing the Bushwick Avenue Portfolio Whole Loan, relating to the relative rights of such
holders, as the same may be amended in accordance with the terms thereof.


 






    -16-


     


    

 


“Bushwick Avenue
Portfolio Mortgage Loan”: With respect to the Bushwick Avenue Portfolio Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 9 on the Mortgage Loan Schedule), which is evidenced by promissory notes A-3
and A-4 and is pari passu in right of payment with the Bushwick Avenue Portfolio Non-Serviced Pari Passu Companion Loans
to the extent set forth in the Bushwick Avenue Portfolio Intercreditor Agreement.


 


“Bushwick Avenue
Portfolio Mortgaged Property”: The portfolio of Mortgaged Properties that collectively secure the Bushwick Avenue Portfolio
Whole Loan.


 


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


 


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


 


“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-L3, as executed and delivered by the
Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


“Certificate
Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, or if any successor
certificate administrator is appointed


 






    -17-


     


    

 


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 0.00686% 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 outstanding
and any Class X-F, Class X-G, Class X-H, Class F, Class G, Class H or Class J-RR Certificate registered in the name of or beneficially
owned by the Holder of the VRR Interest shall be deemed not to be outstanding (provided that notwithstanding the foregoing,
(x) any Controlling Class Certificates owned by an Excluded Controlling Class Holder shall not be deemed to be outstanding
as to such Excluded Controlling Class Holder solely with respect to any related Excluded Controlling Class


 






    -18-


     


    

 


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.


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 






    -19-


     


    

 


“CF 2019-CF2
PSA”: The pooling and servicing agreement, dated as of October 1, 2019, between CCRE Commercial Mortgage Securities,
L.P., as depositor, KeyBank National Association, as Master Servicer and as a Special Servicer solely with respect to the Stanwix
whole loan, LNR Partners, LLC, as a special servicer, Citibank, N.A., as trustee, Citibank, N.A., as certificate administrator,
paying agent and custodian, Park Bridge Lender Services LLC, as operating advisor, and Park Bridge Lender LLC, as asset representations
reviewer. The CF 2019-CF2 PSA governs the servicing of the GNL Office and Industrial Portfolio Whole Loan, the Bushwick Avenue
Portfolio Whole Loan and the Hilton Portfolio 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.


 


“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.


 






    -20-


     


    

 


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


 


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


 


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


 


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


 


“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 LE Uncertificated Interest”,
“Class LF Uncertificated Interest”, “Class LG Uncertificated Interest, “Class LH Uncertificated
Interest” and “Class LJRR 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.


 






    -21-


     


    

 


“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, Class X-D, Class X-F, Class X-G and Class X-H 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 aggregate of the Certificate Balances of the Class D and Class E Certificates.


 


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


 


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


 






    -22-


     


    

 


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


 


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


 


“Class X-H Certificate”:
A Certificate designated as “Class X-H” 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-H Notional
Amount”: As of any date of determination, the Certificate Balance of the Class H 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.


 


“Closing Date”:
November 21, 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


 






    -23-


     


    

 


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 “Wells Fargo Bank,
National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the
registered holders of Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3, Collection
Account”. Any such account or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement and taking
into account that each Serviced Companion Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage
Loan to the extent set forth in the related Intercreditor Agreement, the subaccount described in the second paragraph of Section
3.04(b) that is part of the Collection Account shall be for the benefit of the related Companion Holder, to the extent funds
on deposit in such subaccount are attributed to such Companion Loan and shall not be an asset of the Trust, any Trust REMIC or
the Grantor Trust.


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


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


 


“Companion Distribution
Account”: With respect to any Serviced Companion Loan, the separate account or subaccount of the Collection Account created
and maintained by the Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which
shall be entitled “Wells Fargo 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-L3, Commercial
Mortgage Pass-Through Certificates, Series 2019-L3, 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.


 






    -24-


     


    

 


“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 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-


     


    

 


25%
of the Original Certificate Balance of that Class, in each case without regard to the application of any Cumulative Appraisal
Reduction Amounts; provided, that a Consultation Termination Event shall be deemed not continuing in the event that the
Certificate Balances of the Principal Balance Certificates other than the Control Eligible Certificates have been reduced to zero
as a result of the allocation of principal payments on the Mortgage Loans.


 


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


 


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


 


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


 






    -26-


     


    

 


Agreement
is located: (i) with respect to the Trustee, at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee
MSC 2019-L3; and (ii) with respect to the Certificate Administrator (A) with respect to Certificate transfers and surrenders,
at 600 South 4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479 and (B) otherwise, at 9062 Old Annapolis Road,
Columbia, Maryland 21045, Attention: Corporate Trust Services, MSC 2019-L3.


 


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


 


“Credit Risk
Retention Agreement”: The Credit Risk Retention Agreement, dated and effective as of the Closing Date, between the Sponsors,
Starwood Conduit CMBS Vertical Retention I LLC, Starwood CMBS Horizontal Retention MSC 2019-L3 LLC 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


 






    -27-


     


    

 


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


 


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


 


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


 


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


 


“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.


 






    -28-


     


    

 


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


 


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


 


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


 






    -29-


     


    

 


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


 


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


 


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


 


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


 


“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


 






    -30-


     


    

 


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


 


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


 


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


 


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


 


“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.


 






    -31-


     


    

 


“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
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).


 






    -32-


     


    

 


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


 


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


 


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


 


“Custodian”:
The Certificate Administrator or any other Person who is at any time appointed by the Certificate Administrator pursuant to Section
8.11 as a document custodian for the Mortgage Files, which Person shall not be the Depositor, any of the Mortgage Loan Sellers
or an Affiliate of any of them. The Certificate Administrator shall be the initial Custodian. 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 November 2019, or with respect to any Mortgage
Loan that has its first Due Date after November 2019, the date that would have otherwise been the related Due Date in November
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


 






    -33-


     


    

 


be
determined without giving effect to any Grace Period permitted by the related Mortgage or Mortgage Note and without regard to
any acceleration of payments under the related Mortgage and Mortgage Note or (ii) as to which the Special Servicer has, by
written notice to the related Mortgagor, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note.
For the avoidance of doubt, a defaulted Companion Loan does not constitute a “Defaulted Loan”.


 


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


 


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


 


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


 


“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.


 






    -34-


     


    

 


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


 


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


 


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


 






    -35-


     


    

 


the
policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant
to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy;


 


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


 


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


 


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


 


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


 


(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;


 






    -36-


     


    

 


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


 


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


 


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


 


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


 


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


 


(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;


 






    -37-


     


    

 


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


 


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


 


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


 


“Directly Operate”:
With respect to any REO Property (except with respect to a Non-Serviced Mortgaged Property), the furnishing or rendering of services
to the tenants thereof, that are not customarily provided to tenants in connection with the rental of space “for occupancy


 






    -38-


     


    

 


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


 


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


 






    -39-


     


    

 


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 December 2019. The initial
Distribution Date shall be December 17, 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.


 






    -40-


     


    

 


“East Village
Multifamily Portfolio Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of September 9, 2019, by and
between the holders of the respective promissory notes evidencing the East Village Multifamily Portfolio Whole Loan, relating to
the relative rights of such holders of the East Village Multifamily Portfolio Whole Loan, as the same may be amended in accordance
with the terms thereof.


 


“East Village
Multifamily Portfolio Mortgage Loan”: With respect to the East Village Multifamily Portfolio 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, A-2 and A-3, and is pari passu in right of payment with the East Village Multifamily Portfolio
Serviced Pari Passu Companion Loans to the extent set forth in the East Village Multifamily Portfolio Intercreditor Agreement.


 


“East Village
Multifamily Portfolio Mortgaged Property”: The portfolio of Mortgaged Properties that collectively secure the East Village
Multifamily Portfolio Whole Loan.


 


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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


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


 


“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee or the Certificate Administrator), (A) the long-term 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


 






    -41-


     


    

 


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, 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, if the deposits are to be held in such account for less than thirty (30) days;
(ii) an account or accounts maintained with Wells Fargo Bank, National Association so long as 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 “F1” by Fitch (if the deposits are to be
held in the account for thirty (30) days or less); (iii) an account or accounts maintained with KeyBank National Association so
long as such depository’s long-term unsecured debt or deposit accounts are rated at least “BBB” from S&P
and “A” from Fitch (if the deposits are to be held in the account for more than thirty (30) days) or KeyBank National
Association’s short-term deposit account or short-term unsecured debt rating shall be at least “A-2” from S&P
and “F1” from Fitch (if the deposits are to be held in the account for thirty (30) days or less), (iv) 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; (v) any other account or accounts not listed in clauses (i) – (iii) 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 (vi) a segregated trust account or accounts maintained with the corporate trust department
of a federal or state chartered depository institution or trust company that has a long-term unsecured debt rating of at least
“A2” from Moody’s (if the deposits are to be held in the account for more than thirty (30) days) or a short-term
unsecured debt rating of at least “P-1” from Moody’s (if the deposits are to be held in the account for thirty
(30) days or less) and that, in either case, has corporate trust powers, acting in its fiduciary capacity, provided that
any state chartered depository institution or trust company is subject to regulation regarding fiduciary funds substantially similar
to 12 C.F.R. § 9.10(b). Eligible Accounts may bear interest. No Eligible Account shall be evidenced by a certificate
of deposit, passbook or other similar instrument.


 


“Eligible Asset
Representations Reviewer”: An entity that (a) is the special servicer, operating advisor or asset representations
reviewer on a transaction rated by any of 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,


 






    -42-


     


    

 


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


 


“Eligible Operating
Advisor”: An entity (a) that is a special servicer or operating advisor on a 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
is not (and is not affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, a Mortgage Loan Seller, the Directing Certificateholder, the Risk Retention Consultation Party, a Borrower Party, or
a depositor, a trustee, a certificate administrator, a master servicer or a special servicer with respect to the securitization
of a Companion Loan, or any of their respective Affiliates; (d) 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; and (e) that
(i) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters
and has at least five (5) years of experience in collateral analysis and loss projections and (ii) has at least five (5) years
of experience in commercial real estate asset management and experience in the workout and management of distressed commercial
real estate assets.


 


“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.


 






    -43-


     


    

 


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


 


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


 


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


 


“ERISA Restricted
Certificate”: Any Certificate (other than a Class V or Class R Certificate) that does not meet the rating requirements
of Prohibited Transaction Exemption 90-24 or Department Final Authorization Number 2011-05E (as such exemptions may be amended
from time to time) as of the date of the acquisition of such Certificate by a Plan. As of the Closing Date, each of the Class X-F,
Class X-G, Class X-H, Class F, Class G, Class H and Class J-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. There are no ARD Loans
included in the Trust Fund and accordingly, no Excess Interest is payable to the Trust and all references in this Agreement to
“Excess Interest” shall be disregarded.


 


“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 Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through
Certificates, Series 2019-L3, 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. There are no ARD Loans included in the Trust Fund and, accordingly, no Excess
Interest Distribution Account will be established with respect to the Trust and all references in this Agreement to “Excess
Interest Distribution Account” shall be disregarded.


 






    -44-


     


    

 


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


 






    -45-


     


    

 


“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 0%.


 


“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. For the avoidance of doubt, there is no Excess
Servicing Fee Right related to the Trust.


 


“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 DCH Loan. As
of the Closing Date, there are no Excluded Controlling Class Loans related to the Trust.


 


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


 


“Excluded Information”:
With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling Class Loan, which
shall include any Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports related to Specially
Serviced Loans conducted by a Special Servicer or any Excluded Special Servicer and which may include any Operating Advisor reports
delivered to the Certificate Administrator


 






    -46-


     


    

 


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


 


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


 


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


 


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


 


“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


 






    -47-


     


    

 


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.


 


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


 


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


 


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


 


“Final Asset
Status Report”: With respect to any Specially Serviced Loan, the initial Asset Status Report (together with such other
data or supporting information provided by the Special Servicer to the Directing Certificateholder 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).


 


“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 or 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


 






    -48-


     


    

 


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.


 


“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 Wilmington
Trust, National Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Capital I Trust 2019-L3, Commercial
Mortgage Pass-Through


 






    -49-


     


    

 


Certificates,
Series 2019-L3, Gain-on-Sale Reserve Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible
Account.


 


“General Special
Servicer”: LNR Partners, LLC and its successors in interest and assigns, or any successor special servicer appointed
as provided herein (including with respect to any related 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).


 


“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 Agreement between Note Holders, 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. 4 on the Mortgage Loan Schedule), which is evidenced by the related promissory notes A-1-3
and A-1-5, which is pari passu in right of payment with Grand Canal Shoppes Non-Serviced Pari Passu Companion Loans and
generally senior in right of payment to the Grand Canal Shoppes Non-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 Non-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-1-1, A-1-2, A-1-4, A-1-6, A-1-7, A-1-8,
A-2-1, A-2-2-1, A-2-2-2, A-2-3, A-2-4, A-2-5, A-3-1, A-3-2, A-3-3-1, A-3-3-2, 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 Non-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 Non-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.


 






    -50-


     


    


 


“Grand Canal
Shoppes Purchase Option Holder”: With respect to the Grand Canal Shoppes Mortgage Loan, Venetian Casino Resort, LLC or
such other party designated 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 Whole Loan”: The Grand Canal Shoppes Mortgage Loan, together with the Grand Canal Shoppes Non-Serviced Pari Passu
Companion Loans, the Grand Canal Shoppes Non-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 Non-Serviced Pari Passu Companion
Loans and the Grand Canal Shoppes Non-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.


 


“GNL Office
and Industrial Portfolio Intercreditor Agreement”: That certain Agreement Between Noteholders, dated as of September
12, 2019, by and among the holders of the respective promissory notes evidencing the GNL Office and Industrial Portfolio Whole
Loan, relating to the relative rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“GNL Office
and Industrial Portfolio Mortgage Loan”: With respect to the GNL Office and Industrial Portfolio 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
promissory notes A-3, A-5 and A-6 and is pari passu in right of payment with the GNL Office and Industrial Portfolio Non-Serviced
Pari Passu Companion Loans to the extent set forth in the GNL Office and Industrial Portfolio Intercreditor Agreement.


 


“GNL Office
and Industrial Portfolio Mortgaged Property”: The portfolio of Mortgaged Properties that collectively secure the GNL
Office and Industrial Portfolio Whole Loan.


 






    -51-


     


    



 


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


 


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


 


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


 


“Hilton Portfolio
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of August 9, 2019, by and among the holders of the
respective promissory notes evidencing the Hilton Portfolio Whole Loan, relating to the relative rights of such holders, as the
same may be amended in accordance with the terms thereof.


 


“Hilton Portfolio
Mortgage Loan”: With respect to the Hilton Portfolio Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 24 on the Mortgage Loan Schedule), which is evidenced by promissory note A-3 and is pari passu
in right of payment with the Hilton Portfolio Non-Serviced Pari Passu Companion Loans to the extent set forth in the Hilton Portfolio
Intercreditor Agreement.


 


“Hilton Portfolio
Mortgaged Property”: The portfolio of Mortgaged Properties that collectively secure the Hilton Portfolio Whole Loan.


 


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


 






    -52-


     


    

 


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


 


“HRR Certificates”:
The Class J-RR Certificates.


 


“ILPT Industrial
Portfolio Intercreditor Agreement”: That certain Intercreditor Agreement, dated as of November 15, 2019, by and between
the holders of the respective promissory notes evidencing the ILPT Industrial Portfolio Whole Loan, relating to the relative rights
of such holders of the ILPT Industrial Portfolio Whole Loan, as the same may be amended in accordance with the terms thereof.


 


“ILPT Industrial
Portfolio Mortgage Loan”: With respect to the ILPT Industrial Portfolio 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 ILPT Industrial Portfolio Serviced Pari Passu Companion Loans to the
extent set forth in the ILPT Industrial Portfolio Intercreditor Agreement.


 


“ILPT Industrial
Portfolio Mortgaged Property”: The portfolio of Mortgaged Properties that collectively secure the ILPT Industrial Portfolio
Whole Loan.


 


“ILPT Industrial
Portfolio Serviced Pari Passu Companion Loans”: With respect to the ILPT Industrial 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-5, A-6, A-7 and A-8 made
by the related Mortgagor and secured by the Mortgages on the ILPT Industrial Portfolio Mortgaged Property, which are not included
in the Trust and which are pari passu in right of payment to the ILPT Industrial Portfolio Mortgage Loan to the extent set
forth in the related Mortgage Loan documents and as provided in the ILPT Industrial Portfolio Intercreditor Agreement.


 


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


 


“ILPT Industrial
Portfolio Special Servicer”: Situs Holdings, LLC, and its successors-in-interest and assigns, or any successor special
servicer appointed as provided herein (including with respect to any related 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).


 






    -53-


     


    

 


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


 


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


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust
within the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership
test set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any
Class of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall
be at no expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder or the Trust, delivered
to the Trustee, any Companion Holder, the Certificate Administrator and the Master Servicer), so long as the Trust does not receive
or derive any income from such Person and provided that the relationship between such Person and


 






    -54-


     


    

 


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, KeyBanc Capital Markets Inc., Cantor Fitzgerald & Co. and Siebert Williams Shank & Co., LLC.


 


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


 


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


 


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


 


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


 


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


 






    -55-


     


    

 


“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 GNL Office and Industrial Portfolio Intercreditor Agreement, the Parklawn Building Intercreditor
Agreement, the East Village Multifamily Portfolio Intercreditor Agreement, the Grand Canal Shoppes Intercreditor Agreement, the
ILPT Industrial Portfolio Intercreditor Agreement, the Royal Palm Place Intercreditor Agreement, the Wells Fargo Place Intercreditor
Agreement, the Bushwick Avenue Portfolio Intercreditor Agreement, the Osborn Triangle Intercreditor Agreement, the American Metro
Center Intercreditor Agreement, the Hilton Portfolio Intercreditor Agreement and the National Anchored Retail Portfolio Intercreditor
Agreement and any Serviced AB Intercreditor Agreement, (b) any intercreditor agreement entered into in connection with the issuance
to the direct or indirect equity holders in the Mortgagor of any existing mezzanine indebtedness or any future mezzanine indebtedness
permitted under the related Mortgage Loan documents, and (c) solely with respect to a Joint Mortgage Loan treated as a Serviced
Whole Loan in accordance with Section 3.30 hereof


 






    -56-


     


    

 


(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 Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Capital
I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3, 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.


 


“Interested
Person”: As of the date of any determination, the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Directing Certificateholder, the Risk
Retention


 






    -57-


     


    

 


Consultation
Party, any Sponsor, any Borrower Party, any Independent Contractor engaged by the Special Servicer, or any known Affiliate of
any of the preceding entities. With respect to a Whole Loan if it is a Defaulted Loan, the Depositor, the Master Servicer, the
Special Servicer (or any Independent Contractor engaged by such Special Servicer), or the trustee for the securitization of a
Companion Loan, and each related Companion Holder or its representative, any holder of a related mezzanine loan, or any known
Affiliate of any such party described above.


 


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


 


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


 


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


 


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


 


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


 






    -58-


     


    

 


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”: 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.


 


“JPMCC 2019-OSB
TSA”: The trust and servicing agreement, dated as of June 13, 2019, between J. P. Morgan Chase Commercial Mortgage Securities
Corp., as depositor, KeyBank National Association, as servicer, Situs Holdings, LLC, as special servicer, Wells Fargo Bank, National
Association, as trustee and as certificate administrator, and Park Bridge Lender Services LLC, as operating advisor. The JPMCC
2019-OSB TSA governs the servicing of the Osborn Triangle Whole Loan.


 


“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.


 


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


 


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


 


“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


 






    -59-


     


    

 


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.


 


“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).


 


“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;


 






    -60-


     


    

 


(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 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% (or, with respect to the ILPT Industrial Portfolio Whole Loan, 0.50%) 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


 






    -61-


     


    

 


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 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 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 LE, Class LF, Class LG, Class LH and Class LJRR Uncertificated Interests.


 






    -62-


     


    

 


“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 Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage
Pass-Through Certificates, Series 2019-L3, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts
shall be an Eligible Account.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


“Major Decision”:
Any of the following actions:


 


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


 


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


 


(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;


 






    -63-


     


    

 


(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 (except as other provided in
clause (e) of the definition of “Special Servicer Decision”) 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 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


 






    -64-


     


    

 


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”,


 


provided, that
with respect to the ILPT Industrial Portfolio 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, Wells Fargo 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).


 






    -65-


     


    

 


“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).


 


“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 Wilmington Trust, National Association, as Trustee
for Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3, without recourse, representation
or warranty” or “Pay to the order of Wilmington Trust, National Association, as Trustee for Morgan Stanley Capital
I Trust 2019-L3 for the benefit of the Commercial Mortgage Pass-Through Certificates Series 2019-L3 Certificateholders, without
recourse, representation or warranty” or, if the original


 






    -66-


     


    

 


Mortgage
Note is not included therein, then a lost note affidavit and indemnity with a copy of the Mortgage Note attached thereto;


 


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


 


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


 


(iv)        
an original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording, signed by the
holder of record in blank or in favor of “Wilmington Trust, National Association, as Trustee for Morgan Stanley Capital I
Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3” or “Wilmington Trust, National Association,
as Trustee for Morgan Stanley Capital I Trust 2019-L3 for the benefit of the Commercial Mortgage Pass-Through Certificates Series
2019-L3 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 “Wilmington Trust, National Association, as Trustee for Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage
Pass-Through Certificates, Series 2019-L3” (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;


 






    -67-


     


    

 


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


 


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


 


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


 


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


 


(xii)        
the original of each letter of credit, if any, constituting additional collateral for such Mortgage Loan, which shall either
(A) name as beneficiary “Wells Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of registered holders of Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through
Certificates, Series 2019-L3” or (B) be accompanied by all documentation necessary in order to transfer all rights of the
named beneficiary in such letter of credit to the Master Servicer on behalf of the Trustee and to receive, after presentment by
the Master Servicer (in accordance with Section 3.01(f)) to the bank issuing such letter of credit, a reissued letter of
credit in the name of the Master Servicer on behalf of the Trustee;


 


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


 


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


 


(xv)        
copies of any environmental insurance policy;


 


(xvi)       
copies of any affidavit and indemnification agreement;


 


(xvii)      
if the related Mortgaged Property is a hospitality property that is subject to a franchise, management or similar arrangement,
(a) an original or a copy of any franchise, management or similar agreement provided to the applicable Mortgage Loan Seller in
connection with such Mortgage Loan Seller’s origination or acquisition of the Mortgage Loan; (b) a copy of any related estoppel
certificate or any comfort letter delivered by the franchisor for the benefit of the holder of the Mortgage Loan in connection
with the


 






    -68-


     


    

 


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 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


 






    -69-


     


    

 


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 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,


 






    -70-


     


    

 


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;


 


(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;


 






    -71-


     


    

 


(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) Starwood Mortgage Capital LLC, a Delaware limited liability company, or its successor in interest,
(iii) Argentic Real Estate Finance LLC, a Delaware limited liability company, or its successor in interest, (iv) KeyBank National
Association, a national banking association, or its successor in interest, and (v) 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.


 


“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.


 






    -72-


     


    

 


“MSC 2019-H7
PSA”: The pooling and servicing agreement, dated as of April 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. The MSC 2019-H7 PSA governs the servicing of the Grand Canal Shoppes Whole Loan.


 


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


 


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


 


“National Anchored
Retail Portfolio Intercreditor Agreement”: That certain Agreement between Note Holders, dated as of October 23, 2019,
by and between the holders of the respective promissory notes evidencing the National Anchored Retail Portfolio Whole Loan, relating
to the relative rights of such holders, as the same may be amended in accordance with the terms thereof.


 


“National Anchored
Retail Portfolio Mortgage Loan”: With respect to the National Anchored Retail Portfolio Whole Loan, the Mortgage Loan
that is included in the Trust (identified as Mortgage Loan No. 25 on the Mortgage Loan Schedule), which is evidenced by the
related promissory note A-2-1 and is pari passu in right of payment with the National Anchored Retail Portfolio Non-Serviced
Pari Passu Companion Loans to the extent set forth in the National Anchored Retail Portfolio Intercreditor Agreement.


 


“National Anchored
Retail Portfolio Mortgaged Property”: The portfolio of Mortgaged Properties that collectively secure the National Anchored
Retail Portfolio Whole Loan.


 


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


 


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


 


“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


 






    -73-


     


    

 


the
aggregate of all interest and other income realized during such period on funds relating to the Trust held in such account, exceeds
the aggregate of all losses, if any, incurred during such period in connection with the investment of such funds in accordance
with Section 3.06.


 


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


 


“Net Mortgage
Rate”: With respect to each Mortgage Loan as of any date of determination, a rate per annum equal to the related
Mortgage Rate then in effect (without regard to any increase in the interest rate of any ARD Loan after its respective Anticipated
Repayment Date), minus the related Administrative Cost Rate; provided, that for purposes of calculating Pass-Through
Rates 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 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.


 






    -74-


     


    

 


“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.


 


“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


 






    -75-


     


    

 


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 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


 






    -76-


     


    

 


business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain at the expense of the
Trust any reasonably required analysis, Appraisals or market value estimates or other information for making a recoverability
determination. Absent bad faith, the Master Servicer’s, the Special Servicer’s or the Trustee’s determination
as to the recoverability of any P&I Advance shall be conclusive and binding on the Certificateholders. The determination by
the Master Servicer, the Special Servicer or the Trustee, as the case may be, that a Nonrecoverable P&I Advance has been made
or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, or any updated or changed recoverability
determination, shall be evidenced by an Officer’s Certificate delivered by either the Special Servicer or the Master Servicer
to the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but only prior to the occurrence
of a Consultation Termination Event and subject to the DCH Limitations) (and in the case of a Serviced Mortgage Loan that has
a related Serviced Pari Passu Companion Loan, any Other Servicer), the Operating Advisor (but only in the case of the Special
Servicer) and the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor
and the Certificate Administrator (and, in the case of a Serviced Mortgage Loan that has a related Serviced Pari Passu Companion
Loan, any Other Servicer). The Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations
of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall
be accompanied by, to the extent available, related income and expense statements, rent rolls, occupancy status, property inspections
and any other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination
and shall include any existing Appraisal of the related Mortgage Loan or the 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


 






    -77-


     


    

 


faith business judgment in the case
of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries and (d) to give due regard
to the existence of any Nonrecoverable Advances at the time of such consideration, the recovery of which is being deferred or
delayed by the Master Servicer or the Trustee because there is insufficient principal available for such recovery, in light of
the fact that related proceeds are a source of recovery not only for the Advance under consideration but also a potential source
of recovery for such delayed or deferred Advance. In addition, any Person, in considering whether a Servicing Advance is a Nonrecoverable
Servicing Advance, will be entitled to give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement
Amounts with respect to other Mortgage Loans, the reimbursement of which, at the time of such consideration, is being deferred
or delayed by the Master Servicer, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not
only for the Servicing Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance
or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed. In addition, any such Person may update
or change its recoverability determinations at any time (but not reverse any other Person’s determination that an Advance
is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or in its good faith
business judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain at the expense of the Trust any reasonably
required analysis, Appraisals or market value estimates or other information for making a recoverability determination. Absent
bad faith, the Master Servicer’s, Special Servicer’s or the Trustee’s determination as to the recoverability
of any Servicing Advance shall be conclusive and binding on the Certificateholders. The determination by the Master Servicer,
the Special Servicer or the 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


 






    -78-


     


    

 


Master Servicer or the Trustee or to prohibit the
Master Servicer or the Trustee from making a determination, that a Servicing Advance would be a Nonrecoverable Advance), provided,
however, that the Special Servicer shall have no such obligation to make an affirmative determination that any Servicing
Advance is or would be recoverable and in the absence of a determination by the Special Servicer that such Servicing Advance is
or would be a Nonrecoverable Servicing Advance, such decision shall remain with the Master Servicer or the Trustee, as applicable.
If the Special Servicer makes a determination that only a portion, and not all, of any previously made or proposed Servicing Advance
is a Nonrecoverable Servicing Advance, the Master Servicer and the Trustee shall each have the right to make its own subsequent
determination that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Servicing
Advance. The Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations of the
Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall be accompanied
by, to the extent available, related income and expense statements, rent rolls, occupancy status, property inspections and any
other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination
and shall include any existing Appraisal with respect to the related Mortgage Loan, Serviced Companion Loan or related Mortgaged
Property). The Special Servicer shall promptly furnish any party required to make Servicing Advances hereunder with any information
in its possession regarding the Specially Serviced Loans and REO Properties as such party required to make Servicing Advances
may reasonably request for purposes of making recoverability determinations. The Trustee shall be entitled to conclusively rely
on the Master Servicer’s or Special Servicer’s determination that a Servicing Advance is or would be nonrecoverable,
and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination that a Servicing
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-Registered
Certificate”: Unless and until registered under the Securities Act, any Class X-D, Class X-F, Class X-G, Class X-H, Class
D, Class E, Class F, Class G, Class H, Class J-RR, Class V or Class R Certificate.


 


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


 






    -79-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Non-Serviced
Mortgage Loan”: Any Mortgage Loan other than a Serviced Mortgage Loan. Each of the GNL Office and Industrial Portfolio
Mortgage Loan, the Grand Canal Shoppes Mortgage Loan, the Bushwick Avenue Portfolio Mortgage Loan, the Osborn Triangle Mortgage
Loan, the Hilton Portfolio Mortgage Loan and the National Anchored Retail Portfolio 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 GNL Office and


 






    -80-


     


    

 


Industrial
Portfolio Whole Loan, the Bushwick Avenue Portfolio Whole Loan and the Hilton Portfolio Whole Loan, the CF 2019-CF2 PSA, (ii)
with respect to the Grand Canal Shoppes Whole Loan, the MSC 2019-H7 PSA, (iii) with respect to the Osborn Triangle Whole Loan,
the JPMCC 2019-OSB TSA, and (iv) with respect to the National Anchored Retail Portfolio Whole Loan, the BANK 2019-BNK21 PSA. In
addition, with respect to the Royal Palm Place Whole Loan, after the related Controlling Companion Loan Securitization Date, the
Royal Palm Place 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 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 GNL Office and Industrial Portfolio Whole Loan, the Grand Canal Shoppes Whole Loan, the Bushwick
Avenue Portfolio Whole Loan, the Osborn Triangle Whole Loan, the Hilton Portfolio Whole Loan and the National Anchored Retail Portfolio
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, the Class X-D Certificates, the Class X-F Certificates,
the Class X-G Certificates and the Class X-H Certificates, the Class X-A Notional Amount, the Class X-B Notional Amount, the Class
X-D Notional Amount, the Class X-F Notional Amount, the Class X-G Notional Amount and the Class X-H 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


 






    -81-


     


    

 


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.


 


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


 


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


 


“Operating Advisor
Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and performed
its duties with respect to such Major Decision equal to $10,000 (or such lesser amount actually received from the related Mortgagor)
with respect to any Serviced Mortgage Loan, payable pursuant to Section 3.05 of this Agreement; provided, that no
such fee shall be payable unless specifically paid by the related Mortgagor as a separately identifiable fee; provided,
further, that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect
to any Major Decision; provided, further, that the party processing such Major Decision may waive or reduce the amount
of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full 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 0.00132% per annum
with respect to each Mortgage Loan.


 






    -82-


     


    

 


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


 


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


 


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


 


(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;


 






    -83-


     


    

 


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


 


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


 


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


 


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


 


“Original Lower-Tier
Principal Amount”: With respect to any Class of Lower-Tier Regular 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.


 


“Osborn Triangle
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of June 13, 2019, by and among the holders of the
respective promissory notes evidencing the Osborn Triangle Whole Loan, relating to the relative rights of such holders of the Osborn
Triangle Whole Loan, as the same may be amended in accordance with the terms thereof.


 


“Osborn Triangle
Mortgage Loan”: With respect to the Osborn Triangle 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-6-1, which is pari
passu in right of payment with Osborn Triangle Non-Serviced Pari Passu Companion Loans and generally senior in right of payment
to the Osborn Triangle Non-Serviced Subordinate Companion Loan to the extent set forth in the Osborn Triangle Intercreditor Agreement.


 


“Osborn Triangle
Mortgaged Property”: The portfolio of Mortgaged Properties that collectively secure the Osborn Triangle Whole Loan.


 


“Osborn Triangle
Non-Serviced Pari Passu Companion Loans”: With respect to the Osborn Triangle Whole Loan, as of the Closing Date, the
pari passu companion loans


 






    -84-


     


    

 


evidenced
by the related promissory notes A-1, A-2, A-3, A-4, A-5 and A-6-2 made by the related Mortgagor and secured by the Mortgages on
the Osborn Triangle Mortgaged Property, which are not included in the Trust and which are pari passu in right of payment
to the Osborn Triangle Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the Osborn
Triangle Intercreditor Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    -85-


     


    

 


“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) 0.01000% per annum with respect to the GNL Office and Industrial Portfolio Mortgage
Loan, (ii) 0.00125% per annum with respect to each of the Bushwick Avenue Portfolio Mortgage Loan, the Hilton Portfolio
Mortgage Loan and the Osborn Triangle Mortgage Loan, and (ii) 0.00250% per annum with respect to each of the Grand Canal
Shoppes Mortgage Loan, the National Anchored Retail Portfolio Mortgage Loan and the Royal Palm Place Mortgage Loan (after the related
Controlling Companion Loan Securitization Date).


 


“Parklawn Building
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of October 24, 2019, by and between the
holders of the respective promissory notes evidencing the Parklawn Building Whole Loan, relating to the relative rights of such
holders of the Parklawn Building Whole Loan, as the same may be amended in accordance with the terms thereof.


 


“Parklawn Building
Mortgage Loan”: With respect to the Parklawn Building Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 2


 






    -86-


     


    

 


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 Parklawn Building Serviced Pari Passu Companion Loans to the extent set forth in the Parklawn Building Intercreditor
Agreement.


 


“Parklawn Building
Mortgaged Property”: The Mortgaged Property that secures the Parklawn Building Whole Loan.


 


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


 


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


 


“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:


 






    -87-


     


    

 


	
        Class
	 	
        Pass-Through
Rate

	Class A-1	 	2.1790% per annum
	Class A-2	 	2.5290% per annum
	Class A-SB	 	3.0670% per annum
	Class A-3	 	2.8740% per annum
	Class A-4	 	3.1270% 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	 	The lesser of the Weighted Average Net Mortgage Rate and 3.4900% per annum
	Class B	 	The Weighted Average Net Mortgage Rate
	Class C	 	The Weighted Average Net Mortgage Rate
	Class X-D	 	The related Class X Pass-Through Rate
	Class X-F	 	The related Class X Pass-Through Rate
	Class X-G	 	The related Class X Pass-Through Rate
	Class X-H	 	The related Class X Pass-Through Rate
	Class D	 	2.5000% per annum
	Class E	 	2.5000% per annum
	Class F	 	2.7500% per annum
	Class G	 	The lesser of the Weighted Average Net Mortgage Rate and 2.7500% per annum
	Class H	 	The lesser of the Weighted Average Net Mortgage Rate and 2.7500% per annum
	Class J-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.


 






    -88-


     


    

 


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


 


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


 


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


 


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


 






    -89-


     


    

 





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


 


(iv)        
debt obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws
of the United States of America or any state thereof which mature in one (1) year or less from the date of acquisition that, in
each case, satisfy the Applicable Fitch Permitted Investment Rating, the Applicable KBRA Permitted Investment Rating and the Applicable
S&P Permitted Investment Rating (or, in the case
of any such Rating Agency, such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency); provided,
however, that securities issued by any particular corporation will not be Permitted Investments to the extent that investment
therein will cause the then outstanding principal amount of securities issued by such corporation and held in the accounts established
hereunder to exceed 10% of the sum of the aggregate principal balance and the aggregate principal amount of all Permitted Investments
in such accounts;


 


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


 






    -90-


     


    

 





(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 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


 






    -91-


     


    

 


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.


 






    -92-


     


    

 


“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
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



 






    -93-


     


    

 


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, Class F, Class G, Class H and Class J-RR Certificates.


 


“Principal Distribution
Amount”: With respect to any Distribution Date and the Principal Balance Certificates, an amount equal to the sum of
the following amounts: (a) the Principal Shortfall for such Distribution Date, (b) the Scheduled Principal Distribution Amount


 






    -94-


     


    

 


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
November 13, 2019.


 


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


 


“Privileged
Information”: Any (i) correspondence between the Directing Certificateholder or the Risk Retention Consultation
Party and the Special Servicer related to any Specially Serviced Loan or the exercise of the Directing Certificateholder’s
consent or consultation rights or the Risk Retention Consultation Party’s consultation rights under this Agreement, (ii) strategically
sensitive information (including without limitation any such information contained within any Asset Status Report or Final Asset
Status Report) that the Special Servicer has reasonably determined could compromise the Trust’s position in any ongoing or
future negotiations with the related Mortgagor or other interested party and that is labeled or otherwise identified as Privileged
Information by the Special Servicer, (iii) information subject to attorney-


 






    -95-


     


    

 


client
privilege that is labeled or otherwise identified as Privileged Information by the Special Servicer and (iv) any Asset Status
Report or Final Asset Status Report. The Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer shall be entitled to rely on any identification of materials as “attorney-client privileged” without liability
for any such reliance hereunder.


 


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


 


Notwithstanding anything
to the contrary in this Agreement, if the Special Servicer 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 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


 






    -96-


     


    

 


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


 


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


 


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


 


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


 


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


 


“Prospectus”:
The prospectus relating to the offer and sale of the Registered Certificates, dated November 13, 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:


 


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


 






    -97-


     


    

 


(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 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


 






    -98-


     


    

 


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 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


 






    -99-


     


    

 


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 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


 






    -100-


     


    

 


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 November 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).


 


“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.


 






    -101-


     


    

 

“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, Class F, Class G, Class H, Class J-RR, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G
and Class X-H 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 each of the following Classes of Lower-Tier Regular Interests, the related Class of Certificates
set forth below:


 






    -102-


     


    

 


	
        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 Certificates	Class LE Uncertificated Interest
	Class F Certificates	Class LF Uncertificated Interest
	Class G Certificates	Class LG Uncertificated Interest
	Class H Certificates	Class LH Uncertificated Interest
	Class J-RR Certificates	Class LJRR 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 (a) with respect to each of the Mortgage Loans other than
the ILPT Industrial Portfolio Mortgage Loan, the General Special Servicer pursuant to Section 3.14(b) on behalf of


 






    -103-


     


    

 


the
Trustee for the benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit of the related
Serviced Companion Noteholder, which shall initially be entitled “LNR Partners, LLC, as General Special Servicer, on behalf
of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Capital I Trust
2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3, REO Account” and (b) with respect to the ILPT Industrial
Portfolio Mortgage Loan, the ILPT Industrial Portfolio Special Servicer, pursuant to and for the benefit of the persons specified
in Section 3.14(b), which shall be titled “Situs Holdings, LLC, as ILPT Industrial Portfolio Special Servicer, on
behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Capital
I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3, 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


 






    -104-


     


    

 


principal
distributed to the Certificateholders being reduced as a result of the first proviso in the definition of “ Principal Distribution
Amount” shall be deemed outstanding until recovered. Notwithstanding anything to the contrary, with respect to each Serviced
Whole Loan, no amounts relating to the related REO Property or REO Loan allocable to the related Serviced Pari Passu Companion
Loan, as applicable, will be available for amounts due to the Certificateholders or to reimburse the Trust, other than in the
limited circumstances related to Servicing Advances, indemnification payments, Special Servicing Fees and other reimbursable expenses
related to such Serviced Whole Loan incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a),
or with respect to 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.


 






    -105-


     


    

 


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


 


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


 


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


 


“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, the CCRE Lender Successor Borrower Right and the KeyBank Seller
Defeasance Rights and Obligations.


 


“Retained Fee
Rate”: A rate equal to the Servicing Fee Rate with respect to each Mortgage Loan.


 


“Retaining Party”:
Any Holder of an HRR Certificate or the VRR Interest.


 






    -106-


     


    

 


“Retaining Sponsor”:
Starwood Mortgage Capital LLC, acting as “retaining sponsor” as such term is defined in Risk Retention Rule.


 


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


 


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


 


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


 


“Risk Retention
Consultation Party”: The party selected by the Retaining Sponsor. LNR Securities Holdings, LLC shall be the initial Risk
Retention Consultation Party.


 


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


 


“Royal Palm
Place Controlling Pari Passu Companion Loan”: The Royal Palm Place Pari Passu Companion Loan represented by the related
promissory note A-1.


 


“Royal Palm
Place Intercreditor Agreement”: That certain Agreement between Note Holders, dated as of November 21, 2019, by and between
the holder of the Royal Palm Place Pari Passu Companion Loans and the holder of the Royal Palm Place Mortgage Loan, relating to
the relative rights of such holders of the Royal Palm Place Whole Loan, as the same may be amended in accordance with the terms
thereof.


 


“Royal Palm
Place Mortgage Loan”: With respect to the Royal Palm Place Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 6 on the Mortgage Loan Schedule), which is evidenced by the related promissory notes A-2 and A-3,
and is pari passu in right of payment with the Royal Palm Place Pari Passu Companion Loans to the extent set forth in the
Royal Palm Place Intercreditor Agreement.


 


“Royal Palm
Place Mortgaged Property”: The Mortgaged Property that secures the Royal Palm Place Whole Loan.


 


“Royal Palm
Place Pari Passu Companion Loans”: With respect to the Royal Palm Place Whole Loan, as of the Closing Date, the pari
passu companion loans evidenced by the related promissory notes A-1 and A-4, made by the related Mortgagor and secured by the
Mortgage on the Royal Palm Place Mortgaged Property, which are not included in the Trust and which are pari


 






    -107-


     


    

 


passu
in right of payment to Royal Palm Place Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as
provided in the Royal Palm Place Intercreditor Agreement.


 


“Royal Palm
Place PSA”: Any pooling and servicing agreement that creates a trust whose assets include the Royal Palm Place Controlling
Pari Passu Companion Loan.


 


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


 


“Rule 144A”:
Rule 144A under the Act.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Scheduled Principal
Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal portions
of the following: (a) all Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during or,
if and to the extent not previously received or advanced pursuant to Section 4.03 in respect of a preceding Distribution
Date (and not previously distributed to Certificateholders), prior to the related Collection Period and all Assumed Scheduled Payments
with respect to the Mortgage Loans for the related Collection Period, in each case to the extent paid by the Mortgagor as of the
related 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


 






    -108-


     


    

 


or
last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of the Business Day preceding the
related P&I Advance Date, and (ii) with respect to a Non-Serviced Mortgage Loan, received by the Master Servicer as of such
date as would permit inclusion in the Available Funds for such Distribution Date) or advanced by the Master Servicer or the Trustee,
as applicable, pursuant to Section 4.03 in respect of such Distribution Date, and (b) all Balloon Payments with respect
to the Mortgage Loans to the extent received on or prior to the related Determination Date or, if applicable, as of such later
date as would permit inclusion in the Available Funds for such Distribution Date (or (i) with respect to each Mortgage Loan with
a Due Date occurring or a Grace Period ending after the related Determination Date, the related Due Date or last day of such Grace
Period, as applicable, to the extent received by the Master Servicer as of the Business Day preceding the related P&I Advance
Date and (ii) with respect to a Non-Serviced Mortgage Loan, received by the Master Servicer as of such date as would permit inclusion
in the Available Funds for such Distribution Date), and to the extent not included in clause (a) above for the subject
Distribution Date or in the Scheduled Principal Distribution Amount for any preceding Distribution Date.


 


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


 


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


 


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


 


“Senior Certificate”:
Any Class A (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 ILPT Industrial Portfolio 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 ILPT Industrial Portfolio Mortgage Loan.


 






    -109-


     


    

 


“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 ILPT Industrial Portfolio Whole Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Serviced Pari
Passu Mortgage Loan”: Each of (a) the Parklawn Building Mortgage Loan, the East Village Multifamily Portfolio Mortgage
Loan, the Wells Fargo Place Mortgage Loan and the American Metro Center 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 Parklawn Building Whole Loan, the East Village Multifamily Portfolio Whole Loan, the
Wells Fargo Place Whole Loan and the American Metro Center 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.


 






    -110-


     


    

 


“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 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,


 






    -111-


     


    

 


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 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


 






    -112-


     


    

 


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 Royal Palm Place 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 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 Royal Palm Place 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


 






    -113-


     


    

 


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 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


 






    -114-


     


    

 


(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


 


(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


 






    -115-


     


    

 


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.


 


“Significant
Obligor NOI Yearly Filing Deadline”: With respect to each calendar year, the date that is the 90th day after the end
of such calendar year.


 


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


 


“Sole Certificateholder”:
Any Certificate Owner of Book-Entry Certificates or Holder of Definitive Certificates (or one or more such Certificate Owners and/or
Holders acting in unanimity),which Certificates represent 100% of the then-outstanding Class F, Class G, Class H and
Class J-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, Class D and Class E 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 the ILPT Industrial Portfolio Mortgage Loan and any Excluded
Special Servicer Loan), any related REO Property, any other matters relating to the foregoing and the Serviced Companion Loans,
General Special Servicer, and its successors in interest and assigns, or any successor special servicer appointed as herein provided
(ii) the ILPT Industrial Portfolio Mortgage Loan, any REO Property acquired by the Trust with respect to the ILPT Industrial
Portfolio Mortgage Loan and any matters relating to the foregoing, the ILPT Industrial Portfolio Special Servicer, and (iii) 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.


 






    -116-


     


    

 


“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;


 


(e)          any
requests for consent to the release of the parcel securing the Plaza Rancho Del Oro Mortgage Loan and designated in the related
Mortgage Loan documents as the “Release Parcel,” as contemplated by the terms of the related Mortgage Loan documents;


 






    -117-


     


    

 


(f)           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;


 


(g)          requests
to incur additional debt in accordance with the terms of the related Mortgage Loan documents;


 


(h)          approval
of any waiver regarding the receipt of financial statements (other than immaterial timing waivers including late financial statements);


 


(i)           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;


 


(j)           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


 


(k)          determining
whether to cure any default by a Mortgagor under a Ground Lease or permit any Ground Lease modification, amendment or subordination,
non-disturbance and attornment agreement or entry into a new Ground Lease (and in any such case, the Master Servicer will be required
to provide the Special Servicer with any notice that it receives relating to a default by the Mortgagor under a Ground Lease where
the collateral for the Mortgage Loan is the Ground Lease).


 


“Special Servicing
Fee”: With respect to each Specially Serviced Loan and Serviced REO Loan, the fee payable to the Special Servicer pursuant
to Section 3.11(b).


 


“Special Servicing
Fee Rate”: With respect to each Specially Serviced Loan and each Serviced REO Loan on a loan-by-loan basis, either (a) 0.25%
per annum computed on the basis of the Stated Principal Balance of the related Mortgage Loan (including any REO Loan) and
any related Serviced Companion Loan, as applicable, in the same manner as interest is calculated on such Specially Serviced Loan;
or (b) if the rate in clause (a) would result in a Special Servicing


 






    -118-


     


    

 


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 Loan, after the Due


 






    -119-


     


    

 


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


 






    -120-


     


    

 


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, Class F, Class G,
Class H or Class J-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.


 


“Surviving Entity”:
As defined in Section 6.03(b).


 


“Tax Returns”:
The federal income tax returns on (i) Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit
(REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income
or Net Loss Allocation, or any successor forms, to be filed on behalf of each Trust REMIC due to its respective classification
as a REMIC under the REMIC Provisions and (ii) Internal Revenue Service Form 1041 or Internal Revenue Service Form 1099,
as applicable, or any successor forms to be filed on behalf of the Grantor Trust, together with any and all other information,
reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or
any other governmental taxing authority under any applicable provisions of federal tax law or Applicable State and Local Tax Law.


 


“Temporary Regulation S
Book-Entry Certificate”: As defined in Section 5.02(a).


 


“Test”:
As defined in Section 12.01(b)(iv).


 


“Threshold Event
Collateral”: With respect to any Serviced AB Whole Loan, any additional collateral posted by the holder of the related
Serviced Subordinate Companion Loan under the related Intercreditor Agreement so as to enable such holder to remain the “Controlling


 






    -121-


     


    

 


Holder”
(or other analogous term) under the related Intercreditor Agreement with respect to such Serviced AB Whole Loan as and to the
extent provided for in the related Intercreditor Agreement.


 


“Transfer”:
Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.


 


“Transferee”:
Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.03(n)(ii).


 


“Transferor”:
Any Person who is disposing by Transfer any Ownership Interest in a Certificate.


 


“Transferor
Letter”: As defined in Section 5.03(n)(ii).


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “Morgan Stanley Capital I Trust 2019-L3”.


 


“Trust Fund”:
The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage Loans as from time
to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together
with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests of the related Serviced
Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect
of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage Loan, the Due Date in the
month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s
beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related Non-Serviced PSA; (iv) all
revenues received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof (to the extent
of the Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s
interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional
security for any related Mortgage Loans (to the extent of the Trust’s interest therein); (viii) all assets deposited
in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest therein), amounts on
deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower-Tier REMIC Distribution Account,
the Upper-Tier REMIC Distribution Account, the 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


 






    -122-


     


    

 


interest
belongs to the related Mortgagor). For the avoidance of doubt, no Retained Defeasance Rights and Obligations will be an asset
of the Trust Fund.


 


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


 


“Trust-Related
Litigation”: As defined in Section 3.31(a).


 


“Trustee”:
Wilmington Trust, National Association, or its successor in interest, in its capacity as trustee and its successors in interest,
or any successor trustee appointed as herein provided.


 


“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 and Class E
	Class X-F	Class F
	Class X-G	Class G
	Class X-H	Class H


 


“Underwriters”:
Morgan Stanley & Co. LLC, KeyBanc Capital Markets Inc., Cantor Fitzgerald & Co. and Siebert Williams Shank & Co., LLC.


 


“Uninsured Cause”:
Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable
by the hazard insurance policies or flood insurance policies required to be maintained pursuant to Section 3.07.


 


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


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant
to subsections (iii) and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor


 






    -123-


     


    

 


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 Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Morgan Stanley Capital
I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3, Upper-Tier REMIC Distribution Account”. Any
such account or accounts shall be an Eligible Account.


 


“U.S. Dollars”
or “$”: Lawful money of the United States of America.


 


“U.S. Tax Person”:
A citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury
Regulations) or other entity created or organized in, or under the laws of, the United States, any State thereof or the District
of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose income
is subject to United States federal income tax regardless of its source or a trust if a court within the United States is able
to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority
to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts
in existence on August 2, 1996 that have elected to be treated as U.S. Tax Persons).


 






    -124-


     


    

 


“Voting Rights”:
The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 2%
in the case of the Class X Certificates (allocated pro rata among the respective Classes thereof based upon their respective
Notional Amounts as of the date of determination) and (ii) in the case of any Class of Principal Balance Certificates, a percentage
equal to the product of 98% and a fraction, the numerator of which is equal to the Certificate Balance of such Class determined
as of the prior Determination Date, and the denominator of which is equal to the aggregate of the Certificate Balances of all Classes
of Principal Balance Certificates, each determined as of the prior Determination Date (and solely in connection with any vote for
purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant
to Section 3.26(j), such numerator and denominator shall take into account any notional reduction in the Certificate Balance
of any Class of Principal Balance Certificates for Cumulative Appraisal Reduction Amounts allocated to such Class). The Voting
Rights of any Class of Certificates are required to be allocated among Certificateholders of such Class in proportion to their
respective Percentage Interests. Neither the Class V nor Class R Certificates will be entitled to any Voting Rights.


 


“VRR Interest”:
An “eligible vertical interest” (as defined in the Credit Risk Retention Rules) representing 4.135% of the Certificate
Balance, Notional Amount or Percentage Interest, as applicable, of each Class of Certificates other than the Class R Certificates.


 


“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)


 


“Wells Fargo
Place Intercreditor Agreement”: That certain Agreement between Note Holders, dated as of October 25, 2019, by and between
the holders of the respective promissory notes evidencing the Wells Fargo Place Whole Loan, relating to the relative rights of
such holders of the Wells Fargo Place Whole Loan, as the same may be amended in accordance with the terms thereof.


 


“Wells Fargo
Place Mortgage Loan”: With respect to the Wells Fargo Place Whole Loan, the Mortgage Loan that is included in the Trust
(identified as Mortgage Loan No. 8 on the Mortgage Loan Schedule), which is evidenced by the related promissory notes A-1 and A-2,
and is pari passu in right of payment with the Wells Fargo Place Serviced Pari Passu Companion Loans to the extent set forth
in the Wells Fargo Place Intercreditor Agreement.


 


“Wells Fargo
Place Mortgaged Property”: The Mortgaged Property that secures the Wells Fargo Place Whole Loan.


 


“Wells Fargo
Place Serviced Pari Passu Companion Loans”: With respect to the Wells Fargo Place Whole Loan, as of the Closing Date,
the pari passu companion loans evidenced by the related promissory notes A-3, A-4, A-5, A-6 and A-7 made by the related
Mortgagor and secured by the Mortgage on the Wells Fargo Place Mortgaged Property, which are not included in


 






    -125-


     


    

 


the
Trust and which are pari passu in right of payment to the Wells Fargo Place Mortgage Loan to the extent set forth in the
related Mortgage Loan documents and as provided in the Wells Fargo Place Intercreditor Agreement.


 


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


 


“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 GNL Office and Industrial Portfolio Whole Loan, the Parklawn Building Whole Loan, the East Village Multifamily Portfolio
Whole Loan, the Grand Canal Shoppes Whole Loan, the ILPT Industrial Portfolio Whole Loan, the Royal Palm Place Whole Loan, the
Wells Fargo Place Whole Loan, the Bushwick Avenue Portfolio Whole Loan, the Osborn Triangle Whole Loan, the American Metro Center
Whole Loan, the Hilton Portfolio Whole Loan and the National Anchored Retail Portfolio Whole Loan.


 


“Withheld Amounts”:
As defined in Section 3.21(a).


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms,
would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent
that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or
before the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued
and unpaid interest thereon) becomes an obligation of the related Mortgagor to pay such amount under the terms of the modified
loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner
limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout Fee”:
The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c) at a rate equal
to the Workout Fee Rate applied to each collection of interest and principal (including scheduled payments, prepayments (provided
that a repurchase or substitution by a Mortgage Loan Seller of a Mortgage Loan due to a Material Defect shall not be considered
a prepayment for purposes of this definition), Balloon Payments and payments at maturity, but excluding any amount for which a
Liquidation Fee would be paid, late payment charges, Default Interest and Excess Interest) received on a Specially Serviced Loan
that


 






    -126-


     


    

 


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%
(or, with respect to the ILPT Industrial Portfolio Whole Loan, 0.50%).


 


“Yield Maintenance
Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable, as the context
requires, by a borrower in connection with a principal prepayment on, or other early collection of principal of, a Mortgage Loan,
calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that reflects the lost
interest, including any specified amount or specified percentage of the amount prepaid which constitutes the minimum amount that
such Yield Maintenance Charge may be.


 


Section 1.02     
Certain Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the
Certificates and the rights and obligations of the parties hereto, the following provisions shall apply:


 


(i)           
All calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be
made on the basis of a 360-day year consisting of twelve 30-day months.


 


(ii)          
Any Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the
Master Servicer or the Special Servicer; provided, that for purposes of calculating distributions on the Certificates, Principal
Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with the Servicing
Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal balance of such
Mortgage Loan, on which interest accrues.


 


(iii)         
Any reference to the Certificate Balance of any Class of Principal Balance Certificates 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


 






    -127-


     


    

 


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 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;


 






    -128-


     


    

 


(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 November 2019 but have their first Due Date after November 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 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


 






    -129-


     


    

 


be
deemed to have been included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument
(certified by the applicable public filing or recording office, the applicable title insurance company or the applicable Mortgage
Loan Seller to be a true and complete copy of the original thereof submitted or to be submitted for filing or recording) is delivered
to the Custodian within such forty-five (45) day period, and such delivery requirements shall be deemed satisfied in full if either
the original of such non-delivered document or instrument, or a photocopy thereof (certified by the appropriate county recorder’s
office or the applicable title insurance company, in the case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File”, to be a true and complete copy of the original thereof submitted for recording),
with evidence of filing or recording thereon, is delivered to the Custodian within one hundred eighty (180) days of the Closing
Date (or within such longer period (not to exceed eighteen (18) months) after the Closing Date as the Custodian shall consent
to, which consent shall not be unreasonably withheld as long as the applicable Mortgage Loan Seller is, as certified in writing
to the Trustee and the Custodian no less often than every ninety (90) days following such one hundred eighty (180) day period
after the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s
office such original or photocopy). If the applicable Mortgage Loan Seller is required to, but cannot, deliver, or cause to be
delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iii),
(v), (vi) and/or (ix) of the definition of “Mortgage File,” with evidence of filing or recording
thereon (if intended to be recorded or filed), for any other reason, including, without limitation, that such non-delivered document
or instrument has been lost or destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this
Section 2.01(b) shall be deemed to have been satisfied as to such non-delivered document or instrument, and such non-delivered
document or instrument shall be deemed to have been included in the Mortgage File, if a photocopy of such non-delivered document
or instrument (with evidence of filing or recording thereon and certified in the case of the documents and/or instruments referred
to in clause (ii) of the definition of “Mortgage File” by the appropriate county recorder’s office
or the applicable title insurance company to be a true and complete copy of the original thereof submitted for recording) is delivered
to the Custodian on or before the date set forth herein. Neither the Trustee nor any Custodian shall in any way be liable for
any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery requirements of the related Mortgage Loan
Purchase Agreement and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan, subject to the next sentence,
the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable form or form suitable for
filing or recording, if applicable) any one of the assignments in favor of the Trustee referred to in clause (iv)
or clause (vi) of the definition of “Mortgage File” solely because of the unavailability of filing or
recording information as to any existing document or instrument, such Mortgage Loan Seller may provisionally satisfy the delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by
delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in
the form of Exhibit H; provided that all required original assignments with respect to such Mortgage Loan (in
fully complete and recordable form or form suitable for filing or recording, if applicable) are delivered to the Custodian within
one hundred-eighty (180) days after the Closing Date (or within such longer 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


 






    -130-


     


    

 


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, “Wells Fargo Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as
Trustee, for the benefit of registered holders of Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates,
Series 2019-L3”), and a copy to the Custodian or, if such original has been submitted by the applicable Mortgage Loan Seller
to the issuing bank to effect a reissuance, assignment or amendment of such letter of credit (changing the beneficiary thereof
to the Master Servicer (in care of the Trustee, as titled above) that may be required in order for the Master Servicer to draw
on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage
Loan documents), the applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements of the related
Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering to the Custodian within ten (10) Business Days
following the Closing Date with respect to any such letter(s) of credit a copy of such letter of credit, the transfer documentation
and such transmittal communication to the issuing bank indicating that such document has been delivered to the issuing bank for
reissuance. If a letter of credit is not in a form that would allow the Master Servicer to draw on such letter of credit on behalf
of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents, the applicable Mortgage
Loan Seller shall deliver copies of the appropriate transfer or assignment documents to the Custodian promptly following receipt
of written notification thereof. If not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay
any transfer fee required in order to transfer the beneficiary’s interest from such Mortgage Loan Seller to Master Servicer
on behalf of the Trust as required hereunder and shall cooperate with the reasonable requests of the Master Servicer in connection
with effectuating a draw under any such letter of credit prior to the date such letter of credit is reissued to the Master Servicer
on behalf of the Trust. Regardless of the manner of delivery, the related Mortgage Loan Seller shall, pursuant to the related
Mortgage Loan Purchase Agreement, indemnify the Trust for any liabilities, charges, costs, fees or other expenses accruing from
the 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.


 






    -131-


     


    

 


(c)          
Except in the case of a Non-Serviced Mortgage Loan, and subject to the definition of “Mortgage File” in the
case of a Servicing Shift Mortgage Loan, the related Mortgage Loan Seller shall, at its sole cost and expense, cause each Assignment
of Mortgage, each assignment of Assignment of Leases and each assignment of each UCC Financing Statement (collectively, the “Assignments”
and each, individually, an “Assignment”) relating to the Mortgage Loans conveyed by it under the applicable
Mortgage Loan Purchase Agreement to be prepared in proper form for filing or recording, as applicable, and promptly (and in any
event within one hundred twenty (120) days after the later of the Closing Date and Seller’s actual receipt of the related
documents and the necessary recording and filing information) submit such Assignments for filing or recording, as the case may
be, in the applicable public filing or recording office. On the Closing Date, the applicable Mortgage Loan Seller may deliver one
(1) omnibus assignment for all such Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as provided
in Section 2.01(b). Each such Assignment submitted for recording shall reflect that it (or a certified copy thereof) should
be returned by the public recording office to the Custodian or its designee following recording or filing (or to the related Mortgage
Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian or its designee). Any such Assignment
received by the Custodian shall be promptly included in the related Mortgage File and be deemed a part thereof, and any such Assignment
received by the related Mortgage Loan Seller or its agent shall be required to be delivered to the Custodian to be included as
part of the related Mortgage File within thirty (30) days after receipt. If any such document or instrument is determined to be
incomplete or not to meet the recording or filing requirements of the jurisdiction in which it is to be recorded or filed, or is
lost by the public office or returned unrecorded or unfiled, as the case may be, because of a defect therein, on or about one hundred
eighty (180) days after the Closing Date, the related Mortgage Loan Seller or its designee shall prepare, at its own expense, a
substitute therefor or cure such defect, as the case may be, and thereafter the related Mortgage Loan Seller or its designee shall,
at the expense of such Mortgage Loan Seller, upon receipt thereof cause the same to be duly recorded or filed, as appropriate.
If, by the first anniversary of the Closing Date, the Custodian has not received confirmation of the recording or filing as the
case may be, of any such Assignment, it shall so advise the related Mortgage Loan Seller who may then pursue such confirmation
itself or request that the Custodian pursue such confirmation at the related Mortgage Loan Seller’s expense, and upon such
a request and provision for payment of such expenses satisfactory to the Custodian, the Custodian, at the expense of the applicable
Mortgage Loan Seller, shall cause a search of the land records of each applicable jurisdiction and of the records of the offices
of the applicable Secretary of State for confirmation that the Assignment appears in such records and retain a copy of such confirmation
in the related Mortgage File. In the event that confirmation of the recording or filing of an Assignment cannot be obtained, the
Custodian or the related Mortgage Loan Seller, as applicable, shall promptly inform the other and the Custodian shall provide such
Mortgage Loan Seller with a copy of the Assignment and request the preparation of a new Assignment. The related Mortgage Loan Seller
shall cause (and pay the expenses for) the preparation of, and execute, replacement Assignments for any Assignments which, having
been properly submitted for filing or recording to the appropriate governmental office by the Custodian, fail to appear of record
and must be resubmitted. Notwithstanding the fact that such Assignments of Mortgages, assignments of Assignments of Leases (to
the extent separate from the Assignments of Mortgages) and 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


 






    -132-


     


    

 


each
Mortgage Loan shall be deemed to have been transferred from the applicable Mortgage Loan Seller to the Depositor, and all Mortgage
Loans shall be deemed to have been transferred from the Depositor to the Trustee on behalf of the Certificateholders.


 


(d)          
All documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to
the Mortgage Loans (including, in each case, financial statements, operating statements and any other information provided by the
respective Mortgagor from time to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including
such communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared
by the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications
that are privileged communications or constitute legal or other due diligence analyses and credit underwriting or due diligence
analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and
(ii) are reasonably necessary for the servicing of each such Mortgage Loan, together with copies of all documents in each
related Mortgage File (to the extent not already delivered or made available to the Master Servicer) shall be delivered by the
Depositor or the applicable Mortgage Loan Seller to the Master Servicer within five (5) Business Days after the Closing Date and
shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders (and as holder
of the Lower-Tier Regular Interests) and, if applicable, on behalf of the related Companion Holder, provided, that with respect
to the Mortgage File, if any document required to be contained therein is not available on the date that is five (5) Business Days
after the Closing Date, such document shall be delivered to the Master Servicer on or before the date such document is required
to be delivered to the Custodian pursuant to subsection (b) above. Such documents and records shall be any documents and records
(with the exception of any items excluded under the immediately preceding sentence) that would otherwise be a part of the Servicing
File and shall include, with respect to any Whole Loan, a copy of the Mortgage Note evidencing each related Companion Loan.


 


(e)          
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver
to the Trustee and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart
of each of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing
Date.


 


(f)          
The Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events
within three (3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow
accounts maintained with respect to the Mortgage Loans transferred by such Mortgage Loan Seller, whether such accounts are held
in the name of the applicable Mortgage Loan Seller or any other name to be transferred to the Master Servicer (or a Sub-Servicer)
for deposit into Servicing Accounts.


 


(g)          
With respect to the Mortgage Loans secured by the Mortgaged Properties listed on Schedule 4 hereto, which are each
subject to a franchise agreement with a related comfort letter in favor of the respective Mortgage Loan Seller that requires notice
to or request of the related franchisor to transfer or assign any related comfort letter to the Trustee for the benefit of the
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


 






    -133-


     


    

 


the
Trustee for the benefit of the Certificateholders, the related Mortgage Loan Seller or its designee shall provide any such required
notice or make any such required request to the related franchisor (with a copy of such notice or request to the Master Servicer
and the Special Servicer) within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable
comfort letter), and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such
replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under
the existing comfort letter).


 


(h)          
Each Mortgage Loan Purchase Agreement shall provide that within sixty (60) days after the Closing Date, each Mortgage Loan
Seller shall deliver or cause to be delivered the Diligence File for each of its Mortgage Loans to the Depositor by uploading such
Diligence File to the IntraLinks Site. Promptly upon completion of such delivery of the Diligence Files (but in no event later
than sixty (60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide to the Depositor (with a copy via
e-mail to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Directing Certificateholder,
the Asset Representations Reviewer and the Operating Advisor) an officer’s certificate addressed to the Depositor and signed
by an authorized officer of the applicable Mortgage Loan Seller certifying that the electronic copies of the documents uploaded
to the IntraLinks Site constitute all documents required under the definition of “Diligence File” and such Diligence
Files are organized and categorized in accordance with the electronic file structure reasonably agreed to by the Depositor and
Mortgage Loan Seller (the “Diligence File Certification”).


 


(i)           
Notwithstanding anything to the contrary contained herein, with respect to a Joint Mortgage Loan, the obligations of each
of the applicable Mortgage Loan Sellers to deliver a Mortgage Note (and any related allonge or assignment) to the Custodian shall
be limited to delivery of only the Mortgage Note (and any related allonge or assignment) held by such party to the Custodian. With
respect to a Joint Mortgage Loan, the obligations of the applicable Mortgage Loan Sellers to deliver the remaining portion of the
related Mortgage File or any document required to be delivered with respect thereto shall be joint and several, provided that either
of the applicable Mortgage Loan Sellers may deliver one Mortgage File or one of any other document required to be delivered with
respect to such Mortgage Loan hereunder and such delivery shall satisfy such delivery requirements for each of the applicable Mortgage
Loan Sellers.


 


(j)           
Within three (3) Business Days of the Closing Date, the Depositor shall deliver the Initial Schedule AL File in both XML
format and Excel compatible format, the Initial Schedule AL Additional File in both XML format and Excel compatible format and
the Annex A-1 to the Prospectus in EDGAR-Compatible Format to the Master Servicer at the following e-mail address: ssreports@wellsfargo.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


 






    -134-


     


    

 


Certificateholders
and Serviced Companion Noteholders, as applicable, and (b) that it holds and will hold such other assets included in the
Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders (and for the benefit of the
Trustee as holder of the Lower-Tier Regular Interests), as applicable. If any Mortgage Loan Seller is unable to deliver or cause
the delivery of any original Mortgage Note, such Mortgage Loan Seller may deliver a copy of such Mortgage Note, together with
a signed lost note affidavit and appropriate indemnity and shall thereby be deemed to have satisfied the document delivery requirements
of Section 2.01 and of this Section 2.02.


 


(b)          
On the Closing Date in respect of the Initial Certification, and within sixty (60) days after the Closing Date in respect
of the Final Certification (or with respect to a Qualified Substitute Mortgage Loan within sixty (60) days after the Due Date
in the month of substitution), the Custodian, shall examine the Mortgage Files in its possession and shall deliver to the Depositor,
the Master Servicer, the Special Servicer, the Directing Certificateholder (so long as no Consultation Termination Event shall
have occurred and be continuing and subject to the DCH Limitations), the Trustee, the Certificate Administrator, the Asset Representations
Reviewer, the Operating Advisor and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full)) a certification (the “Initial Certification” and the “Final
Certification”, respectively, in the respective forms set forth as Exhibit Q-1 and Exhibit Q-2 hereto),
that, except as specifically identified in any exception report annexed to such writing (the applicable “Custodial Exception
Report”), (i) with respect to the Initial Certification, (A) subject to the final proviso of the definition of “Mortgage
File” herein and Section 2.01 hereof, all documents specified in clauses (i), (ii), (vii),
(viii), (x) and (xii) of the definition of “Mortgage File” are in its possession, (B) the
documents listed in clause (A) have been reviewed by the Custodian and appear regular on their face and appear to be executed
and to relate to such Mortgage Loan, and (C) each Mortgage Note has been endorsed as provided in clause (i) of the definition
of “Mortgage File”, and (ii) with respect to the Final Certification, (A) subject to the final proviso of the
definition of “Mortgage File” herein and Section 2.01 hereof, all documents specified in clauses (i),
(ii), (iv), (v), (vi), (vii), (viii), (x) and (xii) of the definition of
“Mortgage File” required to be included in the Mortgage File (to the extent required to be delivered pursuant to this
Agreement), and with respect to all documents specified in the other clauses of the definition of “Mortgage File” to
the extent known by a Responsible Officer of the Custodian (on the Trustee’s behalf) to be required pursuant to this Agreement,
are in its possession, (B) the documents listed in clause (A) have been reviewed by the Custodian and appear regular
on their face and appear to be executed and to relate to such Mortgage Loan, (C) based on such examination and only as to
the Mortgage Note and Mortgage, the related Mortgage Rate and stated maturity date, the street address (excluding zip code) of
the Mortgaged Property set forth in the Mortgage Loan Schedule respecting such Mortgage Loan accurately reflects the information
contained in the documents in the Mortgage File, and (D) each Mortgage Note has been endorsed 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).


 






    -135-


     


    

 


(c)          
The Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first
anniversary of the Closing Date, the Custodian shall, in the form attached as Exhibit Q-2, certify in writing to each
of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder
(so long as no Consultation Termination Event shall have occurred and be continuing) and the applicable Mortgage Loan Seller (as
to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage Loan as to which a Liquidation Event
has occurred) or any related Mortgage Loan specifically identified in any exception report annexed to such writing) that, (i) subject
to the final proviso of the definition of “Mortgage File” herein and Section 2.01 hereof, all documents specified
in clauses (i), (ii), (iv), (v), (vi), (vii), (viii), (x) and (xii),
if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing documents
delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their
face and appear to be executed and to relate to such Mortgage Loan, (iii) based on such examination and only as to the Mortgage
Note and Mortgage, the related Mortgage Rate and stated maturity date, the street address (excluding zip code) of the Mortgaged
Property set forth in the Mortgage Loan Schedule respecting such Mortgage Loan accurately reflects the information contained in
the documents in the Mortgage File, and (iv) each Mortgage Note has been endorsed as provided in clause (i) of the definition
of “Mortgage File”.


 


(d)          
Notwithstanding anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of
a Material Defect in any of the documents specified in clauses (ii) through (vi) and (ix) in
the definition of “Mortgage File”, which Material Defect results solely from a delay in the return of the related documents
from the applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part of the related
Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing
Certificateholder, in its sole judgment, may (prior to the occurrence and continuance of a Control Termination Event and subject
to the DCH Limitations), and the Special Servicer may, in accordance with the Servicing Standard, after the occurrence and during
the continuance of a Control Termination Event, permit the related Mortgage Loan Seller in lieu of repurchasing or substituting
for the related Mortgage Loan, to deposit with the Master Servicer an amount, to be held in trust in a segregated Eligible Account
(which may be a sub-account of the Collection Account), equal to 25% of the Stated Principal Balance of the related Mortgage Loan
(in the alternative, the related Mortgage Loan Seller may deliver to the Master Servicer a letter of credit in such amount, with
a copy to the Custodian). Such funds or letter of credit, as applicable, shall be held by the Master Servicer (i) until the
date on which the Custodian determines and notifies the Master Servicer that such Material Defect has been cured or the related
Mortgage Loan is no longer part of the Trust Fund, at which time the Master Servicer shall return such funds (or letter of credit)
to the related Mortgage Loan Seller, or (ii) until same are applied to 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


 






    -136-


     


    

 


priority
of any lien on collateral securing the related Mortgage Loan or for any immediate significant servicing obligation, the related
Mortgage Loan Seller shall be required to repurchase or substitute for the related Mortgage Loan in accordance with, and to the
extent required by, the terms and conditions of Section 2.03(b) and Section 5 of the related Mortgage Loan Purchase
Agreement; provided, that such Mortgage Loan Seller shall not be required to repurchase the Mortgage Loan for a period
of ninety (90) days after receipt of a notice to repurchase (together with any applicable extension period) if it is attempting
to recover the document from the applicable filing or recording office and provides an officer’s certificate setting forth
what actions such Mortgage Loan Seller is pursuing in connection with such recovery. In the event of a repurchase or substitution,
upon the date of such repurchase or substitution, and in the event that the related Mortgage Loan Seller has delivered a letter
of credit to the Master Servicer in accordance with this Section 2.02(d), the Master Servicer shall, to the extent necessary,
draw on the letter of credit and deposit the proceeds of such draw, into the Collection Account to be applied to the Purchase
Price (or the Substitution Shortfall Amount, if applicable, in which event, the amount of such funds or proceeds that exceed the
Substitution Shortfall Amount shall be returned to the related Mortgage Loan Seller) in accordance with Section 2.03(b).
All such funds deposited in the Collection Account shall be invested in Permitted Investments, at the direction and for the benefit
of the related Mortgage Loan Seller. Such funds shall be treated as an “outside reserve fund” under the REMIC Provisions,
which, together with any reimbursement from the Lower-Tier REMIC, is beneficially owned by the related Mortgage Loan Seller for
federal income tax purposes, which Mortgage Loan Seller shall remain liable for any taxes payable on income or gain with respect
thereto.


 


(e)          
It is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine
whether any of the documents specified in clauses (iii), (x), (xi), (xii), (xiv), (xv)
and (xvii) of the definition of “Mortgage File” exist or are required to be delivered by the Depositor,
the Mortgage Loan Sellers or any other Person or (ii) to inspect, review or examine any of the documents, instruments, certificates
or other papers relating to the Mortgage Loans delivered to it to determine that the same are genuine, enforceable, duly authorized,
sufficient to perfect and maintain the perfection of a security interest or appropriate for the represented purpose or that they
are other than what they purport to be on their face and, with respect to the documents specified in clause (viii)
of the definition of the “Mortgage File”, whether the insurance is effective as of the date of the recordation, whether
all endorsements or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement
document has been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced
in the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian
as part of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification
to be delivered in accordance with this Section 2.02 that the related 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


 






    -137-


     


    

 


of
the UCC Financing Statements to be assigned to the Trust will be delivered on the national forms (or on such other form as may
be acceptable for filing or recording in the applicable jurisdiction) and in a format suitable for filing or recording, as applicable,
and will be filed or recorded in the jurisdiction(s) where such UCC Financing Statements were originally filed or recorded, as
indicated in the documents provided, and in accordance with then-current laws.


 


(f)          
If, in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents
constituting a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements
of Sections 2.01(b) and 2.01(c), not to have been delivered, (3) to contain information that does not conform
in any material respect with the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective
on its face (each, a “Defect” in the related Mortgage File), the Custodian shall promptly so notify the Depositor,
the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable
Mortgage Loan Seller (and in no event later than ninety (90) days after the Closing Date and every calendar quarter thereafter
until all Defects are corrected) by providing a Custodial Exception Report setting forth for each affected Mortgage Loan, with
particularity, the nature of such Defect (in a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating
items required to be in the Mortgage File but never delivered from items which were delivered by such Mortgage Loan Seller but
are out for recording or filing and have not been returned by the recorder’s office or filing office).


 


(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.


 






    -138-


     


    

 


A Repurchase Request
Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege or attorney
work product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided pursuant to
this Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective Affiliates
to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement
of law or regulation and (ii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no
information provided pursuant to this Section 2.02(g) by a Repurchase Request Recipient, shall be deemed to constitute a
waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Mortgage
Loan Purchase Agreement, including with respect to any 15Ga-1 Repurchase Request that is the subject of a 15Ga-1 Notice.


 


In the event that the
Depositor, the Trustee, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or the Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward or otherwise provide written notice of
such 15Ga-1 Repurchase Request to the Master Servicer, if relating to a Non-Specially Serviced Loan, or to the Special Servicer,
if relating to a Specially Serviced Loan or REO Property, and include the following statement in the related correspondence: “This
is a ‘15Ga-1 Repurchase Request’ under Section 2.02 of the Pooling and Servicing Agreement relating to the Morgan
Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3 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


 






    -139-


     


    

 


(on
behalf of the Trustee), the Master Servicer and the Special Servicer to empower the Custodian (on behalf of the Trustee) and,
in the event of the failure or incapacity of the Custodian (on behalf of the Trustee), the Master Servicer or the Special Servicer,
to sign and/or submit, or to cause the Custodian to sign and/or submit for recording, at the expense of Seller, any mortgage loan
documents required to be recorded as described in Section 2.01 of this Agreement and any intervening assignments with evidence
of recording thereon that are required to be included in the Mortgage Files (so long as original counterparts have previously
been delivered to the Trustee (or the Custodian on its behalf)). Each Mortgage Loan Seller has agreed to reasonably cooperate
with the Custodian, the Trustee, the Master Servicer and the Special Servicer in connection with any additional powers of attorney
or revisions thereto that are requested by such parties for purposes of such recordation. The parties hereto agree that no such
power of attorney shall be used with respect to any Mortgage Loan by or under authorization by any party hereto except to the
extent that the absence of a document described in the second preceding sentence with respect to such Mortgage Loan remains unremedied
as of the earlier of (i) the date that is one hundred eighty (180) days following the delivery of notice of such absence to the
Mortgage Loan Seller, but in no event earlier than eighteen (18) months from the Closing Date, and (ii) the date (if any) on which
such Mortgage Loan becomes a Specially Serviced Loan. The Custodian, the Master Servicer or the Special Servicer, as applicable,
shall submit such documents for recording, at the related Mortgage Loan Seller’s expense, after the periods set forth above,
provided, the Custodian, the Master Servicer or the Special Servicer, as applicable, shall not submit such assignments for recording
if the related Mortgage Loan Seller produces evidence that it or a third-party on its behalf has sent any such assignment for
recording and certifies that such Mortgage Loan Seller is awaiting its return from the applicable recording office.


 


Section 2.03     
Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of
Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties. (a)  The Depositor hereby
represents and warrants that:


 


(i)           
The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware,
and the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement
by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby,
including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this
Agreement;


 


(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);


 






    -140-


     


    

 


(iii)         
The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not
conflict with any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach
of or constitute a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws
of the Depositor or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order
or decree applicable to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets
or property, which would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated
by this Agreement; the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency
or body required for the execution, delivery and performance by the Depositor of this Agreement;


 


(iv)         
There is no action, suit or proceeding pending or, to the Depositor’s knowledge, threatened against the Depositor
in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity
of the Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and


 


(v)          
The Depositor is the lawful owner of the Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust,
and the Mortgage Loans have been validly transferred to the Trust.


 


(b)          
After receipt of a Repurchase Request, the Enforcing Servicer shall request in writing that the applicable Mortgage Loan
Seller cure the Material Defect on or before the end of the Initial Cure Period or, if applicable, the Extended Cure Period or
repurchase the Mortgage Loan within such period in the event the Material Defect cannot be cured or is not cured. The Mortgage
Loan Seller is obligated under the related Mortgage Loan Purchase Agreement, (i) in the case of a Material Defect other than
a Qualified Mortgage Material Defect, not later than ninety (90) days after the applicable Mortgage Loan Seller’s receipt
of notice of such Material Defect from any party to this Agreement or (ii) in the case of a Qualified Mortgage Material Defect,
not later than eighty-five (85) days after the earlier of (x) the discovery by the related Mortgage Loan Seller or any party to
this Agreement of such Material Defect and (y) receipt of notice of such Material Defect from any party to this Agreement (such
ninety (90) or eighty-five (85) day period, as applicable, the “Initial Cure Period”), (A) cure such Material
Defect in all material respects, at such Mortgage Loan Seller’s own expense, including reimbursement of any related reasonable
additional expenses of the Trust reasonably incurred by any party to this Agreement, (B) repurchase the affected Mortgage
Loan or successor REO Loan (or, in the case of any Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest
thereof) at the applicable 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


 






    -141-


     


    

 


the
failure by the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s title insurance
required pursuant to clause (viii) of the definition of Mortgage File by a date not later than eighteen (18) months
following the Closing Date, and except with respect to a Qualified Mortgage Material Defect, if such Material Defect is capable
of being cured but is not cured within the Initial Cure Period, and the applicable Mortgage Loan Seller has commenced and is diligently
proceeding with the cure of such Material Defect within the Initial Cure Period, the applicable Mortgage Loan Seller shall have
an additional ninety (90) days commencing immediately upon the expiration of the Initial Cure Period (such additional ninety (90)
day period, the “Extended Cure Period”) to complete such cure (or, failing such cure, to repurchase the related
Mortgage Loan or successor REO Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage
Interest thereof) or substitute a Qualified Substitute Mortgage Loan) and provided, further, that with respect to
such Extended Cure Period the applicable Mortgage Loan Seller is required to deliver a copy of an officer’s certificate
to the Trustee, the Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate to the 17g-5
Information Provider), the Master Servicer, the Special Servicer, the Operating Advisor and (prior to the occurrence of a Consultation
Termination Event) 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


 






    -142-


     


    

 


Master
Servicer shall promptly provide the Special Servicer, but in any event within the time frames and in the manner provided in Section
3.19 (as if such Mortgage Loan were subject to a Servicing Transfer Event), with the Servicing File and all information, documents
and records relating to such Non-Specially Serviced Loan and any related Serviced Companion Loan, either in the Master Servicer’s
possession or otherwise reasonably available to the Master Servicer, and reasonably required by the Special Servicer to permit
the Special Servicer to calculate the Loss of Value Payment, to the extent set forth in Section 3.19 (as if such Mortgage
Loan were subject to a Servicing Transfer Event). The Loss of Value Payment shall include the portion of any Liquidation Fees
payable to the Special Servicer in respect of such Loss of Value Payment and the portion of fees of the Asset Representations
Reviewer attributable to the Asset Review of such Mortgage Loan. If such Loss of Value Payment is made, the Loss of Value Payment
shall serve as the sole remedy available to the Certificateholders and the Trust regarding the related Material Defect in lieu
of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute for the affected
Mortgage Loan based on such Material Defect under any circumstances. This paragraph is intended to apply only to a mutual agreement
or settlement between the applicable Mortgage Loan Seller and the Special Servicer on behalf of the Trust, provided that
(i) prior to any such agreement or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller or the Special
Servicer, as applicable, from exercising any of its rights related to a Material Defect in the manner and timing set forth in
the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure,
repurchase or substitute for such Mortgage Loan), (ii) such Loss of Value Payment shall not be greater than the Purchase
Price of the affected Mortgage Loan; and (iii) a Qualified Mortgage Material Defect may not be cured by a Loss of Value Payment.


 


If any Breach that constitutes
a Material Defect pertains to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage
Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under
such Mortgage Loan document(s), then the related Mortgage Loan Seller may cure such Breach within the applicable cure period (as
the same may be extended) by reimbursing the Trust (by wire transfer of immediately available funds) for (i) the reasonable
amount of any such costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee or the Trust that are incurred as a result of such Breach and have not been reimbursed by the related Mortgagor and (ii) the
amount of any fees payable pursuant to Section 12.02(b) to the extent not previously paid by the Mortgage Loan Seller to
the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan; provided, that 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


 






    -143-


     


    

 


be
part of the Trust Fund. Periodic Payments due with respect to a Qualified Substitute Mortgage Loan on or prior to the Due Date
in the month of substitution, and Periodic Payments due with respect to the related Deleted Mortgage Loan after the related Due
Date in the month of substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer to the applicable
Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt. Notwithstanding the foregoing,
if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a borrower),
healthcare facility, nursing home, assisted living facility, self-storage facility, theater or fitness center (operated by a borrower),
then the failure to deliver copies of the UCC Financing Statements with respect to such Mortgage Loan shall not be a Material
Defect.


 


Pursuant to each Mortgage
Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties securing a Mortgage Loan,
the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan (or, in the case of a Joint Mortgage Loan,
the applicable Mortgage Loan Seller Percentage Interest thereof) if (i) the affected Mortgaged Property may be released pursuant
to the terms of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged Property is, in fact,
released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan documents
and the related Mortgage Loan Seller provides an opinion of counsel to the effect that such release would not cause an Adverse
REMIC Event and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.


 


Upon any substitution
of a Qualified Substitute Mortgage Loan related to the repurchase or substitution of the affected Mortgage Loan pursuant to the
related Mortgage Loan Purchase Agreement, such Qualified Substitute Mortgage Loan will become part of the Trust Fund and be subject
to the terms of the related Mortgage Loan Purchase Agreement in all respects.


 


The repurchase or substitution
of any Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement will be on a whole-loan, servicing released basis.


 


(c)          
Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03,
and further subject to Section 2.01(b) and Section 2.01(c), any of the following Defects shall be deemed to constitute
a “Material Defect” to the extent the absence of the related document results from the applicable Mortgage Loan Seller’s
failure to deliver such document: (a) the absence from the Mortgage File of the original signed Mortgage 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


 






    -144-


     


    

 


of
such Mortgage Loan, the value of the related Mortgaged Property or the interests of the Certificateholders unless the related
Mortgage Loan Seller, after receipt of notice of such Defect, is unable to produce a copy of the document with respect to which
the Defect exists within a reasonable period after receiving such notice or otherwise establish that the original or copy, as
applicable, of such document has been delivered, in compliance with the terms of the related Non-Serviced PSA, to the custodian
under the related Non-Serviced PSA. Notwithstanding the foregoing, the delivery of executed escrow instructions or a binding commitment
to issue a lender’s title insurance policy, as provided in clause (viii) of the definition of Mortgage File
herein, in lieu of the delivery of the actual policy of lender’s title insurance, shall not be considered a Material Defect
with respect to any Mortgage File if such actual policy is delivered to the Custodian not later than eighteen (18) months following
the Closing Date. Notwithstanding the foregoing, to the extent a Mortgage Loan Seller has otherwise complied with its document
delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement, in the event that the Custodian has
acknowledged receipt pursuant to Section 2.02 above of a document that is part of the Mortgage File or a Mortgage Loan
Seller can otherwise prove delivery of the document, and the Custodian subsequently loses a document, the fact that such document
is lost may not be utilized as the basis for a claim of a Material Defect against a Mortgage Loan Seller pursuant to Section 5(a)
of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian shall be liable for any such
loss to the extent provided for in Section 8.01 hereof. This Section 2.03(c) shall have no impact on any determination
as to whether a Breach with respect to any Mortgage Loan constitutes a Material Defect.


 


(d)          
In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated
by this Section 2.03, upon (i) deposit of the full amount of the Purchase Price or Substitution Shortfall Amount (as the
case may be) for such Mortgage Loan in the account designated therefor by the Certificate Administrator on behalf of the Trustee
as the assignee of Depositor (or the Master Servicer on behalf of the Trustee), (ii) if applicable, receipt by the Trustee as the
assignee of Depositor (or the Custodian) of the Mortgage File for any Qualified Substitute Mortgage Loan to be substituted for
a Deleted Mortgage Loan, together with any certifications and/or opinions required pursuant to Section 2.03(b) to be delivered
by the related Mortgage Loan Seller, and (iii) delivery by the related Mortgage Loan Seller to each of the Trustee, the Certificate
Administrator, the Custodian, the Master Servicer and the Special Servicer of a receipt executed by the related Mortgage Loan Seller
evidencing such repurchase or substitution, the related Mortgage Loan Seller shall be entitled to (x) a release of the Mortgage
File and any other items previously required to be delivered by the related Mortgage 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


 






    -145-


     


    

 


Loan
Seller, and (z) the execution and delivery of notice to the affected Mortgagor of such transfer of such repurchased or replaced
Mortgage Loan.


 


(e)          
Section 5 of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders
(subject to the limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders,
the Master Servicer or the Special Servicer, with respect to any Material Defect.


 


(f)          
The Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular
Interests), enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement.
Such enforcement, including, without limitation, the legal prosecution of claims, if any, shall be carried out in the best 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


 






    -146-


     


    

 


the
collection of amounts due on behalf of such Mortgage Loan Seller in its sole discretion in accordance with the Servicing Standard.


 


(h)          
If (i) any Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this
Section 2.03 and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed
Underlying Loan in the related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect
shall be deemed to constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group
for purposes of this paragraph, and the related Mortgage Loan Seller shall repurchase or substitute for such other Crossed Underlying
Loan(s) in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such other Crossed Underlying Loans
satisfy the Crossed Underlying Loan Repurchase Criteria. In the event that the remaining Crossed Underlying Loans in such Crossed
Mortgage Loan Group satisfy the Crossed Underlying Loan Repurchase Criteria, the applicable Mortgage Loan Seller may elect either
to repurchase or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or
to repurchase or substitute for all of the Crossed Underlying Loans in the related Crossed Mortgage Loan Group. Any reserve or
other cash collateral or letters of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed Underlying
Loans in accordance with the related Mortgage Loan documents or otherwise on a pro rata basis based upon their outstanding
Stated Principal Balances. Except as provided in this Section 2.03(h) and Section 2.03(i), all other terms of the
related Mortgage Loans shall remain in full force and effect without any modification thereof.


 


(i)           
Notwithstanding the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying
Loans, the Depositor may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be
repurchased pursuant to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided,
that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and conditions of the related Mortgage,
this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in
connection with such partial release, the related Mortgage Loan Seller obtains an Opinion of Counsel (at such Mortgage Loan Seller’s
expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such
partial release, the related Mortgage Loan Seller delivers or causes to be delivered to the Custodian original modifications to
the Mortgage prepared and executed in connection with such partial release.


 


(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


 






    -147-


     


    

 


Primary
Collateral. If the exercise of the remedies by one party would materially impair the ability of the other party to exercise its
remedies with respect to the Primary Collateral securing the Crossed Underlying Loans held by such party, then both parties have
agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising such remedies until the Mortgage Loan documents
evidencing and securing the relevant Mortgage Loan can be modified in a manner that complies with the related Mortgage Loan Purchase
Agreement to remove the threat of material impairment as a result of the exercise of remedies.


 


(k)          
(i)  In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement
that a Mortgage Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect
to such Mortgage Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”),
such party shall promptly forward that Certificateholder Repurchase Request to the Master Servicer and the Special Servicer, and
the Enforcing Servicer shall promptly forward the Certificateholder Repurchase Request to the related Mortgage Loan Seller and
each other party to this Agreement. Subject to Section 2.03(l), the Enforcing Servicer shall be the Enforcing Party with
respect to a Certificateholder Repurchase Request.


 


(ii)          
In the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor (solely in its capacity as operating advisor) or the Directing Certificateholder identifies a Material Defect
with respect to a Mortgage Loan (without implying any duty of such person to make, or to attempt to make, such a discovery), that
party shall deliver prompt written notice of such Material Defect to each other party to this Agreement and the related Mortgage
Loan Seller identifying the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA Party Repurchase
Request” and each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, the “Repurchase
Request”). The Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the Trust against the related
Mortgage Loan Seller with respect to a PSA Party Repurchase Request.


 


(iii)          
In the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase
Request (a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply.
Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the
related Mortgage Loan Seller. A Resolved Repurchase Request shall not preclude the Special Servicer from exercising any of its
rights related to a Material Defect 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


 






    -148-


     


    

 


Website
indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (the “Proposed
Course of Action”). Such notice shall include (a) a request to Certificateholders to indicate to the Enforcing Servicer
their agreement with or dissent from such Proposed Course of Action and (b) a statement that in the event any Requesting Certificateholder
disagrees with the Proposed Course of Action, the Enforcing Servicer (if it is the Enforcing Party) will be compelled to follow
the course of action agreed to and/or proposed by the majority of Requesting Certificateholders as provided below. 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 Request and possible dispute resolution methods, such discussions to occur
and be completed no later than ten


 






    -149-


     


    

 


(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 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


 






    -150-


     


    

 


the
best interest of Certificateholders to commence litigation with respect to the Repurchase Request to avoid the running of any
applicable statute of limitations.


 


(vii)       
In the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust,
shall remain a party to any proceedings against the related Mortgage Loan Seller as further described herein.


 


(viii)      
Notwithstanding anything herein to the contrary, none of the Depositor, any Mortgage Loan Seller nor any of their respective
affiliates (other than any Controlling Class Certificateholder and any Holder of the VRR Interest (or any portion thereof)) shall
be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder.


 


(ix)         
Subject to the other provisions of this Section 2.03, the Requesting Certificateholder is entitled to elect either
mediation or arbitration in its sole discretion; however, the Requesting Certificateholder shall not be entitled to then utilize
the alternative method in the event that the initial method is unsuccessful.


 


(m)         
If the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)           
The mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage
Loan Seller which such selection shall 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.


 






    -151-


     


    

 


(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
reasonably and in good faith voluntarily produce to all other parties all documents upon


 






    -152-


     


    

 


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.


 


(iii)         
The details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted
under this Section 2.03,


 






    -153-


     


    

 


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 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


 






    -154-


     


    

 


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 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


 






    -155-


     


    

 


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 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


 






    -156-


     


    

 


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.


 


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


 






    -157-


     


    

 


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.


 


(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


 






    -158-


     


    

 


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
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)


 






    -159-


     


    

 


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.


 


(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


 






    -160-


     


    

 


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) within
sixty (60) days of the Closing Date or such shorter period as is required by the terms of such letter of credit or other applicable
Mortgage Loan documents, the related Mortgage Loan Seller shall notify the bank issuing the letter of credit that the Master Servicer
on behalf of the Trustee shall be the beneficiary under such letter of credit, and (b) within sixty (60) days of the Closing Date,
the Master Servicer shall present such letter of credit and the related assignment documentation delivered by the Mortgage Loan
Seller in accordance with such subclause of the definition of “Mortgage File” to the letter of credit bank issuing
such letter of credit and request that such letter of credit bank reissue the letter of credit in the name of “Wells Fargo
Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit
of registered holders of Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3”. 
The Master Servicer shall otherwise use reasonable efforts to obtain such reissued letter of credit back from the issuing letter
of credit bank within sixty (60) days (and in any event within ninety (90) days) following the Closing Date. The 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 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.


 






    -161-


     


    

 



(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 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

 


    -162-


     


    
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 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

 


    -163-


     


    
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 (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,

 


    -164-


     


    
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 reimbursed from principal collections on the other Mortgage Loans (as described in the first proviso in the definition of Principal Distribution Amount);

 

third, to the extent not previously so allocated pursuant to clause first or clause second, as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive of default interest and Excess Interest)on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth below on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this clause third that either (A)(x) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (y) with respect to any accrued and unpaid interest that was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that (absent such determination of nonrecoverability preventing such P&I Advance from being made) would not have been 

 


    -165-


     


    
advanced because of the reductions in the amount of related P&I Advances for such Mortgage Loan that would have occurred in connection with related Appraisal Reduction Amounts, or (B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;

 

fourth, to the extent not previously allocated pursuant to clause first or clause second, as a recovery of principal of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder;

 

fifth, as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (i) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts, or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I Advance not having been made as a result of a determination that such P&I Advance would have been a Nonrecoverable Advance plus (ii) any accrued and unpaid interest (exclusive of default interest and Excess Interest) that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates);

 

sixth, as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items relating to such Mortgage Loan;

 

seventh, as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;

 

eighth, as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;

 

ninth, as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;

 

tenth, as a recovery of any assumption fees, assumption application fees and Modification Fees then due and owing under such Mortgage Loan;

 

eleventh, as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other than, if applicable, accrued and unpaid Excess Interest (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees);

 

twelfth, as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and

 


    -166-


     


    
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);

 

third, to the extent not previously so allocated pursuant to clause first or clause second, as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive of default interest and Excess Interest) on such Mortgage Loan at the applicable Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth below or clause fifth of Section 3.02(b)(i) above on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this clause third that either (A)(x) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage

 


    -167-


     


    
Loan that have occurred in connection with related Appraisal Reduction Amounts or (y) with respect to any accrued and unpaid interest that was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that (absent such determination of nonrecoverability preventing such P&I Advance from being made) would not have been advanced because of the reductions in the amount of related P&I Advances for such Mortgage Loan that would have occurred in connection with 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, or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I Advance not having been made as a result of a determination that such P&I Advance would have been a Nonrecoverable Advance, plus (ii) any accrued and unpaid interest (exclusive of default interest and Excess Interest) that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth or clause fifth of subsection (b)(i) above on earlier dates);

 

sixth, as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;

 

seventh, as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;

 

eighth, as a recovery of any assumption fees, assumption application fees and Modification Fees then due and owing under such Mortgage Loan;

 

ninth, as a recovery of any other amounts then due and owing under such Mortgage Loan other than, if applicable, accrued and unpaid Excess Interest (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees); and

 

tenth, in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest;

 

provided that if a Non-Serviced Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related

 


    -168-


     


    
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 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

 


    -169-


     


    
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. 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

 


    -170-


     


    
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 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

 


    -171-


     


    
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 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

 


    -172-


     


    
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 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.

 


    -173-


     


    
(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;

 

(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

 


    -174-


     


    
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.

 

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,

 


    -175-


     


    
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 Wells Fargo 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 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

 


    -176-


     


    
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

 

(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.

 


    -177-


     


    
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 Wilmington Trust, National Association, as Trustee for the Holders of the Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3 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-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3 as their interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer or the Special Servicer shall be liable for any loss incurred on such Permitted Investments.

 

An amount equal to all income and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately as realized. If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Accounts, as the case may be, any provision herein to the contrary notwithstanding.

 

As of the Closing Date, the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, and the Lower-Tier REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate Administrator shall give notice to the Trustee, the Master Servicer and the Depositor

 


    -178-


     


    
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 outstanding which pursuant to their terms could pay Excess Interest, the Certificate Administrator shall terminate the Excess Interest Distribution Account.

 

(e)        The Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates Gain-on-Sale Proceeds) and maintain the Gain-on-Sale Reserve Account for the benefit of the Certificateholders. The Gain-on-Sale Reserve Account shall be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for mortgage pass-through certificates of other series administered by the Certificate Administrator.

 

Upon the disposition of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and remit such funds to the Master Servicer along with a notation of the amount of Gain-on-Sale Proceeds in the CREFC® REO Liquidation Report, which shall remit such funds to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account. Any gain on such disposition that is allocable to any related

 


    -179-


     


    
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, 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;

 


    -180-


     


    
(ii)   (A) to pay itself (or, with respect to any Excess Servicing Fee Rights, to pay Wells Fargo Bank, National Association if Wells Fargo 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, 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

 


    -181-


     


    
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 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

 


    -182-


     


    
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 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

 


    -183-


     


    
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 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

 


    -184-


     


    
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 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

 


    -185-


     


    
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 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);

 


    -186-


     


    
(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.

 

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

 


    -187-


     


    
solely on the basis of the actions described in the preceding sentence. For purposes of the definitions of “Available Funds,” “Principal Distribution Amount” and “Unscheduled Principal Distribution Amount,” any Balloon Payments that are received on or prior to the Remittance Date in any Collection Period but are includable in the distributions on the Distribution Date in such Collection Period as provided above shall each be deemed to have been collected in the prior Collection Period.

 

Notwithstanding anything to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer out of general collections that do not specifically relate to a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to the related Companion Loan, as applicable.

 

(b)        The Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any of the following purposes (the following not being an order of priority):

 

(i)    to be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier REMIC Distribution Account, and to make distributions on the Class R Certificates in respect of the Class LR Interest pursuant to Section 4.01(c);

 

(ii)   to pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);

 

(iii)  to pay the Certificate Administrator, the Certificate Administrator/Trustee Fee, as applicable, as contemplated by Section 8.05(a) hereof with respect to the Mortgage Loans;

 

(iv)  to pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator as provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or the Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02(ii) to the extent payable out of the Trust Fund, (D) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 10.01(g) or Section 10.01(m) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated 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);

 


    -188-


     


    
(v) 
     to pay any and all federal, state and local taxes imposed on the Lower-Tier REMIC or the Upper-Tier REMIC
or on the assets or transactions of any such REMIC, together with all incidental costs and expenses, to the extent none of the
Trustee, the Certificate Administrator, the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor
pursuant to Section 10.01(h);


 


(vi) 
    to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c) with respect to
the Lower-Tier REMIC or the Upper-Tier REMIC;


 


(vii) 
   to pay to the Master Servicer any amounts deposited by the Master Servicer in the Distribution Accounts not required
to be deposited therein; and


 


(viii)     to clear and terminate the Lower-Tier REMIC Distribution Account at the
termination of this Agreement pursuant to Section 9.01.

 

(c)        The Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the extent required to make the distributions of Excess Interest required by Section 4.01(j).

 

(d)       The Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account for any of the following purposes:

 

(i) 
      to make distributions to the Holders of the Regular Certificates (and 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.

 


    -189-


     


    
(g)        If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related Serviced REO Property, then the Special Servicer shall, promptly upon written direction from the Master Servicer (provided that, (1) with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of the occurrence of such Liquidation Event and (2) with respect to clause (v) below, the Certificate Administrator shall have provided the Master Servicer and the Special Servicer with five (5) Business Days’ prior notice of such final Distribution Date), promptly transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for deposit into the Collection Account for the following purposes:

 

(i)        to reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.05(a) of this Agreement, for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together with any interest on such Advances);

 

(ii)        to pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of such Loss of Value Payments, would constitute an additional expense of the Trust;

 

(iii)      to offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be (as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan or any related successor REO Loan;

 

(iv)       following the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related Serviced REO Property and any related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii) as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) in respect of any other Mortgage Loan or Serviced REO Loan; and

 

(v)       On the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above, to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be, additional trust fund expenses or any Nonrecoverable Advances incurred with respect to the Mortgage Loan related to such contribution.

 

(h)       Any Loss of Value Payments transferred to the Collection Account pursuant to clauses (g)(i)-(g)(iii) of the prior paragraph shall be treated as Liquidation Proceeds received by 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

 


    -190-


     


    
REO Loan for which such Loss of Value Payments are being transferred to the Collection Account to cover an item contemplated by clauses (g)(i)–(g)(iv) of the prior paragraph.

 

(i)         The Companion Paying Agent may, from time to time, make withdrawals from the Companion Distribution Account to make distributions pursuant to Section 4.01(k).

 

Section 3.06  Investment of Funds in the Collection Account and the REO Account. (a) The Master Servicer may direct any depository institution maintaining the Collection Account, the Companion Distribution Account or any other Servicing Account, escrow account or reserve account held by the Master Servicer (for purposes of this Section 3.06, an “Investment Account”), the Special Servicer may direct any depository institution maintaining the REO Account (also for purposes of this Section 3.06, an “Investment Account”) to invest or if it is such depository institution, may itself invest, the funds held therein, only in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the next succeeding date on which funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the depository institution maintaining such account is the obligor thereon and (ii) no later than the date on which funds are required to be withdrawn from such account pursuant to this Agreement, if the depository institution maintaining such account is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any funds held in an Investment Account shall be held in the name of the Master Servicer or the Special Servicer, as applicable, on behalf of the Trustee (in its capacity as such) for the benefit of the Certificateholders. The Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any other Servicing Account, escrow account or reserve account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account or any Servicing Account maintained by or for the Special Servicer) on behalf of the Trustee, shall maintain continuous physical possession of any Permitted Investment of amounts in the Collection Account, the Companion Distribution Account, the Servicing Accounts, the REO Account or any other escrow accounts or reserve accounts, as applicable, that is either (i) a “certificated security,” as such term is defined in the UCC (such that the Trustee shall have control pursuant to Section 8-106 of the UCC) or (ii) other property in which a secured party may perfect its security interest by physical possession under the UCC or any other applicable law. In the case of any Permitted Investment held in the form of a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC), the Master Servicer or the Special Servicer, as applicable, shall take or cause to be taken such action as the Trustee deems reasonably necessary to cause the Trustee to have control over such security entitlement. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any other Servicing Account, escrow account or reserve account maintained by or for the Master Servicer) or the Special Servicer (in the case of the REO Account or any Servicing Account maintained by or for the Special Servicer) shall:

 

(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

 


    -191-


     


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

 

   (b)        Interest and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account or any other Servicing Account, escrow account or reserve account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and investment income realized on funds deposited in the REO Account or any Servicing Account maintained by or for the Special Servicer, to the extent of the Net Investment Earnings, if any, with respect to such account for each period from and including any Distribution Date to and including the immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the Special Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c). In the event that any loss shall be incurred in respect of any Permitted Investment (as to which the Master Servicer or Special Servicer, as applicable, would have been entitled to any Net Investment Earnings hereunder) directed to be made by the Master Servicer or Special Servicer, as applicable, and on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing Account or the REO Account, the Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any other Servicing Account, escrow account or reserve account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account or any Servicing Account maintained by or for the Special Servicer) shall deposit therein, no later than the P&I Advance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date; provided that neither the Master Servicer nor the Special Servicer shall be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the insolvency of the federal or state chartered depository institution or trust company that holds such Investment Account, so long as such depository institution or trust company satisfied the qualifications set forth in the definition of Eligible Account at the time such investment was made (and, with respect to the Master Servicer, such federal or state chartered depository institution or trust company is not an Affiliate of the Master Servicer unless such depository institution or trust company satisfied the qualification set forth in the definition of Eligible Account both (x) at the time the investment was made and (y) thirty (30) days prior to such insolvency).

 

(c)        Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in 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.

 


    -192-


     


    
Section
3.07    Maintenance of Insurance Policies; Errors and Omissions and Fidelity
Coverage.  (a) The Master Servicer (with respect to
the Serviced Mortgage Loans and any related Serviced Companion Loan) shall use its efforts consistent with the Servicing
Standard to cause the Mortgagor to maintain, and the Special Servicer (with respect to REO Properties related to Serviced
Mortgage Loans) shall maintain, to the extent required by the terms of the related Mortgage Loan documents, all insurance
coverage as is required under the related Mortgage Loan documents except to the extent that the failure of the related
Mortgagor to do so is an Acceptable Insurance Default (and except as provided in the next sentence with respect to the Master
Servicer or Special Servicer, as applicable). If any Mortgage Loan documents permit the holder thereof to dictate to the
Mortgagor the insurance coverage to be maintained on such Mortgaged Property, the Master Servicer or, with respect to REO
Property, the Special Servicer, as applicable, shall impose or maintain, as applicable, such insurance requirements as are
consistent with the Servicing Standard taking into account the insurance in place at the closing of the Mortgage Loan, provided
that the Master Servicer will be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor to
maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar acts unless the
Mortgagor’s failure is an Acceptable Insurance Default (as determined by the Special Servicer with the consent of the
Directing Certificateholder (prior to the occurrence and continuance of a Control Termination Event and subject to the DCH
Limitations)) and only in the event the Trustee has an insurable interest therein and such insurance is available to the
Master Servicer or the Special Servicer, as applicable, and, if available, can be obtained at commercially reasonable rates.
The Master Servicer and Special Servicer shall be entitled to rely on insurance consultants (at the applicable
servicer’s expense) in determining whether any insurance is available at commercially reasonable rates. If the
Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination with respect to any
required Servicing Advance, the Master Servicer (with respect to the Serviced Mortgage Loans and any related Serviced
Companion 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. In addition, upon
request of the Risk Retention Consultation Party with respect to any individual triggering event, the Special Servicer shall
consult on a non-binding basis with the Risk Retention Consultation Party (only with respect to a Specially Serviced Loan
that is not an Excluded RRCP Loan) within the same time period as it would obtain the consent of, or consult with, the
Directing Certificateholder pursuant to Section 6.08 in connection with any such determination of an Acceptable Insurance
Default (without regard to the occurrence of a Consultation Termination Event). All Insurance Policies maintained by the
Master Servicer or the Special Servicer shall (i) contain a “standard” mortgagee clause, with loss payable to
the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage Loans (other than
any Non-Serviced Mortgage Loan), including any related Serviced Companion Loan, other than REO Properties) or to the Special
Servicer on behalf of the Trustee (in the case of insurance maintained 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 

 


    -193-


     


    
Loan, as applicable, and in any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage Loan documents), (v) be noncancelable without thirty (30) days prior written notice to the insured party (except in the case of nonpayment, in which case such policy shall not be cancelled without ten (10) days prior notice) and (vi) subject to the first proviso in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable law to issue such Insurance Policies. Any amounts collected by the Master Servicer or Special Servicer under any such Insurance Policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts to be released to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a). Any costs incurred by the Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor defaults on its obligation to do so, shall be advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating monthly distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan and Serviced Companion Loan (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so permit. Any cost incurred by the Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account). The foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single “Mortgage Loan”. Notwithstanding any provision to the contrary, the Master Servicer will not be required to maintain, and will not be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless such insurance was required at the time of origination of the related Serviced Mortgage Loan and is currently available at commercially reasonable rates.

 

Notwithstanding the foregoing, with respect to the Serviced Mortgage Loans and any related Serviced Companion Loan that either (x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to time in order to protect its interests, the Master Servicer shall, consistent with the Servicing Standard, (A) monitor in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional Exclusions; provided that the Master Servicer and the Special Servicer shall be entitled to conclusively rely 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

 


    -194-


     


    
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 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 and/or, upon the request of the Risk Retention Consultation Party, consulting (on a non-binding basis) with the Risk Retention Consultation Party, neither the Master Servicer nor the Special Servicer will be liable for any loss related to 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.

 


    -195-


     


    
(ii)   If the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a master single interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to the individual policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force-placed insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other than any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby) shall be paid by the Master Servicer as a Servicing Advance. Such master single interest or force-placed policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a), and there shall have been one or more losses which would have been covered by such policy had it been maintained, deposit into the Collection Account from its own funds the amount not otherwise payable under the master single or force-placed interest policy because of such deductible clause, to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence of any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.

 

(c)        Each of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect throughout the term of this Agreement a blanket fidelity bond and an “errors and omissions” Insurance Policy with a Qualified Insurer covering losses that may be sustained as a result of the Master Servicer’s and the Special Servicer’s, as applicable, officers’ and employees’ misappropriation of funds or errors or omissions in connection with its activities under the Agreement. Such amount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage of the Master Servicer or the Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special Servicer and providing the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c). The Special Servicer and the Master Servicer shall furnish upon request to the Trustee copies of all binders and policies or certificates evidencing that such bonds, if any, and insurance policies are in full force and effect.

 

(d)       At the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property securing a Serviced Mortgage Loan is in a federally designated special flood hazard area (and such flood insurance has been made available), the Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with applicable law and the terms of the Mortgage Loan and related 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

 


    -196-


     


    
related Serviced Companion Loan permits the mortgagee to require such coverage and the maintenance of such coverage is consistent with the Servicing Standard. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced Companion Loan, if applicable), and (ii) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard. If the cost of any insurance described above is not borne by the Mortgagor, the Master Servicer shall promptly make a Servicing Advance for such costs (or pay such amounts from the Collection Account if it determines such Advance would be a Nonrecoverable Advance).

 

(e)        During all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located in a federally designated special flood hazard area, the Special Servicer will cause to be maintained, to the extent available at commercially reasonable rates (as determined by the Special Servicer (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event and subject to the DCH Limitations) and, with respect to a Specially Serviced Loan that is not an Excluded RRCP Loan, upon request of the Risk Retention Consultation Party, upon non-binding consultation with the Risk Retention Consultation Party within the same time period as it would obtain the consent of, or consult with, the Directing Certificateholder (in either such case, in accordance with the Servicing Standard)), a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration in an amount representing coverage not less than the sum of (i) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended and (ii) such additional amounts as are sufficient to provide coverage for the value of improvements related to the Mortgaged Property that are located within a federally designated special flood hazard area. The cost of any such flood insurance with respect to an REO Property shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, paid by the Master Servicer as a Servicing Advance (or from the Collection Account if it determines such Advance would be a Nonrecoverable Advance).

 

(f)        Notwithstanding the foregoing, so long as the long-term debt obligations or the deposit account or claims-paying ability of the Master Servicer (or its immediate or remote parent) or the Special Servicer (or its immediate or remote parent), as applicable, is rated at least “A-” by S&P and “A-” by Fitch, the Master Servicer (or its public parent) or the Special Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance with respect to any of its 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:

 


    -197-


     


    
 (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 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 a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.

 


    -198-


     


    
In connection with any request for Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.08(a), the party processing the related servicing action shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider (who shall post such Review Package on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) or, with respect to any Serviced Companion Loan Securities, the 17g-5 information provider under the related Other Securitization, in each case in accordance with Section 3.25 of this Agreement.

 

To the extent permitted by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who bears the costs of obtaining any such Rating Agency Confirmation, the Master Servicer or the Special Servicer, as applicable, shall use reasonable efforts to make the related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance, such costs not collected from the related Mortgagor shall be advanced as a Servicing Advance.

 

If any Serviced Mortgage Loan or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced Companion Loan may be assumed or transferred without the consent of the mortgagee; provided that certain conditions are satisfied, then for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the Special Servicer, with respect to all Specially Serviced Loans (other than a Non-Serviced Mortgage Loan), related Serviced Companion Loans, on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard whether such conditions have been satisfied, or, with respect to any Non-Specially Serviced Loan which does not allow the mortgagee discretion in approving a transfer or assumption or does not allow for discretion in determining whether conditions to a transfer or assumption have been satisfied, the Master Servicer, on behalf of the Trustee as mortgagee of record, shall make such determination with respect to whether such conditions have been satisfied.

 

(b)        As to each Serviced Mortgage Loan and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-encumbrance” clause, which by its terms:

 

(i)         provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor or principals of the Mortgagor; or

 

(ii)        requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor or principals of the Mortgagor;

 

then, for so long as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement and subject to the processing and consent procedures specified in Section 3.33, 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

 


    -199-


     


    
extent such action is not a Major Decision or Special Servicer Decision, the Master Servicer shall determine in a manner consistent with the Servicing Standard), on behalf of the Trustee as the mortgagee of record, whether to (a) exercise any right it may have with respect to such Mortgage Loan or Serviced Companion Loan (x) to accelerate the payments thereon or (y) to grant or withhold its consent to the creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such rights, provided that, (A) with respect to such consent or waiver of rights that is a Major Decision, the Special Servicer shall, subject to the DCH Limitations, obtain the prior written consent (or deemed consent) of, or consult with, the Directing Certificateholder, and, if such Mortgage Loan is not an Excluded RRCP Loan, shall have consulted with the Risk Retention Consultation Party, in each case if, as and to the extent required under Section 6.08, and (B) with respect to any Mortgage Loan (I) with a Stated Principal Balance greater than or equal to 2% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding, (II) that has a combined loan-to-value ratio greater than 85% (based upon any and all existing and proposed debt), (III) that has a combined debt service coverage ratio less than 1.20x (in each case, determined based upon the aggregate debt service on the related Mortgage Loan and any related Companion Loan, if any, and the debt service on the proposed additional lien), (IV) together with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted or together with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of the ten largest Mortgage Loans or Crossed Mortgage Loan Groups outstanding (by Stated Principal Balance), or (V) with a Stated Principal Balance greater than or equal to $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 a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.

 

In connection with any request for Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.08(b), the Master Servicer or the Special Servicer, as applicable, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider (who shall post such Review Package on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) or, with respect to any Serviced Companion Loan Securities, the 17g-5 information provider under the related Other Securitization, in each case in accordance with Section 3.25 of this Agreement.

 

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 Mortgage Loan or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent of the mortgagee provided that certain conditions are satisfied and there is no lender discretion with respect to the satisfaction of such conditions, then for so long as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, the Special Servicer, with respect to all Specially Serviced Loans (other than a Non-Serviced Mortgage Loan), on behalf of the Trustee as the mortgagee of record, shall determine whether such conditions have been satisfied, or, with respect to all Non-Specially Serviced Loans which do not allow the mortgagee discretion in determining whether conditions are satisfied, the Master Servicer, on behalf of the Trustee as the mortgagee of record, shall make such determination with respect to whether such conditions have been satisfied.

 

(c)        Nothing in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional lien or other encumbrance with respect to such Mortgaged Property.

 

(d)       Except as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced Companion Loan, as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08. The Master Servicer and the Special Servicer, as applicable, shall provide copies of any final waivers (except with respect to provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section 3.08(a) or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage Loan, and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider (who shall post such documents on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)) and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section 3.08(a) or (b) and shall forward thereto a copy of such agreement.

 

(e)        Pursuant to each Mortgage Loan Purchase Agreement, if there is a breach of the representations and warranties set forth in paragraph 30 or paragraph 32 in Exhibit 2 thereto, and as a result the payments, by a Mortgagor, of reasonable costs and expenses associated with securing the consent or approval of the holder of the Mortgage for a waiver of a “due-on-sale” or “due-on-encumbrance” clause or the defeasance of a Mortgage Loan are insufficient such that the Trust incurs an additional trust fund expense in an amount equal to such reasonable costs and expenses not paid by such Mortgagor, the related Mortgage Loan Seller shall reimburse the Trust within ninety (90) days of the receipt of notice of such breach in an amount sufficient to avoid such additional trust fund expense (and, if applicable, to pay the amount of any fees and expenses of the Asset Representations Reviewer related to the Asset Review of such Mortgage Loan not previously paid by the related Mortgage Loan Seller).

 


    -201-


     


    
(f)        Notwithstanding any other provision of this Agreement, the Master Servicer may not waive its rights or grant its consent under any “due-on-sale” or “due-on-encumbrance” clause without the consent of the Special Servicer and the Special Servicer may not waive its rights or grant its consent under any “due-on-sale” or “due-on-encumbrance” clause relating to any Non-Specially Serviced Loan or relating to any Specially Serviced Loan without (prior to the occurrence and continuance of a Control Termination Event and subject to the DCH Limitations) the consent of the Directing Certificateholder (or after the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation Termination Event (and subject to the DCH Limitations), upon consultation with the Directing Certificateholder pursuant to Section 6.08 hereof). The Directing Certificateholder shall have ten (10) Business Days after receipt of notice along with the Master Servicer’s or Special Servicer’s recommendation and analysis with respect to such proposed waiver or proposed granting of consent and any additional information the Directing Certificateholder may reasonably request from the Special Servicer of a proposed waiver or consent under any “due on sale” or “due-on-encumbrance” clause in which to grant or withhold its consent (provided that if the Special Servicer fails to receive a response to such notice from the Directing Certificateholder in writing within such period, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver or consent).

 

(g)      Notwithstanding the foregoing provisions of this Section 3.08, if the Master Servicer or Special Servicer, as applicable, makes a determination under Sections 3.08(a) or 3.08(b) hereof that the applicable conditions in the related Mortgage Loan or Companion Loan documents, as applicable, with respect to assumptions or encumbrances permitted without the consent of the mortgagee have been satisfied, the applicable assumptions and transfers may be subject to an assumption or other fee, unless such fees are otherwise prohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents does not constitute a “significant” change in yield pursuant to Treasury Regulations Section 1.1001-3(e)(2).

 

Section 3.09   Realization Upon Defaulted Loans and Companion Loans.  (a) Upon an event of default under the Mortgage Loan documents related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the Master Servicer shall promptly provide written notice to the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the Special Servicer. The Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09, Section 3.24, subject to the Directing Certificateholders’ rights pursuant to Section 6.08, the Risk Retention Consultation Party’s rights pursuant to Section 6.08, and any Companion Holder or mezzanine lender’s rights under the related Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf of the holders of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert (which may include an REO Acquisition) the ownership of property securing any such Serviced Mortgage Loan and related Companion Loan, if any, as come into and continue in default as to which 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 

 


    -202-


     


    
increase the net proceeds of liquidation of such Mortgaged Property to Certificateholders after reimbursement to the Master Servicer or the Special Servicer, as applicable, for such Servicing Advance, and the Master Servicer or Special Servicer has not determined that such Servicing Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance. The costs and expenses incurred by the Special Servicer in any such proceedings shall be advanced by the Master Servicer; provided that, in each case, such cost or expense would not, if incurred, constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09 shall be construed so as to require the Master Servicer or the Special Servicer, on behalf of the Trust, to make an offer on any Mortgaged Property at a foreclosure sale or similar proceeding that is in excess of the fair market value of such property, as determined by the Master Servicer or the Special Servicer in its reasonable judgment taking into account the factors described in Section 3.16(b) and the results of any Appraisal obtained pursuant to the following sentence, all such bids to be made in a manner consistent with the Servicing Standard. If and when the Special Servicer or the Master Servicer deems it necessary and prudent for purposes of establishing the fair market value of any Mortgaged Property securing a Defaulted Loan or any related defaulted Companion Loan, whether for purposes of making an offer at foreclosure or otherwise, the Special Servicer or the Master Servicer, as the case may be, is authorized to have an Appraisal performed with respect to such property by an Independent MAI-designated appraiser the cost of which shall be paid by the Master Servicer as a Servicing Advance.

 

     (b)        The Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:

 

(i)        such personal property is 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:

 


    -203-


     


    
(i)      such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental consultant, that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the related Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and

 

(ii)    there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action could be required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.

 

The cost of any such Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial, corrective or other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid by the Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement by the Master Servicer from the Collection Account, including from the Companion Distribution Account (such withdrawal to be made from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any such Environmental Assessment so warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental Assessment ordered after such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense of the Trust as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the preceding sentence have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer and, with respect to Specially Serviced Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and be familiar with the terms and conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be taken (including delivering any notices to the insurer and using reasonable efforts to perform any actions required under such policy) under each environmental insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).

 

(d)       If (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions set forth in clauses (i) and (ii) of subsection (c) above of 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

 


    -204-


     


    
Mortgage Loan Purchase Agreement, then the Special Servicer shall take such action as it deems to be in the best economic interest of the Trust (other than proceeding to acquire title to the Mortgaged Property) and is hereby authorized (prior to the occurrence and continuance of a Control Termination Event (or with respect to any Serviced AB Mortgage Loan, after the occurrence and during the continuation of a Serviced AB Control Appraisal Period, but prior to the occurrence and continuance of a Control Termination Event) and subject to the DCH Limitations), with the consent of the Directing Certificateholder at such time as it deems appropriate to release such Mortgaged Property from the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal balance of greater than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the related Mortgage, (i) the Special Servicer shall have notified the Rating Agencies, the Trustee, the Certificate Administrator, the Master Servicer and (prior to the occurrence of a Consultation Termination Event and subject to the DCH Limitations) the Directing Certificateholder, in writing of its intention to so release such Mortgaged Property and the bases for such intention, (ii) the Certificate Administrator shall have posted such notice of the Special Servicer’s intention to so release such Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 3.13(b) and (iii) in addition to the prior written consent of the Directing Certificateholder as required above, the Holders of Certificates entitled to a majority of the Voting Rights shall have consented or have been deemed to have consented to such release within thirty (30) days of the Certificate Administrator’s posting such notice to the Certificate Administrator’s Website (failure to respond by the end of such 30-day period being deemed consent of the Holders of the Certificates). To the extent any fee charged by any Rating Agency in connection with rendering such written confirmation is not paid by the related Mortgagor, such fee is to be an expense of the Trust; provided that the Special Servicer shall use commercially reasonable efforts to collect such fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.

 

(e)        The Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the Directing Certificateholder (subject to the DCH Limitations) and the Risk Retention Consultation Party (other than with respect to any Excluded RRCP Loan), the Master Servicer and the 17g-5 Information Provider monthly regarding any actions taken by the Special Servicer with respect to any Mortgaged Property securing a Defaulted Loan, or defaulted Companion Loan as to which the environmental testing contemplated in subsection (c) above has revealed that either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof has not been satisfied, in each case until the earlier to occur of satisfaction of both such conditions, repurchase of the related Mortgage Loan by the applicable Mortgage Loan Seller or release of the lien of the related Mortgage on such Mortgaged Property.

 

(f)        The Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required to be reported with respect to any Mortgage Loan or related Companion Loan that is abandoned or foreclosed and the Master Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner required by applicable law, such information and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of indebtedness and abandonment and foreclosure to the extent such information has been provided to the Master Servicer by the Special Servicer. Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.

 


    -205-


     


    
(g)        The Special Servicer shall have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance of an action to obtain a deficiency judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage Loan (and if applicable, the related Companion Loan) permit such an action.

 

(h)        The Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan or any REO Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall be evidenced by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator, the Directing Certificateholder (subject to the DCH Limitations) and the Risk Retention Consultation Party (other than with respect to any Excluded RRCP Loan) and the Master Servicer and in no event later than the next succeeding P&I Advance Determination Date.

 

Section 3.10  Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files.  (a) Upon the payment in full of any Serviced Mortgage Loan, or the receipt by the Master Servicer or the Special Servicer, as the case may be, of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer or Special Servicer, as the case may be, will promptly notify the Trustee and the Custodian and request delivery of the related Mortgage File. Any such notice and request shall be in the form of a Request for Release signed by a Servicing Officer and shall include a statement to the effect that all amounts received or to be received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer to enable such deposit, have been or will be so deposited. Within seven (7) Business Days (or within such shorter period as release can reasonably be accomplished if the Master Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt of such notice and request, the Custodian shall release the related Mortgage File to the Master Servicer or Special Servicer, as the case may be; provided that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage Loan, the related Mortgage File shall not be released by the Custodian unless the related Serviced Whole Loan is paid in full. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account.

 

(b)        From time to time as is appropriate for servicing or foreclosure of any Serviced Mortgage Loan (and any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for Release signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document therein to the Master Servicer or the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or such document to the Custodian, or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the Master Servicer or the Special Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole Loan, the related Companion Loan), was liquidated and that all amounts received or to be received in connection with such liquidation which are required to be deposited into the Collection Account (including amounts related to the related Companion Loan, if applicable) pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan has become an REO Property, a copy of the Request for Release shall be released by the Custodian to the Master

 


    -206-


     


    
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 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 

 


    -207-


     


    
Companion Loan or REO Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a).

 

Except as set forth in the following sentence, the fourth paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof or as provided in the following paragraph with respect to the Excess Servicing Fee). With respect to each Serviced Companion Loan, the Servicing Fee shall be payable to the Master Servicer from amounts payable in respect of such Serviced Companion Loan, subject to the terms of the related Intercreditor Agreement.

 

The Master Servicer and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided, that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form of Exhibit TT-1 attached hereto, and (iii) the prospective transferee shall have delivered to the Master Servicer and the Depositor a certificate substantially in the form of Exhibit TT-2 attached hereto. None of the Depositor, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Asset Representations Reviewer or the Certificate Registrar shall have any obligation to register or qualify an Excess Servicing Fee Right under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification. The Master Servicer and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and the Master Servicer hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator, the Custodian, the Trustee, the Master Servicer, the Certificate Registrar, the Operating Advisor, the Asset Representations Reviewer and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws 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

 


    -208-


     


    
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 is a Major Decision or Special Servicer Decision (in each case, regardless of who processes such consent, approval or other action) 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 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 is a Major Decision or Special Servicer Decision (in each case, regardless of who processes such consent, approval or other action);

 

(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);

 


    -209-


     


    
(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 is a Major Decision or Special Servicer Decision (in each case, regardless of who processes such consent, approval or other action);

 

(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 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

 


    -210-


     


    
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, Wells Fargo 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 Wells Fargo Bank, National Association, as Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).

 

(b)        As compensation for its activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and 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.

 


    -211-


     


    
 

 

(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 any Specially Serviced Loans (or any successor REO 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 is a Major Decision or Special Servicer Decision (in each case, regardless of who processes such consent, approval or other action);

 

(iii) (x) 100% of assumption fees collected during the related Collection Period with respect to Specially Serviced Loans 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 is a Major Decision or Special Servicer Decision (in each case, regardless of who processes such consent, approval or other action);

 

(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 Specially Serviced Loans 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 is a Major Decision or Special Servicer Decision (in each case, regardless of who processes such consent, approval or other action);

 

(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

 


    -212-


     


    
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 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

 


    -213-


     


    
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.

 

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).

 


    -214-


     


    
Penalty Charges (other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation under the related Non-Serviced PSA) remaining thereafter shall be distributed to the Master Servicer, if and to the extent accrued while such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the Special Servicer, if and to the extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO Loan. Any Penalty Charges paid or payable as additional servicing compensation to the Master Servicer and the Special Servicer shall be distributed between the Master Servicer and the Special Servicer, on a pro rata basis, based on the Master Servicer’s and the Special Servicer’s respective entitlements to such compensation described in the previous sentence. Notwithstanding the foregoing, Penalty Charges with respect to any Companion Loan will be allocated pursuant to the applicable Intercreditor Agreement after 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

 


    -215-


     


    
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. 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 2021 (and each Mortgaged Property shall be inspected on or prior to December 31, 2022); 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

 


    -216-


     


    
Servicer, as applicable, deems material, (iv) any visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder (prior to the occurrence and continuance of a Control Termination Event and subject to the DCH Limitations). Within five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs that are Privileged Persons. In respect of any Mortgage Loan that 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

 


    -217-


     


    
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 March 31, 2020, a CREFC® Operating Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property as of the end of that calendar quarter, provided, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC® guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property unless such Mortgaged Property is analyzed on a trailing 12 month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to each Serviced Mortgage Loan 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, 2020, 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.

 


    -218-


     


    
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 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 December 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 General 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 December 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 General Special Servicer. Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date beginning December 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.

 


    -219-


     


    
(e)        Not later than 5:00 p.m. (New York City time) on each Remittance Date, 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) on such Remittance Date, the Certificate Administrator shall request such CREFC® Schedule AL File from the Master Servicer via email at ssreports@wellsfargo.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

 


    -220-


     


    
Servicer shall have no obligation to provide such information or reports to the Certificate Administrator until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(d) caused by the Special Servicer’s failure to timely provide any information or report required under Section 3.12(b) or Section 3.12(c) of this Agreement.

 

(g)        Notwithstanding the foregoing, however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent with applicable law and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).

 

(h)        Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) making such statement, report or information available on the Master Servicer’s website (with respect to items delivered by the Master Servicer) or the Certificate Administrator’s Website, unless this Agreement expressly specifies a particular method of delivery.

 

Notwithstanding anything to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies in electronic format shall follow upon the correction of such system problems.

 

Section 3.13   Access to Certain Information.

 

 (a) Each of the Master Servicer and the Special Servicer shall provide or cause to be provided to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of the Federal Reserve System of the United States of America and the supervisory agents and examiners of such boards and such corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, and to each Holder of a Non-Registered Certificate, access to any documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and, in the case of a 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

 


    -221-


     


    
such Person identified above by the delivery of copies of information as requested by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders, as applicable) of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in making such copies. Such access shall (except as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.

 

The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.13 as a result of a confidentiality obligation shall not constitute a breach of this Section 3.13. In connection with providing information pursuant to this Section 3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website; (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney-client privilege. Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer or the Special Servicer, as the case may be, determines, in its reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney-client privilege on behalf of the Trust or otherwise materially harm the Trust. Without limiting the generality of the foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that it reasonably determines would prejudice the interest of the Certificateholders with respect to a workout or exercise of remedies as to any particular Mortgage Loan.

 

Notwithstanding the limitation set forth in the next succeeding paragraph but subject to the last sentence of the immediately preceding paragraph, upon the reasonable request of any Certificateholder (or with respect to any Serviced Subordinate Companion Loan, the holder of such Serviced Subordinate Companion Loan) that has delivered an Investor Certification to the Master Servicer or the Special Servicer, 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

 


    -222-


     


    
by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, generally to the effect that such Person will keep such information confidential and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder or holder of such Serviced Subordinate Companion Loan, as applicable, may have under this Agreement.

 

Notwithstanding anything to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder or Certificate Owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.

 

(b)        The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format:

 

(i)      The following documents, which will initially be made available under a tab or heading designated “deal documents”:

 

(A)       the Prospectus and any other disclosure document relating to the Registered Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;

 

(B)       this Agreement and any amendments and exhibits hereto;

 

(C)       any Sub-Servicing Agreements delivered to the Certificate Administrator on or after the Closing Date;

 

(D)       the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and

 

(E)       the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;

 

(ii)   the following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;

 

(A)       any reports on Forms 10-D, ABS-EE, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Trust through the EDGAR system;

 


    -223-


     


    
(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;

 


    -224-


     


    
(E)       any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other notice required to be delivered to the Certificateholders pursuant to Section 12.01;

 

(F)       any Asset Review Report Summary received by the Certificate Administrator;

 

(G)       any notice of the termination of the Sub-Servicer delivered pursuant to Section 3.20(g);

 

(H)       any notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;

 

(I)        any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;

 

(J)        any notice of resignation or termination of the Master Servicer or Special Servicer pursuant to Section 7.03;

 

(K)       any notice of termination pursuant to Section 9.01;

 

(L)       any notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and any notice of the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26 or Section 12.03, respectively;

 

(M)      any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b);

 

(N)       any notice of recommendation of termination of the Special Servicer by the Operating Advisor and the related report prepared by the Operating Advisor in connection with such recommendation;

 

(O)       any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred or is terminated;

 

(P)       any notice of the occurrence of an Operating Advisor Termination Event;

 

(Q)       any notice of the occurrence of an Asset Representations Reviewer Termination Event;

 

(R)       any assessments of compliance delivered to the Certificate Administrator; and

 


    -225-


     


    
(S)       any attestation reports delivered to the Certificate Administrator;

 

(T)       any “special notices” requested by a Certificateholder to be posted on the Certificate Administrator’s website pursuant to Section 5.06;

 

(U)       any Proposed Course of Action Notice; and

 

(V)       any notices or documents provided to the Certificate Administrator by the Depositor or the Master Servicer for posting to the “Special Notices” tab;

 

(vi)  the “Investor Q&A Forum” pursuant to Section 4.07(a);

 

(vii) solely to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant to Section 4.07(b); and

 

(viii)            the “US Risk Retention Special Notices” tab, which will contain any notices relating to ongoing compliance by each Retaining Party with the hedging, transfer, financing and other restrictions under the Risk Retention Rule;

 

provided, that with respect to a Control Termination Event or Consultation Termination Event that is deemed to exist due solely to the existence of an Excluded 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.

 

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

 


    -226-


     


    
Administrator’s Website (and not under any of the tabs or headings described in items (i) through (vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)).

 

Any Person that is a Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items made available to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the Commission filings on the Certificate Administrator’s Website, and (b) in the case of the Directing Certificateholder or a Controlling Class Certificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form (or, solely with respect to the Master Servicer, in electronic form) of an investor certification substantially in the forms of Exhibit P-1D and Exhibit P-1B and upon delivery to the Certificate Administrator in physical form of an investor certification substantially in the form of Exhibit P-1F, which shall include each of the CTSLink User ID associated with such Excluded Controlling Class Holder, all information (other than the Excluded Information with respect to any Excluded Controlling Class Loans (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans)) available on the Certificate Administrator’s Website.

 

In the case of the Directing Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an investor certification substantially in the form of Exhibit P-1B hereto, such Directing Certificateholder or Controlling Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each require and rely on (i) an investor certification in the form of Exhibit P-1B hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification in the form of Exhibit P-1D hereto from the Directing Certificateholder or a Controlling Class Certificateholder to the effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s). In the event the Directing Certificateholder or a Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in writing substantially in the form of Exhibit P-1E that such party has become an Excluded Controlling Class Holder with respect to the Excluded Controlling Class Loan(s) listed in such notice and shall also provide the Certificate Administrator a notice substantially in the form of Exhibit P-1F listing each of the CTSLink User ID associated with such Excluded Controlling Class Holder and directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation from the Certificate Administrator that such access has been restricted, such Excluded Controlling Class Holder shall submit a new investor certification substantially in the form of Exhibit P-1D to access the information on the Certificate Administrator’s Website, except that such Excluded Controlling Class Holder shall not be entitled to access any Excluded Information related to any Excluded Controlling Class Loan(s) (unless a loan-by-loan segregation

 


    -227-


     


    
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 or the Risk Retention Consultation Party
from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan or Excluded
RRCP Loan with respect to which such party is not a Borrower Party and, if such Excluded Information is not available to such
party on the Certificate Administrator’s Website because of such party’s Excluded Controlling Class
Holder status (or such party’s status as Risk Retention Consultation Party with respect to an Excluded RRCP Loan), such
party shall be permitted to obtain such information from the Master Servicer or Special Servicer in accordance with Section
4.02(f) of this Agreement. The provisions in this Section 3.13(b) shall not limit the Master
Servicer’s ability to make accessible certain information regarding the Mortgage Loans at a website maintained by the
Master Servicer.

 

Notwithstanding anything herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates of the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, has received a notice substantially in the form of Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder that it has become an Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall be liable for any communication to the Directing Certificateholder or a Controlling Class Certificateholder that is an Excluded Controlling Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including any related Excluded Information delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website) if the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect to any related Excluded Information posted on the Certificate Administrator’s Website, such information was not delivered to the Certificate Administrator in accordance with Section 3.32.

 

Each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on delivery from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially in the form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing Certificateholder or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, such Directing Certificateholder or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information to (A) the related 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

 


    -228-


     


    
Affiliate involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above.

 

To the extent the Risk Retention Consultation Party or a holder of the VRR Interest receives access pursuant to this Agreement to any information solely related to an Excluded RRCP Loan (which shall include any Asset Status Reports, Final Asset Status Reports (or summaries thereof) and inspection reports related to Specially Serviced Loans conducted by the Special Servicer, and which may include any Operating Advisor reports delivered to the Certificate Administrator regarding the Special Servicer’s net present value determination or any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(e), and any Officer’s Certificates delivered by the Trustee, the Master Servicer or the Special Servicer, supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, but in each case other than information with respect to such Mortgage Loan that is aggregated with information of other Mortgage Loans at a pool level), on the Certificate Administrator’s Website or otherwise receives access to such information, such Risk Retention Consultation Party shall be deemed to have agreed that it (i) will not directly or indirectly provide any such information to (A) any related Borrower Party, (B) any employees or personnel of such Risk Retention Consultation Party or any of its Affiliates involved in the management of any investment in any related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in any related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above. For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to any such applicable Excluded RRCP Loan) shall be considered information that is aggregated with information of other Mortgage Loans at a pool level.

 

The Certificate Administrator makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available on its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information distributed by it for which it is not the original source. Notwithstanding anything herein to the contrary, the Certificate Administrator shall not be liable for any disclosure of information relating to any Excluded Controlling Class Loan to the extent such information was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.

 

In connection with providing access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance with Section 3.13(b), the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance

 


    -229-


     


    
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-L3” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:

 

(i)         any notices of waivers under Section 3.08(d);

 

(ii)        any Final Asset Status Report delivered by the Special Servicer under Section 3.19(d);

 

(iii)       any notice of final payment on the Certificates;

 

(iv)       any environmental reports delivered by the Special Servicer under Section 3.09(e);

 

(v)        any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;

 

(vi)       any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09 or 11.10;

 

(vii)      any annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;

 

(viii)     any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);

 

(ix)       copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;

 

(x)        any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);

 

(xi)       any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;

 

(xii)      any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;

 


    -230-


     


    
(xiii)     any notice of a Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section 7.01;

 

(xiv)     any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section 8.09;

 

(xv)      any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant to Section 13.01(a)(viii);

 

(xvi)     any Operating Advisor Annual Report pursuant to Section 3.26;

 

(xvii)    any summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with whom the communication was held pursuant to Section 3.13(g);

 

(xviii)   any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation, Section 2.03(b), Section 3.07(a), Section 3.12, Section 3.17(c), Section 3.18(g); Section 11.09 or Section 11.10; and

 

(xix)      any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.

 

The foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m., New York City time, or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m., New York City time; provided, further, that any information delivered pursuant to Section 3.13(e) shall be posted in accordance with Section 3.13(e). The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event that any information is delivered or posted in error, each of the Certificate Administrator and the 17g-5 Information Provider may remove such information from the 17g-5 Information Provider’s Website. The Certificate Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information merely by posting such information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website to the extent such information was not produced by the Certificate Administrator or the 17g-5 Information Provider, as applicable. Access will be provided by the 17g-5 Information Provider to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit P-2 hereto (which certification may be submitted electronically via the 17g-5 Information Provider’s Website). If a Rating Agency

 


    -231-


     


    
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-L3” in the subject line).

 

Upon delivery by the Depositor to the 17g-5 Information Provider (in an electronic format mutually agreed upon by the Depositor and the 17g-5 Information Provider) of information designated by the Depositor as having been previously made available to NRSROs by the Depositor (the “Pre-Closing 17g-5 Information”), the 17g-5 Information Provider shall make such Pre-Closing 17g-5 Information available only to the Depositor and to NRSROs via the 17g-5 Information Provider’s Website pursuant this Section 3.13(c).  The Depositor shall not be entitled to direct the 17g-5 Information Provider to provide access to the Pre-Closing 17g-5 Information or any other information on the 17g-5 Information Provider’s Website to any designee or other third party.

 

Upon request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5 Information Provider disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional information.

 

The 17g-5 Information Provider shall notify any party that delivers any information, report, notice or document to the 17g-5 Information Provider under this Agreement that such information, report, notice or document was received and that it has been posted. Except as provided in Section 3.13(e), the Master Servicer or Special Servicer, as applicable, may, but shall not be obligated to send such information, report, notice or document to the applicable Rating Agency following the earlier of (a) receipt of notification from the 17g-5 Information Provider that such information, report or other document has been posted to the 17g-5 Information Provider’s Website and (b) after 2:00 p.m. (New York City time) on the first Business Day following the date the Master Servicer or the Special Servicer, as applicable, has provided such information, report, notice or other document to the 17g-5 Information Provider (other than in accordance with Section 3.13(e)). The 17g-5 Information Provider shall notify each Person that has signed-up for access to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically identify such document in the subject line or otherwise in the body of the email notice. The 17g-5 Information Provider shall send such notice to such Person’s email address provided by and used by such Person for the purpose of accessing the 17g-5 Information Provider’s Website, including a general email address if such general email address has been provided to the 17g-5 Information Provider in connection with a completed NRSRO Certification in the form of Exhibit P-2 hereto.

 

Any information required to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic mail at

 


    -232-


     


    
17g5informationprovider@wellsfargo.com, specifically with a subject reference of “MSC 2019-L3” and an identification of the type of information being provided in the body of such electronic mail, or via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider.

 

(d)       The Depositor hereby authorizes the Certificate Administrator to make available to the Financial Market Publishers or such other vendor chosen by the Depositor upon delivery by such vendor to the Certificate Administrator of a certification in the form of Exhibit P-3 hereto (which certification may be submitted electronically via the Certificate Administrator’s Website), all the Distribution Date Statements, CREFC® Reports and supplemental notices with respect to such Distribution Date Statements and CREFC® Reports to Privileged Persons.

 

(e)        The Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information that relates to two or more transactions to the 17g-5 Information Provider. Provided such information is specifically designated by the Master Servicer or Special Servicer as a bulk delivery, such specifically labeled bulk information shall be posted by the 17g-5 Information Provider, and the 17g-5 Information Provider may, but shall not be obligated to, post such bulk information in accordance with the timeframe provided in Section 3.13(c).

 

(f)        The Master Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure Parties”) (in the case of deliveries to a Rating Agency, subject to the conditions set forth in the penultimate paragraph of Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information), applicable law or by the related Mortgage Loan documents. The Master Servicer shall be entitled to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such information (A) except for the Depositor and the Rating Agencies, enter into (x) an Investor Certification, (y) a confidentiality agreement substantially in the form of Exhibit X or (z) a “click-through” confidentiality agreement if such information is being provided through the Master Servicer’s website, and (B) acknowledge that the Master Servicer may contemporaneously provide such information to any other Disclosure Party. In addition, to the extent access to such information is provided via the Master Servicer’s website, the Master Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional or alternative agreement as to the confidential nature of such information. In connection with providing access to or copies of the information described in this Section 3.13(f) to current or prospective Certificateholders the form of confidentiality agreement used by the Master Servicer shall be: (i) in the case of a Certificateholder, an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information confidential (except that such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators and (y) to any other Person that holds

 


    -233-


     


    
or is contemplating the purchase of any Certificate or interest therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein or an investment advisor related thereto, an Investor Certification indicating that such Person is a prospective purchaser of a Certificate or an interest therein or an investment advisor related thereto and is requesting the information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential with no further dissemination (except that such Certificateholder may provide such information to its auditors, legal counsel and regulators). In the case of a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder, the Investor Certification shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.

 

Neither the Master Servicer nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement or by others in violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant to this Section 3.13 unless such information was produced by the Master Servicer or Special Servicer, as applicable.

 

(g)        The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated) to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage Loans, the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor Agreement; provided that such party summarizes the information provided to the Rating Agencies in such communication in writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures set forth in Section 3.13(c) the same day such communication takes place; provided, further that the summary of such oral communications shall not identify which Rating Agency the communication was with. The 17g-5 Information Provider shall post such written summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 3.13(c).

 

(h)        The Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor and the Risk Retention Consultation Party such reports, notices and other information produced or otherwise available to the Directing Certificateholder (other than, prior to the occurrence and continuance of a Control Termination Event, any Asset Status Reports that are not Final Asset Status Reports and any Major Decision Reporting Package with respect to a Non-Specially Serviced Loan), or Certificateholders generally, requested by the Operating Advisor in support of the performance of its obligations under this Agreement or requested by the Risk Retention Consultation Party in electronic format and that are not available on the Certificate Administrator’s Website or included in any reports distributed by the Certificate Administrator. Notwithstanding anything to the contrary in this Agreement, so long as LNR Partners, LLC is the General Special Servicer hereunder, it shall not be required to consult with or provide any reports or information to the Risk Retention Consultation Party.

 

(i)         None of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written communications, or providing information,

 


    -234-


     


    
between the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s, the Operating Advisor, the Asset Representations Reviewer’s or the Special Servicer’s, as applicable, servicing operations in general; provided that the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage Loans, to any Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider’s Website or (z) the Rating Agency confirms that it does not intend to use such information in undertaking credit rating surveillance with respect to the Certificates (and the party providing such information to a Rating Agency shall, upon request, certify to the Depositor that it received the confirmation described in this clause (z) or provide the Depositor with a copy of such confirmation from the applicable Rating Agency); provided, that the Rating Agencies may use information delivered under this clause (z) for any purpose to the extent it is publicly available (unless the availability results from a breach of this Agreement) or comprised of information collected by the applicable Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s website that they have access to) other than pursuant to this Section 3.13(i).

 

(j)         The costs and expenses of compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall not be additional expenses of the Trust, but shall be borne by the applicable party hereto.

 

Section 3.14  Title to REO Property; REO Account.

 

 (a) If title to any Mortgaged Property is acquired (directly or through a single member limited liability company established for that purpose) and thus becomes REO Property, the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14. The Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the third calendar year following the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either (i) applies for a qualifying extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then-applicable REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee and the Certificate Administrator an Opinion of Counsel, addressed to the Trustee and the Certificate Administrator, to the effect that the holding

 


    -235-


     


    
by the Trust of such REO Property subsequent to the close of the third calendar year following the year in which acquisition occurred will not cause an Adverse REMIC Event. If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust payable out of the Collection Account pursuant to Section 3.05(a).

 

(b)        The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier Regular Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within two (2) Business Days after receipt of properly identified and available funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06. The Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof.

 

(c)        The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO Property. On the later of the date that is (x) on or prior to each Determination Date or (y) two (2) Business Days after such amounts are received and properly identified and determined to be available (or, with respect to a Serviced Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date), the Special Servicer shall withdraw from the REO Account and remit to the Master Servicer which shall deposit into the Collection Account (or the Companion Distribution Account, as applicable), the aggregate of all amounts received in respect of each REO Property during the Collection Period ending on such Determination Date, net of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided, that the Special Servicer may retain in such REO Account, in accordance with the Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to the day the Special Servicer remits funds as provided in this Section 3.14(c), the Special Servicer shall provide the Master Servicer with a written accounting of amounts remitted to the Master Servicer for deposit in the Collection Account, as applicable, on such date. The Master Servicer shall apply all such amounts received by the Master Servicer as of the Determination Date as instructed by the Special Servicer (or with respect to an REO Loan

 


    -236-


     


    
that is a successor to a Serviced Companion Loan, on each Serviced Whole Loan Remittance Date) for the related Distribution Date.

 

(d)       The Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).

 

Section 3.15    Management of REO Property.  (a) If title to any REO Property is acquired, the Special Servicer shall manage, conserve, protect, operate and lease such REO Property (other than any Non-Serviced Mortgaged Property) for the benefit of the Certificateholders and the related Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests) solely for the purpose of its timely disposition and sale in a manner that does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust or any Serviced Companion Noteholder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event. Subject to the foregoing, however, the Special Servicer shall have full power and authority to do any and all things in connection therewith as are in the best interests of and for the benefit of the Certificateholders (and, in the case of each Serviced Whole Loan, the related Companion Holder(s)) and the Trustee (as holder of the Lower-Tier Regular Interests) all as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loan, as the case may be) (as determined by the Special Servicer in its reasonable judgment in accordance with the Servicing Standard). Notwithstanding anything to the contrary herein, REO Property with respect to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.15. Subject to this Section 3.15, the Special Servicer may allow the Trust or any commercial mortgage securitization that holds any Serviced Companion Loan to earn “net income from foreclosure property” within the meaning of Section 860G(d) of the Code if it determines that the net-after tax benefit to Certificateholders and, if applicable, any related Companion Holder(s), as a collective whole, could reasonably be expected to be greater than another method of operating or net leasing the Mortgaged Property. In connection therewith, the Special Servicer shall deposit or cause to be deposited on a daily basis (and in no event later than two (2) Business Days following receipt of such properly identified and available funds) in the applicable REO Account all revenues received by it with respect to each REO Property and the related REO Loan, and shall withdraw from the REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation, management, leasing and maintenance of such REO Property, including, without limitation:

 

(i)    all insurance premiums due and payable in respect of such REO Property;

 

(ii)   all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;

 

(iii)  any ground rents in respect of such REO Property, if applicable; and

 

(iv)  all costs and expenses necessary to maintain and lease such REO Property. 

 


    -237-


     


    
To the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i) through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special Servicer, the Depositor, the Certificate Administrator and (prior to the occurrence of a Consultation Termination Event and subject to the DCH Limitations) the Directing Certificateholder) such advances would, if made, constitute Nonrecoverable Servicing Advances.

 

    (b)      Without limiting the generality of the foregoing, the Special Servicer shall not:

 

(i)      permit the Trust to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property;

 

(ii)     permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;

 

(iii)    authorize or permit any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or

 

(iv)    Directly Operate, or allow any other Person, other than an Independent Contractor, to Directly Operate, any REO Property on any date more than ninety (90) days after its acquisition date;

 

unless, in any such case, the Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing Advance) to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust, in which case the Special Servicer may take such actions as are specified in such Opinion of Counsel.

 

    (c)        The Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property within ninety (90) days of the acquisition date thereof, provided that:

 

(i)       the terms and conditions of any such contract may not be inconsistent herewith and shall reflect an agreement reached at arm’s length;

 

(ii)      the fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light of the nature and locality of the Mortgaged Property;


    -238-


     


    
 



(iii)         
any such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs
and expenses incurred in connection with the operation and management of such REO Property, including, without limitation, those
listed in subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs
and expenses) to the Special Servicer upon receipt;


 


(iv)         
none of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any such
Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect
to the operation and management of any such REO Property; and


 


(v)          
the Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing
Standard.


 


The Special Servicer
shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement
shall be deemed to limit or modify such indemnification.


 


(d)          
When and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer
a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income
tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary
service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO
Property in accordance with Sections 3.15(a) and 3.15(b).


 


Section 3.16     
Sale of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted Loan has become
a Specially Serviced Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal and within
thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Loan in accordance with the Servicing
Standard; provided, that if the Special Servicer is then in the process of obtaining an Appraisal with respect to the related
Mortgaged Property, the Special Servicer shall make its fair value determination as soon as reasonably practicable (but in any
event within thirty (30) days) after its receipt of such an Appraisal. The Special Servicer may, from time to time, adjust its
fair value determination based upon changed circumstances, new information and other relevant factors, in each instance in accordance
with a review of such circumstances and new information in accordance with the Servicing Standard including, without limitation,
the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local
economy; provided that the Special Servicer shall promptly notify the Master Servicer in writing of the initial fair value
determination and any adjustment to its fair value determination.


 


(ii)           
If any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to
the extent otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect
to a Specially Serviced Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify in writing
the other, any related


 






    -239-


     


    

 


Companion Holder and any related mezzanine lender, of any events requiring notice under the Intercreditor
Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine lender will, notwithstanding
anything in this Section 3.16 to the contrary, have the option to purchase the related Mortgage Loan and cure defaults relating
thereto as and to the extent set forth in the related Intercreditor Agreement.


 


(iii)           
If any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion
Holder or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement, has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable
efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion
Loan in such manner as will be reasonably likely to realize a fair price, if and when the Special Servicer determines, consistent
with the Servicing Standard, that no satisfactory arrangements (including by way of a discounted pay-off) can be made for collection
of delinquent payments thereon and such a sale would be in the best economic interests of the Trust and, if applicable, the related
Companion Holder. In the case of the Non-Serviced Mortgage Loan, under certain limited circumstances permitted under the related
Intercreditor Agreement, to the extent that such Non-Serviced Mortgage Loan is not sold together with the Non-Serviced Companion
Loan by the Non-Serviced Special Servicer, the Special Servicer will be entitled to sell (with the consent of the Directing Certificateholder
if no Control Termination Event has occurred and is continuing and subject to the DCH Limitations) such Non-Serviced Mortgage Loan
if it determines in accordance with the Servicing Standard that such action would be in the best interests of the Certificateholders
and, subject to the terms of the related Intercreditor Agreement, the Special Servicer shall be entitled to the liquidation fee
that the related Non-Serviced Special Servicer would have otherwise been entitled to in connection with the sale of such Non-Serviced
Mortgage Loan. The Special Servicer is required to give the Trustee, the Certificate Administrator, the Master Servicer, the Operating
Advisor, the Directing Certificateholder (subject to the DCH Limitations) and the Risk Retention Consultation Party not less than
ten (10) days’ prior written notice of its intention to sell any Defaulted Loan. In the absence of a cash offer at least
equal to the Purchase Price, the Special Servicer may purchase the Defaulted Loan for the Purchase Price or may accept the highest
cash offer received from any Person that constitutes a fair price for the Defaulted Loan.


 


(iv)           
(A)  In the case of a Specially Serviced Loan which is a continuing Defaulted Loan, in the absence of any offer
at least equal to the Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer for such price),
the Special Servicer may solicit offers and, subject to subclause (B) below, accept the highest offer received from
any Person that is determined by the Special Servicer to be a fair price for such Specially Serviced Loan, if the offeror is a
Person other than an Interested Person. In determining whether any highest offer from a Person other than an Interested Person
constitutes a fair price for any Defaulted Loan, the Special Servicer shall take into account (in addition to the results of any
Appraisal, updated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the prior nine
(9) months), among other factors, the period and amount of the occupancy level and physical condition of the


 






    -240-


     


    

 


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, upon request, the Risk Retention Consultation Party (subject to limitations on the consultation
in accordance with Section 6.08) and, in the case of a Serviced Whole Loan or an REO Property related to a Serviced Whole
Loan, the related Companion Holder), in accordance with the Servicing Standard (and subject to the requirements of any related
Intercreditor Agreement), that the rejection of such offer would be in the best interests of the Holders of Certificates and, in
the case of a sale of a Serviced


 






    -241-


     


    

 


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, the Directing Certificateholder (subject to the DCH Limitations, and prior to
the occurrence of a Consultation Termination Event), and the Risk Retention Consultation Party, not less than ten (10) days’
prior written notice of its intention to (i) purchase any REO Property at the Purchase Price (which Purchase Price will be
stated in the related notice) therefor or (ii) sell any REO Property, in which case the Special Servicer shall accept the
highest offer received from any Person for any REO Property in an amount at least equal to the Purchase Price therefor. To the
extent permitted by applicable law, and subject to the Servicing Standard, the Master Servicer, an Affiliate of the Master Servicer,
the Special Servicer or an Affiliate of the Special Servicer, or an employee of either of them may act as broker in connection
with the sale of any REO Property and may retain from the proceeds of such sale a


 






    -242-


     


    

 


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 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


 






    -243-


     


    

 


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 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


 






    -244-


     


    

 


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 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.


 



    -245-


     


    

 


(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.


 


(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


 






    -246-


     


    

 


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 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


 






    -247-


     


    

 


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).


 


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


 






    -248-


     


    

 


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 (a)
with the consent of the Directing Certificateholder (prior to the occurrence and continuance of a Control Termination Event and
subject to the DCH Limitations), and (b) upon request of the Risk Retention Consultation Party, with non-binding consultation with
the Risk Retention Consultation Party within the same time period as it would obtain the consent of, or consult with, the Directing
Certificateholder, ten (10) years) prior to the expiration of such leasehold estate plus any options to extend exercisable unilaterally
by the Mortgagor; or (2) provides for the deferral of interest unless interest accrues on the Mortgage Loan or the related Serviced
Whole Loan at the related Mortgage Rate.


 


If a modification, waiver
or amendment of any term of a Mortgage Loan or related Companion Loan would extend the Maturity Date of such Mortgage Loan and/or
related Companion Loan for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or
related Companion Loan and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is
not reasonably foreseeable, prior to any such extension, the Master Servicer 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


 






    -249-


     


    

 


to the Servicing Standard, (A) prior to the
occurrence and during the continuance of a Control Termination Event (subject to the DCH Limitations) obtain the consent of the
Directing Certificateholder; (B) after the occurrence and during the continuance of a Control Termination Event, but prior to a
Consultation Termination Event (subject to the DCH Limitations) consult with the Directing Certificateholder pursuant to Section
6.08 hereof; and (C) unless an Excluded RRCP Loan is involved, consult with the Risk Retention Consultation Party pursuant to Section
6.08. Notwithstanding anything to the contrary in this Agreement, so long as LNR Partners, LLC is the General Special Servicer
hereunder, it shall not be required to consult with or provide any reports or information to the Risk Retention Consultation Party.


 


Subject to Section
6.08, applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor
the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels
of real property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of
the related Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable
unless (i) the Master Servicer or the Special Servicer, as applicable, obtains Rating Agency Confirmation from each Rating
Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder, and the Risk Retention Consultation Party,
if permitted by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if
any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) and (ii) such substitution
would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning
of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event (and the Master Servicer or Special
Servicer, as applicable, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited
by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with respect thereto).


 


In connection with (i) the
release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property from
the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property),
or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan
documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or to approve the calculation of the
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


 






    -250-


     


    

 


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.


 


(a)           
If the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness
or deferral of interest or principal or the substitution of collateral pursuant to the terms of a Serviced Mortgage Loan and/or
related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional collateral) of the terms of
a Specially Serviced Loan (with respect to which a payment default or other material default has occurred or a payment default
or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by an Officer’s
Certificate of the Special Servicer)) is reasonably likely to produce a greater (or equivalent) recovery on a net present value
basis (the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders,
as the holders of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then the Special Servicer
may agree to a modification, waiver or amendment of such Specially Serviced Loan, subject to (x) the provisions of Section
3.18(a), this Section 3.18(b) and Section 3.18(c), (y) (a) prior to the occurrence and continuance of a
Control Termination Event and subject to the DCH Limitations, the approval of the Directing Certificateholder (or after the occurrence
and during the continuance of a Control Termination Event, but prior to a Consultation Termination Event (and subject to the DCH
Limitations), upon consultation with the Directing Certificateholder) and (b) upon request of the Risk Retention Consultation Party,
non-binding consultation with the Risk Retention Consultation Party (within the same time period as it would obtain the approval
of, or consult with, the Directing Certificateholder); provided, that for so long as LNR Partners, LLC is the General Special
Servicer hereunder, it shall not be required to consult with or provide any reports or information to the Risk Retention Consultation
Party; provided, further, that with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance
of a related Serviced AB Control Appraisal Period, the approval of the holder of the related Serviced Subordinate Companion Loan
will be required to the extent set forth in the related Intercreditor Agreement and the Directing Certificateholder shall have
no consent or consultation rights regarding the matter;


 


(b)          
and (z) the rights of any related Serviced Companion Noteholder or any related mezzanine lender, to advise or consult with
the Special Servicer with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant to the terms
of the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable; provided that in the case of
any release or substitution of collateral (other than a defeasance), the Special Servicer shall have obtained an Opinion of Counsel
that such release or substitution would not be a “significant modification” of the Mortgage Loan within the meaning
of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event. Notwithstanding anything herein to
the contrary, with respect to any Excluded DCH Loan (regardless of whether a Control Termination Event has occurred and is continuing),
the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions
involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in
accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.


 



    -251-


     


    

 


(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 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


 






    -252-


     


    

 


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 a Control Termination Event), the Directing Certificateholder
(prior to the occurrence and continuance of a Consultation Termination Event and subject to the DCH Limitations), the applicable
Companion Holder (unless, with respect to a holder of a Serviced Subordinate Companion Loan, a Serviced AB Control Appraisal Period
has occurred, if applicable), the Risk Retention Consultation Party (other than with respect to any Excluded RRCP Loan) and the
17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c)) in writing of any modification, waiver or amendment (in each case, after it is finalized and executed)
of any term of any Mortgage Loan or Companion Loan that is modified, waived or amended and the date thereof. The party that is
responsible for processing such action shall deliver to the Custodian with a copy to the Master Servicer (if such notice is being
delivered by the Special Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement relating
to such modification, waiver or amendment, promptly (and in any event within ten (10) Business Days) following the execution thereof
and, if required by the related Intercreditor Agreement, with a copy to the applicable Companion Holder, if any. Following receipt
of the Master Servicer’s or the Special Servicer’s, as applicable, delivery of the aforesaid modification, waiver or
amendment to the Certificate Administrator, the Certificate Administrator shall forward a copy thereof to each Holder of a Certificate
(other than the Class R Certificates). With respect to the processing of any modification, waiver or consent related to any Mortgagor
incurring Additional Debt or mezzanine debt, the Special Servicer (if the Special Servicer processes such modification, waiver
or consent pursuant to Section 3.33) 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 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


 






    -253-


     


    

 


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 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






    -254-


     


    

 


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 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.


 



    -255-


     


    

 


Notwithstanding the foregoing,
Starwood Mortgage Capital LLC (“Starwood”) has transferred to a third party or has retained the right of the
lender under the Mortgage Loan documents with respect to all Serviced Mortgage Loans contributed by Starwood (the “Starwood
Loans”) that are subject to defeasance, to receive a percentage of the economic benefit associated with the ownership
of the successor borrower, and the right to designate and establish the successor borrower and to purchase (or cause the purchase
on behalf of the related borrower) of the related defeasance collateral, in each case if there is a defeasance of any such Starwood
Loan (such a right, a “Starwood Lender Successor Borrower Right”). If the Master Servicer receives notice of
a defeasance request with respect to a Starwood Loan subject to defeasance, the Master Servicer shall provide, within five (5)
Business Days of receipt of such notice, written notice of such defeasance request to Starwood or its assignee. Until such time
as Starwood provides written notice to the contrary, notice of a defeasance of a Starwood Loan with a Starwood Lender Successor
Borrower Right shall be delivered to Starwood pursuant to the notice provisions of this Agreement. In addition, to the extent that
the Master Servicer receives any amount in respect of a Starwood Lender Successor Borrower Right that is required to be remitted
to Starwood pursuant to the related defeasance documents, the Master Servicer shall remit such amounts to Starwood pursuant to
the terms of the defeasance documents.


 


Notwithstanding the foregoing,
with respect to the 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,
with respect to the Mortgage Loans originated or acquired by KeyBank National Association (“KeyBank”) and subject
to defeasance, KeyBank has retained the right to (i) receive a percentage of the economic benefit associated with the ownership
of the successor borrower, (ii) establish or designate the successor borrower and (iii) purchase (or cause the purchase on behalf
of the related borrower of) the related defeasance collateral (“KeyBank 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 KeyBank
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 KeyBank or its assignee. Until such time as KeyBank provides written notice to the contrary,
notice of a defeasance of a Mortgage Loan with KeyBank Seller Defeasance Rights and Obligations shall be delivered to KeyBank pursuant
to the notice provisions of this Agreement. In addition, to the extent that the Master


 






    -256-


     


    

 


Servicer receives any amount in respect
of a KeyBank Seller Defeasance Rights and Obligations that is required to be remitted to KeyBank pursuant to the related defeasance
documents, the Master Servicer shall remit such amounts to KeyBank 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 such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation


 






    -257-


     


    

 


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 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


 






    -258-


     


    

 


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 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


 






    -259-


     


    

 


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;


 


(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;


 



    -260-


     


    

 


(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 a Control Termination Event)
and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in
accordance with Section 3.13(c)). With respect to any Serviced Mortgage Loan, prior to the occurrence and continuance of
any Control Termination Event and subject to the DCH Limitations, the Special Servicer shall revise such Asset Status Report as
described above in this Section 3.19(d) until the Directing Certificateholder shall fail to disapprove such revised Asset
Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the Special Servicer
makes a determination, in accordance with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders
and the holder of any related Companion Loan, as a collective whole; provided that, if the Directing Certificateholder has
not approved the Asset Status Report for a period of sixty (60) Business Days following the first


 






    -261-


     


    

 


submission of an Asset Status
Report, the Special Servicer may act upon the most recently submitted form of Asset Status Report, if consistent with the Servicing
Standard; provided, that such Asset Status Report does not, and is not intended to be, a substitute for the approvals that
are specifically required pursuant to Section 6.08. The procedures described in this paragraph are collectively referred
to herein as the “Directing Certificateholder Asset Status Report Approval Process”. Prior to a Control Termination
Event, the Special Servicer shall deliver each Final Asset Status Report to the Operating Advisor at the conclusion of the Directing
Certificateholder Asset Status Report Approval Process.


 


The Special Servicer
may, from time to time, modify any Asset Status Report it has previously delivered and implement such report; provided that
such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d). Notwithstanding
anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred
and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with an
Asset Status Report for an Excluded Loan which includes a Major Decision and consider alternative actions recommended by the Operating
Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating
Advisor.


 


Notwithstanding anything
to the contrary contained herein, no direction or disapproval of the Directing Certificateholder hereunder or under a related Intercreditor
Agreement or failure of the Directing Certificateholder to consent to or approve (including any deemed consents or approvals) any
request of the Special Servicer, shall (a) require or cause the Special Servicer to violate the terms of a Specially Serviced
Loan, applicable law or any provision of this Agreement, including the Special Servicer’s obligation to act in accordance
with the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of the Grantor Trust,
or (b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under
the REMIC Provisions, or (c) expose the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Mortgage
Loan Sellers, the Trust, the Trustee, the Certificate Administrator or their respective officers, directors, members, employees
or agents to any claim, suit or liability or (d) materially expand the scope of the Special Servicer’s, Trustee’s
or the Master Servicer’s responsibilities under this Agreement.


 


If a Control Termination
Event has occurred and is continuing, the Special Servicer shall promptly deliver each Asset Status Report prepared in connection
with a Specially Serviced Loan to the Operating Advisor, the Directing Certificateholder (for so long as no Consultation Termination
Event has occurred and subject to the DCH Limitations) and the Risk Retention Consultation Party. The Operating Advisor shall provide
comments to the Special Servicer in respect of the Asset Status Report, if any, within ten (10) Business Days following the later
of (i) receipt of such Asset Status Report or (ii) receipt of such additional information reasonably requested by the
Operating Advisor related thereto, and propose possible alternative courses of action to the extent it determines such alternatives
to be in the best interest of the Certificateholders (including any Certificateholders that are holders of the Control Eligible
Certificates), as a collective whole. The Special Servicer shall consider such alternative courses of action and any other feedback
provided by the Operating Advisor (and, 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


 






    -262-


     


    

 


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”.


 


After the occurrence
and during the continuance of a Control Termination Event (and at any time that the Directing Certificateholder is restricted by
the DCH Limitations), the Directing Certificateholder shall have no right to consent to any Asset Status Report under this Section
3.19. After the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation
Termination Event, the Directing Certificateholder (subject to the DCH Limitations) shall be entitled to, and after the occurrence
and during the continuance of a Control Termination Event, the Operating Advisor shall, consult with the Special Servicer (electronically
or telephonically) and may propose alternative courses of action and provide such other feedback as the Directing Certificateholder
or the Operating Advisor, as applicable, determines in respect of any Asset Status Report. After the occurrence of a Consultation
Termination Event (and at any time if the Directing Certificateholder is restricted by the DCH Limitations), the Directing Certificateholder
(other than in its capacity as a Certificateholder) shall have no right to receive any Asset Status Report or otherwise consult
with the Special Servicer with respect to Asset Status Reports and the Special Servicer shall only be responsible for consulting
with the Operating Advisor with respect to any Asset Status Report as described above. The Special Servicer may choose to revise
the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard to take into account any input
and/or recommendations of the Operating Advisor or the Directing Certificateholder during the applicable periods described above,
but is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing Certificateholder
or to revise the Asset Status Report based on any input or comments from the Operating Advisor or the Directing Certificateholder
or to take or refrain from taking any action, comment or recommendation by the Operating Advisor or the Directing Certificateholder.


 


Notwithstanding the foregoing,
prior to the occurrence and continuance of a Serviced AB Control Appraisal Period with respect to a Serviced Subordinate Companion
Loan, the Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, within 60 days of it becoming a
Specially Serviced Loan pursuant to this Agreement and the related Intercreditor Agreement, but the Directing Certificateholder
will have no approval rights over any such Asset Status Report, and the consent or approval rights with respect to such Asset Status
Report shall be as set forth in the related Intercreditor Agreement.


 



    -263-


     


    

 


In the case of an Asset
Status Report relating to a Servicing Shift Whole Loan, (i) the holder of the related Servicing Shift Control Note shall have all
of the rights that the Directing Certificateholder has prior to a Control Termination Event with respect to other Serviced Mortgage
Loans, and (ii) the Special Servicer shall be required to obtain the consent of the holder of the related Servicing Shift Control
Note to the same extent as it is required to obtain the consent of the Directing Certificateholder prior to a Control Termination
Event with respect to other Serviced Mortgage Loans.


 


(e)           
(i)  Upon receiving notice of the occurrence of the events described in clause (iv) or (x)
of the definition of Servicing Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein),
the Master Servicer shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special
Servicer with all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special
Servicer to enable it to negotiate with the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with
the preceding sentence within five (5) Business Days of the occurrence of each such event.


 


(ii)           
After the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence
of an event described in clause (iv) or (x) of the definition of Servicing Transfer Event (without regard to
the 60-day or 30-day period, respectively, set forth therein), the Master Servicer shall deliver notice thereof to the Operating
Advisor at the same time such notice is provided to the Special Servicer pursuant to clause (i) above.


 


(f)           
Prior to the occurrence and continuance of a Control Termination Event and subject to the DCH Limitations, no later than
two (2) Business Days following the establishment of a Final Asset Status Report with respect to any Specially Serviced Loan, the
Special Servicer shall deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft
summary of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged
Information) (and shall deliver each Final Asset Status Report with respect to a Serviced AB Mortgage Loan prior to the occurrence
and continuance of a Serviced AB Control Appraisal Period (to the extent approved by the related Serviced AB Whole Loan Controlling
Holder), to the Directing Certificateholder). Prior to the occurrence and continuance of a Control Termination Event and subject
to the DCH Limitations, if, within five (5) Business Days of receipt of such draft summary, the Directing Certificateholder approves
of, or does not disapprove of such draft summary, then the Special Servicer shall deliver in electronic format such notice and
summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s
Website pursuant to Section 3.13(b). If the Directing Certificateholder affirmatively disapproves of such summary in writing,
then within two (2) Business Days of receipt of such disapproval, the Special Servicer shall revise the summary and deliver such
new summary to the Directing Certificateholder until the Directing Certificateholder approves such draft summary; provided,
that if the Directing Certificateholder has not approved of the draft summary of the Final Asset Status Report within twenty (20)
Business Days of receipt of the initial draft summary of the Final Asset Status Report, then the most recent draft summary of the
Final Asset Status Report delivered by the Special Servicer prior to such 20th Business Day shall be deemed to be the final summary
of the Final Asset Status Report; provided, further, that if at any time the Special Servicer determines that any
affirmative disapproval of such


 






    -264-


     


    

 


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 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


 






    -265-


     


    

 


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; and (ix) provides that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such
Sub-Servicing Agreement shall be terminated (following the expiration of any applicable Grace Period) if the Sub-Servicer fails
(A) to deliver by the due date any Exchange Act reporting items required to be delivered to the Master Servicer, the Certificate
Administrator or the Depositor under ARTICLE XI or under the Sub-Servicing Agreement or to the master servicer under any
other pooling and servicing agreement that the Depositor is a party to, or (B) to perform in any material respect any of its
covenants or obligations contained in the Sub-Servicing Agreement regarding creating, obtaining or delivering any Exchange Act
reporting items required for any party to this Agreement to perform its obligations under ARTICLE XI or under the Exchange
Act reporting items required under any other pooling and servicing agreement 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 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


 






    -266-


     


    

 


advanced by the Master Servicer out of its own funds and, accordingly, in such event,
such Advances shall be recoverable by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were
the Master Servicer, and, for so long as they are outstanding, such Advances shall accrue interest in accordance with Section
3.03(d), such interest to be allocable between the Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant
to the terms of the Sub-Servicing Agreement. For purposes of this Agreement, the Master Servicer shall be deemed to have received
any payment when a Sub-Servicer retained by it receives such payment. The Master Servicer or Special Servicer, as applicable, shall
notify the Master Servicer or the Special Servicer, as applicable, the Trustee and the Depositor (and the Special Servicer shall
notify the Operating Advisor) in writing promptly of the appointment by it of any Sub-Servicer, except that the Master Servicer
need not provide such notice as to the Initial Sub-Servicing Agreements.


 


(b)          
Each Sub-Servicer shall be authorized to transact business in the state or states in which the related Mortgaged Properties
it is to service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability
of the related Mortgage Loans or the compliance with its obligations under the Sub-Servicing Agreement and the Master Servicer’s
obligations under this Agreement.


 


(c)           
As part of its servicing activities hereunder, the Master Servicer and the Special Servicer for the benefit of the Trustee
and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance and
enforce the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement, except that the Master Servicer
shall be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements of ARTICLE
XI hereof. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Sub-Servicing Agreements
in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out
to such an extent and at such time as is in accordance with the Servicing Standard. Each of the Master Servicer and the Special
Servicer shall have the right to remove a Sub-Servicer retained by it pursuant to the terms of the related Sub-Servicing Agreement.


 


(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


 






    -267-


     


    

 


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. In the case of the Limited Sub-Servicing Agreement, dated the Closing Date, between the Master Servicer and
Berkeley Point Capital LLC, in the event such agreement is terminated, the Master Servicer shall continue to pay to Berkeley Point
Capital LLC the servicing fees that would have been due to Berkeley Point Capital LLC under such agreement (with respect to Serviced
Mortgage Loans and Serviced Companion Loans) as though such agreement remained in full force and effect; provided that such servicing
fees shall be paid solely out of the Servicing Fee and only for so long as the Master Servicer receives a Servicing Fee pursuant
to this Agreement.


 


(f)           
The Trustee, upon the request of the Master Servicer, shall furnish to any Sub-Servicer any documents necessary or appropriate
to enable such Sub-Servicer to carry out its servicing and administrative duties under any Sub-Servicing Agreement.


 


(g)          
Except as provided below, each Sub-Servicing Agreement shall provide that, in the event the Trustee or any other Person
becomes successor master servicer, the Trustee or such successor master servicer shall have the right to terminate such Sub-Servicing
Agreement with or without cause and without a fee. Notwithstanding the foregoing or any other contrary provision in this Agreement,
the Trustee and any successor master servicer shall assume each Initial Sub-Servicing Agreement and (i) the Initial Sub-Servicer’s
rights and obligations under the Initial Sub-Servicing Agreement shall expressly survive a termination of the Master Servicer’s
servicing rights under this Agreement; provided that the Initial Sub-Servicing Agreement has not been terminated in accordance
with its provisions prior to the termination of the Master Servicer; (ii) any successor master servicer, including, without
limitation, the Trustee (if it assumes the servicing obligations of the Master Servicer) shall be deemed to automatically assume
and agree to the then-current Initial Sub-Servicing Agreement (including the termination provisions thereof) without further action
upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner which would increase
the obligations or limit the rights of the Initial Sub-Servicer hereunder and/or under the Initial Sub-Servicing Agreement, without
the prior written consent of the Initial Sub-Servicer (which consent shall not be unreasonably withheld).


 


(h)          
With respect to Mortgage Loans subject to a Sub-Servicing Agreement with the Master Servicer, the Special Servicer shall,
upon request (such request to be made reasonably in advance as appropriate to the circumstances surrounding such request) of the
related Sub-Servicer, reasonably cooperate in delivering reports and information, including remittance information, and affording
access to information to the related Sub-Servicer that would be required to be delivered or afforded, as the case may be, to the
Master Servicer pursuant to the terms hereof.


 


(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


 






    -268-


     


    

 


the month preceding the month
in which P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance
is made in respect thereof (all amounts so deposited pursuant to clause (ii) and in any consecutive February and January
pursuant to clause (i), “Withheld Amounts”).


 


(b)          
On each P&I Advance Date occurring in March (or February, if the related Distribution Date is the final Distribution
Date), the Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts
from the preceding January (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution
Account.


 


Section 3.22     
Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer. Within a reasonable
time upon request from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often than on a monthly
basis, each of the Master Servicer and the Special Servicer shall, without charge, make a knowledgeable Servicing Officer via telephone
available to verbally answer questions from (a) (prior to the occurrence of a Consultation Termination Event and subject to
the DCH Limitations) the Directing Certificateholder and (b) after a Control Termination Event has occurred and is continuing,
the Operating Advisor (with respect to the Special Servicer only), regarding the performance and servicing of the Mortgage Loans
and/or REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible.


 


Section 3.23     
Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder.
(a)  Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate
to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator,
the Special Servicer and the Operating Advisor of the transfer of any Certificate of a Controlling Class by delivering a notice
to each such Person substantially in the form of Exhibit NN attached hereto, the selection of a Directing Certificateholder
or the resignation or removal thereof. The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase
of a Certificate to notify the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating
Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns. To the extent there
is only one Controlling Class Certificateholder and it (or its Affiliate) is also the General 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


 






    -269-


     


    

 


the Directing Certificateholder,
by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer, Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing, of the resignation
of such Directing Certificateholder or the selection of a new Directing Certificateholder. In the event that (i) the Master
Servicer, the Certificate Administrator, the Special Servicer, the Trustee or the Operating Advisor receives written notice from
a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated and (ii) the
Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative
thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition of “Directing Certificateholder”,
then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its
representative) shall provide its name and address to the Certificate Administrator and notify the Master Servicer, the Certificate
Administrator, the Special Servicer, the Trustee and the Operating Advisor that it is the new Directing Certificateholder; provided
that the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor shall be entitled
to rely on the written notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually
owns the largest aggregate Certificate Balance of the Controlling Class.


 


(c)          
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Operating Advisor and the Trustee shall be entitled to rely on the most recent notification with respect to the identity of
the Controlling Class Certificateholder and the Directing Certificateholder.


 


(d)          
In the event that no Directing Certificateholder has been appointed or identified to the Master Servicer or the Special
Servicer, as applicable, and the Master Servicer or Special Servicer, as applicable, has attempted to obtain such information from
the Certificate Administrator and no such entity has been identified to the Master Servicer or the Special Servicer, as applicable,
then until such time as the new Directing Certificateholder is identified to the Master Servicer or the Special Servicer, as applicable,
the Master Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the
approval or consent of any such Directing Certificateholder as the case may be.


 


(e)           
Upon request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating
Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
a list of each Controlling Class Certificateholder as reflected in the Certificate Registrar, including names and addresses (or
Certificate Owners of the Controlling Class, if applicable, at the expense of the requesting party). In addition to the foregoing,
within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder or the existence of a new
Controlling Class Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating Advisor, the Master
Servicer and the Special Servicer. Notwithstanding the foregoing, LNR Securities Holdings, LLC shall be the initial Directing Certificateholder
and shall remain so until a successor is appointed pursuant to the terms of this Agreement.


 



    -270-


     


    

 


Until it receives notice
to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the
Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.


 


(f)           
If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class,
the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming
the Controlling Class.


 


(g)          
Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that the Directing Certificateholder:
(i)  may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates;
(ii) may act solely in the interests of the Holders of the Controlling Class; (iii) does not have any liability or duties to the
Holders of any Class of Certificates other than the Controlling Class; (iv) may take actions that favor interests of the Holders
of one or more Classes including the Controlling Class over the interests of the Holders of one or more other Classes of Certificates;
and (v) shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted as set forth
in clauses (i) through (iv) above, and no Certificateholder may take any action whatsoever against the Directing
Certificateholder or any director, officer, employee, agent or principal of the Directing Certificateholder for having so acted.


 


(h)          
All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information
(including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall also apply
to each Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan,
as applicable; provided, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver
any information required to be delivered under the related Intercreditor Agreement.


 


(i)            
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and
contact information of the Controlling Class Certificateholder, the Directing Certificateholder, and any Serviced AB Whole Loan
Controlling Holder.


 


(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].


 



    -271-


     


    

 


(m)         
Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall (i) include
on its statement made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class
and (ii) provide to the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity
and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an
expense of the Trust). The Certificate Administrator shall notify the Operating Advisor, the Master Servicer and the Special Servicer
within ten (10) Business Days of the existence or cessation of (i) any Control Termination Event, or (ii) any Consultation
Termination Event. Additionally, upon the Certificate Administrator’s determination that a Control Termination Event, a Consultation
Termination Event or a Control Termination Event has occurred or is terminated, the Certificate Administrator shall, within ten
(10) Business Days, post a “special notice” on the Certificate Administrator’s Website pursuant to this provision.


 


In the event that a Control
Termination Event has occurred due to a reduction of the Certificate Balance of the Class F Certificates (taking into account the
application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section
4.05(a) hereof) to less than 25% of the Original Certificate Balance thereof, such special notice shall state “A Control
Termination Event has occurred due to the reduction of the Certificate Balance of the Class F Certificates to less than 25% of
the Original Certificate Balance thereof.”


 


In the event that a Consultation
Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below 25% of its Original Certificate
Balance, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts, such special notice shall
state: “A Consultation Termination Event has occurred because no Class of Control Eligible Certificates exists where such
Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each
case without regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


(n)          
Notwithstanding the proviso to, or any other contrary provision of, the definitions of “Control Termination Event”
and “Consultation Termination Event”, a Control Termination Event and a Consultation Termination Event shall be deemed
to have occurred with respect to an Excluded 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


 






    -272-


     


    

 


debt or the related
Mortgaged Property without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent
that the related Intercreditor Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or
permitted to consent to such action. Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion
Holder and each mezzanine lender or its respective designee has the right to purchase the related Mortgage Loan pursuant to the
terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein. Each of the
Master Servicer and the Special Servicer further acknowledges and agrees that any Serviced AB Whole Loan Controlling Holder will
have the right to replace the Special Servicer solely with respect to the related Serviced AB Whole Loan, to the extent provided
for herein and in the related Intercreditor Agreement.


 


(b)          
Neither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises
from any entitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict
between the terms of this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor
Agreement that may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a
Companion Holder or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any
instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance.
In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the
Master Servicer or Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the Special
Servicer be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion
Holder or mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement
(upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact
information for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement. In no event
shall the Master Servicer or the Special Servicer, as applicable, be required to consult with or obtain the consent of a new Directing
Certificateholder or a new Controlling Class Certificateholder or consult with a new Risk Retention Consultation Party unless the
Certificate Administrator has delivered notice to the Master Servicer or the Special Servicer, as applicable, as required under
Section 3.23(e) or the Master Servicer or Special Servicer, as applicable, have actual knowledge of the identity and contact
information of a new Directing Certificateholder or a new Controlling Class Certificateholder or a new Risk Retention Consultation
Party.


 


(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.


 



    -273-


     


    

 


(d)          
With respect to any Serviced Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing
Certificateholder or the Risk Retention Consultation Party hereunder may have to consult with respect to any action or other matter
with respect to the servicing of such Companion Loan, to the extent the related Intercreditor Agreement provides that such right
is exercisable by the related Companion Holder or is exercisable in conjunction with any related Companion Holder, the Directing
Certificateholder or the Risk Retention Consultation Party shall not be permitted to exercise such right or, to the extent provided
in the related Intercreditor Agreement, shall be required to exercise such right in conjunction with the related Companion Holder,
as applicable (except to the extent that the Directing Certificateholder or the Risk Retention Consultation Party is the related
Serviced Whole Loan Controlling Holder). Additionally, notwithstanding anything in this Agreement to the contrary, the Master Servicer
or Special Servicer, as applicable, shall consult, seek the approval or obtain the consent of the holder of any Serviced Companion
Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related Intercreditor
Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent. In addition,
notwithstanding anything to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver reports and notices
to the related Companion Holder as required under the Intercreditor Agreement.


 


(e)           
Notwithstanding anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies
of any notice, information and report that it is required to provide to the Controlling Class Certificateholder pursuant to this
Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report
relating to a Serviced Whole Loan, to the related Companion Holder, within the same time frame it is required to provide to the
Controlling Class Certificateholder (for this purpose, without regard to whether such items are actually required to be provided
to the Controlling Class Certificateholder under this Agreement due to the occurrence of a Control Termination Event or a Consultation
Termination Event) and (ii) to consult with any related Companion Holder on a strictly non-binding basis, to the extent having
received such notices, information and reports, such related Companion Holder requests consultation with respect to any such Major
Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan,
and consider alternative actions recommended by such related Companion Holder; provided that after the expiration of a period
of ten (10) Business Days from the delivery to such related Companion Holder by the Special Servicer of written notice of a proposed
action, together with copies of the notice, information and report required to be provided to the Controlling Class Certificateholder,
the Special Servicer shall no longer be obligated to consult with such related Companion Holder, whether or not such related 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


 






    -274-


     


    

 


Special Servicer be obligated at any time to follow or take any alternative
actions recommended by the related Companion Holder.


 


(f)           
In addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately
preceding paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the
Master Servicer or Special Servicer, as applicable) annual meetings with the Master Servicer or the Special Servicer at the offices
of the Master Servicer or Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master
Servicer or Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.


 


(g)          
With respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related
Intercreditor Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than 2
Business Days after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 


(h)          
To the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Intercreditor
Agreement for a Whole Loan are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions
as if set forth herein in full.


 


Section 3.25     
Rating Agency Confirmation. (a)  Notwithstanding the terms of any related Mortgage Loan documents or other
provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation
as a condition precedent to such action, if the party (the “RAC Requesting Party”) attempting and/or required
to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency
Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information
Provider’s Website, such Rating Agency has not replied to such request or has responded in a manner that indicates that such
Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting
Party shall be required to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s
Website) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request
the related Rating Agency Confirmation again (which may also be through direct communication). The circumstances described in the
preceding sentence are referred to in this Agreement as a “RAC No-Response Scenario.” Once the RAC Requesting
Party has sent a request for a Rating Agency Confirmation to the 17g-5 Information Provider, such RAC 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


 






    -275-


     


    

 


(other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be
deemed not to apply for such matter at such time (as if such requirement did not exist) with respect to such Rating Agency and
the Master Servicer or the Special Servicer, as the case may be, may then take such action if the Master Servicer or the Special
Servicer, as applicable, confirms its original determination (made prior to making such request) that taking the action with respect
to which it requested the Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect
to a replacement of the Master Servicer or Special Servicer, such condition shall be deemed not to apply for such matter at such
time (as if such requirement did not exist) if (i) the applicable replacement master servicer or special servicer is listed
on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer or U.S. Commercial Mortgage Special Servicer,
as applicable, if S&P is the non-responding Rating Agency, (ii) the applicable replacement master servicer or special
servicer is rated at least “CMS3” (in the case of the master servicer) or “CSS3” (in the case of the special
servicer), if Fitch is the non-responding Rating Agency or (iii) KBRA has not publicly cited servicing concerns of the applicable
replacement master servicer or special servicer as the sole or a material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities
in any other CMBS transaction serviced by 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).


 



    -276-


     


    

 


(c)           
For all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting
Party shall deliver Rating Agency Confirmation from each Rating Agency.


 


Section 3.26     
The Operating Advisor. (a)  The Operating Advisor shall promptly review (i) all information made available
to Privileged Persons on the Certificate Administrator’s Website (A) that relates to any Specially Serviced Loan, and
(B) that is contained in the CREFC® Servicer Watch List prepared by the Master Servicer and (ii) each
Final Asset Status Report delivered to the Operating Advisor by the Special Servicer.


 


(b)          
Subject to the Privileged Information Exception, the Operating Advisor and its Affiliates shall be obligated to keep confidential
any Privileged Information, received from the Special Servicer or Directing Certificateholder or the Risk Retention Consultation
Party in connection with the Directing Certificateholder’s or the Risk Retention Consultation Party’s exercise of its
rights under this Agreement (including, without limitation, in connection with the review and/or approval of any Asset Status Report),
subject to any law, rule, regulation, order, judgment or decree requiring the disclosure of such Privileged Information. Subject
to the terms and conditions in this Agreement related to Privileged Information, the Operating Advisor agrees that it shall use
information received from the Special Servicer pursuant to the terms of this Agreement solely for purposes of complying with its
duties and obligations hereunder.


 


(c)           
(i)  After the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s
review of any assessment of compliance report and any attestation report delivered to the Operating Advisor or made available to
the Operating Advisor on the Certificate Administrator’s Website, any Final Asset Status Report and other information (other
than any communications between the Directing Certificateholder, any Risk Retention Consultation Party or any related Companion
Loan holder (or its representative), as applicable, and the Special Servicer that would be Privileged Information) delivered to
the Operating Advisor by the Special Servicer, including each Major Decision Reporting Package and Asset Status Report delivered
during the prior calendar year, the Operating Advisor shall (if any Serviced Mortgage Loans were Specially Serviced Loans in the
prior calendar year and a Control Termination Event was continuing as of December 31 of the prior calendar year) deliver to the
Certificate Administrator, the Special Servicer and the 17g-5 Information Provider within one hundred-twenty (120) days of the
end of the prior calendar year, an annual report (the “Operating Advisor Annual Report”), substantially in the
form of Exhibit V (which form may be modified or altered as to either its organization or content by the Operating
Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions
herein relating to Privileged Information; provided, that in no event shall the information or any other content included
in the Operating Advisor Annual Report contravene any provision of this Agreement), setting forth the Operating Advisor’s
assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar year with respect
to the resolution and/or liquidation of Specially Serviced Loans that the Special Servicer is responsible for servicing under this
Agreement; provided, further, that in the event the Special Servicer is replaced, the Operating Advisor Annual Report
shall only relate to the special servicer that was acting as Special Servicer as of December 31 in the prior calendar year and
is continuing in such capacity through the date of such Operating Advisor Annual Report; provided, further, that
the Operating Advisor shall prepare a separate Operating Advisor Annual Report for the General Special Servicer, the ILPT Industrial Portfolio Special Servicer and each


 






    -277-


     


    

 


Excluded Special Servicer Loan. Subject to the restrictions in
this Agreement, including, without limitation, Section 3.26(c) hereof, each such Operating Advisor Annual Report shall (A) identify
any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under
this Agreement with respect to the resolution or liquidation of Specially Serviced Loans or REO Properties that the Special Servicer
is responsible for servicing under this Agreement and (B) comply with all of the confidentiality requirements described in
this Agreement regarding Privileged Information (subject to any permitted exceptions). Such Operating Advisor Annual Report shall
be delivered to the Certificate Administrator (which shall promptly post such Operating Advisor Annual Report on the Certificate
Administrator’s Website in accordance with Section 3.13(b)) and the 17g-5 Information Provider (which shall promptly
post such Operating Advisor Annual Report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c));
provided, that the Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report at least
five (5) Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider. The Operating
Advisor shall have no obligation to adopt any comments to the Operating Advisor Annual Report that are provided by the Special
Servicer. Notwithstanding the foregoing, no Operating Advisor Annual Report shall be required from the Operating Advisor with respect
to any calendar year as to which no Final Asset Status Report was prepared by the Special Servicer in connection with a Specially
Serviced Loan or REO Property.


 


(ii)           
In the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual
Report is limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to
the Operating Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations
or prohibitions in the related Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability
arising from such limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and
completeness of any information it is provided without liability for any such reliance hereunder. In the event a lack of access
to Privileged Information limits or prohibits the Operating Advisor from performing its duties under this Agreement, the Operating
Advisor may, to the extent the Operating Advisor deems relevant, set forth any such limitations or prohibitions in the related
Operating Advisor Annual Report, and the Operating Advisor shall not be subject to any liability arising from its lack of access
to Privileged Information.


 


(d)          
Prior to the occurrence and continuance of a Control Termination Event, the
Special Servicer will forward any Appraisal Reduction Amount or Collateral Deficiency Amount calculated by the Special Servicer
and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection
with the workout or liquidation of a Specially Serviced Loan to the Operating Advisor after such calculations have been finalized.
The Operating Advisor shall review such calculations but shall not opine on or otherwise call into


 






    -278-


     


    

 


question such Appraisal Reduction
Amount or Collateral Deficiency Amount calculations and/or net present value calculations (except that if the Operating Advisor
discovers a mathematical error contained in such calculations, then the Operating Advisor shall notify the Special Servicer and
the Directing Certificateholder of such error).


 


(e)           
(i)  After the occurrence and during the continuance of a Control Termination Event, after the calculation but prior to the utilization by the Special Servicer of any of the calculations related to (i) Appraisal
Reduction Amounts or Collateral Deficiency Amounts calculated by the Special Servicer or (ii) net present value in accordance
with Section 1.02(iv), calculated by the Special Servicer, the Special Servicer shall forward such calculations, together
with any supporting material or additional information necessary in support thereof (including such additional information reasonably
requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged
Communications), to the Operating Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations,
and the Operating Advisor shall promptly, but no later than three (3) Business Days after receipt of such calculations and any
supporting or additional materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding
application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation.


 


(ii)           
In connection with this Section 3.26(e), in the event the Operating Advisor does not agree with the mathematical
calculations of the Appraisal Reduction Amount or Collateral Deficiency Amount (as calculated by the Special Servicer) or net present
value or the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation,
the Operating Advisor and Special Servicer shall consult with each other in order to resolve any material inaccuracy in the mathematical
calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations
or any disagreement within five (5) Business Days of delivery of such calculations to the Operating Advisor. The Master Servicer
shall cooperate with the Special Servicer and provide any information reasonably requested by the Special Servicer necessary for
the calculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, that is in the Master Servicer’s
possession or reasonably obtainable by the Master Servicer. In the event the Operating Advisor and Special Servicer are not able
to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Operating Advisor shall
promptly notify the Certificate Administrator and the Certificate Administrator shall examine the calculations and supporting materials
provided by the Special Servicer and the Operating Advisor and shall determine which calculation is to apply and shall provide
such parties prompt written notice of its determination.


 


(iii)           
Notwithstanding anything herein to the contrary, the consultation duties of the Operating Advisor set forth in this Agreement
shall not be permitted to be exercised by the Operating Advisor with respect to any Serviced AB Whole Loan until after the occurrence
and during the continuance of both a Control Termination Event (except with respect to any Excluded Loan) and a related Serviced
AB Control Appraisal Period.


 



    -279-


     


    

 


(f)           
The Operating Advisor and its Affiliates shall keep all labeled Privileged Information, and any information that appears
on its face to be Privileged Information, confidential and shall not disclose such Privileged Information to any Person (including
Certificateholders other than the Directing Certificateholder), other than (1) to the extent expressly required by this Agreement
to the other parties to this Agreement with a notice indicating that such information is Privileged Information or (2) pursuant
to a Privileged Information Exception or (3) where necessary to support specific findings or conclusions regarding deviations from
the Servicing Standard (i) in the Operating Advisor Annual Report or (ii) in connection with a recommendation by the Operating
Advisor to replace the Special Servicer. Each party to this Agreement that receives Privileged Information from the Operating Advisor
with a notice stating that such information is Privileged Information shall not disclose such Privileged Information to any Person
without the prior written consent of the Special Servicer and, unless a Consultation Termination Event has occurred, the Directing
Certificateholder (with respect to any Serviced Mortgage Loan (subject to the DCH Limitations)) other than pursuant to a Privileged
Information Exception. Notwithstanding the foregoing, the Operating Advisor shall be permitted to share Privileged Information
with its Affiliates and any subcontractors of the Operating Advisor that agree in writing to be bound by the same confidentiality
provisions applicable to the Operating Advisor. In addition and for the avoidance of doubt, while the Operating Advisor may serve
in a similar capacity with respect to other securitizations that involve the same parties or borrowers involved in this securitization,
the knowledge of the Operating Advisor gained from performing operating advisor functions for such other securitizations shall
not be imputed to the Operating Advisor in this securitization.


 


Notwithstanding anything
in this Agreement to the contrary (i) the Operating Advisor’s assessment of the General 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 (which shall be an Operating Advisor Expense) delivered to the Operating Advisor and the General 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
General Special Servicer pursuant to the provisions of this Agreement. Notwithstanding the foregoing, the Operating Advisor will
be permitted to share such information with its Affiliates and any subcontractors of the Operating Advisor to the extent reasonably
necessary to perform the Operating Advisor’s obligations under this Agreement and provided such Operating Advisor Affiliates
and subcontractors agree in writing prior to their receipt of such information to be bound by the same confidentiality provisions
applicable to the Operating Advisor. The Operating Advisor’s assessment may not take into account (i) the fact that LNR Partners,
LLC provided physical access and not via electronic copy


 






    -280-


     


    

 


to the LNR Partners, LLC written policies and procedures pursuant to the
provisions of this Agreement or (ii) the waiver or reduction of any Operating Advisor Consulting Fee pursuant to Section 3.26(h)
of this Agreement.. Nothing set forth herein shall limit or affect the scope of the Operating Advisor’s platform level review
in connection with its preparation of the Operating Advisor Annual Report, provided that the Operating Advisor’s access to
or reliance upon LNR Partners, LLC’s written policies and procedures shall be subject to the terms of this paragraph. During
any period when the General Special Servicer is not LNR Partners, LLC or an affiliate of LNR Partners, LLC, the requirements and
limitations contained in this paragraph shall be null and void, and the Operating Advisor shall have adequate and timely access
to the policies and procedures of any successor special servicer as the Operating Advisor determines necessary to fulfill its duties
under this Agreement.


 


(g)          
Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in
respect of Privileged Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to
time in accordance with the terms of Section 4.07(a).


 


(h)          
As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee
on each Remittance Date with respect to each Mortgage Loan and each successor REO Loan. As to each Mortgage Loan and each REO Loan,
the Operating Advisor Fee shall accrue from time to time at the Operating Advisor Fee Rate and shall be computed on the basis of
the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may be, and in the same manner as interest is calculated
on the related Mortgage Loan or REO Loan, as the case may be, and, in connection with any partial month interest payment, for the
same period respecting which any related interest payment due on the related Mortgage Loan or deemed to be due on such REO Loan
is computed. The Operating Advisor Fee shall be payable from funds on deposit in the Collection Account as provided in Section
3.05(a)(ii) of this Agreement


 


The Operating Advisor
shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a) and/or 6.04(b)
hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a).
Each successor operating advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor
has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.05(a)(ii) of this Agreement, but only to the extent such Operating Advisor Consulting Fee
is actually received from the related Mortgagor. When the Operating Advisor has consultation obligations with respect to a Major
Decision under this Agreement, the Master Servicer or the Special Servicer, as applicable, shall use commercially reasonable efforts
consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in
connection with such Major Decision, but only to the extent not prohibited by the related Mortgage Loan documents. The Master Servicer
or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related
Mortgagor if it determines that such full or partial waiver is


 






    -281-


     


    

 


in accordance with the Servicing Standard, but in no event shall
the Master Servicer or the Special Servicer take any enforcement action with respect to the collection of such Operating Advisor
Consulting Fee other than requests for collection; provided that the Master Servicer or the Special Servicer, as applicable,
shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction.


 


Notwithstanding
anything herein to the contrary, the Operating Advisor shall have no obligations or consultation rights in its capacity
as operating advisor with respect to: (i) any Non-Serviced Whole Loan or any related REO Property, or (ii) any Servicing
Shift Mortgage Loan; provided, further, that the Operating Advisor shall not be entitled to an Operating
Advisor Consulting Fee with respect to (i) any Non-Serviced Whole Loan or (ii) any Servicing Shift Whole Loan.


 


(i)            
After the occurrence of a Consultation Termination Event, the Operating Advisor may be removed upon (i) the written
direction of Holders of Certificates evidencing not less than 25% of the aggregate Certificate Balance of all Classes of Principal
Balance Certificates (taking into account the application of Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate
Balances of Classes to which such Cumulative Appraisal Reduction Amounts are allocable) requesting a vote to replace the Operating
Advisor with a replacement Operating Advisor selected by such Certificateholders (provided that the proposed replacement
Operating Advisor is an Eligible Operating Advisor), (ii) payment by such requesting Holders to the Certificate Administrator
of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote
and (iii) receipt by the Trustee and the Certificate Administrator of Rating Agency Confirmation from each Rating Agency (which
confirmations will be obtained by the Certificate Administrator at the expense of such Holders and will not constitute an additional
expense of the Trust). The Certificate Administrator shall promptly provide written notice to all Certificateholders of such request
by posting such notice on the Certificate Administrator’s Website in accordance with Section 3.13(b), and concurrently
by mail, and conduct the solicitation of votes of all Certificates in such regard. Upon the vote or written direction of Holders
of at least 75% of the aggregate Certificate Balance of all Classes of Principal Balance Certificates (taking into account the
application of Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Cumulative
Appraisal Reduction Amounts are allocable), the Trustee shall immediately replace the Operating Advisor with the replacement Operating
Advisor.


 


(j)            
After the occurrence of an Operating Advisor Termination Event, the Trustee may terminate, and upon the written direction
of Certificateholders representing at least 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal
Reduction Amounts to notionally reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate,
the Operating Advisor for cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided
that no such termination shall be effective until a successor operating advisor has been appointed and has assumed all of the obligations
of the Operating Advisor under this Agreement. No such termination shall terminate, change, reduce, or otherwise modify the rights
and obligations of the Operating Advisor that accrued prior to such termination, including the right to receive all amounts accrued
and owing to it under this Agreement, and other than indemnification rights (arising out of events occurring


 






    -282-


     


    

 


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 will, as soon as possible,
be required to give written notice of the termination and appointment to the Special Servicer, the Master Servicer, the Certificate
Administrator, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website), the Depositor, the
Directing Certificateholder (subject to the DCH Limitations, and only if no Consultation Termination Event has occurred and is
continuing), the Risk Retention Consultation Party, any Companion Loan holder and the Certificateholders.


 


(k)          
The Holders of Certificates representing at least 25% of the Voting Rights affected by any Operating Advisor Termination
Event hereunder may waive such Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Trustee
of the occurrence of such Operating Advisor Termination Event. Upon any such waiver of an Operating Advisor Termination Event,
such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder.
Upon any such waiver of an Operating Advisor Termination Event by certificateholders, the trustee and the certificate administrator
will be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such
Operating Advisor Termination Event prior to such waiver from the Trust.


 


(l)            
[Reserved].


 


(m)         
The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior
written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer, the Risk Retention Consultation Party and the Directing Certificateholder, if applicable, and (b) upon
the appointment of, and the acceptance of such appointment by, a successor operating advisor that is an Eligible Operating Advisor.
No such resignation by the Operating Advisor shall become effective until the replacement Operating Advisor shall have assumed
the resigning Operating Advisor’s responsibilities and obligations. If no successor operating advisor has been so appointed
and accepted the appointment within 30 days after the notice of resignation, the resigning Operating Advisor may petition any court
of competent jurisdiction for the appointment of a successor operating advisor that is an Eligible Operating Advisor. The resigning
Operating Advisor shall pay all reasonable costs and expenses (including costs and expenses incurred by the Trustee and the Certificate
Administrator) associated with a transfer of its duties pursuant to this Section 3.26.


 


(n)          
In the event there are no Classes of Certificates outstanding other than the Control Eligible Certificates and the Class
X-F, Class X-G, Class X-H, Class V and Class R Certificates, then all of the rights and obligations of the Operating Advisor
shall terminate without payment of any termination fee (other than any rights or obligations that accrued prior to the date of
such termination (including accrued and unpaid compensation) and other than indemnification rights arising out of events occurring
prior to such termination). In connection with any termination pursuant to this Section 3.26(n), no successor operating
advisor shall be appointed. Upon receipt of written notice of such acts by a Responsible Officer of the Trustee, the Trustee


 






    -283-


     


    

 


shall
provide the Operating Advisor with prompt notice upon its termination pursuant to this Section 3.26(n).


 


(o)          
In the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued
and unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.


 


(p)          
The parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed,
that (i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions
taken or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting
party to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other
duty except with respect to its specific obligations under this Agreement, and shall have no duty to any particular class of Certificates
or particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment adviser” within
the meaning of the Investment Advisers Act of 1940, as amended.


 


(q)          
Neither the Operating Advisor 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
Operating Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate
maintain policies and procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this
Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel
from gaining access to information regarding the Trust and the Operating Advisor and its personnel from gaining access to such
Affiliate’s information regarding its investment activities.


 


(r)           
The Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible
Operating Advisor, the Operating Advisor shall immediately resign under Section 3.26(n) of this Agreement and the Trustee
shall appoint a successor operating advisor subject to and in accordance with this Section 3.26.


 


(s)           
The Operating Advisor may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 3.26(s); provided that no agent
or subcontractor may (i) be affiliated with a Sponsor, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator,
the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have been paid any fees, compensation
or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator, the Trustee,
the Directing Certificateholder or any of their respective Affiliates in connection with due diligence or other services with respect
to any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Operating Advisor shall remain obligated
and primarily liable for its obligations hereunder in accordance with the provisions of this Agreement without diminution of such
obligation or liability or related obligation or liability by virtue of such delegation or arrangements or by virtue of indemnification
from any Person acting as its agent or subcontractor


 






    -284-


     


    

 


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.


 


(t)           
With respect to the determination of whether a Control Termination Event has occurred and is continuing, or has terminated,
the Operating Advisor and the Special Servicer are entitled to rely solely on their receipt from the Certificate Administrator
of notice thereof pursuant to this Agreement, and, with respect to any obligations of the Operating Advisor that are performed
only after the occurrence and continuation of a Control Termination Event, the Operating Advisor shall have no obligation to perform
any such duties until the receipt of such notice or actual knowledge of the occurrence of a Control Termination Event.


 


Section 3.27     
Companion Paying Agent. (a)  With respect to each of the Serviced Companion Loans, the Master Servicer
shall be the Companion Paying Agent hereunder. The Companion Paying Agent undertakes to perform such duties and only such duties
as are specifically set forth in this Agreement.


 


(b)          
No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent
failure to act, bad faith or its own willful misfeasance; provided, that the duties and obligations of the Companion Paying
Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall not be liable except
for the performance of such duties and obligations, no implied covenants or obligations shall be read into this Agreement against
the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may
conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any resolutions, certificates,
statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and
which on their face do not contradict the requirements of this Agreement.


 


(c)          
In the case of each of the Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to
ARTICLE VII of this Agreement, the Master 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


 






    -285-


     


    

 


Paying Agent shall have no liability for any misdirected payment in such Companion Loan and shall have no
obligation to recover and redirect such payment.


 


The Companion Paying
Agent shall promptly provide the name and address of the Companion Holder to any party hereto or any successor Companion Holder
upon written request and any such Person may, without further investigation, conclusively rely upon such information. The Companion
Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For the avoidance of
doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to a Companion Holder
with respect to a Companion Loan that has been included in an Other Securitization shall be provided to the Other Servicer under
the Other Pooling and Servicing Agreement.


 


Section 3.29     
Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans. (a)  In
the event that any of the applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator, the applicable
Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall be replaced in accordance with the terms of
the applicable Non-Serviced PSA, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor
to the applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator, the applicable Non-Serviced Master
Servicer or the applicable Non-Serviced Special Servicer, as the case may be.


 


(b)          
If any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the
Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then
the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master
Servicer of the same.


 


(c)           
In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced
Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each
of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to 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.


 



    -286-


     


    

 


(e)           
In connection with the sale of any Non-Serviced Whole Loan by any Non-Serviced Special Servicer, upon receipt of any notices
or materials required to be furnished by the Non-Serviced Special Servicer to the holder of the related Non-Serviced Mortgage Loan
pursuant to the related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control
Termination Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required. The
Special Servicer may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control
Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the related Intercreditor
Agreement.


 


(f)           
With respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance
of a Control Termination Event, or the Special Servicer (consistent with the Servicing Standard), following the occurrence and
during the continuance of a Control Termination Event, shall be entitled to exercise any control or consultation rights held by
the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in
the related Intercreditor Agreement) under the related Intercreditor Agreement or as a “Serviced Companion Noteholder”
(or similar term defined in the related Non-Serviced PSA) under the related Non-Serviced PSA. Prior to the occurrence and continuance
of a Control Termination Event, each of the Master Servicer (with respect to Mortgage Loans that are not Specially Serviced Loans)
and the Special Servicer (with respect to Specially Serviced Loans) shall (to the extent it is not evident that the Directing Certificateholder
has been copied directly on such notice) forward to the Directing Certificateholder any notices it receives addressed to the Trust
as the “Non-Controlling Note Holder” (or similar term).


 


(g)          
With respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Intercreditor
Agreement and incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(h)          
With respect to each Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or
such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate 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


 






    -287-


     


    

 


Administrator, as applicable, primarily to the administration of the Trust or any REMIC
or grantor trust formed hereunder or to any determination respecting the amount, payment or avoidance of any tax under the REMIC
Provisions or provisions relating to the grantor trust or the actual payment of any REMIC tax or expense or grantor trust tax or
expense with respect to any REMIC or grantor trust formed hereunder, then such expense shall not be allocated to, deducted or reimbursed
from, or otherwise charged against the holder of any Serviced Pari Passu Companion Loan or Serviced Subordinate Companion Loan
and such holder shall not suffer any adverse consequences as a result of the payment of such expense.


 


(k)          
(i) Promptly following the Closing Date, in the case of any Non-Serviced Whole Loan, and (ii) promptly following the Certificate
Administrator’s receipt of notice of the related 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


 






    -288-


     


    

 


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.


 


(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


 






    -289-


     


    

 


other amounts received
with respect to such Joint Mortgage Loan and payable to the applicable Repurchasing Mortgage Loan Seller.


 


(iii)           
A Joint Mortgage Loan to which this Section 3.30 applies shall be serviced for the benefit of the applicable Repurchasing
Mortgage Loan Seller and the Certificateholders pursuant to the terms and conditions of this Agreement in accordance with the Servicing
Standard and in accordance with the provisions herein as if (A) such Joint Mortgage Loan were a Serviced Whole Loan (and, if such
Joint Mortgage Loan is part of a Serviced Whole Loan, such Joint Mortgage Loan shall continue to be serviced and administered under
the applicable Intercreditor Agreement), (B) the related Mortgage Note(s) not repurchased were (1) a Serviced Pari Passu Mortgage
Loan and (2) the only Mortgage Loan that is part of such Joint Mortgage Loan (or related Serviced Whole Loan), and (C) the related
Repurchased Note were a Serviced Pari Passu Companion Loan. No Repurchasing Mortgage Loan Seller shall be permitted to terminate
the Master Servicer, the Special Servicer or the Operating Advisor as servicer, special servicer or operating advisor, respectively,
of the related Repurchased Note. All rights of the mortgagee under each such Joint Mortgage Loan shall be exercised by the Master
Servicer or the Special Servicer, as applicable, on behalf of the Trust to the extent of its interest therein and the applicable
Repurchasing Mortgage Loan Seller in accordance with this Agreement.


 


(iv)           
The related Repurchasing Mortgage Loan Seller shall be treated hereunder as if it were a Serviced Pari Passu Companion Loan
holder on a pari passu basis. Funds collected by the Master Servicer or the Special Servicer, as applicable, and applied to the
applicable Mortgage Notes shall be deposited and disbursed in accordance with the provisions hereof relating to holders of promissory
notes comprising Serviced Whole Loans that are pari passu in right of payment. Compensation shall be paid to the Master Servicer,
the Special Servicer and the Operating Advisor with respect to each Repurchased Note as provided in this Agreement as if each such
Repurchased Note were a Serviced Pari Passu Companion Loan. None of the Trustee, the Certificate Administrator, the Custodian,
the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligation to make P&I Advances with respect
to any Repurchased Note or, if no related Mortgage Note is part of the Trust, a Servicing Advance with respect to any Repurchased
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.


 



    -290-


     


    

 


(d)          
If (A) the Master Servicer shall pay any amount to any Repurchasing Mortgage Loan Seller pursuant to the terms hereof in
the belief or expectation that a related payment has been made or will be received or collected in connection with any or all of
the applicable Mortgage Notes and (B) such related payment is not received or collected by the Master Servicer, then the applicable
Repurchasing Mortgage Loan Seller shall promptly on demand by the Master Servicer return such amount to the Master Servicer. If
the Master Servicer determines at any time that any amount received or collected by the Master Servicer in respect of any Joint
Mortgage Loan to which this Section 3.30 applies must be returned to the related Mortgagor or paid to any other person or
entity pursuant to any insolvency law or otherwise, notwithstanding any other provision of this Agreement, the Master Servicer
shall not be required to distribute any portion thereof to the related Repurchasing Mortgage Loan Seller, and such Repurchasing
Mortgage Loan Seller shall promptly on demand by the Master Servicer repay (which obligation shall survive the termination of this
Agreement) any portion thereof that the Master Servicer shall have distributed to such Repurchasing Mortgage Loan Seller, together
with interest thereon at such rate, if any, as the Master Servicer may pay to the related Mortgagor or such other person or entity
with respect thereto.


 


(e)           
Subject to this Agreement (including, without limitation, the consent and consultation rights of the Directing Certificateholder
and any consultation rights of the Operating Advisor), the Master Servicer or the Special Servicer, as applicable, on behalf of
the holders of any of the Repurchased Notes, shall have the exclusive right and obligation to (i) administer, service and make
all decisions and determinations regarding the related Joint Mortgage Loan and (ii) enforce the applicable Mortgage Loan documents
as provided hereunder. Without limiting the generality of the preceding sentence, the Master Servicer or the Special Servicer,
as applicable, may agree to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize
interest on, permit the release, addition or substitution of collateral securing, and/or permit the release of the related Mortgagor
on or any guarantor of any Joint Mortgage Loan it is required to service and administer as contemplated by this Section 3.30,
without the consent of the related Repurchasing Mortgage Loan Seller, subject, however, to the terms of this Agreement as they
pertain to a Serviced Pari Passu Companion Loan.


 


(f)           
In taking or refraining from taking any action permitted hereunder, the Master Servicer and the Special Servicer shall each
be subject to the same degree of care with 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


 






    -291-


     


    

 


amounts related to any Mortgage Loans or any other Joint Mortgage Loan other than such amounts relating
to the applicable Repurchased Note. To the extent that the applicable Repurchasing Mortgage Loan Seller reimburses any such Nonrecoverable
Advances and such amounts are subsequently recovered, the applicable Repurchasing Mortgage Loan Seller shall receive a reimbursement
from such recovery based on its Mortgage Loan Seller Percentage Interest of such recovery. This reimbursement right shall not limit
the Trustee’s, the Master Servicer’s or the Special Servicer’s rights to reimbursement under this Agreement.
Notwithstanding anything to the contrary contained herein, the total liability of each Repurchasing Mortgage Loan Seller shall
not exceed an amount equal to its Mortgage Loan Seller Percentage Interest of the amount to be reimbursed.


 


(h)          
Each Repurchasing Mortgage Loan Seller shall have the right to assign the related Repurchased Note; provided that the assignee
of the related Repurchased Note shall agree in writing to be bound by the terms of this Agreement.


 


(i)           The Master Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this
Agreement, exercise efforts consistent with the Servicing Standard to execute and deliver, on behalf of each Repurchasing Mortgage
Loan Seller as a holder of a pari passu interest in the applicable Joint Mortgage Loan, any and all financing statements,
continuation statements and other documents and instruments necessary to maintain the lien created by any Mortgage or other security
document related to the applicable Joint Mortgage Loan on the related Mortgaged Property and related collateral, any and all modifications,
waivers, amendments or consents to or with respect to the related Joint Mortgage Loan documents, and any and all instruments of
satisfaction or cancellation, or of full release or discharge, and all other comparable instruments with respect to the related
Repurchased Note or related Repurchased Notes and the related Mortgaged Property all in accordance with, and subject to, the terms
of this Agreement. Each Repurchasing Mortgage Loan Seller agrees to furnish, or cause to be furnished, to the Master Servicer and
the Special Servicer any powers of attorney or other documents necessary or appropriate to enable the Master Servicer or the Special
Servicer, as the case may be, to carry out its servicing and administrative duties under this Agreement related to the applicable
Joint Mortgage Loan; provided that such Repurchasing Mortgage Loan Seller shall not be liable, and shall be indemnified by the
Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power of attorney
by the Master Servicer or the Special Servicer, as the case may be; and further provided that the Master Servicer or the Special
Servicer, without the written consent of the applicable Repurchasing Mortgage Loan Seller, shall not initiate any action in the
name of such Repurchasing Mortgage Loan Seller without indicating its representative capacity or take any action with the intent
to cause and that actually causes, such Repurchasing Mortgage Loan Seller to be registered to do business in any state.


 


(j)           Pursuant to the related Mortgage Loan Purchase Agreement, the applicable Repurchasing Mortgage Loan Seller is required to
deliver to the Master Servicer or the Special Servicer, as applicable, the Mortgage Loan documents related to the applicable Repurchased
Note, any requests for release and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure
or trustee’s sale in respect of the related Mortgaged Property or to any legal action or to enforce any other remedies or
rights provided by the Mortgage Note(s) or the Mortgage(s) or otherwise available at law or equity with respect to the related
Repurchased Note.


 



    -292-


     


    

 


Section 3.31     
Litigation Control.


 


(a)            With
respect to any Serviced Mortgage Loan (other than the ILPT Industrial Portfolio Mortgage Loan prior to a Serviced AB
Control Appraisal Period or any Excluded Loan), any Serviced Companion Loan (other than an ILPT Industrial Portfolio
Pari Passu Companion Loan prior to a Serviced AB
Control Appraisal Period) or any related REO Loan or related REO Property, the General Special Servicer shall, in
accordance with the Servicing Standard, direct, manage, prosecute and/or defend any action brought by a Mortgagor, guarantor,
other obligor on the related Mortgage Note or any Affiliates thereof (each a “Borrower-Related Party”)
against the Trust (including, without limitation, any action in which both the Trust and the Master Servicer are named)
and/or the General Special Servicer or any predecessor master servicer or special servicer, and represent the interests of
the Trust in any litigation relating to the rights and obligations (or the enforcement of obligations) of the Trust, or of
the Mortgagor or other Borrower-Related Party under the related Mortgage Loan documents, or with respect to the related
Mortgaged Property or other collateral securing such Mortgage Loan (or related Whole Loan), or otherwise with respect to the
enforcement of the obligations of a Borrower-Related Party under the related Mortgage Loan documents (“Trust-Related
Litigation”). In the event that the Master Servicer is named in any Trust-Related Litigation but the General
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 General 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)          
To the extent the Master Servicer is named in the Trust-Related Litigation, and neither the Trust nor the General Special
Servicer is named, in order to effectuate the role of the General Special Servicer as contemplated by Section 3.31(a) above,
the Master Servicer shall (i) provide monthly status reports to the General 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 General
Special Servicer with respect to material decisions and resolutions related to the interests of the Trust in such Trust-Related
Litigation, including but not limited to the selection of counsel. If and/or when the Trust and/or the General Special Servicer
are named, the General Special Servicer shall assume control of the Trust-Related Litigation as provided in Section 3.31(a)
above; provided, that the Master Servicer shall have the right to engage separate counsel relating to claims against the
Master Servicer to the extent set forth in Section 3.31(e); and provided, further, that if there are claims
against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such
counsel selected by the General Special Servicer shall be reasonably acceptable to the Master Servicer.


 


(c)           
The General 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 General Special Servicer; provided that the General
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


 






    -293-


     


    

 


extent
the identity of the holder of such Serviced Companion Loan is actually known to the General 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 General 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 General 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 General Special Servicer may take
such action without waiting for the Directing Certificateholder’s response.


 


(d)          
Notwithstanding Section 3.31(c) above, neither the General 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 General Special Servicer or the Master Servicer, as applicable, to violate any applicable law, be inconsistent
with the Servicing Standard, require or cause the General Special Servicer or the Master Servicer, as applicable, to violate provisions
of this Agreement, require or cause the General 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 General Special Servicer’s or the Master Servicer’s, as applicable, responsibilities under
this Agreement.


 


(e)           
Notwithstanding the right of the General Special Servicer provided under this Section 3.31 to represent the interests
of the Trust in Trust-Related Litigation, and subject to the rights of the Special Servicer to direct the Master Servicer’s
actions in this Section 3.31, the Master Servicer shall retain the right to make determinations relating to claims against
the Master Servicer, including but not limited to the right to engage separate counsel and to appear in any proceeding on its own
behalf in the Master Servicer’s reasonable discretion, the cost of which shall be subject to indemnification as and to the
extent provided in this Agreement.


 


(f)           
Further, nothing in this Section 3.31 shall require the Master Servicer to take or fail to take any action which,
in the Master Servicer’s reasonable judgment, may (i) cause any Trust REMIC to fail to qualify as a REMIC or the Grantor
Trust to fail to qualify as a grantor trust for federal income tax purposes, result in the imposition of “prohibited transaction”
or “prohibited contribution” tax under the Code, or otherwise result in a violation of the REMIC Provisions, (ii) cause
the Master Servicer to violate the Servicing Standard, (iii) result in a violation of applicable law or the Mortgage Loan
documents or (iv) subject the Master Servicer to liability or materially expand the scope of the Master Servicer’s obligations
under this Agreement.


 


(g)          
Notwithstanding the Master Servicer’s right to make determinations relating to claims against the Master Servicer,
the General Special Servicer shall have the right at


 






    -294-


     


    

 


any time in accordance with the Servicing Standard to (i) direct the Master
Servicer to settle any claims asserted against the Master Servicer (whether or not the Trust or the General Special Servicer is
named in any such claims or Trust-Related Litigation) (and with respect to any material settlements with respect to any Mortgage
Loan, with the consent or consultation of the Directing Certificateholder prior to a Control Termination Event or Consultation
Termination Event and subject to the DCH Limitations) and (ii) otherwise reasonably direct the actions of the Master Servicer relating
to claims against the Master Servicer (whether or not the Trust or the General Special Servicer is named in any such claims or
Trust-Related Litigation); provided in either case that (A) such settlement or other direction does not require any
admission of liability or wrongdoing on the part of the Master Servicer, (B) the cost of such settlement or any resulting
judgment is paid by the Trust pursuant to the terms of this Agreement and payment of such cost or judgment is provided for in this
Agreement, (C) the Master Servicer is indemnified as and to the extent provided in this Agreement for all costs and expenses
of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such
action taken by the Master Servicer at the direction of the General Special Servicer shall be deemed (as to the Master Servicer)
to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably
satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C).


 


(h)          
In the event both the Master Servicer and the General Special Servicer or the Trust are named in Trust-Related Litigation,
the Master Servicer and the General Special Servicer shall cooperate with each other to afford the Master Servicer and the General
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 General 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 General 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 General Special
Servicer shall, without the prior written consent of the Certificate Administrator, the Trustee or the Custodian, as applicable,
(A) initiate an action, suit, litigation or proceeding in the name of the Certificate Administrator, the Trustee or the Custodian,
as applicable, whether in such capacity or individually, (B) engage counsel to represent the Certificate Administrator, the
Trustee or the Custodian, as applicable, or


 






    -295-


     


    

 


(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 General 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 General 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 General Special Servicer with respect to the related Mortgage Loan or related Whole Loan or has received notice of its replacement
as General 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 General Special Servicer) in such Trust-Related Litigation
or holds any interest which is adverse to the Trust or the General 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 General 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 General Special Servicer relating to litigation shall be as otherwise set forth with respect to servicing in this
Agreement. In addition, nothing in this Section 3.31 shall be construed to alter, modify, limit or expand the Operating
Advisor’s duties, rights and obligations in this Agreement, and the Operating Advisor shall not be required to review the actions
of the General Special


 






    -296-


     


    

 


Servicer with respect to the General 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     
Risk Retention Consultation Party; Certain Rights and Powers of Risk Retention Consultation Party.


 


(a)           
On the Closing Date, the initial Risk Retention Consultation Party shall deliver to the parties to this Agreement a certification
substantially in the form of Exhibit P-1H to this Agreement. Upon the resignation or removal of the existing Risk Retention
Consultation Party, any successor Risk Retention Consultation Party shall deliver to the parties to this Agreement a certification
substantially in the form of Exhibit P-1H to this Agreement prior to being recognized as the new Risk Retention Consultation
Party.


 



    -297-


     


    

 


(b)              
Within five (5) Business Days of receiving notice of the selection of a new Risk Retention Consultation Party, the Certificate
Administrator shall notify the Trustee, the Operating Advisor, the Master Servicer and the Special Servicer. Notwithstanding the
foregoing, LNR Securities Holdings, LLC shall be the initial Risk Retention Consultation Party and shall remain so until a successor
is appointed pursuant to the terms of this Agreement. Until it receives notice to the contrary, each of the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall be entitled to rely on the preceding
sentence with respect to the identity of the Risk Retention Consultation Party.


 


(c)               
Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates that the Risk Retention Consultation Party:
(i) may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii)
may act solely in the interests of the Retaining Sponsor or of the Holders of the VRR Interest; (iii) does not have any liability
or duties to the Certificateholders other than the Holders of the VRR Interest; (iv) may take actions that favor the interests
of the Holders of one or more Classes of Certificates; and (v) shall have no liability whatsoever (other than to a Holder of the
VRR Interest) for having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder may take
any action whatsoever against the Risk Retention Consultation Party or any director, officer, employee, agent or principal of
the Risk Retention Consultation Party for having so acted.


 


(d)              
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact
information of the Risk Retention Consultation Party. If no Risk Retention Consultation Party has been appointed or identified
to the Master Servicer or the Special Servicer, as applicable, then until such time as a new Risk Retention Consultation Party
has been identified in accordance with clause (a) above, the Master Servicer and the Special Servicer shall have no duty
to consult with, provide notice to, or seek the approval or consent of any Risk Retention Consultation Party.


 


(e)               
The Risk Retention Consultation Party shall not have any consultation rights with respect to any Mortgage Loan determined to be
an Excluded RRCP Loan. In addition, notwithstanding anything to the contrary in this Agreement, so long as LNR Partners, LLC is
the Special Servicer hereunder, it shall not be required to consult with or provide any reports or information to the Risk Retention
Consultation Party.


 


Section
3.34        Processing and Consent. (a)(i) The Master Servicer shall process the following
actions (or the determination not to take action with respect thereto) with respect to Serviced Mortgage Loans that are not Specially
Serviced Loans (and any related Serviced Companion Loan): (A) Special Servicer Decisions (but only with respect to clauses (j)(i)
and (j)(ii) of the definition of such term) and (B) any servicing action that is not a Major Decision or Special Servicer Decision.


 


(ii)
The Special Servicer shall process all servicing actions in respect of (A) Specially Serviced Loans and (B) the following actions
(or the determination not to take action with respect thereto) with respect to Serviced Mortgage Loans that are not Specially
Serviced Loans (and any related Serviced Companion Loan): (x) Special Servicer Decisions (other than with respect to clauses (j)(i)
and (j)(ii) of the definition of such term)


 



    -298-


     


    

 


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, the Risk Retention Consultation
Party and the Operating Advisor) as and to the extent required under Section 6.08. In addition, with respect to any Major
Decision in respect of a Servicing Shift Whole Loan or a Serviced AB Whole Loan, the Special Servicer shall be responsible for
seeking any required consent of the holder of the related Servicing Shift Control Note or Serviced Subordinate Companion Loan,
as applicable (and, if consultation is required, will be responsible for consulting with such party) as and to the extent required
under the related Intercreditor Agreement. With respect to any party in this clause (ii) whose consent is sought, a response by
such party that it is reviewing the relevant action shall not preclude it from providing its consent at a later time, but shall
preclude a determination that it has been deemed to consent to the relevant action.


 






    -299-


     


    

 


(iii)      With
respect to any Mortgagor request or other action in respect of a Non-Specially Serviced Loan that is not a Special Servicer Decision
or a Major Decision, the Master Servicer shall process such request or action and shall not be required to obtain the consent
of, or consult with, any party, including the Special Servicer, the Directing Certificateholder, the Operating Advisor and the
Risk Retention Consultation Party.


 


ARTICLE
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section
4.01        Distributions.


 


(a) On
each Distribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate Administrator shall be
deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution
Account in the amounts and priorities set forth in Section 4.01(c) with respect to each Class of Lower-Tier Regular Interests,
and immediately thereafter, shall make distributions thereof from the Upper-Tier REMIC Distribution Account in the following order
of priority, satisfying in full, to the extent required and possible, each priority before making any distribution with respect
to any succeeding priority:


 


(i)                 
first, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates,
the Class A-3 Certificates, the Class A-4 Certificates, the Class X-A Certificates, the Class X-B Certificates,
the Class X-D Certificates, the Class X-F Certificates, the Class X-G Certificates and the Class X-H 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;


 



    -300-


     


    

 


(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 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


 



    -301-


     


    

 


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 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 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 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


 



    -302-


     


    

 


respect of the Class A,
Class B, Class C and Class D Certificates on such Distribution Date), until the outstanding Certificate Balance
of the Class E Certificates has been reduced to zero;


 


(xviii)          
eighteenth, to the Holders of the Class E Certificates, first, up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(xix)            
nineteenth, to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount in respect of such Class of Certificates for such Distribution Date;


 


(xx)             
twentieth, after the Certificate Balances of the Class A, Class B, Class C, Class D and Class E Certificates have
been reduced to zero, to the Holders of the Class F 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 Certificates on such Distribution Date), until the outstanding Certificate
Balance of the Class F Certificates has been reduced to zero;


 


(xxi)            
twenty-first, to the Holders of the Class F Certificates, first, up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(xxii)            
twenty-second, to the Holders of the Class G Certificates in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xxiii)          
twenty-third, after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E and Class F Certificates
have been reduced to zero, to the Holders of the Class G 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 and Class F Certificates on such Distribution Date), until the outstanding Certificate Balance
of the Class G Certificates has been reduced to zero;


 


(xxiv)          
twenty-fourth, to the Holders of the Class G Certificates, first, up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, and second, for interest on such unreimbursed Realized Losses at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(xxv)           
twenty-fifth, to the Holders of the Class H 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;


 






    -303-


     


    

 


(xxvi)          
twenty-sixth, after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E, Class F and Class
G Certificates have been reduced to zero, to the Holders of the Class H 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, Class F and Class G Certificates on such Distribution Date), until the
outstanding Certificate Balance of the Class H Certificates has been reduced to zero;


 


(xxvii)         
twenty-seventh, to the Holders of the Class H 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;


 


(xxviii)        
twenty-eighth, to the Holders of the Class J-RR Certificates in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xxix)           
twenty-ninth, after the Certificate Balances of the Class A, Class B, Class C, Class D, Class E, Class F, Class G
and Class H Certificates have been reduced to zero, to the Holders of the Class J-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, Class F, Class G and Class H Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class J-RR Certificates has been reduced to zero;


 


(xxx)            
thirtieth, to the Holders of the Class J-RR Certificates, first, up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, 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


 


(xxxi)           
thirty-first, 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


 



    -304-


     


    

 


to clauses (iv)-(vi) 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, (iii) in the case of the Class
LD and Class LE Uncertificated Interests, the Class X-D Certificates, (iv) in the case of the Class LF Uncertificated Interest,
the Class X-F Certificates, (v) in the case of the Class LG Uncertificated Interest, the Class X-G Certificates, and (vi) in
the case of the Class LH Uncertificated Interest, the Class X-H Certificates, in each case, computed based on an interest rate
equal to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through Rate of the Related Certificates and a notional
amount equal to its related Lower-Tier Principal Amount, in each case to the extent actually distributable thereon as provided
in Section 4.01(a). Amounts distributable pursuant to this paragraph are referred to herein collectively as the “Lower-Tier
Distribution Amount”, and shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount
to be withdrawn from the Lower-Tier REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As
of any date, the principal balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates
with respect thereto, as adjusted for the allocation of Realized Losses, as provided in Sections 4.04(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, Class D and Class E 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


 



    -305-


     


    

 



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.


 


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


 



    -306-


     


    

 



Maintenance Charge pursuant to the terms of the relevant Mortgage Loan, such discount rate (as reported by the applicable Master
Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation
of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan, the yield
calculated by the linear interpolation of the yields (as reported under the heading “U.S. Government Securities/Treasury
Constant Maturities” in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve Board for the week
most recently ended before the date of the relevant prepayment (or deemed prepayment) of U.S. Treasury constant maturities with
a maturity date, one longer and one shorter, most nearly approximating the related stated Maturity Date (in the case of a Mortgage
Loan that is not related to an ARD Loan) or the related Anticipated Repayment Date (in the case of a Mortgage Loan that is related
to an ARD Loan), such interpolated yield converted to a monthly equivalent yield. If Federal Reserve Statistical Release H.15
(519) is no longer published, the Certificate Administrator shall select a comparable publication as the source of the applicable
yields of U.S. Treasury constant maturities.


 


No
Yield Maintenance Charge or Prepayment Premium shall be distributed to the Holders of the Class V or Class R Certificates.


 


All
distributions of Yield Maintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates
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


 



    -307-


     


    

 


Record Date (which wiring instructions may be
in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner, but only upon presentation
and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.


 


Each
distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall
be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with
its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners
that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating
firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners
that it represents. None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer,
the Special Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement
or applicable law.


 


(h)              
Except as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final distribution
with respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized
Losses previously allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate Administrator
shall, no later than the related P&I Advance Determination 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


 



    -308-


     


    

 


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 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


 






    -309-


     


    

 


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


 


All
distributions from the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related
Companion Holder by wire transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the account of
such Companion Holder or an agent therefor appearing on the Companion Register on the related Record Date (or, if no such account
so appears or information relating thereto is not provided at least five Business Days prior to the related Record Date, by check
sent by first class mail to the address of such Companion Holder or its agent appearing on the Companion Register). Any such account
shall be located at a commercial bank in the United States.


 


Any
Late Collections received by the Master Servicer from the related Mortgagor that are allocable to a Serviced Pari Passu Companion
Loan (or, if such Companion Loan has been securitized, reimbursable to the Other Master Servicer or Other Trustee under the related
Other Pooling and Servicing Agreement) shall be remitted by the Master Servicer to the holder thereof (or such Other Master Servicer
or Other Trustee) within one (1) Business Day of receipt of properly identified and available funds; provided, that to the extent
any such amounts are received after 3:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially
reasonable efforts to remit such Late Collections to such party within one (1) Business Day of receipt of properly identified
and available funds but, in any event, the Master Servicer shall remit such amounts within two (2) Business Days of receipt of
properly identified and available funds.


 


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;


 






    -310-


     


    

 


(iii)              
the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid to the
Master Servicer and the Special Servicer, compensation paid to the Operating Advisor, compensation paid to the Asset Representations
Reviewer and CREFC® Intellectual Property Royalty License Fees paid to CREFC®, in each case, with
respect to the Collection Period for such Determination Date together with detailed calculations of servicing compensation paid
to the Master Servicer and the Special Servicer;


 


(iv)              
the aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans, outstanding
immediately before and immediately after such Distribution Date;


 


(v)               
the aggregate amount of unscheduled payments received;


 


(vi)              
the number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage
Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period for such
Distribution Date;


 


(vii)             
the number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days,
(C) delinquent 90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO Property and
(E) for which the related Mortgagor is subject to oversight by a bankruptcy court;


 


(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;


 






    -311-


     


    

 


(xiv)            
the Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately
after such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss
on such Distribution Date and the aggregate amount of all reductions as a result of allocations of Realized Losses in respect
of the Principal Balance Certificates to date;


 


(xv)             
the Certificate Factor for each Class of Certificates (other than the Class V and Class R Certificates) immediately following
such Distribution Date;


 


(xvi)           
the amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount
allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan
basis and the total Appraisal Reduction Amount effected in connection with such Distribution Date;


 


(xvii)           
the current Controlling Class;


 


(xviii)          
the number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination Date
(or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)             
a loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment
occurring;


 


(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


 



    -312-


     


    

 


 (separately identifying the portion thereof allocable to distributions on the Certificates) and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;


 


(xxvi)           
with respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest therein)
included in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments
or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date, (A) the
loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with that determination (separately identifying the portion thereof allocable to distributions on the Certificates) and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates in respect of the related REO Loan in connection with
that determination;


 


(xxvii)         
the aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxviii)        
[RESERVED];


 


(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.


 






    -313-


     


    

 


Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and (x) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which
person was a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable,
or that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders and Certificate Owners to prepare
their tax returns for such calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied
to the extent that substantially comparable information shall be provided by the Certificate Administrator pursuant to any requirements
of the Code as from time to time are in force.


 


Upon
receipt of an Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section
12.01(b), the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D
for such distribution period in which such Asset Review Report Summary was received, and (ii) post such Asset Review Report
Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review
Report Summary from the Asset Representations Reviewer.


 


(b)              
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


 



    -314-


     


    

 


be deemed to satisfy any
specific delivery requirements in this Agreement except as set forth herein. In connection with providing access to the Master
Servicer’s website, the Master Servicer shall take reasonable measures to ensure that only such parties listed above may
access such information including, without limitation, requiring registration, a confidentiality agreement and acceptance of a
disclaimer. The Master Servicer or the Special Servicer, as applicable, shall not be liable for dissemination of this information
in accordance with this Agreement, and neither the Master Servicer nor the Special Servicer shall be responsible for any information
delivered, produced, or made available pursuant to Sections 3.13 and 4.02(b), other than information produced
by the Master Servicer or Special Servicer, as applicable; provided that such information otherwise meets the requirements
set forth herein with respect to the form and substance of such information or reports. The Master Servicer shall be entitled
to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect to information provided,
or any assumptions required to be made by such report.


 


The
Special Servicer shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the
Master Servicer with such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary
for the Master Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate
Administrator. None of the Certificate Administrator, the Trustee or the Depositor shall have any obligation to recompute, verify
or recalculate the information provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge
that any report or file received from the Master Servicer contains erroneous information, the Certificate Administrator is authorized
to rely thereon in calculating and making distributions to Certificateholders in accordance with Section 4.01, preparing
the Distribution Date Statement required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance
with Section 4.04.


 


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


 



    -315-


     


    

 


responsibility for
the sufficiency under Rule 144A or any other securities laws of any available information so furnished to any person including
any prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished
which was prepared or delivered to them by another.


 


(e)               
The information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)               
Upon the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either case,
is an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the Master Servicer’s
(in the case of a Non-Specially Serviced Loan) or the Special Servicer’s (in the case of a Specially Serviced Loan) reasonable
satisfaction (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder) and if such information
is in the Master Servicer’s or Special Servicer’s possession, as applicable, the Master Servicer or Special Servicer
shall provide or make available (or forward electronically) to the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, (at the expense of the Directing Certificateholder or such Controlling Class Certificateholder, as applicable)
any Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website but not accessible
to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, through the Certificate Administrator’s
Website because the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, is an Excluded Controlling
Class Holder with respect to another Excluded Controlling Class Loan) relating to any Excluded Controlling Class Loan with respect
to which the Directing Certificateholder or such Controlling Class Certificateholder, as 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


 



    -316-


     


    

 



to make P&I Advances or (iii) make P&I Advances in the form of any combination of (i) and (ii) aggregating the
total amount of P&I Advances to be made. Any amounts held in the Collection Account for future distribution and so used to
make P&I Advances shall be appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer
by deposit in the Collection Account on or before the next succeeding P&I Advance Date (to the extent not previously replaced
through the deposit of Late Collections of the delinquent principal and/or interest in respect of which such P&I Advances
were made). The Master Servicer shall notify the Certificate Administrator of (i) the aggregate amount of P&I Advances
for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances for such Distribution Date, on or before
two (2) Business Days prior to such Distribution Date. If the Master Servicer fails to make a required P&I Advance by 4:00 p.m.,
New York City time, on any P&I Advance Date, the Trustee shall make such P&I Advance pursuant to Section 7.05 by
noon, New York City time, on the related Distribution Date, unless the Master Servicer shall have cured such failure (and provided
written notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York City time, on such
Distribution Date. In the event that the Master Servicer fails to make a required P&I Advance hereunder, the Certificate Administrator
shall notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the related P&I Advance Date. Notwithstanding
the foregoing, the portion of any P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee
shall not be remitted to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account but shall be
deposited into the Collection Account for payment to CREFC® on such Distribution Date. If the Master Servicer or
the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Whole Loan, then it shall provide to the
related Other Master Servicer or Non-Serviced Master Servicer, as applicable, and Other Trustee or Non-Serviced Trustee, as applicable,
(and, to the extent required under the related Intercreditor Agreement, the related Other Special Servicer or Non-Serviced Special
Servicer, as applicable) under the Other Pooling and Servicing Agreement or Non-Serviced PSA, as applicable written notice of
the amount of such P&I Advance with respect to such Mortgage Loan within two (2) 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.


 






    -317-


     


    

 


(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 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


 



    -318-


     


    

 


 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 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


 



    -319-


     


    

 


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 J-RR, Class H, Class G, Class F, Class E, 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 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 J-RR, Class
H, Class G, Class F, Class E, 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 J-RR, Class H, Class G and Class F 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 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-


 



    -320-


     


    

 


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 or Consultation
Termination Event has occurred and is continuing and (y) determining the Voting Rights of the related Classes for purposes of
removal of the Special Servicer or the Operating Advisor, the appraised value of the related Mortgaged Property will be determined
on an “as-is” basis.


 


The
Master Servicer and the Certificate Administrator shall be entitled to conclusively rely on the Special Servicer’s calculation
or determination of any 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 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


 



    -321-


     


    

 


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 related servicing standard
under the applicable Non-Serviced PSA or the Servicing Standard, as applicable, whether, based on its assessment of such supplemental
Appraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted, and if so warranted,
the Special Servicer 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 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”


 



    -322-


     


    

 


and (ii) the date on which the related
Appraisal Reduction Event occurred, the Special Servicer shall calculate and report to the Master Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder,
the Appraisal Reduction Amount, taking into account the results of such Appraisal or valuation and receipt of information requested
by the Special Servicer from the Master Servicer reasonably necessary to calculate the Appraisal Reduction Amount. Such report
shall be forwarded by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan),
to the extent a related Serviced Pari Passu Companion Loan has been included in a securitization transaction, to the master servicer
of such securitization into which the such Serviced Pari Passu Companion Loan has been sold, or to the holder of any related Serviced
Companion Loan.


 


With
respect to each Serviced Mortgage Loan and Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless such
Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes taking into account any amendment or modification
of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty
(30) days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination that the value of
the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or determination
and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as
a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or conduct an internal valuation,
as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal
obtained in accordance with Section 4.05(b) above), shall deliver a copy thereof to the Master Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor and (prior to the occurrence of any Consultation Termination Event and subject
to the DCH Limitations) the Directing Certificateholder. Based upon such Appraisal or internal valuation (or any Appraisal obtained
in accordance with Section 4.05(b) above) and receipt of information reasonably requested by the Special Servicer from
the Master Servicer necessary to calculate the Appraisal Reduction Amount that is either in the Master Servicer’s possession
or reasonably obtainable by the Master Servicer, the Special Servicer shall determine or redetermine, as applicable, and report
to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and (prior to the occurrence of any
Consultation Termination Event and subject to the DCH Limitations) the Directing Certificateholder, the amount and calculation
or recalculation of the Appraisal Reduction Amount with respect to such Serviced Mortgage Loan or Serviced Whole Loan, as applicable,
and such report shall be delivered in the CREFC® Appraisal Reduction Template format; provided, that the
Special Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of
the Master Servicer to provide sufficient information to the Special Servicer to comply with such duties or failure by the Master
Servicer to otherwise comply with its obligations hereunder. Such report shall also be promptly forwarded by the Master Servicer
(or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan), to the extent a related Serviced Companion
Loan has been included in an Other Securitization, to the Other 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


 



    -323-


     


    

 



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
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


 



    -324-


     


    

 


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 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


 



    -325-


     


    

 


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 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: REAM_InvestorRelations@wellsfargo.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


 



    -326-


     


    

 


Servicer or the Operating Advisor determines, in its respective sole discretion, that (i) any Inquiry is beyond the
scope of the topics described above, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the
Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, the applicable Mortgage Loan documents
or this Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional
cost or expense to, the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable,
(v) answering any Inquiry would require the disclosure of Privileged Information (subject to the Privileged Information Exception,
(vi) that answering the inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or
the disclosure of attorney work product or (vii) answering any Inquiry is otherwise, for any reason, not advisable, it shall
not be required to answer such Inquiry and, in the case of the Master Servicer, the Special Servicer or the Operating Advisor,
shall promptly notify the Certificate Administrator of such determination. In addition, no party shall post or otherwise disclose
any direct communications with the Directing Certificateholder or the Risk Retention Consultation Party (in its capacity as Risk
Retention Consultation Party) as part of its response to any Inquiries. The Certificate Administrator shall notify the Person
who submitted such Inquiry in the event that the Inquiry will not be answered. Any notice by the Certificate Administrator to
the Person who submitted an Inquiry that will not be answered shall include the following statement: “Because the Pooling
and Servicing Agreement provides that the Master Servicer, the Special Servicer, the Certificate Administrator and the Operating
Advisor shall not answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the
scope of the topics described in the Pooling and Servicing Agreement, (ii) answering any Inquiry would not be in the best
interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law
or the applicable Mortgage Loan documents, (iv) answering any Inquiry would materially increase the duties of, or result
in significant additional costs or expenses to the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator
or Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information, or
(vi) answering any Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from the fact
that the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer
the Inquiry.” Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be
deemed to be answers from any of the Depositor, the Underwriters or any of their respective Affiliates. None of the Underwriters,
Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor or any
of their respective Affiliates will certify to any of the information posted in the Investor Q&A Forum and no such party shall
have any responsibility or liability for the content of any such information. The Certificate Administrator shall not be required
to post to the Certificate Administrator’s Website any Inquiry or answer 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


 



    -327-


     


    

 


 Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter obtain information
with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor
Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it
grants authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry
for at least forty-five (45) days from the date of such certification to persons entitled to access to the Investor Registry.
Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name and email
address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder
or Certificate Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice
may not be within forty-five (45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor
Registry. The Certificate Administrator will not be responsible for verifying or validating any information submitted on the Investor
Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may
require acceptance of a waiver and disclaimer for access to the Investor Registry.


 


(c)               
The 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool.
The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution
Date Statements, or submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports prepared
by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries
that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may use the forum to
submit requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer for loan-level
reports and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer,
the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case of the Master Servicer
to the following: RAInvRequests@wellsfargo.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


 



    -328-


     


    

 


Master
Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith, in the
case of the Certificate Administrator) that the performance of such duties or the payment of such costs and expenses is beyond
the scope of its duties in its capacity as Certificate Administrator, Master Servicer or Special Servicer, as applicable, under
this Agreement, it shall not be required to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information
Provider by email of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry
with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider
will not be liable for the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A Forum
and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and
Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from any other person.
None of the Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the information posted in
the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for the
content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s
Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is
administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions,
answers and other communications that are not submitted via the 17g-5 Information Provider’s Website.


 


Section
4.08        Secure Data Room. (a)  The Certificate Administrator shall create
a Secure Data Room on the Closing Date. Upon receipt of a Mortgage Loan Seller’s Diligence File Certification, the Depositor
shall promptly deliver to the Certificate Administrator an electronic copy of the Diligence Files for the Mortgage Loans that
have been uploaded by such Mortgage Loan Seller to the IntraLinks Site. On the 120th day after the Closing Date, to the extent
not previously delivered to the Certificate Administrator, the Depositor shall deliver to the Certificate Administrator an electronic
copy of the Diligence File for each Mortgage Loan that has been uploaded to the IntraLinks Site. Upon receipt thereof, the Certificate
Administrator shall promptly upload the contents of each Diligence File actually received by it to the Secure Data Room. Access
to the Secure Data Room shall be granted by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any
other Person at the direction of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt
by the Certificate Administrator of a certification substantially in the form of Exhibit RR hereto (which shall be
sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate Administrator’s
website). In no case whatsoever shall Certificateholders be permitted to access the Secure Data Room. For the avoidance of doubt,
the Certificate Administrator shall 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


 



    -329-


     


    

 


that any document or information is posted in error, the Certificate Administrator may remove such document or information
from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies
of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not be
responsible or held liable for any other Person’s use or dissemination of the documents or information contained on the
Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or willful
misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis
and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties
and responsibilities under this Agreement.


 


(c)               
Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the
Depositor or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable
as part of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the
Certificate Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated,
repurchased or otherwise removed from the Trust, the Special Servicer may direct the Certificate Administrator in writing to delete
the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate
Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the
Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data
Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.


 


ARTICLE
V



THE CERTIFICATES


 


Section
5.01        The Certificates. (a)  The Certificates will be substantially
in the respective forms annexed hereto as Exhibit A-1 through and including Exhibit A-3, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by this Agreement or as may, in the reasonable judgment
of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws,
and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be
required by law, or as may, consistently herewith, be determined by the officers 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 X-F, Class X-G, Class X-H, 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


 



    -330-


     


    

 


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.


 


(d)              
[Reserved].


 


(e)               
[Reserved].


 


Section
5.02        Form and Registration. No transfer of any Non-Registered Certificate shall
be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration
or qualification under applicable state securities laws, or is made in a transaction which does not require such registration
or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or to the Initial Purchasers or by the
Initial Purchasers to an affiliate of LNR Securities Holdings, LLC) is to be made in reliance upon an exemption from the Securities
Act, and under the applicable state securities laws, then either:


 


(a)               
Each Class of the Non-Registered Certificates 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


 



    -331-


     


    

 


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 HRR Certificates 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 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 HRR Certificates 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


 



    -332-


     


    

 


such Class or
ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within
ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding
to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding
it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided,
that under no circumstances will certificated Non-Registered Certificates be issued to beneficial owners of a Temporary Regulation S
Book-Entry Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii)
above with respect to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository
of any Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate
Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive
Certificate issued for a Rule 144A Book-Entry Certificate, the same legends regarding transfer restrictions borne by such
Book-Entry Certificate), and thereafter the Certificate Registrar shall recognize the Holders of such Definitive Certificates
as Certificateholders under this Agreement. Unless and until Definitive Certificates are issued in respect of a Class of Book-Entry
Certificates, beneficial ownership interests in such Class of Certificates will be maintained and transferred on the book entry
records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates
will refer to action taken by the Depository upon instructions received from the related registered Holders of Certificates through
the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all
references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments,
notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to the related
registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures.


 


Section
5.03        Registration of Transfer and Exchange of Certificates. (a)  The
Certificate Administrator shall keep or cause to be kept at the Corporate Trust Office books (the “Certificate Register”)
in which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration
of Certificates and of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity,
being the “Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible
for, among other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates
of each Class of Non-Registered Certificates represented by a Temporary 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.


 






    -333-


     


    

 


(c)               
Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder of a beneficial
interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository
wishes at any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an
interest in the Temporary Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A
Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in the Temporary Regulation S
Book-Entry Certificate of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or
cause the exchange of such interest for an equivalent beneficial interest in such Temporary Regulation S Book-Entry Certificate.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1) instructions
given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to
credit, or cause to be credited, a beneficial interest in the Temporary Regulation S Book-Entry Certificate in an amount
equal to the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given
in accordance with the Depository’s procedures containing information regarding the Euroclear or Clearstream account to
be credited with such increase and the name of such account and (3) a certificate in the form of Exhibit I hereto
given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the
transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in accordance with Regulation S, then
the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A
Book-Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Book-Entry
Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be
exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who shall be the agent
member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary Regulation S Book-Entry Certificate equal
to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited,
from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate
that is being exchanged or transferred.


 


(d)              
Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial interest
in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at
any time following the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for an interest
in the Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A 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


 



    -334-


     


    

 


 with the transfer restrictions applicable to the Book-Entry Certificates
and pursuant to and in accordance with Regulation S, or (B) that the transferee is otherwise entitled to hold its interest
in the applicable Certificates in the form of an interest in the Regulation S Book-Entry Certificate, without any registration
of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel to such effect and such
other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct the Depository
to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or cause
to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate Balance
of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to
the account of the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate
equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be debited,
from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry Certificate
that is being exchanged or transferred.


 


(e)               
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A Book-Entry
Certificate. If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange
its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate for an interest
in the Rule 144A Book-Entry Certificate of the same Class, or to transfer its interest in such Temporary Regulation S
Book-Entry Certificate or Regulation S Book-Entry Certificate to a Person who is required to take delivery thereof in the
form of an interest in the Rule 144A Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear
or Clearstream, as the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent beneficial
interest in the Rule 144A Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07 hereof, of (1) instructions from Euroclear or Clearstream, if applicable,
and the Depository, directing the Certificate Registrar, as registrar, to credit or cause to be credited a beneficial interest
in the Rule 144A Book-Entry Certificate equal to the beneficial interest in the Temporary Regulation S Book-Entry Certificate
or Regulation S Book-Entry Certificate to be exchanged, such instructions to contain information regarding the participant
account with the Depository to be credited with such increase, (2) with respect to a transfer of an interest in the Regulation S
Book-Entry Certificate, information regarding the participant account of the 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


 



    -335-


     


    

 


increased, the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate
Certificate Balance of the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction,
to credit, or cause to be credited, to the account of the Person specified in such instructions, a beneficial interest in the
Rule 144A Book-Entry Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry
Certificate or Regulation S Book-Entry Certificate and to debit, or cause to be debited, from the account of the Person making
such transfer the beneficial interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate that is being transferred.


 


(f)               
Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests in a Temporary
Regulation S Book-Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as
the case may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear
or Clearstream, as applicable, has received a certificate substantially in the form of Exhibit L hereto from the holder
of a beneficial interest in such Temporary Regulation S Book-Entry Certificate, shall be exchanged after the Restricted Period,
for interests in the Regulation S Book-Entry Certificate of the same Class. The Certificate Registrar shall effect such exchange
by delivering to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S
Book-Entry Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S Book-Entry
Certificate initially exchanged for interests in the Regulation S Book-Entry Certificate. The delivery to the Certificate
Registrar by Euroclear or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor
and the Certificate Registrar as conclusive evidence that the certificate or certificates referred to therein has or have been
delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary Regulation S Book-Entry Certificate.
Upon any exchange of interests in the Temporary Regulation S Book-Entry Certificate for interests in the Regulation S
Book-Entry Certificate, the Certificate Registrar shall endorse the Temporary Regulation S Book-Entry Certificate to reflect
the reduction in the Certificate Balance represented thereby by the amount so exchanged and shall endorse the Regulation S
Book-Entry Certificate to reflect the corresponding increase in the amount represented thereby. Until so exchanged in full and
except as provided therein, the Temporary Regulation S Book-Entry Certificate, and the Certificates evidenced thereby, shall
in all respects be entitled to the same benefits under this Agreement as 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 HRR Certificate
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


 



    -336-


     


    

 


holder directing the Certificate Registrar,
as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Book-Entry Certificate equal to the
portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such increase and (3) a certificate in the form
of Exhibit M hereto (in the event that the applicable Book-Entry Certificate is the Temporary Regulation S Book-Entry
Certificate), in the form of Exhibit N hereto (in the event that the applicable Book-Entry Certificate is the Regulation S
Book-Entry Certificate) or in the form of Exhibit O hereto (in the event that the applicable Book-Entry Certificate
is the Rule 144A Book-Entry Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled,
all or part of such Non-Book Entry Certificate, shall, if applicable, execute, authenticate and deliver to the transferor a new
Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained by such transferor and shall instruct
the Depository to increase, or cause to be increased, such Book-Entry Certificate by the aggregate Certificate Balance of the
portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to the account of the Person
specified in such instructions a beneficial interest in the applicable Book-Entry Certificate equal to the Certificate Balance
of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor (which may be by email
to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar shall execute any instrument as may
be reasonably required by the Depository to effect such exchange.


 


(h)              
Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted
by Section 5.02(d), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any Rule 144A
Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate or to a
transferee of a Non-Book Entry Certificate (or any portion thereof).


 


(i)                
Other Exchanges. Definitive Certificates may be transferred and/or exchanged only in accordance with such procedures as
are substantially consistent with the provisions of subsections (c) through (f) above (including the certification
requirements intended to ensure that such transfers comply with Rule 144A or Regulation S under the Act, at the case
may be) and such other procedures as may from time to time be adopted by the Certificate Registrar.


 


(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


 



    -337-


     


    

 


under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate
and deliver Certificates that do not bear such legend.


 


(l)                
All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(m)            
With respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer
to the Initial Purchasers) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received
either (i) a representation letter from the proposed purchaser or transferee of such Certificate substantially in the form
of Exhibit F-1 attached hereto, to the effect that such proposed purchaser or transferee is not (A) an employee
benefit plan subject to the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or
a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for
which no election has been made under Section 410(d) of the Code or any other plan subject to any federal, state or local
law (“Similar Law”) which is, to a material extent, similar to the foregoing provisions of ERISA or the Code
(each, a “Plan”) or (B) a person acting on behalf of or using the assets of any such Plan (within the
meaning of the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA),
other than an insurance company using the assets of its general account under circumstances whereby the purchase and holding of
such Certificates by such insurance company would be exempt from the prohibited transaction provisions of ERISA and the Code under
Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, in the case of a Plan subject to Similar
Law, would not result in a non-exempt violation of Similar Law) or (ii) if such Certificate which may be held only by a person
not described in clauses (A) or (B) above, is presented for registration in the name of a purchaser or transferee
that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate Administrator
and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee will not
constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA, Section 4975 of the
Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master
Servicer, the Special Servicer, the Initial Purchasers, the Underwriters, the Operating Advisor or the Depositor to any obligation
or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition
to those set forth in the Agreement. The Trustee and Certificate Administrator shall not register the sale, transfer, pledge or
other 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.


 






    -338-


     


    

 


(n)              
No Class V or Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will
be a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (within the meaning of the application of Department
of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class V or Class R
Certificate. Each prospective transferee of a Class V or Class R Certificate shall deliver to the transferor and the
Certificate Administrator a representation letter, substantially in the form of Exhibit F-2, stating that the prospective
transferee is not a Plan or a person acting on behalf of or using the assets of a Plan (including an entity whose underlying assets
include Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation §
2510.3-101, as modified by Section 3(42) of ERISA). Any attempted or purported transfer in violation of these transfer restrictions
shall be null and void ab initio and shall vest no rights in any purported transferee and shall not relieve the transferor
of any obligations with respect to the applicable Certificates.


 


Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)                
Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold
such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not
a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its
status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition
described in the first sentence of this Section 5.03(n) by a Person who is not a Permitted Transferee or by a Person who
is acting as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately
preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership
Interest as soon and as fully as possible.


 


(ii)               
No Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect thereto. 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


 



    -339-


     


    

 


fixed base, within the meaning of an applicable income tax treaty,
of such proposed transferee or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership
Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge
that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a
Person that is not a Permitted Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide by
the provisions of this Section 5.03(n) and (y) other than in connection with the initial issuance of a Class R
Certificate, require a statement from the proposed transferor substantially in the form attached as Exhibit D-2 (the
“Transferor Letter”), that the proposed transferor has no actual knowledge that the proposed transferee is
not a Permitted Transferee and has no actual knowledge or reason to know that the proposed transferee’s statements in the
Transferee Affidavit are false.


 


(iii)              
Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible
Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer
to such proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register;
provided, the Certificate Registrar shall not be required to conduct any independent investigation to determine whether
a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to
any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention
of the foregoing restrictions, and in any event not later than sixty (60) days after a request for information from the transferor
of such Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service
and the transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e)
of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions
with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate
Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor
or to such agent referred to above; provided, that such Persons shall in no event be excused from furnishing such information.


 


(o)              
The Class V Certificates may only be transferred to and owned by Institutional Accredited Investors or Qualified Institutional
Buyers. The Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers. Each prospective
transferee of a Class R or Class V Certificate shall deliver to the transferor, the Depositor and the Certificate Registrar an
Investment Representation Letter in the form of Exhibit C attached hereto.


 


(p)              
[Reserved].


 


(q)              
Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding
requirements respecting payments to Certificateholders and other payees of interest or original issue discount that the Certificate
Administrator reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required
for such withholding, and each Certificateholder shall be required to provide the Certificate Administrator information relating
to such


 



    -340-


     


    

 


 Certificateholder solely to the extent necessary for the Certificate Administrator to determine any required withholding
amounts. If the Certificate Administrator does withhold any amount from interest or original issue discount payments or advances
thereof to any Certificateholder or payee pursuant to federal withholding requirements, the Certificate Administrator shall indicate
the amount withheld to such Person. Such amounts shall be deemed to have been distributed to such Persons for all purposes of
this Agreement.


 


Section
5.04        Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated
Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate and (b) there is delivered to the Certificate Registrar such security or
indemnity as may be required by it to save it harmless, then, in the absence of actual notice to the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Certificate Registrar shall execute, authenticate and deliver,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest
in the Trust. In connection with the issuance of any new Certificate under this Section 5.04, the Certificate Registrar
may require the payment of a sum sufficient to cover any expenses (including the fees and expenses of the Certificate Registrar)
connected therewith. Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible
evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be
found at any time.


 


Section
5.05        Persons Deemed Owners. The Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in this Agreement
and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary; provided,
that to the extent that a party to this Agreement responsible for distributing any report, statement or other information required
to be distributed to Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute
such report, statement or other information to such beneficial owner (or prospective transferee) under the same circumstances,
and subject to the same conditions, as such report, statement or other information as would be provided to a Certificateholder.


 


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


 



    -341-


     


    

 



from which information was derived. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to
time upon request therefor.


 


(b)              
(i)  The Certificate Administrator shall include in any Form 10-D any written request received in accordance with
Section 11.04(a) prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding
such Distribution Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate
Owners related to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form
10-D containing such disclosure (a “Special Notice”) regarding the request to communicate shall include the
following and no more than the following: (a) the name of the party making the request, (b) the date the request was
received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such party
is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise of rights
under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may use to contact
the requesting party. Disclosure in substantially the following form shall be deemed to satisfy the requirements in the preceding
sentence:


 


On
[date], the Certificate Administrator received from [name], a Certificateholder or Certificate Owner, a request to communicate
with other Certificateholders and Certificate Owners in the securitization transaction to which this report on Form 10-D relates
(the “Securitization”). The requesting Certificateholder or Certificate Owner is interested in communicating
with other Certificateholders and Certificate Owners with regard to the possible exercise of rights under the pooling and servicing
agreement governing the Securitization. Other Certificateholders and Certificate Owners may contact the requesting Certificateholder
or Certificate Owner at [telephone number], [email address] and/or [mailing address].


 


(ii)               
Any Certificateholder or Certificate Owner wishing to communicate with other Certificateholders and Certificate Owners regarding
the exercise of its rights under the terms of this Agreement (such party, a “Requesting Investor”) should deliver
a written request (a “Communication Request”) signed by an authorized representative of the Requesting Investor
to the Certificate Administrator at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Administration
Group – MSC 2019-L3 (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


 



    -342-


     


    

 


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 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.


 






    -343-


     


    

 


(f)               
The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special
Servicer or the Depositor.


 


Section
5.09        [RESERVED].


 


Section
5.10        Voting Procedures. With respect to any matters submitted to Certificateholders
for a vote, the Certificate Administrator shall administer such vote through the Depository with respect to Book-Entry Certificates
and directly with registered Holders by mail with respect to Definitive Certificates. In each case, such vote shall be administered
in accordance with the following procedures, unless different procedures are otherwise described herein with respect to a specific
vote:


 


(a)               
Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The
notice and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered
Holders of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website. Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)              
In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a 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


 



    -344-


     


    

 


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.


 


ARTICLE
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, the asset representations reviewer AND THE DIRECTING
CERTIFICATEHOLDER AND THE RISK RETENTION CONSULTATION PARTY


 


Section
6.01        Representations, Warranties and Covenants of the Master Servicer, Special Servicer,
the Operating Advisor and the Asset Representations Reviewer. (a)  The Master Servicer hereby represents, warrants
and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders, the Risk Retention Consultation Party,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Special Servicer, the Asset Representations
Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)               
The Master Servicer is a 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;


 






    -345-


     


    

 


(iii)              
The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)             
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial
companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of
equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)              
The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order 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)              
Each applicable Special Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit
of the Certificateholders, the Risk Retention Consultation Party, each Serviced Companion Noteholder, the Depositor, the Certificate


 



    -346-


     


    

 



Administrator, the Master Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)               
The Special Servicer is (A) in the case of the General Special Servicer, a limited liability company, duly organized, validly
existing and in good standing under the laws of the State of Florida, and (B) in the case of the ILPT Industrial Portfolio Special
Servicer, a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware,
and in each case is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary
to perform its obligations under this Agreement;


 


(ii)               
The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this
Agreement by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect the ability of the Special
Servicer to perform its obligations under this Agreement;


 


(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;


 






    -347-


     


    

 


(vii)            
The Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect to such
risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


(viii)            
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(c)               
The Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders,
each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer and
the Risk Retention Consultation Party as of the Closing Date, that:


 


(i)               
The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of
the State of New York, and the 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;


 






    -348-


     


    

 


(v)               
The Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any
order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating
Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Operating
Advisor to perform its obligations under this Agreement;


 


(vi)              
The Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof;


 


(vii)             
No litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor,
which would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and
reasonable judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations
under this Agreement;


 


(viii)            
No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law
for the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of
its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the
Operating Advisor to perform its obligations hereunder; and


 


(ix)              
The Operating Advisor is an Eligible Operating Advisor.


 


(d)              
The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
and to the Depositor, the Master Servicer, the Special Servicer, the Risk Retention Consultation Party and the Certificate Administrator,
as of the Closing Date, that:


 


(i)               
The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under
the laws of the State of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in which
any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)               
The execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the
terms of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s
organizational documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute
a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which
is applicable to it or


 



    -349-


     


    

 


any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the
Asset Representations Reviewer or its property is subject, which, in the case of either (B) or (C) above, is likely
to materially and adversely affect the ability of the Asset Representations Reviewer to perform its obligations under this Agreement;


 


(iii)              
The Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be performed
by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)              
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and
binding obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance
with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other
laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law;


 


(v)              
The Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this 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


 






    -350-


     


    

 


(ix)               
The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)               
The representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery of this
Agreement. Upon written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from any Certificateholder
or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section 6.01 which
materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the party discovering such
breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder, and, prior to the occurrence
and continuance of a Control Termination Event, the Directing Certificateholder.


 


Section
6.02        Liability of the Depositor, the Master Servicer, the Operating Advisor, the
Special Servicer and the Asset Representations Reviewer. The Depositor, the Master Servicer, the Operating Advisor, the Special
Servicer and the Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and
the Asset Representations Reviewer herein.


 


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.


 


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


 



    -351-


     


    

 


perform the obligations of and serve as the Depositor, the Master
Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, in accordance
with the terms of this Agreement) or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, that with respect to such merger, consolidation or succession, Rating Agency Confirmation is
received from each Rating Agency with respect to the Classes of Certificates and, with respect to any class of Serviced Companion
Loan Securities, a confirmation is received from each applicable rating agency that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates as
described in Section 3.25); provided, further, that if the Master Servicer, the Special Servicer, the Asset
Representations Reviewer or the Operating Advisor enters into a merger and the Master Servicer, the Special Servicer, the Asset
Representations Reviewer or the Operating Advisor, as applicable, is the surviving entity under applicable law, the Master Servicer,
the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as applicable, shall not, as a result of the
merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates or, with respect
to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will not result in
the downgrade, withdrawal or qualification of its then-current ratings; provided, further, that for so long as the
Trust, and, with respect to any Serviced Companion Loan included as part of the trust in a related Other Securitization, is subject
to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer, the Asset Representations Reviewer
or the Operating Advisor notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation,
conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies
the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as 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.


 



    -352-


     


    

 



If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate, and if the conditions
set forth in the third proviso of the third preceding sentence are not met the Trustee shall terminate, the applicable Surviving
Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section
7.01.


 


(i)                
The Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction
of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties
under this Agreement.


 


(ii)               
Any Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any merger
or consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the
Asset Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to
have assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding;
provided, that (x) such Person is an Eligible Asset Representations Reviewer and (y) the Trustee has received a Rating
Agency Confirmation with respect to such successor or surviving Person if the Asset Representations Reviewer is not the successor
or surviving Person. The rate at which the Asset Representations Reviewer Asset Review Fee (or any component thereof) is calculated
shall not be affected by such merger, consolidation or succession, and the Asset Representations Reviewer shall bear all reasonable
costs and expenses of each party hereto and each Rating Agency in connection with such merger, consolidation or succession.


 


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


 



    -353-


     


    

 


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, 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


 



    -354-


     


    

 


subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will
be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities. In such event,
the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion Paying
Agent), the Special Servicer, the Asset Representations Reviewer and the Operating Advisor shall be entitled to be reimbursed
therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including,
without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 


(c)               
Each of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related
Serviced Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master
Servicer (including in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer (in
the case of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent
thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal
fees and related costs (including reasonable legal fees and expenses relating to the enforcement of such indemnity), judgments,
and any other costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Master Servicer or the Special Servicer, as the case may be, in the performance of its obligations
and duties under this Agreement or by reason of negligent disregard by the Master Servicer or the Special Servicer, as the case
may be, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein by the
Master Servicer or the Special Servicer, as applicable. The Trustee, the Certificate Administrator, the Depositor, the Asset Representations
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


 



    -355-


     


    

 


Trustee or the Certificate Administrator, respectively, in the performance of its obligations and
duties under this Agreement or by reason of negligent disregard by the Trustee or the Certificate Administrator, respectively,
of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein. The Depositor,
the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall
immediately notify the Trustee and the Certificate Administrator, respectively, if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate
Administrator shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer or the Operating
Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment
or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Trustee or the Certificate
Administrator shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially prejudiced thereby.


 


(e)               
The Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner,
director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all
claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs (including reasonable legal fees and expenses
relating to the enforcement of such indemnity), judgments, and any other costs, liabilities, fees and expenses that any of them
may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the 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


 



    -356-


     


    

 


Operating Advisor,
in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the Operating Advisor
of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein. The Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the
case may be, shall immediately notify the Operating Advisor if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense
of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent),
the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay
all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which
may be entered against it or them in respect of such claim. Any failure to so notify the Operating Advisor shall not affect any
rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s
defense of such claim is materially prejudiced thereby.


 


(g)              
Neither the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers,
employees or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for
refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed by reason of
willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and
duties hereunder.


 


(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.


 






    -357-


     


    

 


(i)                
The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Operating Advisor, Non-Serviced Asset
Representations Reviewer, Non-Serviced Depositor, Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced Paying
Agent and any of their respective partners, directors, officers, shareholders, members, managers, employees or agents (collectively,
the “Non-Serviced Indemnified Parties”), shall be indemnified by the Trust and held harmless against the Trust’s
pro rata share (subject to the applicable Non-Serviced Intercreditor Agreement) of any and all claims, losses, penalties,
fines, forfeitures, legal fees and related costs (including reasonable legal fees and expenses relating to the enforcement of
such indemnity), judgments, and any other costs, liabilities, fees and expenses incurred in connection with the servicing and
administration of a Non-Serviced Mortgage Loan and the related Non-Serviced Mortgaged Property under the applicable Non-Serviced
PSA (as and to the same extent the applicable Non-Serviced Trust is required to indemnify such parties in respect of other mortgage
loans in the applicable Non-Serviced Trust pursuant to the terms of the related Non-Serviced PSA).


 


The
indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Master
Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor or the Asset Representations Reviewer.


 


(j)                
For purposes of this Section 6.04 and Section 11.12, the Master Servicer or Special Servicer, as the case may be,
will be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of their respective
obligations and duties 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


 



    -358-


     


    

 


and (prior to the occurrence of a Consultation
Termination Event) the Directing Certificateholder. Unless applicable law requires the resignation of the Master Servicer or the
Special Servicer (as the case may be) to be effective immediately, and the Opinion of Counsel delivered pursuant to the prior
sentence so states, no such resignation by the Master Servicer or the Special Servicer under clause (a) above shall
become effective until the Trustee or a successor master servicer or successor special servicer, as applicable, shall have assumed
the Master Servicer’s or Special Servicer’s, as applicable, responsibilities and obligations in accordance with Section
7.02 and no such resignation by the Master Servicer or the Special Servicer shall become effective until the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed
with respect to any related Companion Loan. Upon any termination (as described in Section 7.01(c)) or resignation of the
Master Servicer or the Special Servicer, pursuant to this Section 6.05, the Master Servicer or the Special Servicer, as
applicable, shall have the right and opportunity to appoint any successor master servicer or special servicer with respect to
this Section 6.05; provided that, such successor master servicer or special servicer shall not be the Asset Representations
Reviewer, the Operating Advisor or one of their respective Affiliates and (prior to the occurrence and continuance of a Control
Termination Event) such successor special servicer is approved by the Directing Certificateholder, such approval not to be unreasonably
withheld. The resigning party shall pay all costs and expenses (including out-of-pocket costs and expenses incurred by the Trustee
and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 6.05. Except as provided
in Section 7.01(c), in no event shall the Master Servicer or the Special Servicer have the right to appoint any successor
master servicer or special servicer if such Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant
to Section 7.01.


 


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 Directing Certificateholder shall be entitled to advise the Special Servicer with respect to matters relating
to


 



    -359-


     


    

 


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,
the Risk Retention Consultation Party or a Companion Holder or any advice from the Directing Certificateholder, the Risk Retention
Consultation Party or a Companion Holder would cause the Special Servicer or Master Servicer, as applicable, to violate the terms
of any Mortgage Loan, 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,
the Risk Retention Consultation Party or Companion Holder, as applicable, the Trustee and the Rating Agencies of its determination,
including a reasonably detailed explanation of the basis therefor. The taking of, or refraining from taking, any action by the
Master Servicer or Special Servicer in accordance with the direction of or approval of the Directing


 



    -360-


     


    

 


Certificateholder or Companion
Holder that does not violate the terms of any Mortgage Loan, applicable law or the Servicing Standard or any other provisions
of this Agreement, will not result in any liability on the part of the Master Servicer or the Special Servicer.


 


With
respect to any Major Decision related to any Serviced Mortgage Loan that is not an Excluded RRCP Loan, upon request of the Risk
Retention Consultation Party, the party processing the Major Decision as specified under Section 3.34 shall consult on
a non-binding basis with the Risk Retention Consultation Party, in each case within the same time period as such party would be
required to consult with the Directing Certificateholder with respect to such Major Decision (assuming the Directing Certificateholder
had such right with respect to such Mortgage Loan); provided, that prior to the occurrence and continuance of a Consultation Termination
Event, such Mortgage Loan must also be a Specially Serviced Loan. In the event the Master Servicer or the Special Servicer, as
applicable, receives no response from the Risk Retention Consultation Party within ten (10) days following the later of (i) the
Master Servicer’s or the Special Servicer’s, as applicable, written request for input on any requested consultation
and (ii) delivery of all such additional information reasonably requested by such Risk Retention Consultation Party related to
the subject matter of such consultation (and in the possession of the Master Servicer or Special Servicer, as applicable), the
Master Servicer or the Special Servicer, as applicable, will not be obligated to consult with such Risk Retention Consultation
Party on the specific matter; provided, that the failure of such Risk Retention Consultation Party to respond will not
relieve the Master Servicer or the Special Servicer, as applicable, from using reasonable efforts to consult with such Risk Retention
Consultation Party on any future matters with respect to the applicable Mortgage Loan. Notwithstanding anything to the contrary
in this Agreement, so long as LNR Partners, LLC is the Special Servicer hereunder, it shall not be required to consult with or
provide any reports or information to the Risk Retention Consultation Party.


 


The
Special Servicer is not required to obtain the consent of the Directing Certificateholder for any Major Decision after the occurrence
and during the continuance of a Control Termination Event; provided, that, after the occurrence and during the continuance
of a Control Termination Event but prior to the occurrence of a Consultation Termination Event (and subject to the DCH Limitations),
the Special Servicer shall consult on a non-binding basis with the Directing Certificateholder in connection with any Major Decision
and consider alternative actions recommended by the Directing Certificateholder in respect thereof. In the event the Special Servicer
receives no response from the Directing Certificateholder within ten (10) Business Days following its written request for input
on any required consultation, the Special Servicer shall not be obligated to consult with the Directing Certificateholder on the
specific matter; provided, that the failure of the Directing Certificateholder to respond shall not relieve the Special
Servicer from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan
or Serviced Whole Loan.


 


Notwithstanding
the foregoing, in the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise authorized
by this Agreement to take such action), as applicable, determines that immediate action, with respect to a Major Decision, or
any other matter requiring consent of or consultation with the Directing Certificateholder, the Risk Retention Consultation Party,
the Operating Advisor or a Companion Holder, is necessary to protect the interests of the Certificateholders (or, with respect
to any Serviced Whole Loan, the interest of the Certificateholders and the holder(s) of the related Serviced Companion Loan(s))
(as


 



    -361-


     


    

 


a collective whole (taking into account the subordinate or pari passu nature of any related Serviced Companion Loan,
as the case may be)), the Special Servicer or Master Servicer, as applicable, may take any such action without waiting for the
Special Servicer’s (in the case of the Master Servicer), the Directing Certificateholder’s or the Companion Holder’s
response (or without waiting to consult with the Directing Certificateholder, the Risk Retention Consultation Party, the Operating
Advisor or the Companion Holder, as the case may be), provided that the Special Servicer or Master Servicer, as applicable,
provides the Special Servicer (in the case of the Master Servicer) or the Directing Certificateholder (or the Risk Retention Consultation
Party, the Operating Advisor or the Companion Holder, if applicable) with prompt written notice following such action including
a reasonably detailed explanation of the basis therefor.


 


The
Directing Certificateholder shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining
from the taking of any action, or for errors in judgment; provided, that the Directing Certificateholder shall not be protected
against any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct,
bad faith or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless
disregard of obligations or duties owed to the Controlling Class Certificateholders.


 


The
Special Servicer shall provide each Major Decision Reporting Package to the Operating Advisor solely following the occurrence
and continuance of a Control Termination Event, simultaneously upon providing such Major Decision Reporting Package to the Directing
Certificateholder (or at the time such Major Decision Reporting Package would otherwise be required to be so provided without
regard to the occurrence of a Consultation Termination Event and otherwise assuming that the Directing Certificateholder is entitled
to receive such documentation). After the occurrence and continuance of a Control Termination Event, with respect to any particular
Major Decision and/or related Major Decision Reporting Package or any Asset Status Report required to be delivered by the Special
Servicer to the Operating Advisor, the Special Servicer shall make available to the Operating Advisor a Servicing Officer with
relevant knowledge regarding any Mortgage Loan and such Major Decision and/or Asset Status Report in order to address reasonable
questions that the Operating Advisor may have relating to, among other things, such Major Decision and/or Asset Status Report.
In addition, if a Control Termination Event has occurred and is continuing, the Special Servicer shall consult with the Operating
Advisor (telephonically or electronically) in connection with any proposed Major Decision (and such other matters that are subject
to consultation rights of the Operating Advisor pursuant to this Agreement) and to consider alternative actions recommended by
the Operating Advisor in respect of such Major Decision (or such other matters), provided that such consultation is on a non-binding
basis. In the event that the Special Servicer receives no response from the Operating Advisor within ten (10) Business Days
following the later of (i) its written request for input (which initial request is required to include the related Major
Decision Reporting Package) on any required consultation and (ii) delivery of all such additional information reasonably
requested by the Operating Advisor related to the subject matter of such consultation, the Special Servicer shall not be responsible
for consulting with the Operating Advisor on the specific matter; provided, that (x) a Major Decision Reporting Package
shall be included in the Special Servicer’s initial request and (y) the failure of the Operating Advisor to respond on any
specific matters shall not relieve the Special Servicer from its obligation to consult with the Operating Advisor on any future
matter with respect to the related Mortgage Loan or Serviced Whole Loan or any other


 



    -362-


     


    

 


Mortgage Loan. Notwithstanding anything herein
to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has otherwise occurred and
is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the
related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor,
in respect thereof, in accordance with the procedures set forth in this Section 6.08 for consulting with the Operating
Advisor.


 


The
Risk Retention Consultation Party shall have no liability to the Trust or the Certificateholders for any action taken, or for
refraining from the taking of any action, or for errors in judgment; provided, however, that the Risk Retention Consultation Party
shall not be protected against any liability to a Holder of the VRR Interest that would otherwise be imposed by reason of willful
misconduct, bad faith or gross negligence in the performance of duties owed to the Holders of the VRR Interest or by reason of
reckless disregard of obligations or duties owed to the Holders of the VRR Interest. Notwithstanding anything to the contrary
in this Agreement, so long as LNR Partners, LLC is the Special Servicer hereunder, it shall not be required to consult with or
provide any reports or information to the Risk Retention Consultation Party.


 


Any
Non-Serviced Controlling Holder with respect to a Non-Serviced Whole Loan shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that any such Non-Serviced Controlling Holder, with respect to the related Non-Serviced
Whole Loan, may take actions that favor the interests of other parties over the Certificates, and that such Non-Serviced Controlling
Holder, with respect to such Non-Serviced Whole Loan, may have special relationships and interests that conflict with those of
Holders of some Classes of the Certificates, that such Non-Serviced Controlling Holder, with respect to such Non-Serviced Whole
Loan, may act solely in its own interests, that such Non-Serviced Controlling Holder shall not be liable to any Certificateholder
by reason of its having acted solely in its own interests, and that such Non-Serviced Controlling Holder shall have no liability
whatsoever for having so acted, and no Certificateholder may take any action whatsoever against such Non-Serviced Controlling
Holder, with respect to such Non-Serviced Whole Loan, or any director, officer, employee, agent or principal thereof for having
so acted.


 


(b)              
Notwithstanding anything to the contrary contained herein, (i) after the occurrence and during the continuance of a Control
Termination Event, the Directing Certificateholder shall have no right to consent to or direct any action taken or not taken by
any party to this Agreement; (ii) subject to the DCH Limitations, after the occurrence and during the continuance of a Control
Termination Event but prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder shall remain
entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the Special Servicer
and any other applicable party shall consult with the Directing Certificateholder in connection with any action to be taken or
refrained from taking to the extent set forth herein; and (iii) after the occurrence of a Consultation Termination Event,
the Directing Certificateholder shall have no direction, consultation or consent rights hereunder and no right to receive any
notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders)
or any other rights as Directing Certificateholder.


 






    -363-


     


    

 


(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 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


 



    -364-


     


    

 


relates to the servicing of a Serviced Whole Loan if affected by that failure,
by the related Serviced Companion Noteholder; provided, if such failure is capable of being cured and the Master Servicer
or Special Servicer, as applicable, is diligently pursuing such cure, such period will be extended an additional thirty (30) days;
provided, further, that such extended period will not apply to the obligations regarding Exchange Act reporting;
or


 


(iv)             
any breach on the part of the Master Servicer or the Special Servicer, as the case may be, of any representation or warranty contained
in Section 6.01(a) or Section 6.01(b), as applicable, which materially and adversely affects the interests of any
Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues
unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied,
shall have been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator
or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee
by the Holders of Certificates entitled to not less than 25% of all Voting Rights or, as it relates to the servicing of a Serviced
Whole Loan if affected by such breach, by the related Serviced Companion Noteholder; provided, that if such breach is capable
of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing such cure, such 30-day period
will be extended an additional thirty (30) days; or


 


(v)               
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or 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


 






    -365-


     


    

 


(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 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 at least 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)


 






    -366-


     


    

 


provide the Trustee with all documents and records requested by it to enable it to assume the Master
Servicer’s or the Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with the Trustee
in effecting the termination of the Master Servicer’s or the Special Servicer’s, as the case may be, responsibilities
and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without limitation, the transfer within
five (5) Business Days to the Trustee for administration by it of all cash amounts which shall at the time be or should have been
credited by the Master Servicer to the Collection Account or any Servicing Account (if it is the Affected Party), by the Special
Servicer to the REO Account (if it is the Affected Party) or thereafter be received with respect to the Mortgage Loans or any REO
Property (provided, that the Master Servicer and the Special Servicer each shall, if terminated pursuant to this Section
7.01(b) or pursuant to Section 7.01(d) (with respect to the Special Servicer), continue to be entitled to receive all
amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances
(in the case of the Special Servicer or the Master Servicer) or otherwise, and it and its Affiliates and the directors, managers,
officers, members, employees and agents of it and its Affiliates shall continue to be entitled to the benefits of Section 3.11
and Section 6.04 notwithstanding any such termination). If replaced as a result of a Servicer Termination Event, the Master
Servicer or Special Servicer, as the case may be, shall be responsible for the costs and expenses associated with the transfer
of its duties.


 


(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


 






    -367-


     


    

 


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).


 


(a)         At any time prior to the occurrence and continuance of a Control Termination Event, subject to the rights of the holder
of a related Serviced Subordinate Companion Loan pursuant to the related Intercreditor Agreement and subject to the DCH Limitations,
the Directing Certificateholder shall be entitled to terminate, with or without cause, the rights (subject to Section 3.11
and Section 6.04) and obligations of the Special Servicer under this Agreement, upon ten (10) Business Days’ notice
to the Special Servicer, the Master Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination
to be effective upon the appointment of a successor special servicer (which must be a Qualified Replacement Special Servicer) meeting
the requirements of this Section 7.01(d). Upon a termination of such Special Servicer, the Directing Certificateholder (subject
to the DCH Limitations) shall appoint a successor special servicer; provided, that (i) such successor will meet the
requirements set forth in Section 7.02, (ii) the Trustee has provided each Rating Agency with a Rating Agency Communication
and (iii) no replacement of the Special Servicer shall be effective until the Certificate Administrator shall have filed any
required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any
related Companion Loan; provided, further, that so long as LNR Securities Holdings, LLC or an affiliate owns at least
25% of the Certificate Balance of the then-Controlling Class of Certificates, LNR Partners, LLC may not be removed or replaced
as special servicer without cause pursuant to this paragraph. The recommendation of replacement of the Special Servicer by the
Operating Advisor and the approval of the Certificateholders of such Qualified Replacement Special Servicer shall not preclude
the Directing Certificateholder from appointing a replacement special servicer, provided that such replacement may not be the removed
Special Servicer or its Affiliate.


 


After the occurrence
and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal Balance
Certificates evidencing not less than 25% of the Voting Rights allocable to 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


 






    -368-


     


    

 


the successor
special servicer to assume the duties of such Special Servicer (which must be a Qualified Replacement Special Servicer) designated
by such Certificateholders. The Certificate Administrator shall include on each Distribution Date Statement a statement that each
Certificateholder may (i) access such notices via the Certificate Administrator’s Website and (ii) register to
receive electronic mail notifications when such notices are posted thereon. Notwithstanding the foregoing, the Certificateholder’s
direction to remove the Special Servicer shall not apply to (i) any Serviced AB Whole Loan for which the holder of the related
Serviced Subordinate Companion Loan is not subject to a Serviced AB Control Appraisal Period or (ii) any Servicing Shift Whole
Loan.


 


With respect to any Serviced
Whole Loan, notwithstanding any contrary provision in the related Intercreditor Agreement, the Directing Certificateholder shall
only be permitted to terminate the Special Servicer under the circumstances set forth above.


 


A Serviced AB Whole Loan
Controlling Holder shall have the right, prior to the occurrence and continuance of a Serviced AB Control Appraisal Period and
to the extent provided under the related Intercreditor Agreement, to replace the Special Servicer solely with respect to the related
Serviced AB Whole Loan, so long as (A) each Rating Agency delivers a Rating Agency 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.


 






    -369-


     


    

 


Each Servicing Shift
Control Note holder shall have the right, to the extent provided under the related Intercreditor Agreement, to replace the Special
Servicer solely with respect to the related Servicing Shift Whole Loan, as applicable, so long as: (A) each Rating Agency
delivers a Rating Agency Confirmation; (B) the successor special servicer has assumed in writing (from and after the date
such successor special servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special
Servicer under this Agreement from and after the date it becomes the Special Servicer as they relate to the related Servicing Shift
Whole Loan, pursuant to an assumption agreement reasonably satisfactory to the Certificate Administrator; and (C) the Certificate
Administrator shall have received an opinion of counsel reasonably satisfactory to the Certificate Administrator to the effect
that (x) the designation of such replacement to serve as Special Servicer is in compliance with this Agreement, (y) such
replacement will be bound by the terms of this Agreement with respect to related Servicing Shift Whole Loan, and (z) subject
to customary qualifications and exceptions, this Agreement will be enforceable against such replacement in accordance with the
terms hereof.


 


After the occurrence
and during the continuance of a Consultation Termination Event, if the Operating Advisor determines that the Special Servicer (i)
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 interests of the Certificateholders as a collective whole, the Operating
Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written report,
substantially in the form of Exhibit W attached hereto, setting forth the reasons supporting its recommendation (along
with any information the Operating Advisor considered relevant to its recommendation) and recommending a replacement Special Servicer
(which form may be modified or supplemented from time to time to cure any ambiguity or error or to incorporate any additional information,
subject to compliance of such form with the terms and provisions of this Agreement; provided, further, that in no
event shall the information or any other content included in such written recommendation contravene any provision of this Agreement)
detailing the reasons supporting its recommendation (along with relevant information justifying its recommendation) and recommending
a suggested replacement special servicer to assume the duties of such Special Servicer, which shall be a Qualified Replacement
Special Servicer. In such event, the Certificate Administrator shall promptly post notice to all Certificateholders of such recommendation
and the related report on the Certificate Administrator’s Website in accordance with Section 3.13(b), and by mail
conduct the solicitation of votes of all Certificates in such regard. Upon (i) the receipt of an affirmative vote of Holders
of Principal Balance Certificates evidencing at least a majority of the aggregate Voting Rights (taking into account the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances) of all Principal Balance
Certificates on an aggregate basis within 180 days of posting of the Operating Advisor’s recommendation to the Certificate
Administrator’s Website and (ii) the delivery of a Rating Agency Communication to each Rating Agency by the Certificate
Administrator following satisfaction of the foregoing clause (i), the Trustee shall (i) terminate all of the rights
and obligations of the Special Servicer under this Agreement and appoint the successor special servicer approved by the Certificateholders
and (ii) promptly notify such outgoing Special Servicer of the effective date of such termination. The reasonable out-of-pocket
costs and expenses (including reasonable legal fees and expenses of outside counsel) associated with providing such Rating Agency
Communications and administering such vote and the Operating Advisor’s identification of a Qualified Replacement Special
Servicer shall be an additional expense of the Trust. In the


 






    -370-


     


    

 


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 thereof.
Notwithstanding the foregoing, the Operating Advisor’s recommendation to remove the Special Servicer as described above shall
not apply to (i) any Serviced AB Whole Loan for which the holder of the related Serviced Subordinate Companion Loan is not subject
to a Serviced AB Control Appraisal Period or (ii) any Servicing Shift Whole Loan.


 


No penalty or fee shall
be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). All costs
of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling Class.


 


For the avoidance of
doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations set forth
in Section 6.04, any action or claim arising 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).


 


(b)         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).


 


(c)         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.


 


(d)         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


 






    -371-


     


    

 


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 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


 






    -372-


     


    

 


pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed
within the time period specified in Section 7.01(c), the Trustee shall be the successor to such party, until such successor
to the Master Servicer or the Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by the Directing
Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its capacity as Master Servicer or Special
Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein and shall be subject to, and
have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04) benefits, responsibilities, duties,
liabilities and limitations on liability relating thereto and that arise thereafter placed on or for the benefit of the Master
Servicer or Special Servicer, as applicable, by the terms and provisions hereof; provided, that any failure to perform such
duties or responsibilities caused by the terminated party’s failure under Section 7.01 to provide information or moneys
required hereunder shall not be considered a default by such successor hereunder. The appointment of a successor master servicer
shall not affect any liability of the predecessor Master Servicer which may have arisen prior to its termination as Master Servicer,
and the appointment of a successor special servicer shall not affect any liability of the predecessor Special Servicer which may
have arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the Master Servicer or the
Special Servicer, as the case may be, shall not be liable for 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


 






    -373-


     


    

 


Master Servicer or Special Servicer hereunder. No appointment
of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until (i) the assumption in writing
by the successor to the Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities hereunder that
arise thereafter, (ii) receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities
related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
(iii) such appointment (solely with respect to the Special Servicer) has been approved (prior to the occurrence and continuance
of a Control Termination Event) by the Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the
Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form
8-K filings have been completed with respect to any related Companion Loan. Pending appointment of a successor to the Master Servicer
or the Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such
capacity as herein above provided. In connection with such appointment and assumption of a successor to the Master Servicer or
Special Servicer as described herein, the 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


 






    -374-


     


    

 


reduce the Excess Servicing Fee
Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor
Master Servicer that meets the requirements of this Section 7.02.


 


Section 7.03      
Notification to Certificateholders. (a)  Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 6.05, any termination of the Master Servicer or the Special Servicer pursuant to Section 7.01
or any appointment of a successor to the Master Servicer or the Special Servicer pursuant to Section 7.02, the Certificate
Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate
Register.


 


(b)         Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse
of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator
would be deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate
Administrator shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced 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


 






    -375-


     


    

 


Master
Servicer’s rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s rights of
reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable
P&I Advance or Servicing Advance, as the case may be, (without regard to any impairment of any such rights of reimbursement
caused by such Master Servicer’s default in its obligations hereunder); provided, that if Advances made by the Trustee
and the Master Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts
available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances outstanding to the
Trustee, until such Advances shall have been repaid in full, together with all interest accrued thereon, prior to reimbursement
of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any notice given with respect to
a Nonrecoverable Advance hereunder.


 


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:


 






    -376-


     


    

 


(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


 






    -377-


     


    

 


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; 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;


 






    -378-


     


    

 


(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 Administrator, as applicable, has been advised
of the likelihood of such loss or damage and regardless of the form of action;


 






    -379-


     


    

 


(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.


 


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


 






    -380-


     


    

 


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 (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


 






    -381-


     


    

 


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-2”
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 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


 






    -382-


     


    

 


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
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


 






    -383-


     


    

 


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.


 


(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-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3 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


 






    -384-


     


    

 


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-L3, Commercial
Mortgage Pass-Through Certificates, Series 2019-L3 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
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.


 






    -385-


     


    

 


(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 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


 






    -386-


     


    

 


(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 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;


 






    -387-


     


    

 


(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


 


(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


 






    -388-


     


    

 


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;


 


(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


 






    -389-


     


    

 


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.


 


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


 






    -390-


     


    

 


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, Class D and Class E 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, Class D
and Class E 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 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


 






    -391-


     


    

 


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 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. This purchase shall terminate the Trust and retire


 






    -392-


     


    

 


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. If the Holders
of the majority of the Controlling Class, the General Special Servicer or the Master Servicer makes such an election, then Situs
Holdings, LLC (so long as Situs Holdings, LLC is the ILPT Industrial Portfolio Special Servicer) will have the option, by giving
written notice to the other parties hereto no later than 30 days prior to the anticipated date of purchase, to purchase the ILPT
Industrial Portfolio Mortgage Loan and any related REO Property remaining in the Trust, and the other party will then have the
option to purchase only the remaining Mortgage Loans and each related REO Property.


 


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


 






    -393-


     


    

 


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 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


 






    -394-


     


    

 


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.


 


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


 






    -395-


     


    

 


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 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


 






    -396-


     


    

 


written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement,
but in no event at the expense of the Certificate Administrator or the Trustee. At all times as may be required by the Code, the
Certificate Administrator will to the extent within its control and the scope of its duties more specifically set forth herein,
maintain substantially all of the assets of each Trust REMIC as “qualified mortgages” as defined in Section 860G(a)(3)
of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.


 


(h)         In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts
or additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(h); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c)
of the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO
Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised by
the Certificate Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer
shall request in order to pay such taxes. Except as provided in the preceding sentence, the Master Servicer shall withdraw from
the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to
be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate Administrator from contesting, at
the expense of the Trust (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate
Administrator is hereby authorized to and shall segregate, into a separate non-interest bearing account, the net 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.


 






    -397-


     


    

 


(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 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.


 






    -398-


     


    

 


(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 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


 






    -399-


     


    

 


giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the Certificate
Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail
notice of such appointment to all Certificateholders; provided, that no successor REMIC Administrator shall be appointed
unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator upon acceptance of its appointment
hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility or liability for any action
taken by it as such at the direction of the Certificate Administrator.


 


ARTICLE
XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.01  
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of ARTICLE XI
of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes
a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission. The
Depositor shall not exercise its rights to request delivery of information or other performance under these provisions other than
in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley Act
and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations
of the requirements of Regulation AB may change over time, due to interpretive guidance provided by the Commission or its
staff, and agree to comply with requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization
that includes a Serviced Companion Loan) in good faith for delivery of information under these provisions on the basis of such
evolving interpretations of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”).
In connection with the Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3, 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,


 






    -400-


     


    

 


as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the
related Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related Other Depositor to be necessary
in order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written
request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information
in sufficient time to allow the Depositor to satisfy any related filing requirements. For purposes of this ARTICLE XI, to
the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party
hereunder shall not be required to bring any legal action against such third party in connection with such obligation.


 


Section 11.02  
Succession; Subcontractors. (a)  As a condition to the succession to the Master Servicer and Special Servicer
or to any Sub-Servicer (but only if such Sub-Servicer is a Servicing Function Participant and a servicer as contemplated by Item 1108(a)(2))
as servicer or sub-servicer or succession to the Certificate Administrator under this Agreement by any Person (i) into which
the Master Servicer and Special Servicer, such Sub-Servicer or Certificate Administrator may be merged or consolidated, or (ii) which
may be appointed as a successor to the Master Servicer and Special Servicer or to any such Sub-Servicer or Certificate Administrator,
the person removing and replacing the Master Servicer and Special Servicer or Certificate Administrator shall provide to the Depositor,
the Master Servicer and Special Servicer and the Certificate Administrator, as applicable, at least fifteen (15) calendar days
prior to the effective date of such succession or appointment (or such shorter period as is agreed to by the Depositor), (x) written
notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory
to the Depositor, all information relating to such successor reasonably requested by the Depositor in order to comply with its
reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act
are required to be filed under the Exchange Act); provided that if disclosing such information prior to such effective date
would violate any applicable law or confidentiality agreement, the Master Servicer, the Special Servicer, any Additional Servicer
or the Certificate Administrator, as the case may be, shall submit such disclosure to the Depositor no later than the first Business
Day after the effective date of such succession or appointment.


 


(b)         Each of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate
Administrator (each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator
and each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one
or more Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function Participant,
such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and, subject to the reimbursement
of any applicable expenses under Section 11.15, any Other Trustee, Other Certificate Administrator and Other Depositor related
to any Other Securitization that includes a related Serviced Companion Loan) a written description (in form and substance satisfactory
to the Depositor, such Mortgage Loan Seller or such Other Trustee, Other Certificate Administrator or Other Depositor, as applicable)
of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of 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


 






    -401-


     


    

 


Sub-Servicer, use
commercially reasonable efforts to cause, and (ii) with respect to any other subcontractor with which it has entered into
a servicing relationship, cause such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee (and,
subject to the reimbursement of any applicable expenses under Section 11.15, any Other Trustee, Other Certificate Administrator
and Other Depositor related to any Other Securitization that includes a related Serviced Companion Loan) to comply with the provisions
of Section 11.10 and Section 11.11 of this Agreement to the same extent as if such Subcontractor were such Servicer.
With respect to any Servicing Function Participant engaged by such Servicer that is an Initial Sub-Servicer, such Servicer shall
be responsible for using commercially reasonable efforts to obtain, and with respect to each other Servicing Function Participant
engaged by such Servicer, such Servicer shall obtain from each such Servicing Function Participant and deliver to the applicable
Persons any assessment of compliance report and related accountant’s attestation required to be delivered by such Subcontractor
under Section 11.10 and Section 11.11, in each case, as and when required to be delivered. For the avoidance of doubt,
the Custodian shall not be permitted to utilize any Subcontractor to perform any of its obligations hereunder.


 


(c)         Notwithstanding the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with
the performance of any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor
is a “servicer” within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets
the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding
sentence, that such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and meets
the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a Sub-Servicer
for purposes of this Agreement, the engagement of such Sub-Servicer shall not be effective unless and until notice is given to
the Depositor and the Certificate Administrator of any such Sub-Servicer and Sub-Servicing Agreement. Other than with respect to
the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective until fifteen (15) days after such written notice is received
by the Depositor and the Certificate Administrator (or such shorter period as is agreed to by the Depositor). Such notice shall
contain all information reasonably necessary to enable the Certificate Administrator to accurately and timely report the event
under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed
under the Exchange Act).


 


(d)         In connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may
be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written
notice to the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice
to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar
days prior to the effective date of such succession or appointment (or if such prior notice is violative of applicable law or any
applicable confidentiality agreement, no later than one (1) Business Day after such effective date of succession) and shall furnish
to the Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory to 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).


 






    -402-


     


    

 


(e)         Notwithstanding anything to the contrary contained in this ARTICLE XI, in connection with any Sub-Servicer and/or
any Mortgage Loan that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB,
the Master Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer
to comply with its obligations under such Initial Sub-Servicing Agreement.


 


(f)          Any information furnished pursuant to this Section 11.02 shall also be provided, and subject to the reimbursement
of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the
extent the information relates to a party that services, specially services or is trustee for a Serviced Companion Loan) in the
same time frame as set forth in this Section 11.02.


 


Section 11.03  
Filing Obligations. (a)  The Master Servicer, the Special Servicer, the Certificate Administrator, the
Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection
with the satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04,
11.05, 11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the
Depositor any Forms 8-K, 10-D, ABS-EE and 10-K required by the Exchange Act, in order to permit the timely filing thereof,
and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”)
System) such Forms executed by the Depositor.


 


Each party hereto shall
be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any “sponsor”,
credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself
or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.


 


(b)         In the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion
of any Form 8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information was either
not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator
will promptly notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer, the Certificate
Administrator, the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A,
Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K,
the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and
direction of the Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust.
In the event that any previously filed Form 8-K, Form 10-D, Form ABS-EE or Form 10-K needs to be amended, the Certificate
Administrator will notify the Depositor, and such other parties as needed and the parties hereto will cooperate with the Certificate
Administrator to prepare any necessary Form 8-K/A, Form ABS-EE/A, Form 10-D/A or Form 10-K/A. Any Form 15,
Form 12b-25 or 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


 






    -403-


     


    

 


of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08,
11.09, 11.10, 11.11 and 11.15 of this Agreement. The Certificate Administrator shall have no liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or
timely file any such Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K,
where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information
from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25 or any amendments
to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 


Section 11.04  
Form 10-D and Form ABS-EE Filings. (a)  Within fifteen (15) days after each Distribution Date (subject
to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any
Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator
shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition
to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and
the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for
any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and approval.


 


For so long as the Trust
is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within five (5) calendar
days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto
shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant,
with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may
be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator,
the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure, if applicable; provided
that information relating to any REO Account to be reported under “Item 8: Other Information” on Exhibit BB
shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date
on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-D
Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to
the reporting of REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the
Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D
Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should be delivered by email to
cts.sec.notifications@wellsfargo.com (or such other e-mail address as the Certificate Administrator may instruct) or by
facsimile to (410) 715-2380, Attn: CTS SEC Notifications. Neither the Trustee nor the Certificate Administrator has any duty under
this Agreement to monitor 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.


 






    -404-


     


    

 


The Certificate Administrator
shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a) of the Exchange Act concerning
all assets of the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage
Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most recent Form ABS-15G filed
by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for
each such filer, (iii) to the extent such information is provided to the Certificate Administrator by the Master Servicer
in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04,
the balances of the REO Account (to the extent the related information has been received from the Special Servicer within the time
period specified in this Section 11.04) and the Collection Account as of the related Distribution Date and as of the immediately
preceding Distribution Date and (iv) the balances of the Distribution Accounts, the Gain-on-Sale Reserve Account and the Interest
Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date. Such Form
10-D shall also incorporate the most recent Form ABS-EE filing by reference (which such Form ABS-EE shall be filed on or prior
to the filing of such Form 10-D). The Depositor and the Mortgage Loan Sellers, in accordance with Section 5(f) of the applicable
Mortgage Loan Purchase Agreement, shall deliver such information as described in clause (i) and clause (ii)
of this paragraph.


 


Form 10-D requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such
required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety
(90) days. The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related
Distribution Date with respect to the filing of a report on Form 10-D if the answer to the questions should be “no.”
The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such
report.


 


With respect to any Mortgage
Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable
Form 10-D filed by it (to the extent it receives such information from the applicable Servicer) the identity of such Mortgage
Loan and, to the extent such information is received by the Certificate Administrator from the Master Servicer or the Special Servicer,
as applicable, substantially in the form of Exhibit KK (A) the amount of any such Additional Debt or mezzanine
debt, as applicable, that is incurred during the related Collection Period, (B) the total debt service coverage ratio calculated
on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio
calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 


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.


 






    -405-


     


    

 


Upon receipt of the Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b), the
Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in accordance
with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset
Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt of such
Asset Review Report Summary from the Asset Representations Reviewer.


 


(b)         To the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate
with other Certificateholders or Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include
on the Form 10-D relating to the reporting period in which such request was received (a “Special Notice”) disclosure
regarding the request to communicate, and such disclosure is required to include the following and no more than the following:
(a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request was received,
(c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder
or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible
exercise of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners
may use to contact the requesting Certificateholder or Certificate Owner. Disclosure in substantially the following form shall
be deemed to satisfy the requirements in the preceding sentence:


 


On [date], the
Certificate Administrator received from [name], a Certificateholder or Certificate Owner, a request to communicate with other Certificateholders
and Certificate Owners in the securitization transaction to which this report on Form 10-D relates (the “Securitization”).
The requesting Certificateholder or Certificate Owner is interested in communicating with other Certificateholders and Certificate
Owners with regard to the possible exercise of rights under the pooling and servicing agreement governing the Securitization. Other
Certificateholders and Certificate Owners may contact the requesting Certificateholder or Certificate Owner at [telephone number],
[email address] and/or [mailing address].


 


(c)         After preparing the Forms 10-D and ABS-EE, the Certificate Administrator shall forward electronically copies of the
Forms 10-D and ABS-EE to the Depositor for review no later than ten (10) calendar days after the related Distribution Date
or, if the 10th calendar day after the related Distribution Date is not a Business Day, the immediately preceding Business Day.
Within two (2) Business Days after receipt of such copies, but no later than the two (2) Business Days prior to the 15th calendar
day after the Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Forms 10-D and ABS-EE, respectively, and, a duly authorized officer of the Depositor
shall sign the Forms 10-D and ABS-EE and return an electronic or fax copy of such 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


 






    -406-


     


    

 


applicable, in which case the Certificate Administrator shall sign such Forms 10-D
and ABS-EE, as applicable, as attorney in fact for the Depositor. As provided in Section 11.04(d), the Certificate Administrator
shall file such Form ABS-EE, upon receipt of the Depositor’s signature thereof, prior to the filing of the related Form 10-D.
If a Form 10-D or Form ABS-EE cannot be filed on time or if a previously filed Form 10-D or Form ABS-EE needs to be amended,
the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly after filing with the Commission,
the Certificate Administrator will make available on its Internet website a final executed copy of each Form 10-D and Form
ABS-EE filed by the Certificate Administrator. The signing party at the Depositor for any Form 10-D or Form ABS-EE can be contacted
at the address identified in Section 13.05. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 11.04(c) related to the timely preparation and filing of Form 10-D and
Form ABS-EE, as applicable, is contingent upon such parties observing all applicable deadlines in the performance of their duties
under this Section 11.04(c). Neither the Trustee nor the Certificate Administrator shall have any liability for any loss,
expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely
file such Form 10-D and Form ABS-EE, respectively, where such failure results from the Certificate Administrator’s inability
or failure to receive, on a timely basis, any information from any party to this Agreement needed to prepare, arrange for execution
or file such Form 10-D or such Form ABS-EE, respectively, not resulting from its own negligence, bad faith or willful misconduct.


 


(d)         Prior to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate
Administrator shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange Act
and the rules and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE
required to be filed with the Commission and incorporated by reference in either the preliminary Prospectus or the final Prospectus.
The Certificate Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL File received by the
Certificate Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent the Certificate Administrator receives
any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d), the Certificate Administrator shall
file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. The Certificate Administrator shall not be required to
combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files. The Certificate Administrator shall not be required
to review, redact, reconcile, edit or verify the content, completeness or accuracy of the information contained in any CREFC®
Schedule AL File or Schedule AL Additional File. After preparing the Form ABS-EE, the Certificate Administrator shall forward electronically
a copy of such Form ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL Additional File received
by the Certificate Administrator) concurrently with the related Form 10-D to the Depositor for review and approval. Any questions
for the Master Servicer related to the filing shall be directed to Wells Fargo Bank, National Association at ssreports@wellsfargo.com
(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 


 






    -407-


     


    

 


or Schedule
AL Additional File, as applicable, to the Certificate Administrator. The Certificate Administrator, the Master Servicer and the
Depositor shall each, to the extent related to such party’s obligations hereunder, reasonably cooperate to remedy any filing
errors regarding any CREFC® Schedule AL File or any Schedule AL Additional File in a timely manner.


 


The Depositor hereby
directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Form ABS-EE
for each reporting period: Name: Amy Kim, Telephone: (212) 762-5079. The Certificate Administrator may rely without further investigation
that this information remains correct unless and until the Depositor provides the Certificate Administrator with a new individual’s
name and phone number in writing.


 


(e)         Any notice and/or information furnished pursuant to this Section 11.04 shall also be provided, and subject to the
reimbursement of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator
(to the extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services
or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.04.


 


Section 11.05  
Form 10-K Filings. (a)  Within ninety (90) days after the end of each fiscal year of the Trust (it
being understood that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required
by the Exchange Act (the “10-K Filing Deadline”), commencing in March 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


 






    -408-


     


    

 


Form 10-K, disclosure that such report is not included and an explanation why such report
is not included;


 


(iii)        (A)  the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function
Participant utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Custodian
or the Trustee, as described under Section 11.11; and


 


(B)          
if any registered public accounting firm attestation report described under Section 11.11 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm
attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation
why such report is not included; and


 


(iv)        a certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate
as a result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except
as described below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any disclosure or information in addition
to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and
the Certificate Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability for
any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such reporting, direction and approval.
Information delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


 


As set forth on Exhibit CC
hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting requirements, commencing
in 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.


 






    -409-


     


    

 


Form 10-K requires
the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
ninety (90) days.” The Depositor hereby represents to the Certificate Administrator that the Depositor has filed all such
required reports during the preceding twelve (12) months and that it has been subject to such filing requirement for the past ninety
(90) days. The Depositor shall notify the Certificate Administrator in writing, no later than March 1st with respect to the filing
of a report on Form 10-K, if the answer to the questions should be “no.” The Certificate Administrator shall be
entitled to rely on such representations in preparing, executing and/or filing any such report.


 


(b)         After preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K
to the Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days
after receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which
may be furnished electronically) of any changes to or approval of such Form 10-K and the senior officer in charge of securitization
for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original
executed hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K cannot be filed
on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow the procedures
set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator will make available
on its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator. The signing party
at the Depositor can be contacted at the address identified in Section 13.05. The parties to this Agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 11.05 related to the timely preparation
and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function
Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines in the performance of their
duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall have any liability for any
loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely
file such Form 10-K, where such failure results from the Certificate Administrator’s failure to receive, on a timely
basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing Function Participant engaged by any
such parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad
faith or willful misconduct.


 


(c)         Upon written request from any Mortgage Loan Seller, Other Depositor, the Master Servicer or the Special Servicer, the Certificate
Administrator shall confirm to such Mortgage Loan Seller, Other Depositor, Master Servicer or Special Servicer whether it has received
notice that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller or Other
Depositor, the Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity of the new party.


 


(d)         Any notice and/or information furnished pursuant to this Section 11.05 shall also be provided, and subject to the
reimbursement of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator
(to the extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially


 






    -410-


     


    

 


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 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


 






    -411-


     


    

 


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 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


 






    -412-


     


    

 


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.


 


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.


 






    -413-


     


    

 


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 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


 






    -414-


     


    

 


status thereof. Such Officer’s Certificate shall be provided in
EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing
parties. Each Certifying Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer that
is an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer, and (ii) with respect to
each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause
such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate Administrator, make a copy
of each such statement available on its Internet website) to the Directing Certificateholder and the 17g-5 Information Provider.
With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such
Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee
in form and substance similar to the form attached hereto as Exhibit HH. Promptly after receipt of each such Officer’s
Certificate, the Depositor may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer
as to the nature of any failures by the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer
has entered into a servicing relationship with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s
or Additional Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The
obligations of the Certifying Servicer and each Additional Servicer under this Section 11.09 apply to the Certifying Servicer
and each Additional Servicer that serviced a Mortgage Loan during the applicable period, whether or not such Certifying Servicer
or Additional Servicer is acting as the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or Additional
Servicer at the time such Officer’s Certificate is required to be delivered. None of the Master Servicer, Special Servicer
or Additional Servicer shall be required to cause the delivery of any such statement until April 15 in any given year so long
as it has received written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor)
that a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other Securitization for
the preceding calendar year.


 


In the event the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to the terms of
this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect
to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any applicable
servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any
other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement, cause such
Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the period
of time that the Master Servicer, the Special Servicer, the Trustee or the Certificate 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.


 






    -415-


     


    

 


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. 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


 






    -416-


     


    

 


instance of noncompliance with the Relevant Servicing Criteria
applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting Servicer, as applicable), and (ii) the
Certificate Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each
party as set forth on Exhibit AA and notify the Depositor of any exceptions. None of the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator, the Trustee or any Servicing Function Participant shall be required
to cause the delivery of any such assessments until April 15th in any given year so long as it has received written confirmation
from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is
not required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.


 


Notwithstanding the foregoing,
at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator and Trustee may
provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined Relevant
Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)         The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such
party and any Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate
Administrator has entered into a servicing relationship.


 


(c)         No later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special
Servicer shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional
Servicer engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial
Sub-Servicer, and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each Mortgage
Loan Seller as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG,
and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria will be addressed in the
report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant to Section 11.10(a),
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable,
will also at such time include the assessment (and related attestation pursuant to Section 11.11) of each Servicing Function
Participant engaged by it.


 


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


 






    -417-


     


    

 


to the period of time that the Master Servicer, the Special Servicer, the Trustee, the Operating
Advisor, the Custodian or the Certificate Administrator was subject to this Agreement or the period of time that the Additional
Servicer was subject to such other servicing agreement.


 


(d)         Each of the Operating Advisor, the Master Servicer and the Special Servicer may at any time request from the Certificate
Administrator confirmation of whether a Control Termination Event or Consultation Termination Event occurred during the previous
calendar year, and upon such request the Certificate Administrator shall deliver such confirmation to the Operating Advisor, the
Master Servicer or Special Servicer, as applicable, within fifteen (15) days of such request.


 


(e)         Any certificate, statement, report, assessment, attestation, notice and/or information furnished pursuant to this Section
11.10 shall also be provided, and subject to the reimbursement of any applicable expenses under Section 11.15, to each
Other Depositor and each Other Certificate Administrator (to the extent such item and/or information relates to a party that services,
specially services or is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this Section
11.10.


 


Section 11.11  
Annual Independent Public Accountants’ Attestation Report. On or before March 1st of each year, commencing
in March 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 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


 






    -418-


     


    

 


Exchange Act.
Such report must be available for general use and not contain restricted use language. With respect to any Non-Serviced Companion
Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non-Serviced Master
Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of such statement will be provided by the Certificate
Administrator in accordance with Section 3.13(b). Such report shall be provided in EDGAR-Compatible Format, or in such other
format agreed upon by the Depositor, the Certificate Administrator and the providing parties.


 


Promptly after receipt
of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor,
the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator as
to the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian,
the Certificate Administrator or any Servicing Function Participant with which it has entered into a servicing relationship with
respect to the Mortgage Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s,
the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s, the Custodian’s or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement,
and (ii) the Certificate Administrator shall confirm that each accountants’ attestation report submitted pursuant to
this Section 11.11 relates to an assessment of compliance meeting the requirements of Section 11.10 and notify the
Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor, the Custodian nor any Additional Servicer shall be required to deliver, or shall be required to cause the delivery
of such reports until April 15th in any given year so long as it has received written confirmation from the Depositor that
a Form 10-K is not required to be filed with respect to the Trust for the preceding fiscal year.


 


Section 11.12  
Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Custodian, the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold harmless each Certification Party
from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs (including
any reasonable legal fees and expenses relating to the enforcement of such indemnity), judgments and other costs and expenses incurred
by such Certification Party arising out of (i) an actual breach by the Master Servicer, the Special Servicer, the Trustee,
the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate Administrator, as the case may be,
of its obligations under this ARTICLE XI, (ii) negligence, bad faith or willful misconduct on the part of the Master
Servicer, the Special Servicer, the Trustee, the Asset 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,


 






    -419-


     


    

 


cause such party to, in each case, indemnify and hold harmless each Certification Party from
and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs (including
any reasonable legal fees and expenses relating to the enforcement of such indemnity), judgments and any other costs, fees and
expenses incurred by such Certification Party arising out of (a) a breach of its obligations to provide any of the annual
compliance statements or annual assessment of compliance with the servicing criteria or attestation reports pursuant to the applicable
sub-servicing or primary servicing agreement, (b) negligence, bad faith or willful misconduct on its part in the performance
of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b)) to identify a Servicing
Function Participant pursuant to Section 11.02(c), or (d) delivery of any Deficient Exchange Act Deliverable.


 


In addition, each of
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained
by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor as necessary for the Depositor to conduct any
reasonable due diligence necessary to evaluate and assess any material instances of non-compliance disclosed in any of the deliverables
required by the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules
and regulations promulgated thereunder (“Reporting Requirements”).


 


In connection with comments
provided to the Depositor from the Commission or its staff regarding information (x) delivered by the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator, the
Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”),
(y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting
firm, attorney or other agent retained by such Affected Reporting Party to prepare such information, which information is contained
in a report filed by the Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor’s
filing of such report, the Depositor shall promptly provide to such Affected Reporting Party any such comments which relate to
such Affected Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written response to the
Commission or its staff for inclusion in the Depositor’s response to the Commission or its staff, unless such Affected Reporting
Party elects, with the consent of the Depositor (which consent shall not be unreasonably denied, withheld or delayed), to directly
communicate with the Commission or its staff and negotiate a response and/or resolution with the Commission or its staff; provided,
if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Master Servicer, the
Master Servicer shall 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


 






    -420-


     


    

 


such Affected
Reporting Party and to notify the Commission or its staff of such authorization. The Depositor and the Affected Reporting Party
shall cooperate and coordinate with one another with respect to any requests made to the Commission or its staff for extension
of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor
or any Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor or Other Depositor, as
applicable) in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s or Other
Depositor’s expense, as applicable, as set forth above) and any amendments to any reports filed with the Commission or its
staff related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from
the Depositor or Other Depositor, as applicable. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the
Custodian, the Certificate Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer engaged by it
that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and
(ii) with respect to each other Additional Servicer and each Servicing Function Participant with which, in each case, it has
entered into a servicing relationship with respect to the Mortgage Loans, cause such party to, comply with the foregoing by inclusion
of similar provisions in the related sub-servicing or similar agreement. Upon resolution with the Commission, and subject to the
reimbursement of any applicable expenses under Section 11.15, the Affected Reporting Party shall promptly provide, to each
Other Depositor the appropriate revised reports, updated or revised information contained in any report filed by the Other Depositor
under the Reporting Requirements, or any updated or revised material communications in connection with the response and/or resolution
with the Commission or its staff, if and to the extent such reports, information and/or communications relate to information that
was previously provided to the Other Depositor and would reasonably be expected to be contained in a report filed by the Other
Depositor under the Reporting Requirements of an Other Pooling and Servicing Agreement.


 


If the indemnification
provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”)
shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities
of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the
one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant
to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations under the
applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual servicing
criteria compliance reports or attestation reports) or the Performing Party’s negligence, 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.


 






    -421-


     


    

 


Section 11.13  
Amendments. This ARTICLE XI may be amended with the written consent of the parties hereto pursuant to Section
13.01 for purposes of complying with Regulation AB and/or to conform to standards developed within the commercial mortgage-backed
securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmation
with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation of the applicable rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), or the consent of any Certificateholder, notwithstanding
anything to the contrary contained in this Agreement; provided that the reports and certificates required to be prepared
pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall not be eliminated without Rating Agency
Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, without a confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


Section 11.14  
Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicer,
the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or
the Trustee, as the case may be, to the Depositor pursuant to this ARTICLE XI may be delivered via email (and additionally
delivered via phone or telecopy), notwithstanding the provisions of Section 13.05, to cts.sec.notifications@wellsfargo.com.


 


Section 11.15  
Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of the
Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special
Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced Pari Passu
Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage Loan
Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted
transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB
(a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation
AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller
reasonably requires 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


 






    -422-


     


    

 


such offering material to the extent that such material misstatement or omission was made in
reliance upon any such information provided by the Trustee (where such information pertains to the Trustee individually and not
to any specific aspect of the Trustee’s duties or obligations under this Agreement), the Certificate Administrator (where
such information pertains to the Certificate Administrator individually and not to any specific aspect of the Certificate Administrator’s
duties or obligations under this Agreement), the Master Servicer (where such information pertains to the Master Servicer individually
and not to any specific aspect of the Master Servicer’s duties or obligations under this Agreement) and the Special Servicer
(where such information pertains to the Special Servicer individually and not to any specific aspect of the Special Servicer’s
duties or obligations under this Agreement), as applicable, to such depositor, underwriters or Mortgage Loan Seller (or permitted
transferee) as required by this Section 11.15(a) and (ii) deliver such securities law opinion(s) of counsel, certifications
and/or indemnification agreement(s) (to the extent the cost thereof is paid by the related Mortgage Loan Seller) with respect to
such information that are substantially similar to those delivered with respect to the offering material for this securitization
by the Master Servicer or the Special Servicer, Trustee and Certificate Administrator, as the case may be, or their respective
counsel, in connection with the information concerning such party in the offering material related to a Regulation AB Companion
Loan Securitization. Notwithstanding the foregoing, to the extent that the information provided by the Trustee, the Certificate
Administrator the Master Servicer or the Special Servicer, as applicable, for inclusion in the offering materials related to such
Regulation AB Companion Loan Securitization is substantially and materially similar to the information provided by such party with
respect to the offering materials related to this transaction, subject to any required changes due to any amendments to Regulation
AB or any changes in the interpretation of Regulation AB, such party shall be deemed to be in compliance with this Section 11.15(a).
Any indemnification agreement executed by the Trustee, the Certificate Administrator the Master Servicer or Special Servicer in
connection with the Regulation AB Companion Loan Securitization shall be substantially similar to the related indemnification agreement
executed in connection with this Agreement. It shall be a condition precedent to any party’s obligations otherwise set forth
above and/or elsewhere in ARTICLE XI that the applicable Mortgage Loan Seller (or permitted transferee) shall have (a) provided
reasonable advance notice (and, in any event, not less than 10 Business Days) of the exercise of its rights hereunder and (b) paid,
or entered into reasonable agreement to cause to be paid, the reasonable out-of-pocket expenses (including reasonable fees and
expenses of counsel) incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion of counsel or indemnification
agreement.


 


(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,


 






    -423-


     


    

 


trustee, certificate administrator or master servicer within
the time period set forth in the Other Pooling and Servicing Agreement (so long as such time period is no earlier than the time
periods set forth herein) for such Regulation AB Companion Loan Securitization such information relating to a Serviced Securitized
Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator and master servicer of the
Regulation AB Companion Loan Securitization to comply with the reporting requirements of Regulation AB and the Exchange Act; provided,
that any parties to any Regulation AB Companion Loan Securitization shall consult with the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer (and Master Servicer shall consult with any sub-servicer appointed by it with respect
to the related Serviced Whole Loan), and the Trustee, the Certificate Administrator, such Master Servicer and the Special Servicer
shall cooperate with such parties in respect of establishing the time periods for preparation of the Form 10-D and Form ABS-EE
reports in the documentation for such Regulation AB Companion Loan Securitization. Notwithstanding the foregoing, to the extent
the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material
respects with the timing, reporting and attestation requirements imposed on such party in ARTICLE XI of this Agreement (other
than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this
Section 11.15(b) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance
with the provisions of this Section 11.15(b).


 


(c)         Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect
to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which request
or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is
required), provide the trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion
Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) information with respect to
any event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan within two (2)
Business Days after the occurrence of such event of which it has knowledge. Notwithstanding the foregoing, to the extent the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects
with the timing, reporting and attestation requirements imposed on such party in ARTICLE XI of this Agreement (other than
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


 






    -424-


     


    

 


respect
to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which request
or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is
required), provide, with respect to itself, to the trustee or certificate administrator, as applicable, under such Regulation AB
Companion Loan Securitization, to the extent required pursuant to Item 1122 of Regulation AB, (i) a report on an assessment
of compliance with the servicing criteria to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a registered
accounting firm’s attestation report on such Person’s assessment of compliance with the applicable servicing criteria
to the extent required pursuant to Item 1122(b) of Regulation AB and (iii) such other information as may be required pursuant
to Item 1122(c) of Regulation AB. Notwithstanding the foregoing, to the extent the Master Servicer or the Special Servicer, as
the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party
in ARTICLE XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting
and attestation requirements contemplated in this Section 11.15(d) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.15(d).


 


(e)         On or before March 1st of each year (commencing in March 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


 






    -425-


     


    

 


administrator or master servicer
as a result of any failure by the Servicing Function Participant to comply with the reporting requirements to the extent applicable
set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any subservicing agreement
related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to provide to the
Master Servicer or Special Servicer, as applicable, information, reports, statements and certificates with respect to itself and
such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates required to be provided
by the Master Servicer or Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer is not otherwise required
to provide such information, reports or certificates to any Person in order to comply with Regulation AB. Such information, reports
or certificates shall be provided to the Master Servicer or Special Servicer, as applicable, no later than two Business Days prior
to the date on which the Master Servicer or Special Servicer, as applicable, is required to deliver its comparable information,
reports, statements or certificates pursuant to this Section 11.15.


 


(g)         There is no “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) related to the Trust.
With respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor has
notified the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB)
(together with notification of the relevant Distribution Date) with respect to an Other Securitization that includes such Serviced
Companion Loan, to the extent that the Master Servicer is in receipt of the updated financial statements of such “significant
obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the Mortgagor, beginning
with the first calendar quarter following receipt of such notice from the Other Depositor, or the updated financial statements
of such “significant obligor” for any calendar year, beginning for the calendar year following such notice from the
Other Depositor, as applicable, the Master Servicer shall deliver to the Other Depositor, on or prior to the day that occurs two
(2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to the
related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs twelve (12)
or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business
Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, the financial statements of such “significant
obligor”, together with the net operating income of such “significant obligor” for the applicable period as calculated
by the Master Servicer in accordance 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


 






    -426-


     


    

 


Serviced Pari Passu Companion Loan (and shall
cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such Serviced
Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to notify such Other Depositor) that it
has not received such financial information. The Master Servicer shall use efforts consistent with the Servicing Standard (taking
into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic
financial statements required to be delivered by the related Mortgagor under the related Mortgage Loan documents.


 


The Master Servicer shall
(and shall cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor
that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence
of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to any such “significant
obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the
required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or
Form 10-K, as applicable, is required to be filed with respect to the Other Securitization, shall forward an Officer’s Certificate
evidencing its attempts to obtain this information to the Other Exchange Act Reporting Party and Other Depositor related to such
Other Securitization. This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust
office, as specified in the related Other Pooling and Servicing Agreement.


 


Such financial information
shall be collected (if applicable), prepared and/or calculated by the party responsible for such collection, preparation and/or
calculation set forth in Section 3.12 and delivered as set forth in Section 3.12(b).


 


(h)         If any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange
Act, then the obligations of the parties hereto set forth in this ARTICLE XI with respect such Other Securitization shall
remain in full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange
Act.


 


Section 11.16  
[RESERVED].


 


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


 






    -427-


     


    

 


by the time required hereunder with respect to any reporting
period for which the Trust (or any trust in a related Other Securitization) is not required to file Exchange Act reports.


 


ARTICLE
XII



the asset representations reviewer


 


Section 12.01  
Asset Review.


 


(a)         On or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status Report and/or the
CREFC® Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator
shall determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate
Administrator shall promptly provide notice to all Certificateholders and each other party to this Agreement. Any notice required
to be delivered to the Certificateholders pursuant to this ARTICLE XII shall be delivered by the Certificate Administrator
by posting such notice on the Certificate Administrator’s Website, by mailing such notice to the Certificateholders’
addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository
in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Distribution Report in the Form 10-D
relating to the reporting period in which the Asset Review Trigger occurred the following statement describing the events that
caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below
are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.”.
On each Distribution Date occurring after providing such notice to Certificateholders, the Certificate Administrator, based on
information provided to it by the Master Servicer or the Special Servicer, as applicable, shall determine whether (1) any
additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether
an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in
clauses (1), (2) and/or (3), deliver such information in a written notice (which may be via email) in the
form of Exhibit SS within two (2) Business Days to the Master Servicer, the Special Servicer, the Operating Advisor
and the Asset Representations Reviewer.


 


If Certificateholders
entitled to not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator, within 90 days
after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to
commence an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall promptly
provide written notice thereof to all Certificateholders and the Asset Representations Reviewer and conduct a solicitation of votes
in accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative vote to authorize an Asset Review by
Holders of Certificates entitled to both (i) a majority of the Voting Rights allocable to those Certificateholders who cast votes
and (ii) a majority of the Voting Rights that constitute a minimum Asset Review Quorum within 150 days of the receipt of the Asset
Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide
written notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder,
the Risk Retention Consultation Party and the other Certificateholders (the “Asset Review Notice”). Upon receipt
of an Asset Review Notice, the


 






    -428-


     


    

 


Asset Representations Reviewer shall request access to the Secure Data Room by providing the Certificate
Administrator with a certification substantially in the form attached hereto as Exhibit RR (which shall be sent via
email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate Administrator’s Website).
Upon receipt of such certification, the Certificate Administrator shall promptly (and in any case within two (2) Business Days
after such receipt) grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset
Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder
may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review any
Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such
150-day period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect,
(C) the Certificate Administrator has timely received any Asset Review Vote Election after the occurrence of the events described
in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150
days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset
Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election
except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator
in connection with administering such vote shall be paid by the related Mortgage Loan Seller; provided, that if the related
Mortgage Loan Seller is insolvent or fails to pay such amount within ninety (90) days of written request by the Certificate Administrator,
such amount shall be paid by the Trust following delivery by the Certificate Administrator of evidence reasonably satisfactory
to the Enforcing Servicer of such insolvency or failure to pay such amount; provided, further, that notwithstanding
any payment of such amount by the Trust to the Certificate Administrator, such amount shall remain an obligation of the related
Mortgage Loan Seller, and the Enforcing Servicer shall determine in accordance with the Servicing Standard whether it is in the
best interest of Certificateholders to pursue and, if it so determines, 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 (7))
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


 






    -429-


     


    

 


evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)       a
copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 


(4)       a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review;


 


(6)       a
copy of any notice previously delivered by the Master Servicer or Special Servicer, as applicable, of any alleged defect or breach
with respect to any Delinquent Loan; and


 


(7)       any
other related documents that are reasonably requested by the Asset Representations Reviewer to be delivered by the Master Servicer
or the Special Servicer, as applicable, in the time frames and as otherwise described pursuant to clause (ii) hereof.


 


(ii)            If the Asset Representations Reviewer determines that it is missing any document that is required to be part of the Review
Materials for such Mortgage Loan that was entered into or delivered in connection with the origination of the related Mortgage
Loan that is necessary in connection with its completion of any Asset Review, the Asset Representations Reviewer shall promptly,
but in no event later than ten (10) Business Days after receipt of the Review Materials identified in clauses (1) - (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


 






    -430-


     


    

 


missing documents with respect to a Non-Serviced Mortgage Loan are not provided
by the Mortgage Loan Seller, the Asset Representations Reviewer shall request such documents from the parties to the related Non-Serviced
PSA, to the extent that the Asset Representations Reviewer is entitled to request such documents under such Non-Serviced PSA.


 


(iii)           The Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it
by a Person that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information
can be independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined
by the Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant
to this Section 12.01 (any such information, “Unsolicited Information”).


 


(iv)           Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File posted to
the Secure Data Room with respect to a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall
commence a review of the compliance of each Delinquent Loan with the representations and warranties related to that Delinquent
Loan (such review, the “Asset Review”); provided, the Asset Representations Reviewer may, but is under no obligation
to, modify any Test and/or associated Review Materials if, and only to the extent, the Asset Representations Reviewer determines
pursuant to the Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials in order
to facilitate its Asset Review in accordance with the Asset Review Standard; provided, further, that no such modification will
be permitted to the extent that it eliminates any Test item or Review Material that is otherwise still applicable to the Asset
Review. The Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty made
by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the procedures set forth on Exhibit
QQ (each such procedure, a “Test”). Once an Asset Review of a Mortgage Loan is completed, no further Asset
Review shall be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue
to be a Delinquent Loan or again become a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new Affirmative
Asset Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.


 


(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.


 






    -431-


     


    

 


(vii)         The Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within forty-five
(45) Business Days after the date on which access to the Secure Data Room is provided. In the event that the Asset Representations
Reviewer determines that the Review Materials are insufficient to complete a Test and such missing documentation is not delivered
to the Asset Representations Reviewer by the related Mortgage Loan Seller, the Master Servicer (with respect to Non-Specially Serviced
Loans) or the Special Servicer (with respect to Specially Serviced Loans) within ten (10) Business Days following the request by
the Asset Representations Reviewer, as described in Section 12.01(b)(ii), the Asset Representations Reviewer shall list
such missing documents in such preliminary report setting forth the preliminary results of the application of the Tests and the
reasons why such missing documents are necessary to complete a Test and (if the Asset Representations Reviewer has so concluded)
that the absence of such documents will be deemed to be a failure of such Test. The Asset Representations Reviewer shall provide
such preliminary report to the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect
to all Mortgage Loans) and to the related Mortgage Loan Seller. If the preliminary report indicates that any of the representations
and warranties fails or is deemed to fail any Test, the related Mortgage Loan Seller shall have ninety (90) days (the “Cure/Contest
Period”) to remedy or otherwise refute the failure. Any documents provided or explanations given to support a 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,


 






    -432-


     


    

 


shall be the responsibility of the Enforcing Servicer pursuant to Section
2.03(f) of this Agreement.


 


(ix)           In addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from
the Master Servicer (with respect to Non-Specially Serviced Loans), the Special Servicer (with respect to Specially Serviced Loans)
or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset Review
and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely based on the
documentation received by the Asset Representations Reviewer with respect to the related Delinquent Loan, and the Asset Representations
Reviewer shall have no responsibility to independently obtain any such documentation from any party to this Agreement or otherwise.


 


(x)            Within forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Enforcing Servicer
shall determine, based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If
the Enforcing Servicer determines that a Material Defect exists, it shall enforce the obligations of the applicable Mortgage Loan
Seller with respect to such Material Defect in accordance with Section 2.03(b).


 


(c)            The Asset Representations Reviewer and its affiliates shall keep confidential any 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.


 






    -433-


     


    

 


(d)           The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements
or arrangements with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided
that no agent or subcontractor may (i) be affiliated with any Mortgage Loan Seller, Master Servicer, Special Servicer, the
Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or
(ii) have been paid any fees, compensation or other remuneration by an Underwriter, Master Servicer, Special Servicer, the
Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in
connection with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding the
foregoing sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were
performing its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement
with any agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor,
and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


Section 12.02  
Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 


(a)            The Asset Representations Reviewer shall be paid a fee of $5,000 (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 0.00024% 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 each
Mortgage Loan that is a Delinquent Loan and is subject to an Asset Review (for purposes of this definition, “Subject Loan”),
upon the completion of any Asset Review with respect to an individual Asset Review Trigger, the Asset Representations Reviewer
shall be paid a fee equal to: (i) $16,000 plus (ii) $1,600 per Mortgaged Property relating to such Subject Loan in excess of one
Mortgaged Property, plus (iii) $2,100 per Mortgaged Property relating to such Subject Loan subject to a ground lease, plus (iv)
$1,100 per Mortgaged Property relating to such Subject Loan subject to a franchise agreement, hotel management agreement or hotel
license agreement, subject, in the case of each of clauses (i) through (iv), to adjustments on the basis of the year-end Consumer
Price Index for All Urban Consumers, or other similar index if the Consumer Price Index for All Urban Consumers is no longer calculated,
for the year of the Closing Date and for the year of the occurrence of the Asset Review (any such fee, the “Asset Representations
Reviewer Asset Review Fee”). The Asset Representations Reviewer Asset Review Fee with respect to each Delinquent Loan
(or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) shall be paid by the
related


 






    -434-


     


    

 


Mortgage Loan Seller; provided, that if the related Mortgage Loan Seller is insolvent or fails to pay such amount
within ninety (90) days of written request by the Asset Representations Reviewer, such fee shall be paid by the Trust Fund following
delivery by the Asset Representations Reviewer of evidence reasonably satisfactory to the Enforcing Servicer of such insolvency
or failure to pay such amount; provided, that a statement of non-payment by the Asset Representations Reviewer ninety (90)
days after an itemized invoice is delivered by registered mail to the address listed in this Agreement for the related Mortgage
Loan Seller, or to such other address as shall be provided by such Mortgage Loan Seller for delivery of notice in accordance with
this Agreement, together with evidence of delivery or attempted delivery of such invoice and reasonable follow up by phone or email,
shall constitute satisfactory evidence delivered by the Asset Representations Reviewer of such failure to pay such amount (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


 






    -435-


     


    

 


Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from
gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access
to such Affiliate’s information regarding its investment activities.


 


Section 12.05  
Termination of the Asset Representations Reviewer.


 


(a)           
An “Asset Representations Reviewer Termination Event” means any one of the following events whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental body:


 


(i)            
any failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or
agreements or the material breach of any of its representations or warranties under this Agreement, which failure shall continue
unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee
by the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates, provided,
if such failure is capable of being cured and the Asset Representations Reviewer is diligently pursuing such cure, such thirty
(30) day period will be extended an additional thirty (30) days;


 


(ii)           
any failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review
Standard in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written
notice of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this
Agreement;


 


(iii)          
any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall
continue unremedied for a period of thirty (30) days after the date written notice of such failure, requiring the same to be remedied,
is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iv)          
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
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


 






    -436-


     


    

 


(vi)           the Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file
a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations.


 


Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders (which shall be simultaneously delivered to the Asset Representations
Reviewer) in accordance with the notice distribution procedures described in Section 12.01(a), unless the Certificate Administrator
has received written notice that such Asset Representations Reviewer Termination Event has been remedied. If an Asset Representations
Reviewer Termination Event shall occur then, and in each and every such case, so long as such Asset Representations Reviewer Termination
Event shall not have been remedied, either the Trustee (i) may terminate or (ii) upon the written direction of Holders
of Certificates entitled to not less than 25% of the Voting Rights (without regard to the application of any Cumulative Appraisal
Reduction Amounts), shall terminate, all of the rights and obligations of the Asset Representations Reviewer under this Agreement,
other than rights and obligations accrued prior to such termination (including the right to receive all amounts accrued and owing
to it under this Agreement) and other than indemnification rights (arising out of events occurring prior to such termination),
by notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is required to bear all reasonable
costs and expenses of itself and of each other party to this Agreement in connection with its termination due to an Asset Representations
Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor and each Mortgage Loan Seller shall
have the right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer
Termination Event of which it becomes aware.


 


(b)           
Upon (i) the written direction of Holders of Certificates entitled to not less than 25% of the Voting Rights (without
regard to the application of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the
Asset Representations Reviewer and to all Certificateholders by (i) posting such notice on its internet website, and (ii) mailing
such notice to all Certificateholders at their addresses 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%


 






    -437-


     


    

 


of a minimum Certificateholder Quorum (without regard to the
application of any Cumulative Appraisal Reduction Amounts) elect to remove the Asset Representations Reviewer without cause and
appoint a successor, the successor asset representations reviewer will be responsible for all expenses necessary to effect the
transfer of responsibilities from its predecessor.


 


(c)            On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section
12.05, all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset
Representations Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things
reasonably necessary or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event
later than 30 days after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement
or (2) the Trustee delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint
a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written
notice of the appointment of an Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 


The Asset Representations
Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations Reviewer ceases to be
an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Master Servicer, the
Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Certificateholder of such
disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor
asset representations reviewer subject to and in accordance with this Section 12.05. Notwithstanding the foregoing, if the
Trustee is unable to find a successor asset representations reviewer within thirty (30) days of the termination of the Asset
Representations Reviewer, the Depositor shall be permitted, but not obligated to, to find a replacement. The Trustee shall not
be liable for any failure to identify and appoint a successor asset representations reviewer so long as the Trustee uses commercially
reasonable efforts to conduct a search for a successor asset representations reviewer and such failure is not a result of the Trustee’s
negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


(d)           
Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall give written 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).


 






    -438-


     


    

 


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;


 






    -439-


     


    

 


(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 Holders of


 






    -440-


     


    

 


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 Underwriters and the Rating Agencies and (ii) deliver an electronic copy of such amendment on the effective date
thereof to any related Serviced Companion Loan holder.


 






    -441-


     


    

 


(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.


 


(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


 






    -442-


     


    

 


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.


 


(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


 






    -443-


     


    

 


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 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


 






    -444-


     


    

 


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


 


In the case of the Master Servicer:


 


Wells Fargo Bank, National Association





Commercial Mortgage Servicing





Three Wells Fargo





MAC D1050-084





401 South Tryon Street, 8th Floor


 






    -445-


     


    

 


Charlotte, North Carolina 28202





Attention: MSC 2019-L3 Asset Manager





Facsimile: (704) 715-0036





with a copy by email to: commercial.servicing@wellsfargo.com


 


with a copy to:



Wells Fargo Bank, National Association Legal Department





301 S. College St., TW 30





Charlotte, North Carolina 28202





Fax Number: (816) 412-9338





Attention: Commercial Mortgage Servicing
Legal Support





Reference: MSC 2019-L3


 


with a copy to:





 


K&L Gates LLP





Hearst Tower, 47th Floor





214 North Tryon Street





Charlotte, North Carolina 28202





Attention: Stacy Ackermann, Esq.


 


In the case of the General 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 ILPT Industrial
Portfolio Special Servicer:



Situs Holdings, LLC

101 Montgomery Street, Suite 2250





San Francisco, CA 94104





Attention: George Wisniewski





Email: George.wisniewski@situs.com
and samnotice@situsamc.com


 


with a copy to:


 


Situs Group LLC





5065 Westheimer, Suite 700E


 






    -446-


     


    

 


Houston TX 77056





Attention: Legal Department





Email: legal@situsamc.com


 


In the case of the Directing
Certificateholder:



LNR Securities Holdings, LLC





1601 Washington Avenue, Suite 800





Miami Beach, Florida 33139





Attention: Heather Bennett and Job
Warshaw


 


with a copy to:


 


Email: hbennett@lnrpartners.com,
jwarshaw@lnrpartners.com and 

lnr.cmbs.notices@lnrproperty.com


 


In the case of the Risk Retention
Consultation Party:



LNR Securities Holdings, LLC





1601 Washington Avenue, Suite 800





Miami Beach, Florida 33139





Attention: Heather Bennett and Job
Warshaw


 


with a copy to:


 


Email: hbennett@lnrpartners.com,
jwarshaw@lnrpartners.com and 

lnr.cmbs.notices@lnrproperty.com


 


with a copy to:


 


Starwood Property Trust, Inc.





1601 Washington Avenue, Suite 800





Miami Beach, Florida 33139





Attention: Vincent P. Kallaher,
Senior Vice President





Email: vkallaher@starwood.com


 


with a copy to:


 


Starwood Property Trust, Inc.





1601 Washington Avenue, Suite 800





Miami Beach, Florida 33139





Attention: Heather Bennett





Email: hbennett@starwood.com


 


with a copy by email to:


 


lnr.cmbs.notices@lnrproperty.com


 






    -447-


     


    

 


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-L3

With a copy by email to: trustadministrationgroup@wellsfargo.com and 

cts.cmbs.bond.admin@wellsfargo.com


 


In the case of the Trustee:



Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee – MSC 2019-L3

With a copy by email to: cmbstrustee@wilmingtontrust.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-L3

E-mail: cmbscustody@wellsfargo.com


 


In the case of any transfer or
exchange of a Certificate:


 


Wells Fargo Bank, National Association

600 South 4th Street

7th Floor, MAC 9300-070

Minneapolis, Minnesota 55479

Attention: Certificate Transfer Services – MSC 2019-L3


 


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


 






    -448-


     


    

 


cmbs_notices@morganstanley.com


 


		2.	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:


 


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


 


		3.	Argentic Real Estate Finance LLC

40 West 57th Street, 29th Floor

New York, New York 10019

Attention: Mike Schulte

Facsimile: (646) 560-1745



 






    -449-


     


    

 


		4.	KeyBank National Association






11501 Outlook Street, Suite 300





Overland Park, Kansas 66211





Attention: Joe DeRoy





Facsimile: (877) 379-1625


 


with a copy to:


 


Polsinelli





900 West 48th Place, Suite 900





Kansas City, Missouri 64112





Attention: Kraig Kohring





Facsimile: (816) 753-1536


 


		5.	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:



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: MSC 2019-L3-Surveillance Manager

(with a copy sent contemporaneously via email to 

cmbs.notices@parkbridgefinancial.com)


 


In the case of any mezzanine
lender:



The address set forth in the related Intercreditor Agreement.


 


To each such Person, such other address
as may hereafter be furnished by such Person to the parties hereto in writing. Any communication required or permitted to be delivered
to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(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


 






    -450-


     


    

 


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


 


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.


 






    -451-


     


    

 


Section 13.08  
Successors and Assigns; Third Party Beneficiaries. (a)  The provisions of this Agreement shall be binding
upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure
to the benefit of the Certificateholders. Each Mortgage Loan Seller (and its respective agents), each Companion Holder (and its
respective agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization and each Initial Purchaser
is an intended third-party beneficiary to this Agreement in respect of the respective rights afforded it hereunder. No other person,
including, without limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim under this Agreement.
If one, but not all, of the Mortgage Notes evidencing any Joint Mortgage Loan is repurchased, the applicable Repurchasing Mortgage
Loan Seller shall be a third-party beneficiary of this Agreement to the same extent as if it were a holder of a Serviced Pari Passu
Companion Loan, as contemplated by Section 3.30 hereof.


 


(b)           
Each Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded
it hereunder. Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect
to all provisions herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other
Trustee, and any provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)            Each of the applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator, Non-Serviced Master
Servicer, Non-Serviced Special Servicer and any Non-Serviced Trust holding a related Non-Serviced Companion Loan, shall be a third-party
beneficiary to this Agreement in respect to its rights as specifically provided for herein and under the applicable Non-Serviced
Intercreditor Agreement.


 


(d)           
Subject to Section 2.03(k), Section 2.03(l)(iii) and Section 2.03(l)(v), any Requesting Certificateholder
shall be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k) through
Section 2.03(o).


 


Section 13.09  
Article and Section Headings. The article and section headings herein are for convenience of reference only, and
shall not limit or otherwise affect the meaning hereof.


 


Section 13.10  
Notices to the Rating Agencies. (a)  The Certificate Administrator shall use reasonable efforts promptly
to provide notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section
3.13(c), (and the related 17g-5 information provider for any class of Serviced Companion Loan Securities to the extent applicable
to any Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(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


 






    -452-


     


    

 


(iv)           the repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 5 of the related
Mortgage Loan Purchase Agreement.


 


(b)           
The Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of
which it has actual knowledge:


 


(i)            
the resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)            any change in the location of the Collection Account;


 


(iii)           any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)           any change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)            any additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for
any Mortgage Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than
5% of the then-aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)           any material damage to any Mortgaged Property;


 


(vii)          any assumption with respect to a Mortgage Loan; and


 


(viii)         any release or substitution of any Mortgaged Property.


 


(c)            The Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the
location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)           
The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to
the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
and thereafter to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable
to any Serviced Whole Loan) with respect to each Serviced Mortgage Loan such information as any Rating Agency shall reasonably
request and which the Trustee, the Certificate Administrator, the Master Servicer or Special Servicer, can reasonably provide in
accordance with applicable law and without waiving any attorney-client privilege relating to such information or 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


 






    -453-


     


    

 


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.


 


[SIGNATURES COMMENCE ON FOLLOWING PAGE]


  




    -454-


     


    


  





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
	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,
	 	Master
    Servicer
	 	 	 
	 	By:	/s/
    Nachette Hadden
	 	 	Name: Nachette
    Hadden
	 	 	Title:   Director
	 	 	 
	 	LNR
    PArtners, llc,
	 	Special
    Servicer
	 	 	 
	 	By:	/s/
    Jerry Hirschkorn
	 	 	Name: Jerry Hirschkorn
	 	 	Title:   Vice
    President
	 	 	 
	 	SITUS
    HOLDINGS, llc,
	 	ILPT
    Industrial Portfolio Special Servicer
	 	 	 
	 	By:	/s/
    George Wisniewski
	 	 	Name: George Wisniewski
	 	 	Title:   Executive
    Managing Director


 


MSC
2019-L3 – Pooling and Servicing Agreement


 






     


     


    

 


 


	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,
	 	not
    in its individual capacity, but solely as Certificate Administrator
	 	 	 
	 	By:	/s/
    Stacey Gross
	 	 	Name: Stacey
    Gross
	 	 	Title:   Vice
    President
	 	 	 
	 	WILMINGTON
    TRUST, NATIONAL ASSOCIATION,
	 	not
    in its individual capacity, but solely as Trustee
	 	 
	 	By:	/s/
    Dorri Costello
	 	 	Name: Dorri
    Costello
	 	 	Title:   Vice
    President
	 	 	 
	 	PARK BRIDGE
    LENDER SERVICES LLC,
	 	Operating
    Advisor and Asset Representations Reviewer
	 	 
	 	By:	Park Bridge
    Advisors LLC
	 	 	Its Sole
    Member
	 	 	 
	 	 	By:	Park Bridge
    Financial LLC
	 	 	 	 
	 	 	 	Its Sole Member
	 	 	 
	 	By:	/s/
    Robert J. Spinna, Jr.
	 	 	Name: Robert
    J. Spinna, Jr.
	 	 	Title:   Managing
    Member




 


MSC
2019-L3 – Pooling and Servicing Agreement


 






     


     


    

 




	STATE OF NEW YORK	)	 
	 	)	ss.:
	COUNTY OF NEW YORK	)	 



 


On
the 12 day of November, 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 McFarland
	 	Notary
    Public



 






	[SEAL]	 
	 	Elaine
    McFarland
	My
    commission expires:	STATE
                                   OF NEW YORK




	 	


NOTARY
PUBLIC 









	 	Qualified
                                   in




	 	New
                                   York County 





	 	02MO0380620 





	 	MY
                                   COMMISSION EXPIRES 06/20/2021









 


MSC
2019-L3 – Pooling and Servicing Agreement


 






     


     


    

 




	STATE OF NORTH CAROLINA	)	 
	 	): ss.
	COUNTY OF MECKLENBURG	)	 


 


On
this 15 day of November, 2019, personally appeared before me Nachette Hadden, to me known (or proved to me on the basis of satisfactory
evidence) to be a Director of Wells Fargo Bank, National Association, a national banking association, that executed the within
and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said entity, for
the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument, and that by her
signature on the instrument the entity upon behalf of which she acted, executed the instrument. 







 





	Jamie Isenhower	/s/
    Jamie Isenhower
	NOTARY PUBLIC - Cabarrus
    County, NC

    My Commission Expires November 12, 2022	Notary

    Name:  Jamie Isenhower


 


	My
    Commission expires:	 
	November
    12, 2022	 


 


MSC
2019-L3 – Pooling and Servicing Agreement


 






     


     


    

 





	STATE OF New York	)	 
	 	)	ss.:
	COUNTY OF New York	)	 



 


On
the 11 day of November, 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/
    Austin Scott Ross
	 	Notary
    Public



 






	[SEAL]	 
	 	Austin
    Scott Ross
	My
    commission expires:	Notary
    Public-State of New York
	 	No. 01RO6394874
	7/15/2023	Qualified in New
    York County
	 	My Commission Expire
    07-15-2023



 


MSC
2019-L3 – Pooling and Servicing Agreement


 






     


     


    

  




 


ACKNOWLEDGMENT


 





	A
    notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
    to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.	 



 


State of California


County of               San
Francisco                   )


 





	On November 7, 2019         before
    me,	Theresa
    R. Dye, Notary Public
	 	(insert name and
    title of the officer)



 


personally
appeared George Wisniewski, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed
to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.






 


I
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.


 


WITNESS
my hand and official seal.


 





	Signature 	/s/
    Theresa R. Dye	 	(Seal)	THERESA
    R. DYE 
 Notary Public - California
    

    San Francisco County 

    Commission # 2244500 

    My Comm. Expires Jun 26, 2022






 




 






     


     


    

 





	STATE
    OF Maryland	)	 
	 	)	ss.:
	COUNTY OF Howard	)	 


 





On
the 12th day of November, 2019, before me, a notary public in and for said State, personally appeared Stacey Gross
known to me to be a VP 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/
    Amy Martin
	 	Notary
    Public




	 	 
	 	 	AMY
    MARTIN	 
	 	 	Notary
    Public - Maryland	 
	 	 	Anne
    Arundel County

    My Commission Expires on	 
	 	 	February
    22, 2021	 
	 	 



 


MSC
2019-L3 – Pooling and Servicing Agreement


 






     


     


    

 





	STATE OF DELAWARE	)	 
	 	)	ss.:
	COUNTY OF NEW CASTLE	)	 


 


On
the 12th day of November, 2019, before me, a notary public in and for said State, personally appeared Dorri Costello
known to me to be a Vice President of Wilmington Trust, 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/
    Patrick A. Kanar
	 	Notary
    Public




 


	 [SEAL]	 
	 	 
	My Commission expires:	 
	 	 
	 	 
	 	 
	Patrick
    A. Kanar	 
	Notary
    Public	 
	STATE
    OF DELAWARE	 
	My
    Commission Expires 12-20-2019	 
		 	 


 


MSC
2019-L3 – Pooling and Servicing Agreement


 


     


     


    
 





	STATE OF NEW YORK	)	 
	 	)	ss:
	COUNTY OF NEW YORK	)	 








 


On
this 8th day of November 2019, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned
and sworn, personally appeared Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose and acknowledge before me
that he is a Managing Member of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors LLC, which in turn
is the sole member of Park Bridge Lender Services LLC, the entity described in and that executed the foregoing instrument; and
that he signed his name thereto under authority of said entity and on behalf of such entity. 


  


WITNESS
my hand and seal hereto affixed the day and year first above written. 


 





	 	/s/
    Niaja Williams Mowatt
	 	Notary
    Public in and for the

    State of New York


 





	[SEAL]	 
	 	 
	My
    commission expires:	3/31/20	 	 
	 	(Date)	 	 
	 	 
	Niaja
    Williams Mowatt	 
	Notary
    Public - State of New York	 
	NO. 01WI6184241	 
	Qualified
    in Suffolk County	 
	My Commission
    Expires 3/31/20	 


 


MSC
2019-L3 – Pooling and Servicing Agreement


 






     


     


    

 


 

 








 


 EXHIBIT
A-1 


 


FORM
OF REGULAR CERTIFICATE


 


CLASS
[__]


 


MORGAN
STANLEY CAPITAL I TRUST 2019-L3 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES 


SERIES
2019-L3, 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 X-F, CLASS X-G, CLASS X-H, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H AND CLASS
J-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 RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN
SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


[FOR
PRINCIPAL BALANCE CERTIFICATES: 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 X-F, CLASS X-G, CLASS X-H, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H AND CLASS
J-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


 















2
       Temporary Regulation S Book-Entry Certificate legend.


 



     A-1-2


     


    

 


501(a)(1),
(2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND (B) IN EACH CASE
IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


[FOR
CLASS X-F, CLASS X-G, CLASS X-H, CLASS F, CLASS G, CLASS H AND CLASS J-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


 



     A-1-3


     


    

 


PAYMENTS
AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE RATE AT WHICH INTEREST IS PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS
THAN THE INITIAL PASS-THROUGH RATE CALCULATED ON THE CLOSING DATE.]


 


[FOR
SUBORDINATE CERTIFICATES (CLASS A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H,
CLASS J-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
CLASS J-RR CERTIFICATES: THIS CERTIFICATE IS INTENDED TO CONSTITUTE PART OF AN
“ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING SET FORTH
IN REGULATION RR. 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.]3


 












3
Definitive Certificate legend.


 






     A-1-4


     


    

 


 





	PASS-THROUGH
                                         RATE: [FOR CLASS A-1/A-2/A-SB/A-3/A-4/D/E/F: [_]%][FOR THE CLASS X CERTIFICATES: VARIABLE
                                         IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)][FOR CLASS
                                         A-S/G/H: THE LESSER OF [_]% AND THE WEIGHTED AVERAGE NET MORTGAGE RATE][FOR CLASS B/C/J-RR:
                                         THE WEIGHTED AVERAGE NET MORTGAGE RATE]

         

        INITIAL
        [CERTIFICATE BALANCE] [NOTIONAL AMOUNT] OF THIS CERTIFICATE AS OF THE CLOSING DATE: $[_______]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2019

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: NOVEMBER 21, 2019

         

        FIRST
        DISTRIBUTION DATE:

        DECEMBER 17, 2019

         

        APPROXIMATE
        AGGREGATE

        [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THE CLASS [__] CERTIFICATES

        AS OF THE CLOSING DATE: $[_________]

         
	 	MASTER
                                         SERVICER:

                                         Wells fargo BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER:

        LNR PARTNERS, LLC

         

        ILPT
        INDUSTRIAL PORTFOLIO SPECIAL SERVICER:

        SITUS HOLDINGS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: 

        PARK BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [__________]

         

        ISIN
        NO.: [__________]

         

        CERTIFICATE
        NO.: [_] – [_]

         






 






     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 November 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 General Special Servicer, the ILPT Industrial Portfolio
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-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3 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, CLASS F, CLASS
G, Class H AND CLASS J-RR: 100,000] [FOR CLASS X-A, CLASS X-B AND CLASS X-D:
1,000,000 initial Notional Amount] [FOR CLASS X-F, CLASS X-G, CLASS X-H: 100,000 initial Notional Amount], and in integral multiples
of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the
initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Certificate Registrar, and any agent
of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification
of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto
with the consent of the Holders of Certificates of each Class affected by such amendment evidencing in the aggregate not less
than a majority of the aggregate Percentage Interests 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


 



     A-1-9


     


    

 


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.


 


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,
Class D and Class E 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 LAW SHALL APPLY TO THIS CERTIFICATE AND TO THE POOLING AND SERVICING
AGREEMENT.


 






     A-1-10


     


    

  


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:	November
                                                , 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-1-11


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
GIFT MIN ACT __________
	TEN ENT	-	as tenants by the entireties	Custodian     
	JT TEN	-	as joint tenants with rights of	(Cust)
	 	 	survivorship and not as tenants in	Under Uniform Gifts to Minors 
	 	 	common	Act __________________________
	 	 		(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 






(Please
insert Social Security or other identifying number of Assignee)


 






(Please
print or typewrite name and address of assignee)


 






 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



     A-1-12


     


    







 


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-1-13


     


    







 


[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-1-14


     


    

 





EXHIBIT
A-2


 


FORM
OF CLASS V CERTIFICATE


 


CLASS
V


 


MORGAN
STANLEY CAPITAL I TRUST 2019-L3

Commercial Mortgage Pass-Through Certificates,

Series 2019-L3, CLASS V


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE ASSET REPRESENTATIONS REVIEWER, THE OPERATING ADVISOR, THE
DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN
SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (2) TO INSTITUTIONS THAT ARE “ACCREDITED
INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION
D”) AND ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND (B) IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A


 



     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 NOVEMBER 1, 2019

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: NOVEMBER 21, 2019

         

        FIRST
        DISTRIBUTION DATE:

        DECEMBER 17, 2019

         
	 	MASTER
                                         SERVICER:

                                         wells fargo BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER:

        LNR PARTNERS, LLC

         

        ILPT
        INDUSTRIAL PORTFOLIO SPECIAL SERVICER:

        SITUS HOLDINGS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: 

        PARK BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [________]

         

        ISIN
        NO.: [________]

         

        CERTIFICATE
        NO.: 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 November 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 General Special Servicer, the ILPT Industrial Portfolio 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-L3, Commercial Mortgage Pass-Through
Certificates, Series 2019-L3 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.


 


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,
Class D and Class E 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


 



     A-2-7


     


    

 


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:	November
                                               , 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 __________
	TEN ENT	-	as tenants by the entireties	 Custodian
	JT TEN	-	as joint tenants with rights of	(Cust)
	 	 	survivorship and not as tenants in	Under Uniform Gifts to Minors 
	 	 	common	Act __________________________
	 	 		(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 






(Please
insert Social Security or other identifying number of Assignee)


 






(Please
print or typewrite name and address of assignee)


 






 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



     A-2-10


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.



 






     A-2-11


     


    

  





EXHIBIT
A-3


 


FORM
OF CLASS R CERTIFICATE


 


CLASS
R


 


Morgan
Stanley Capital I Trust 2019-L3

Commercial Mortgage Pass-Through Certificates, 


Series
2019-L3, 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 RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN
SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE
REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN


 



     A-3-1


     


    

 


EMPLOYEE
BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON
ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION §
2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS,
DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN ARTICLE V OF THE POOLING AND SERVICING AGREEMENT,
AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT,
AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN
AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE,
(B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C)
IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D)
IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT
TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE
INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR
ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS
NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO
RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE “NON-ECONOMIC RESIDUAL INTERESTS”, AS
DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL
INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR
MAY BE REQUIRED, AMONG OTHER


 



     A-3-2


     


    

 


THINGS,
TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN
ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 






     A-3-3


     


    

 





	PERCENTAGE
                                         INTEREST EVIDENCED BY THIS CERTIFICATE: [_]%

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF NOVEMBER 1, 2019

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: NOVEMBER 21, 2019

         

        FIRST
        DISTRIBUTION DATE:

        DECEMBER 17, 2019

         
	 	MASTER
                                         SERVICER: 

        WELLS
        FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL
        SPECIAL SERVICER: 

        LNR
        PARTNERS, LLC

         

        ILPT
        INDUSTRIAL PORTFOLIO SPECIAL SERVICER: 

        SITUS
        HOLDINGS, LLC

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR:

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        Advisor: 

        PARK BRIDGE LENDER SERVICES LLC

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: [________]

         

        ISIN
        NO.: [________]

         

        CERTIFICATE
        NO.: 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 November 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 General
Special Servicer, the ILPT Industrial Portfolio 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-L3, Commercial Mortgage Pass-Through
Certificates, Series 2019-L3 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.


 


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,
Class D and Class E 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 LAW SHALL APPLY TO THIS CERTIFICATE AND TO THE POOLING AND SERVICING
AGREEMENT.


 






     A-3-9


     


    

 





 


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:	November
                                               , 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-3-10


     


    







  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
GIFT MIN ACT __________
	TEN ENT	-	as tenants by the entireties	 Custodian
	JT TEN	-	as joint tenants with rights of	(Cust)
	 	 	survivorship and not as tenants in	Under Uniform Gifts to Minors 
	 	 	common	Act __________________________
	 	 		(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 






(Please
insert Social Security or other identifying number of Assignee)


 






(Please
print or typewrite name and address of assignee)


 






 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



     A-3-11


     


    







 


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-3-12


     


    




 





EXHIBIT
B


 


MORTGAGE
LOAN SCHEDULE


 






     B-1


     


    




 


MSC 2019-L3


 


Mortgage Loan Schedule


 


	Loan ID	Mortgage

Loan Seller	Property Name 	Cut-off Date

Balance	Address 	City 	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
	1.00	KeyBank	GNL Office and Industrial Portfolio	$70,000,000	 	 	 	9/12/2019	10/1/2029	3.6500%	120	119	0	No	0.000000%	0.010000%
	1.01	KeyBank	Quest Diagnostics, Inc.	$19,164,623	27027 Tourney Road 	Santa Clarita 	CA	 	 	 	 	 	 	 	 	 
	1.02	KeyBank	Encompass Health Corporation	$14,095,707	9001 Liberty Parkway	Birmingham	AL	 	 	 	 	 	 	 	 	 
	1.03	KeyBank	AT&T Services, Inc.	$12,873,876	1010 North Saint Mary's Street	San Antonio	TX	 	 	 	 	 	 	 	 	 
	1.04	KeyBank	Up Central Leasing LLC	$3,673,636	4343 Wyoming Avenue	Dearborn	MI	 	 	 	 	 	 	 	 	 
	1.05	KeyBank	ComDoc, Inc.	$3,515,220	8247 Pittsburg Avenue Northwest	North Canton	OH	 	 	 	 	 	 	 	 	 
	1.06	KeyBank	Stanley Convergent Security Solutions, Inc.	$3,476,093	8350 Sunlight Drive	Fishers	IN	 	 	 	 	 	 	 	 	 
	1.07	KeyBank	EQT Gathering, LLC	$2,886,503	317 East Roy Furman Highway	Waynesburg	PA	 	 	 	 	 	 	 	 	 
	1.08	KeyBank	Metal Technologies, Inc.	$2,408,918	909 East State Road 54	Bloomfield	IN	 	 	 	 	 	 	 	 	 
	1.09	KeyBank	Heatcraft Refrigeration Products, LLC	$2,382,147	7814 Magnolia Industrial Boulevard	Tifton	GA	 	 	 	 	 	 	 	 	 
	1.10	KeyBank	Hanes Companies, Inc.	$2,115,159	200 Union Grove Road	Calhoun	GA	 	 	 	 	 	 	 	 	 
	1.11	KeyBank	FedEx Ground Package System, Inc.	$1,963,852	6013 Horsemans Drive	Lake Charles	LA	 	 	 	 	 	 	 	 	 
	1.12	KeyBank	Cummins, Inc.	$1,444,263	2600 East 2nd Street	Gillette	WY	 	 	 	 	 	 	 	 	 
	2	KeyBank	Parklawn Building	$70,000,000	5600 Fishers Lane	Rockville	MD	10/25/2019	11/1/2029	3.3980%	120	120	0	No	0.010000%	0.000000%
	3.00	AREF	East Village Multifamily Portfolio	$60,500,000	 	 	 	9/9/2019	10/6/2029	3.3400%	120	119	0	No	0.002500%	0.000000%
	3.01	AREF	165-167 Avenue A	$13,189,708	165-167 Avenue A	New York	NY	 	 	 	 	 	 	 	 	 
	3.02	AREF	211 Avenue A	$12,263,456	211 Avenue A	New York	NY	 	 	 	 	 	 	 	 	 
	3.03	AREF	201 East 2nd Street	$11,503,491	201 East 2nd Street	New York	NY	 	 	 	 	 	 	 	 	 
	3.04	AREF	500 East 11th Street	$8,315,743	500 East 11th Street	New York	NY	 	 	 	 	 	 	 	 	 
	3.05	AREF	191-193 Avenue A	$5,267,392	191-193 Avenue A	New York	NY	 	 	 	 	 	 	 	 	 
	3.06	AREF	143 First Avenue	$3,738,971	143 First Avenue	New York	NY	 	 	 	 	 	 	 	 	 
	3.07	AREF	129 First Avenue	$3,340,591	129 First Avenue	New York	NY	 	 	 	 	 	 	 	 	 
	3.08	AREF	435 East 12th Street	$2,880,649	435 East 12th Street	New York	NY	 	 	 	 	 	 	 	 	 
	4	MSMCH	Grand Canal Shoppes	$53,846,154	3327 & 3377 Las Vegas Boulevard South	Las Vegas	NV	6/3/2019	7/1/2029	3.7408%	120	116	0	No	0.000000%	0.002500%
	5.00	MSMCH	ILPT Industrial Portfolio	$50,000,000	 	 	 	10/21/2019	11/7/2029	2.6533%	120	120	0	No	0.002500%	0.000000%
	5.01	MSMCH	1800 Union Airpark Boulevard	$8,638,026	1800 Union Airpark Boulevard	Union	OH	 	 	 	 	 	 	 	 	 
	5.02	MSMCH	4237-4255 Anson Boulevard	$6,672,761	4237-4255 Anson Boulevard	Whitestown	IN	 	 	 	 	 	 	 	 	 
	5.03	MSMCH	5000 Commerce Way	$6,371,115	5000 Commerce Way	Petersburg	VA	 	 	 	 	 	 	 	 	 
	5.04	MSMCH	5142 & 5148 North Hanley Road	$5,639,854	5142 & 5148 North Hanley Road	St. Louis	MO	 	 	 	 	 	 	 	 	 
	5.05	MSMCH	945 Monument Drive	$4,680,073	945 Monument Drive	Lebanon	IN	 	 	 	 	 	 	 	 	 
	5.06	MSMCH	2801 Airwest Boulevard	$3,930,530	2801 Airwest Boulevard	Plainfield	IN	 	 	 	 	 	 	 	 	 
	5.07	MSMCH	20 Logistics Boulevard	$3,756,856	20 Logistics Boulevard	Walton	KY	 	 	 	 	 	 	 	 	 
	5.08	MSMCH	5500 Southeast Delaware Avenue	$2,970,750	5500 Southeast Delaware Avenue	Ankeny	IA	 	 	 	 	 	 	 	 	 
	5.09	MSMCH	2150 Stanley Road	$2,760,512	2150 Stanley Road	Plainfield	IN	 	 	 	 	 	 	 	 	 
	5.10	MSMCH	16101 Queens Court	$2,696,527	16101 Queens Court	Upper Marlboro	MD	 	 	 	 	 	 	 	 	 
	5.11	MSMCH	5 Logistics Drive	$1,882,998	5 Logistics Drive	Carlisle	PA	 	 	 	 	 	 	 	 	 
	6	AREF	Royal Palm Place	$50,000,000	194 Southeast 1st Avenue	Boca Raton	FL	10/25/2019	11/6/2029	3.8100%	120	120	0	No	0.002500%	0.000000%
	7	CCRE	The Hendry	$45,600,000	1759 West Campbell Road	Garland	TX	10/11/2019	11/6/2029	3.6835%	120	120	360	No	0.022500%	0.000000%
	8	SMC	Wells Fargo Place	$40,000,000	30 7th Street East	St. Paul	MN	10/25/2019	11/6/2029	3.4000%	120	120	0	No	0.002500%	0.000000%
	9.00	SMC	Bushwick Avenue Portfolio	$40,000,000	 	 	 	8/9/2019	9/6/2029	3.7100%	120	118	0	No	0.000000%	0.001250%
	9.01	SMC	340 Evergreen Avenue	$20,600,000	340 Evergreen Avenue	Brooklyn	NY	 	 	 	 	 	 	 	 	 
	9.02	SMC	871 Bushwick Avenue	$12,200,000	871 Bushwick Avenue	Brooklyn	NY	 	 	 	 	 	 	 	 	 
	9.03	SMC	889 Bushwick Avenue	$7,200,000	889 Bushwick Avenue	Brooklyn	NY	 	 	 	 	 	 	 	 	 
	10	CCRE	AVR Homewood Suites Carle Place	$32,500,000	40 Westbury Avenue	Carle Place	NY	10/22/2019	11/1/2029	3.6700%	120	120	0	No	0.022500%	0.000000%
	11	SMC	801 South Chevy Chase Drive	$32,000,000	801 South Chevy Chase Drive	Glendale	CA	10/8/2019	11/6/2029	3.3100%	120	120	0	No	0.002500%	0.000000%
	12	MSMCH	Mosby Poinsett	$29,950,000	6001, 7003, 8200, 9200, 10200, 10204, 11003 Hampden Drive; 1200, 2002, 3200, 4200, 5100 Montjoy Way; 12002, 13002, 14002, 15002 Canter Trail; 16002, 17002 Amble Trail	Greenville	SC	9/30/2019	10/1/2029	3.8250%	120	119	0	No	0.002500%	0.000000%
	13	AREF	Vio Tustin Apartments	$28,000,000	15742 Williams Street	Tustin	CA	10/9/2019	11/6/2029	3.4900%	120	120	0	No	0.002500%	0.000000%
	14.00	MSMCH	Key West Hotel Portfolio	$28,000,000	 	 	 	10/18/2019	11/1/2029	4.9500%	120	120	360	No	0.002500%	0.000000%
	14.01	MSMCH	Southernmost Inn	$9,002,100	525 United Street	Key West	FL	 	 	 	 	 	 	 	 	 
	14.02	MSMCH	NYAH Key West	$6,897,700	815, 823, 827 Fleming Street, 420 Margaret Street, 2 Lopez Lane	Key West	FL	 	 	 	 	 	 	 	 	 
	14.03	MSMCH	Cabana Inn	$6,488,500	413 Applerouth Lane	Key West	FL	 	 	 	 	 	 	 	 	 
	14.04	MSMCH	Paradise Inn	$5,611,700	817 & 819 Simonton Street	Key West	FL	 	 	 	 	 	 	 	 	 
	15	CCRE	4-5 Sentry	$26,500,000	325 & 400 Sentry Parkway	Blue Bell	PA	10/24/2019	11/6/2029	4.1000%	120	120	360	No	0.022500%	0.000000%
	16	KeyBank	Tribeca Apartments	$24,200,000	5510 Pershing Avenue	St. Louis	MO	10/21/2019	11/1/2029	3.4900%	120	120	0	No	0.010000%	0.000000%
	17	CCRE	McHenry Village Shopping Center	$21,000,000	1700 McHenry Avenue	Modesto	CA	10/24/2019	11/6/2029	3.8000%	120	120	0	No	0.022500%	0.000000%
	18.00	CCRE	Osborn Triangle	$20,000,000	 	 	 	5/16/2019	6/1/2029	3.7970%	120	115	0	No	0.000000%	0.001250%
	18.01	CCRE	610 Main Street North	$8,073,043	610 Main Street	Cambridge	MA	 	 	 	 	 	 	 	 	 
	18.02	CCRE	1 Portland Street	$7,130,435	1 Portland Street	Cambridge	MA	 	 	 	 	 	 	 	 	 
	18.03	CCRE	700 Main Street	$4,796,522	700 Main Street	Cambridge	MA	 	 	 	 	 	 	 	 	 
	19	AREF	American Metro Center	$20,000,000	100, 200 and 300 American Metro Boulevard	Hamilton	NJ	10/4/2019	10/6/2029	4.1500%	120	119	0	No	0.002500%	0.000000%
	20	SMC	Plaza Rancho Del Oro	$19,420,000	4120, 4140, 4160, 4170, 4176, 4186 and 4196 Oceanside Boulevard	Oceanside	CA	10/17/2019	11/6/2029	3.8480%	120	120	360	No	0.002500%	0.000000%
	21	SMC	Magnolia Cove Apartments	$16,978,256	101, 103, 181, 185 and 197 Goodson Drive	Houston	TX	9/27/2019	10/6/2029	4.1800%	120	119	360	No	0.032500%	0.000000%
	22	KeyBank	Crown Heights	$13,500,000	450 Northeast 68th Street, 302 Northeast 64th Street, 300 Northeast 58th Street	Gladstone	MO	10/23/2019	11/1/2029	3.4000%	120	120	0	No	0.010000%	0.000000%
	23	SMC	Wildwood Centre	$13,350,000	255 Lakeshore Parkway	Homewood	AL	10/7/2019	11/6/2029	3.9000%	120	120	360	No	0.052500%	0.000000%
	24.00	SMC	Hilton Portfolio	$12,000,000	 	 	 	8/9/2019	9/6/2029	4.3000%	120	118	360	No	0.000000%	0.001250%
	24.01	SMC	Hampton Inn Bartonsville	$2,276,471	700 Commerce Boulevard	Stroudsburg	PA	 	 	 	 	 	 	 	 	 
	24.02	SMC	Homewood Suites Leesburg	$2,047,059	115 Fort Evans Road Northeast	Leesburg	VA	 	 	 	 	 	 	 	 	 
	24.03	SMC	Hampton Inn Leesburg	$1,958,824	117 Fort Evans Road Northeast	Leesburg	VA	 	 	 	 	 	 	 	 	 
	24.04	SMC	Hampton Inn Faxon	$1,694,118	66 Liberty Lane	Williamsport	PA	 	 	 	 	 	 	 	 	 
	24.05	SMC	Homewood Suites Ocala	$1,605,882	4610 Southwest 49th Road	Ocala	FL	 	 	 	 	 	 	 	 	 
	24.06	SMC	Hampton Inn Williamsport	$1,270,588	140 Via Bella Street	Williamsport	PA	 	 	 	 	 	 	 	 	 
	24.07	SMC	Hampton Inn Bermuda Run	$1,147,059	196 North Carolina Highway 801 North	Bermuda Run	NC	 	 	 	 	 	 	 	 	 
	25.00	MSMCH	National Anchored Retail Portfolio	$12,000,000	 	 	 	9/16/2019	10/1/2029	3.6700%	120	119	0	No	0.000000%	0.002500%
	25.01	MSMCH	Lakeline Plaza	$4,609,231	11066 Pecan Park Boulevard	Cedar Park	TX	 	 	 	 	 	 	 	 	 
	25.02	MSMCH	Forest Plaza	$3,102,564	6055-6455 East State Street	Rockford	IL	 	 	 	 	 	 	 	 	 
	25.03	MSMCH	White Oaks Plaza 	$2,716,923	2725-2959 South Veterans Parkway, 2901 South Veterans Parkway, 2801 South Veterans Parkway, 2701 South Veterans Parkway, 2951 West Iles Avenue, Iles at Veterans Parkway, 2691 South Veterans Parkway, 2991 South Veterans Parkway	Springfield	IL	 	 	 	 	 	 	 	 	 
	25.04	MSMCH	Muncie Towne Plaza	$1,082,051	1190 East Princeton Avenue	Muncie	IN	 	 	 	 	 	 	 	 	 
	25.05	MSMCH	Lakeline Village	$489,231	12617 Ridgeline Boulevard	Cedar Park	TX	 	 	 	 	 	 	 	 	 
	26	SMC	Audubon Court Apartments	$11,500,000	2828 Egypt Road	Norristown	PA	10/25/2019	11/6/2029	3.9000%	120	120	360	No	0.002500%	0.000000%
	27	AREF	Woodbridge Apartments	$11,500,000	3140 East Paris Avenue Southeast	Kentwood	MI	10/25/2019	11/6/2029	3.3700%	120	120	0	No	0.002500%	0.000000%
	28	SMC	Hampton Inn Stoughton	$11,016,348	449 Page Street	Stoughton	MA	9/18/2019	10/6/2029	4.3300%	120	119	360	No	0.002500%	0.000000%
	29	SMC	191-195 Clarkson Avenue	$10,600,000	191-195 Clarkson Avenue	Brooklyn	NY	10/15/2019	11/6/2029	3.9490%	120	120	0	No	0.002500%	0.000000%
	30.00	MSMCH	Victory Food Lion Portfolio	$10,484,969	 	 	 	9/18/2019	10/1/2029	3.6500%	120	119	360	No	0.060000%	0.000000%



 


 



     


     


    







 


MSC 2019-L3


 


Mortgage Loan Schedule




 


	Loan ID	Mortgage

Loan Seller	Property Name 	Cut-off Date

Balance	Address 	City 	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
	30.01	MSMCH	Madison Plaza	$4,755,682	46 Madison Plaza Drive	Madison	VA	 	 	 	 	 	 	 	 	 
	30.02	MSMCH	Lovingston Plaza	$3,108,044	85 Callohill Drive	Lovingston	VA	 	 	 	 	 	 	 	 	 
	30.03	MSMCH	East Vinton Plaza	$2,621,242	1952 East Washington Avenue	Vinton	VA	 	 	 	 	 	 	 	 	 
	31	MSMCH	Cal Ranch Plaza	$9,830,000	232-276 North Jones Boulevard	Las Vegas	NV	10/18/2019	11/1/2029	4.0400%	120	120	360	No	0.002500%	0.000000%
	32	SMC	Yosemite Office	$9,700,000	3600 South Yosemite Street	Denver	CO	10/11/2019	11/6/2024	3.8600%	60	60	360	No	0.002500%	0.000000%
	33	SMC	The Pines Corporate Center	$9,562,500	7211-7391 West Charleston Boulevard	Las Vegas	NV	10/4/2019	10/6/2029	3.8000%	120	119	360	No	0.052500%	0.000000%
	34	AREF	Mallard Crossing Shopping Center	$9,320,000	851-933 Meacham Road	Elk Grove Village	IL	10/10/2019	11/6/2029	3.9300%	120	120	0	No	0.002500%	0.000000%
	35	CCRE	8 Fairview Place	$9,000,000	8 Fairview Place	Brooklyn	NY	10/25/2019	11/6/2029	3.9900%	120	120	0	No	0.022500%	0.000000%
	36	AREF	Highland Village Apartments	$8,500,000	3890 East Ponce De Leon Avenue	Clarkston	GA	10/2/2019	10/6/2029	3.7300%	120	119	360	No	0.002500%	0.000000%
	37	MSMCH	The Harmon Building	$8,300,000	1944 Pacific Avenue	Tacoma	WA	10/9/2019	11/1/2029	3.4500%	120	120	0	No	0.060000%	0.000000%
	38	CCRE	371 Cactus	$7,500,000	371 South Cactus Avenue	Rialto	CA	10/17/2019	11/1/2029	4.2000%	120	120	360	No	0.022500%	0.000000%
	39	MSMCH	Prairie Ridge Commons	$7,020,000	9740, 9780, & 9800 76th Street	Pleasant Prairie	WI	10/16/2019	11/1/2029	3.7900%	120	120	0	No	0.002500%	0.000000%
	40.00	MSMCH	ImageFirst Industrial Portfolio	$6,960,000	 	 	 	10/18/2019	11/1/2029	3.7150%	120	120	0	No	0.002500%	0.000000%
	40.01	MSMCH	ImageFirst - St. Louis Property	$4,670,000	154 South Trudeau Street	St. Louis	MO	 	 	 	 	 	 	 	 	 
	40.02	MSMCH	ImageFirst - Denver Property	$2,290,000	1480 East 61st Avenue	Denver	CO	 	 	 	 	 	 	 	 	 
	41	MSMCH	Holiday Inn Jacksonville East	$6,875,000	11083 Nurseryfields Drive	Jacksonville	FL	10/3/2019	11/1/2029	4.2000%	120	120	360	No	0.002500%	0.000000%
	42	MSMCH	Peninsula Ridge Phase II	$6,450,000	23169-25061 Hudson Mills Drive & 25034-25179 Waterleaf Lane	Brownstown	MI	10/16/2019	11/1/2029	3.9700%	120	120	360	No	0.002500%	0.000000%
	43	MSMCH	9174 Sky Park Court	$6,000,000	9174 Sky Park Court	San Diego	CA	9/23/2019	10/1/2029	3.3300%	120	119	0	No	0.002500%	0.000000%
	44	KeyBank	Decimal Point 	$5,920,000	11300 & 11450 Bluegrass Parkway and 11321 Decimal Drive	Louisville	KY	10/18/2019	11/1/2029	3.6100%	120	120	360	No	0.010000%	0.000000%
	45	AREF	Lincoln Porte	$5,720,000	14500 Trinity Boulevard	Fort Worth	TX	9/30/2019	10/6/2029	3.4350%	120	119	0	No	0.002500%	0.000000%
	46	MSMCH	The Modern	$4,500,000	2101 Indian River Boulevard	Vero Beach	FL	10/10/2019	11/1/2029	4.5500%	120	120	360	No	0.002500%	0.000000%
	47	SMC	AAA Self Storage High Point	$4,100,000	2553 Willard Dairy Road	High Point	NC	7/31/2019	8/6/2029	3.7960%	120	117	360	No	0.002500%	0.000000%
	48	SMC	Van Dyke Shelby Retail	$3,845,135	56265 Van Dyke Avenue	Shelby Township	MI	10/4/2019	10/6/2029	4.2360%	120	119	360	No	0.050000%	0.000000%
	49.00	KeyBank	Brook & Whittle Industrial Portfolio	$3,380,000	 	 	 	7/31/2019	8/1/2029	4.1200%	120	117	0	No	0.010000%	0.000000%
	49.01	KeyBank	B & W 1	$2,243,091	11880 Borman Drive	St. Louis	MO	 	 	 	 	 	 	 	 	 
	49.02	KeyBank	B & W 2	$1,136,909	1901 Congressional Drive	St. Louis	MO	 	 	 	 	 	 	 	 	 
	50	MSMCH	Hillside Terrace Shopping Center	$2,535,000	2728-2744 Hillside Drive	Delafield	WI	10/18/2019	11/1/2029	4.0950%	120	120	360	No	0.002500%	0.000000%
	51	KeyBank	CVS - Chesterfield	$1,706,000	47011 Gratiot Avenue	Chesterfield	MI	10/25/2019	11/1/2029	4.0800%	120	120	360	No	0.060000%	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-L3 


[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-L3, Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-L3



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of November 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-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3
(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



 












* Purchaser must include
one of the following two certifications.


 






    Exhibit C-1


     


    

 


	 	 	Regulation
                                         D (each, an “Institutional Accredited Investor”) and has such knowledge
                                         and experience in financial and business matters as to be capable of evaluating the merits
                                         and risks of its investment in the Certificates, and the Purchaser and any accounts for
                                         which it is acting are each able to bear the economic risk of the Purchaser’s or
                                         such account’s investment. The Purchaser is acquiring the Certificates purchased
                                         by it for its own account or for one or more accounts, each of which is an Institutional
                                         Accredited Investor, as to each of which the Purchaser exercises sole investment discretion.
                                         The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in
                                         connection with this transfer.



 


		☐	The
                                         Purchaser is a “qualified institutional buyer” (a “QIB”)
                                         within the meaning of Rule 144A (“Rule 144A”) under the Securities
                                         Act. The Purchaser is aware that the transfer is being made in reliance on Rule 144A,
                                         and the Purchaser has had the opportunity to obtain the information required to be provided
                                         pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.       Check
one of the following:*


 


		☐	The
                                         Purchaser is purchasing a Certificate which comprises a portion of the VRR Interest.



 


		☐	The
                                         Purchaser is not purchasing a Certificate which comprises a portion of the VRR Interest.



 


3.       The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view
to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate)
to Institutional Accredited Investors. The Purchaser understands that the Certificate (and any subsequent Certificate) has not
been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities
Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to reoffer,
resell, pledge or transfer the Certificate only to certain investors in certain exempted transactions) as expressed herein.


 


4.       The
Purchaser has reviewed the Prospectus (and, with respect to Non-Registered Certificates, the Private Placement Memorandum) and
the agreements and other materials referred to therein and has had the opportunity to ask questions and receive answers concerning
the terms and conditions of the transactions contemplated by the Prospectus.


 


5.       The
Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate
cannot be


 












*
Purchaser must include one of the following two certifications.


 



    Exhibit C-2


     


    

 


reoffered,
resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from such registration
or qualification is available.


 


6.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as
an owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects
as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


7.       The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


 


8.       Check
one of the following:**


 


		☐	The
                                         Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal
                                         Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The
                                         Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof,
                                         no taxes will be required to be withheld by the Certificate Registrar (or its agent)
                                         with respect to distributions to be made on the Certificate. The Purchaser has attached
                                         hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form,
                                         as applicable), which identifies such Purchaser as the beneficial owner of the Certificate
                                         and states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with all
                                         appropriate attachments) or (iii)]*** two duly executed copies of IRS
                                         Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner
                                         of the Certificate and state that interest and original issue discount on the Certificate
                                         and Permitted Investments is, or is expected to be, effectively connected with a U.S.
                                         trade or business. The Purchaser agrees to provide to the Certificate Registrar updated
                                         [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the
                                         case may be,]*** any applicable successor IRS forms, or such other certifications as
                                         the Certificate Registrar may reasonably request, on or before the date that any such
                                         IRS form or certification expires or becomes obsolete, or promptly after the occurrence
                                         of any event requiring a change in the most recent IRS form of certification furnished
                                         by it to the Certificate Registrar.



 


For
purposes of this paragraph 8, “U.S. Tax Person” means a citizen or resident of the United States, a corporation
or partnership (except to the extent provided in applicable Treasury Regulations) or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of Columbia, including any entity treated as a corporation
or partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless
of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of
such trust, and one or more such U.S.


 












**
Each Purchaser must include one of the two alternative certifications.


 


***
Does not apply to a transfer of Class R Certificates.



 



    Exhibit C-3


     


    

 


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).


 


		9.	Please
                                         make all payments due on the Certificates:****



 


	☐	(a) 	by
                                         wire transfer to the following account at a bank or entity in New York, New York, having
                                         appropriate facilities therefor:



 


Bank:_________________________________________ ________ 


ABA
#:____________________________________________  ___ 


Account
#:_____________________________________________ 


Attention:__________________________________________  ___ 


 


	☐	(b) 	by
                                         mailing a check or draft to the following address:



 


______________________________________________________

______________________________________________________       

______________________________________________________       


 


10.           If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a
partnership for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more
partnerships, trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 





	 	Very truly yours,
	 	 
	 	 	[The
    Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 



 












****  Only
to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b).


 



    Exhibit C-4


     


    




 





EXHIBIT
D-1


 


Form
of Transferee Affidavit FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


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-L3  


[OR
OTHER CERTIFICATE REGISTRAR]


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3 (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), relating to Morgan
                                         Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3



  


	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-L3 


[OR
OTHER CERTIFICATE REGISTRAR]


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3 (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


 


[RESERVED]


 






    Exhibit D-3-3


     


    

 





EXHIBIT
D-4


 


[RESERVED]


 






    Exhibit D-4-1


     


    

 





EXHIBIT
D-5


 


[RESERVED]


 






    Exhibit D-5-1


     


    


 





EXHIBIT
E


 


FORM
OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan
    Information
	 
	 	Name
    of Mortgagor:	
	 	 	 
	 	[Master
    Servicer] [Special Servicer] Loan No.:	
	 	 	 
	Custodian
	 
	 	Name:	Wells
    Fargo Bank, National Association
	 	 	 
	 	Address:	1055
                                         10th Ave SE 

        Minneapolis,
        Minnesota 55414

        Attention: Document Custody Group 

        Morgan
        Stanley Capital I Trust 2019-L3 

	 	 	 
	 	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-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3


 


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 Wilmington Trust, National Association, as trustee (the “Trustee”),
for the Holders of Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3, 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-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3 (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-L3  


[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-L3, Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-L3



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___] aggregate initial Certificate Balance in the Morgan
Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3, Class [_] Certificates issued
pursuant to that certain Pooling and Servicing Agreement dated as of November 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-L3  


[OR
OTHER CERTIFICATE REGISTRAR]


 


[Transferor] 


[______] 


[______] 


Attention:
[______]


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest in the Morgan Stanley Capital
I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3, [Class V][Class R] Certificates (the “[Class
V][Class R] Certificate”) issued pursuant to that certain Pooling and Servicing Agreement dated as of November 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-L3


    Commercial Mortgage Pass-Through Certificates


    Series 2019-L3

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution
    Date:	12/17/19
	Corporate Trust Services	Record
    Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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.	 	 	 	Wells Fargo Bank, National
    Association	 	 	 	LNR Partners, LLC

	 	 	 	Park Bridge Lender Services
    LLC	 	 	 
	 	 	 	 	 	 	 		 	 	 		 	 	 	 	 	 	 
	 	 	 	1585 Broadway	 	 	 	Three Wells Fargo, MAC D1050-084	 	 	 	1601 Washington Avenue	 	 	 	600 Third Avenue,	 	 	 
	 	 	 	New York, NY 10036	 	 	 	401 S. Tryon Street, 8th Floor	 	 	 	Suite 700	 	 	 	40th Floor	 	 	 
	 	 	 		 	 	 	Charlotte,
        NC 28202






	 	 	 	Miami Beach, FL 33139	 	 	 	New York, NY 10016	 	 	 
	 	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Contact:              General
    Information Number	 	 	 	Contact: REAM_InvestorRelations@wellsfargo.com	 	 	 	Contact:             www.lnrpartners.com	 	 	 	Contact:             David
    Rodgers	 	 	 
	 	 	 	Phone Number:   (212)
    761-4700	 	 	 	 	 	 	 	Phone Number:   (305)
    695-5600	 	 	 	Phone Number:   (212)
    230-9025	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	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-L3


    Commercial Mortgage Pass-Through Certificates


    Series 2019-L3

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution
    Date:	12/17/19
	Corporate Trust Services	Record
    Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	H	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	J-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	 	 	 	 	 	 	 	 
	 	 	X-F	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-G	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-H	 	 	 	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-L3


    Commercial Mortgage Pass-Through Certificates


    Series 2019-L3

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution
    Date:	12/17/19
	Corporate Trust Services	Record
    Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	F	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	G	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	H	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	J-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	 	 	 
	 	X-F	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-G	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-H	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	

                    
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






    Page 3 of 23


     


    

 











	 	 	 	 
		Morgan
    Stanley Capital I Trust 2019-L3


    Commercial Mortgage Pass-Through Certificates


    Series 2019-L3

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution
    Date:	12/17/19
	Corporate Trust Services	Record
    Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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  
    	 	 
	 	 	X-D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-G	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	X-H	 	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  
    	 	 
	 	 	D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	E	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	F	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	G	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	H	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	J-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-L3


    Commercial Mortgage Pass-Through Certificates


    Series 2019-L3

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution
    Date:	12/17/19
	Corporate Trust Services	Record
    Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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-L3


    Commercial Mortgage Pass-Through Certificates


    Series 2019-L3

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution
    Date:	12/17/19
	Corporate Trust Services	Record
    Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	Frederick, MD 21701-4747		








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash
    Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total
    Funds Collected	 	 	 	Total
    Funds Distributed	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Scheduled
    Interest	0.00	 	 	Master
    Servicing Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Interest
    reductions due to Nonrecoverability Determinations	0.00	 	 	Trustee
    Fee - Wilmington Trust, 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 - Park Bridge Lender Services LLC	0.00	 	 
	 	Default
    Interest and Late Payment Charges	0.00	 	 	Asset
    Representations Reviewer Fee - Park Bridge Lender Services LLC 	0.00	 	 
	 	Net
    Prepayment Interest Shortfall	0.00	 	 	Total
    Fees	 	0.00	 
	 	Net
    Prepayment Interest Excess	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-L3


    Commercial Mortgage Pass-Through Certificates


    Series 2019-L3

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution
    Date:	12/17/19
	Corporate Trust Services	Record
    Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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-L3


    Commercial Mortgage Pass-Through Certificates


    Series 2019-L3

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution
    Date:	12/17/19
	Corporate Trust Services	Record
    Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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-L3


    Commercial Mortgage Pass-Through Certificates


    Series 2019-L3

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution
    Date:	12/17/19
	Corporate Trust Services	Record
    Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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-L3


    Commercial Mortgage Pass-Through Certificates


    Series 2019-L3

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution
    Date:	12/17/19
	Corporate Trust Services	Record
    Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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-L3


    Commercial Mortgage Pass-Through Certificates


    Series 2019-L3

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution
    Date:	12/17/19
	Corporate Trust Services	Record
    Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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-L3


    Commercial Mortgage Pass-Through Certificates


    Series 2019-L3

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution
    Date:	12/17/19
	Corporate Trust Services	Record
    Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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-L3


    Commercial Mortgage Pass-Through Certificates


    Series 2019-L3

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution
    Date:	12/17/19
	Corporate Trust Services	Record
    Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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	#	 	#	 	#	 	#	 	#	 	#	 	#	Amount  	#	Amount	Coupon	Remit	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure
    and REO Totals are excluded from the delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    Page 13 of 23


     


    


 





	 	 	 	 
		Morgan
    Stanley Capital I Trust 2019-L3


    Commercial Mortgage Pass-Through Certificates


    Series 2019-L3

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution
    Date:	12/17/19
	Corporate Trust Services	Record
    Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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-L3


    Commercial Mortgage Pass-Through Certificates


    Series 2019-L3

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution
    Date:	12/17/19
	Corporate Trust Services	Record
    Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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-L3


    Commercial Mortgage Pass-Through Certificates


    Series 2019-L3

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution
    Date:	12/17/19
	Corporate Trust Services	Record
    Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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-L3


    Commercial Mortgage Pass-Through Certificates


    Series 2019-L3

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution
    Date:	12/17/19
	Corporate Trust Services	Record
    Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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-L3


    Commercial Mortgage Pass-Through Certificates


    Series 2019-L3

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution
    Date:	12/17/19
	Corporate Trust Services	Record
    Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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-L3


    Commercial Mortgage Pass-Through Certificates


    Series 2019-L3

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution
    Date:	12/17/19
	Corporate Trust Services	Record
    Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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-L3


    Commercial Mortgage Pass-Through Certificates


    Series 2019-L3

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution
    Date:	12/17/19
	Corporate Trust Services	Record
    Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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-L3


    Commercial Mortgage Pass-Through Certificates


    Series 2019-L3

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution
    Date:	12/17/19
	Corporate Trust Services	Record
    Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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-L3


    Commercial Mortgage Pass-Through Certificates


    Series 2019-L3

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution
    Date:	12/17/19
	Corporate Trust Services	Record
    Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	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-L3


    Commercial Mortgage Pass-Through Certificates


    Series 2019-L3

	For
    Additional Information please contact
	CTSLink
    Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Wells Fargo Bank, N.A.	Distribution
    Date:	12/17/19
	Corporate Trust Services	Record
    Date:	11/29/19
	8480 Stagecoach Circle	Determination
    Date:	12/11/19
	Frederick, MD 21701-4747		





	 	 	 
	 	 	 
	 	Supplemental
    Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	Risk
                                         Retention


 

Pursuant
to the PSA and the Credit Risk Retention Agreement, the Certificate Administrator has made available on www.ctslink.com <http://www.ctslink.com>,
specifically under the “Risk Retention Special Notices” tab for the MSC 2019-L3 transaction, certain information provided
to the Certificate Administrator regarding the Retaining Sponsor’s compliance with the Retention Covenant. Investors should
refer to the Certificate Administrator’s website for all such information.




	 
	 	 	 
	 	Disclosable
                                         Special Servicer Fees, Loan Event of Default, Servicer Termination Event or Special Servicer
                                         Termination Event information would be disclosed here.




	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 




    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 “Wilmington Trust, National Association,
as Trustee for the registered holders of Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates,
Series 2019-L3” (the “Assignee”), having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045,
Attention: Corporate Trust Services – MSC 2019-L3, 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-L3


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 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-L3


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 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-L3


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 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-L3


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 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-L3


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3, Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 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-L3


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3, Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 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-L3


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3, Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement dated as of November 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 AND/OR RISK RETENTION CONSULTATION 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-L3 


 trustadministrationgroup@wellsfargo.com







 cts.cmbs.bond.admin@wellsfargo.com




 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3, Class [_] Certificates 



 


In
accordance with the Pooling and Servicing Agreement, dated as of November 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 the Risk Retention Consultation Party (or any investment advisor or manager or
other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       [FOR
PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY: The undersigned is not a Borrower Party.]


 


5.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers,


 



    Exhibit P-1A-1


     


    

 


directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


7.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Certificateholder,
    beneficial owner or prospective purchaser] [Companion Holder (or any investment advisor or manager or other representative
    of the foregoing)][Risk Retention Consultation Party]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 


cc:
Morgan Stanley Capital I Inc.


 






    Exhibit P-1A-2


     


    

 





EXHIBIT
P-1B


 


FORM
OF INVESTOR CERTIFICATION for Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	Wells
                                         Fargo Bank, National Association


        Commercial
        Mortgage Servicing


        Three
        Wells Fargo


        MAC
        D1050-084


        401
        South Tryon Street, 8th Floor


        Charlotte,
        North Carolina 28202


        Attention:
        MSC 2019-L3 Asset Manager


        Facsimile:
        (704) 715-0036


        with
        a copy by email to: commercial.servicing@wellsfargo.com

         

        Park
        Bridge Lender Services LLC 

        600
        Third Avenue, 40th Floor 

        New
        York, New York 10016


        Attention:
        MSC 2019-L3-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

         
	Wells
                                         Fargo Bank, National Association,

                                         600 South 4th Street, 7th Floor 

        MAC
        9300-070

        Minneapolis, Minnesota 55479 0113

        Attention: Corporate Trust Services (CMBS)

        Morgan Stanley Capital I Trust 2019-L3 Series 2019-L3

         

        Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS) - Series 2019-L3

        trustadministrationgroup@wellsfargo.com

        cts.cmbs.bond.admin@wellsfargo.com

         

	Situs
                                         Holdings, LLC 

        101
        Montgomery St., Suite 2250 

        San
        Francisco, CA 94104 

        Attention:
        Stacey Ciarlanti 

        Email:
        Stacey.ciarlanti@situsamc.com, samnotice@situsamc.com and legal@situsamc.com

         

        Situs
        Group, LLC 

        5065
        Westheimer, Suite 700E 

        Houston,
        Texas 77056 

        Attention:
        Legal Department - Adriana Bourdreaux 
	LNR
                                         Partners, LLC 

        1601
        Washington Avenue, Suite 700 

        Miami
        Beach, Florida 33139 

        Attention:
        Heather Bennett and Job Warshaw

         

        Wilmington
        Trust, National Association 

        1100
        North Market Street 

        Wilmington,
        Delaware 19890 

        CMBS
        Trustee – MSC 2019-L3 

        cmbstrustee@wilmingtontrust.com 

	 	 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3, Class [_] Certificates



 


In
accordance with the Pooling and Servicing Agreement, dated as of November 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:


 






    Exhibit P-1B-1


     


    

 


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.


 


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


 



    Exhibit P-1B-2


     


    

 


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.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Directing
    Certificateholder][Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 


cc:
Morgan Stanley Capital I Inc.


 






    Exhibit P-1B-3


     


    

 





EXHIBIT
P-1C


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION
PARTY and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) Morgan Stanley Capital I Trust 2019-L3

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Wells
Fargo Bank, National Association 


Commercial
Mortgage Servicing 


Three
Wells Fargo 


MAC
D1050-084 


401
South Tryon Street, 8th Floor 


Charlotte,
North Carolina 28202 


Attention:
MSC 2019-L3 Asset Manager 


Facsimile:
(704) 715-0036 


with
a copy by email to: commercial.servicing@wellsfargo.com


 


Re:
Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3, Class [_] Certificates 


 


In
accordance with the Pooling and Servicing Agreement, dated as of November 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 not the Directing Certificateholder, the Risk Retention Consultation Party or a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       The
undersigned is a Borrower Party.


 






    Exhibit P-1C-1


     


    

 


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 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.


 






    Exhibit P-1C-2


     


    

 








	 	[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-3


     


    

 





EXHIBIT
P-1D


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	Wells
                                         Fargo Bank, National Association


        Commercial
        Mortgage Servicing


        Three
        Wells Fargo


        MAC
        D1050-084


        401
        South Tryon Street, 8th Floor


        Charlotte,
        North Carolina 28202


        Attention:
        MSC 2019-L3 Asset Manager


        Facsimile:
        (704) 715-0036


        with
        a copy by email to: commercial.servicing@wellsfargo.com

         


        Park
        Bridge Lender Services LLC


        600
        Third Avenue, 40th Floor


        New
        York, New York 10016


        Attention:
        MSC 2019-L3-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

         


        Situs
        Holdings, LLC


        101
        Montgomery St., Suite 2250


        San
        Francisco, CA 94104


        Attention:
        Stacey Ciarlanti


        Email:
        Stacey.ciarlanti@situsamc.com, samnotice@situsamc.com and legal@situsamc.com

         


        Situs
        Group, LLC


        5065
        Westheimer, Suite 700E


        Houston,
        Texas 77056


        Attention:
        Legal Department - Adriana Bourdreaux

	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-L3 Series 2019-L3

         


        Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS) - Series 2019-L3

        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

         


        Wilmington
        Trust, National Association


        1100
        North Market Street


        Wilmington,
        Delaware 19890


        CMBS
        Trustee – MSC 2019-L3


        cmbstrustee@wilmingtontrust.com

         




		Re:	Morgan
                                         Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3, Class [_] Certificates 



 


In
accordance with the Pooling and Servicing Agreement, dated as of November 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:


 






    Exhibit P-1D-1


     


    

 


1.
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class
Certificateholder].


 


2.       The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY
[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The
undersigned is not a Borrower Party with respect to any other Mortgage Loan.


 


3.       The
undersigned has received a copy of the Prospectus.


 


4.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the
Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting 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.


 






    Exhibit P-1D-2


     


    

 


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][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]


 


	Wells
                                         Fargo Bank, National Association 

        Commercial
        Mortgage Servicing 

        Three
        Wells Fargo 

        MAC
        D1050-084 

        401
        South Tryon Street, 8th Floor 

        Charlotte,
        North Carolina 28202

        Attention:
        MSC 2019-L3 Asset Manager 

        Facsimile:
        (704) 715-0036 

        with
        a copy by email to: commercial.servicing@wellsfargo.com

         

        Park
        Bridge Lender Services LLC 

        600
        Third Avenue, 40th Floor 

        New
        York, New York 10016 

        Attention:
        MSC 2019-L3-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

         
	Wells
                                         Fargo Bank, National Association,

                                         600 South 4th Street, 7th Floor 

        MAC
        9300-070

        Minneapolis, Minnesota 55479 0113

        Attention: Corporate Trust Services (CMBS)

        Morgan Stanley Capital I Trust 2019-L3 Series 2019-L3

         

        Wells
        Fargo Bank, National Association

        9062 Old Annapolis Road

        Columbia, Maryland 21045

        Attention: Corporate Trust Services (CMBS) - Series 2019-L3

        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

         

        Wilmington
        Trust, National Association 

        1100
        North Market Street 

        Wilmington,
        Delaware 19890 

        CMBS
        Trustee – MSC 2019-L3 

        cmbstrustee@wilmingtontrust.com

        

	Situs
                                         Holdings, LLC 

        101
        Montgomery St., Suite 2250 

        San
        Francisco, CA 94104 

        Attention:
        Stacey Ciarlanti 

        Email:
        Stacey.ciarlanti@situsamc.com, samnotice@situsamc.com and legal@situsamc.com

         

        Situs
        Group, LLC 

        5065
        Westheimer, Suite 700E 

        Houston,
        Texas 77056 

        Attention:
        Legal Department - Adriana Bourdreaux 



	 	 	 
		Re:	Morgan
                                         Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3, Class [_] Certificates 



 


THIS
NOTICE IDENTIFIES AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE MORGAN STANLEY CAPITAL I TRUST
2019-L3, COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-L3, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION
3.13(b) OF THE POOLING AND SERVICING AGREEMENT.


 






    Exhibit P-1E-1


     


    

 


In
accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the
“Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby certifies
and agrees as follows:


 


1.              
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class
Certificateholder] as of the date hereof.


 


2.              
The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded
Loan][Excluded Controlling Class Loan](s)”):


 


	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


 



    Exhibit P-1E-2


     


    

 


otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not,
without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners,
employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole
or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.              
The undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information
(as defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the
extent the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling
and Servicing Agreement.


 


6.              
The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.              
To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or
otherwise receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly
or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class
Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.              
The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


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.


 






    Exhibit P-1E-3


     


    

 


10.           
The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling
and Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is
not permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class
Loan](s) on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the
related Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b)
of the Pooling and Servicing Agreement.


 


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-L3

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-L3

         



		Re:	Morgan
                                         Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3



 


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-L3 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]


 





	Wells Fargo Bank, National
    Association	Wells Fargo Bank, National
    Association,
	Commercial Mortgage Servicing	600 South 4th Street, 7th Floor
	Three Wells Fargo	MAC 9300-070
	MAC D1050-084	Minneapolis, Minnesota 55479 0113
	401 South Tryon Street, 8th Floor	Attention: Corporate Trust Services (CMBS)
	Charlotte, North Carolina 28202	Morgan Stanley Capital I Trust 2019-L3 Series
	Attention: MSC 2019-L3 Asset Manager	2019-L3
	Facsimile: (704) 715-0036	 
	with a copy by email to:	Wells Fargo Bank, National Association
	commercial.servicing@wellsfargo.com	9062 Old Annapolis Road
	 	Columbia, Maryland 21045
	Park Bridge Lender Services LLC	Attention: Corporate Trust Services (CMBS) -
	600 Third Avenue, 40th Floor	Series 2019-L3
	New York, New York 10016	trustadministrationgroup@wellsfargo.com
	Attention: MSC 2019-L3-Surveillance Manager	cts.cmbs.bond.admin@wellsfargo.com
	(with a copy sent contemporaneously via email
    to	 
	cmbs.notices@parkbridgefinancial.com)	LNR Partners, LLC
	 	1601 Washington Avenue, Suite 700
	Situs Holdings, LLC	Miami Beach, Florida 33139
	101 Montgomery St., Suite 2250	Attention: Heather Bennett and Job Warshaw
	San Francisco, CA 94104	Facsimile number: (305) 695-5601
	Attention: Stacey Ciarlanti	With a copy by email to:
	Email: Stacey.ciarlanti@situsamc.com,	hbennett@starwood.com,
	samnotice@situsamc.com and legal@situsamc.com	jwarshaw@lnrpartners.com and
	 	lnr.cmbs.notices@lnrproperty.com
	Situs Group, LLC	 
	5065 Westheimer, Suite 700E	Wilmington Trust, National Association
	Houston, Texas 77056	1100 North Market Street
	Attention: Legal Department - Adriana Bourdreaux	Wilmington, Delaware 19890
	 	CMBS Trustee   MSC 2019-L3
	 	cmbstrustee@wilmingtontrust.com
	 	 




  


		Re:	Morgan
                                         Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3, 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.


 






    Exhibit P-1G-1


     


    

 


2.       The
undersigned is not a Borrower Party.


 


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall
deliver the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable
parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


[INCLUDE
FOR ANY DIRECTING CERTIFICATEHOLDER OTHER THAN THE INITIAL DIRECTING CERTIFICATEHOLDER: 4. The undersigned hereby certifies
that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions of the Pooling
and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage
prepaid.]


 


[4][5]. Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 





	 	[Directing Certificateholder]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 





cc:
Morgan Stanley Capital I Inc.


 






    Exhibit P-1G-2


     


    

 





EXHIBIT
P-1H


 


Form
of Certification of the RISK RETENTION CONSULTATION PARTY


 


[Date]


 





	 	 
	Wells Fargo Bank, National Association	Wells Fargo Bank, National Association,
	Commercial Mortgage Servicing	600 South 4th Street, 7th Floor
	Three Wells Fargo	MAC 9300-070
	MAC D1050-084	Minneapolis, Minnesota 55479 0113
	401 South Tryon Street, 8th Floor	Attention: Corporate Trust Services (CMBS)
	Charlotte, North Carolina 28202	Morgan Stanley Capital I Trust 2019-L3 Series
	Attention: MSC 2019-L3 Asset Manager	2019-L3
	Facsimile: (704) 715-0036	 
	with a copy by email to:	Wells Fargo Bank, National Association
	commercial.servicing@wellsfargo.com	9062 Old Annapolis Road
	 	Columbia, Maryland 21045
	Park Bridge Lender Services LLC	Attention: Corporate Trust Services (CMBS) -
	600 Third Avenue, 40th Floor	Series 2019-L3
	New York, New York 10016	trustadministrationgroup@wellsfargo.com
	Attention: MSC 2019-L3-Surveillance Manager	cts.cmbs.bond.admin@wellsfargo.com
	(with a copy sent contemporaneously via email
    to	 
	cmbs.notices@parkbridgefinancial.com)	LNR Partners, LLC
	 	1601 Washington Avenue, Suite 700
	Situs Holdings, LLC	Miami Beach, Florida 33139
	101 Montgomery St., Suite 2250	Attention: Heather Bennett and Job Warshaw
	San Francisco, CA 94104	Facsimile number: (305) 695-5601
	Attention: Stacey Ciarlanti	With a copy by email to:
	Email: Stacey.ciarlanti@situsamc.com,	hbennett@starwood.com,
	samnotice@situsamc.com and legal@situsamc.com	jwarshaw@lnrpartners.com and
	 	lnr.cmbs.notices@lnrproperty.com
	Situs Group, LLC	 
	5065 Westheimer, Suite 700E	Wilmington Trust, National Association
	Houston, Texas 77056	1100 North Market Street
	Attention: Legal Department - Adriana Bourdreaux	Wilmington, Delaware 19890
	 	CMBS Trustee   MSC 2019-L3
	 	cmbstrustee@wilmingtontrust.com
		







 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3, VRR Interest 



 






    Exhibit P-1H-1


     


    

 


In
accordance with Section 3.33 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Risk Retention Consultation Party.


 


[INCLUDE
FOR ANY RISK RETENTION CONSULTATION PARTY OTHER THAN THE INITIAL RISK RETENTION CONSULTATION PARTY: 2. The undersigned hereby
certifies that an executed copy of this certification in paper form has been delivered in accordance with the notice provisions
of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.]


 


[2][3]. Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 





	 	[RISK RETENTION CONSULTATION PARTY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Dated:	 	 	 	 





cc:
Morgan Stanley Capital I Inc.


 






    Exhibit P-1H-2


     


    

 





EXHIBIT
P-2


 


FORM
OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services MSC 2019-L3


 


		Attention:	Morgan
                                         Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3



 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
November 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-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3 (the “Certificates”) pursuant
to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling and Servicing Agreement”),
between Morgan Stanley Capital I Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National Association,
as Master Servicer, LNR Partners, LLC, as General Special Servicer, Situs Holdings, LLC, as ILPT Industrial Portfolio Special
Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Wilmington Trust, National
Association, as Trustee, and Wells Fargo Bank, National Association, as Certificate Administrator and Custodian, and the assets
underlying or referenced by the Certificates, including the identity of, and financial information with respect to borrowers,
sponsors, guarantors, managers and lessees with respect to such assets (together, the “Collateral”) to you
(the “NRSRO”) through the website of 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:


 






    Exhibit P-2-2


     


    

 


-
disclose the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives,
agents and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to
know such Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the
Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be
satisfied, that such NRSRO Representative will act in accordance with this Confidentiality Agreement;


 


-
solely to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information
to the NRSRO’s password protected website; and


 


-
use information derived from the Confidential Information in connection with an Intended Purpose, if such derived information
does not reveal any Confidential Information.


 


Disclosures
Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena,
civil investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding,
investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity
with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation,
and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request
to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses.
Unless otherwise required by a court or other governmental or regulatory authority to do so, and provided that you been informed
by written notice that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential
treatment with respect to the requested Confidential Information, you agree not to disclose the Confidential Information while
the Furnishing Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment
is pending. You agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other
reasonable assurance that confidential treatment will be accorded to the portion of the Confidential Information that is being
disclosed, at the sole expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be
required to take a position that such information should be entitled to receive such a protective order or reasonable assurance
as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply
with its terms with respect to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity.
If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions
of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally required to disclose,
at the sole expense of the relevant Furnishing Entity.


 


Obligation
to Return Evaluation Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material
or documents, including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned
to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document
or other material containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with
the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may
retain any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other
documents prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation
Material so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the
terms of this Confidentiality Agreement.


 






    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-L3


 


		Attention:	Morgan
                                         Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3



 


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
November 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-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3 



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of November 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


 


Wells
Fargo Bank, National Association 


Commercial
Mortgage Servicing 


Three
Wells Fargo 


MAC
D1050-084 


401
South Tryon Street, 8th Floor 


Charlotte,
North Carolina 28202 


Attention:
MSC 2019-L3 Asset Manager 


Facsimile:
(704) 715-0036 


with
a copy by email to: commercial.servicing@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

E-mail: hbennett@starwood.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com


 


LNR
Securities Holdings, LLC 


1601
Washington Avenue, Suite 800 


Miami
Beach, Florida 33139 


Attention:
Heather Bennett and Job Warshaw 


with
a copy to hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com


 


Situs
Holdings, LLC 


101
Montgomery St., Suite 2250 


San
Francisco, CA 94104 


Attention:
Stacey Ciarlanti 


Email:
Stacey.ciarlanti@situsamc.com, samnotice@situsamc.com and legal@situsamc.com


 


Situs
Group, LLC 


5065
Westheimer, Suite 700E 


Houston,
Texas 77056 


Attention:
Legal Department - Adriana Bourdreaux 


 






    Exhibit Q-1-3


     


    

 


Wells
Fargo Bank, National Association 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Corporate Trust Services – MSC 2019-L3 


With
a copy by email to: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


 


Wilmington
Trust, National Association 


1100
North Market Street 


Wilmington,
Delaware 19890 


CMBS
Trustee – MSC 2019-L3 


cmbstrustee@wilmingtontrust.com


 


Park
Bridge Lender Services LLC 


600
Third Avenue, 40th Floor 


New
York, New York 10016 


Attention:
MSC 2019-L3-Surveillance Manager (with a copy sent


contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 






    Exhibit Q-1-4


     


    

 





EXHIBIT
Q-2


 


FINAL
CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To
the Persons Listed on the attached Schedule A


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3 



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of November 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


 


Wells
Fargo Bank, National Association 


Commercial
Mortgage Servicing 


Three
Wells Fargo 


MAC
D1050-084 


401
South Tryon Street, 8th Floor 


Charlotte,
North Carolina 28202 


Attention:
MSC 2019-L3 Asset Manager 


Facsimile:
(704) 715-0036 


with
a copy by email to: commercial.servicing@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

E-mail: hbennett@starwood.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com


 


LNR
Securities Holdings, LLC 


1601
Washington Avenue, Suite 800 


Miami
Beach, Florida 33139 


Attention:
Heather Bennett and Job Warshaw 


with
a copy to hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com


 


Situs
Holdings, LLC 


101
Montgomery St., Suite 2250 


San
Francisco, CA 94104 


Attention:
Stacey Ciarlanti 


Email:
Stacey.ciarlanti@situsamc.com, samnotice@situsamc.com and legal@situsamc.com


 


Situs
Group, LLC 


5065
Westheimer, Suite 700E 


Houston,
Texas 77056 


Attention:
Legal Department - Adriana Bourdreaux


 






    Exhibit Q-2-4


     


    

 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – MSC 2019-L3


 


Wilmington
Trust, National Association 


1100
North Market Street 


Wilmington,
Delaware 19890 


CMBS
Trustee – MSC 2019-L3 


cmbstrustee@wilmingtontrust.com


 


Park
Bridge Lender Services LLC 


600
Third Avenue, 40th Floor 


New
York, New York 10016 


Attention:
MSC 2019-L3-Surveillance Manager (with a copy sent contemporaneously 

via email to cmbs.notices@parkbridgefinancial.com)


 






    Exhibit Q-2-5


     


    

 





EXHIBIT
R-1


 


FORM
OF POWER OF ATTORNEY – MASTER SERVICER


 


RECORDING
REQUESTED BY:


 


Wells
Fargo Bank, National Association 


Commercial
Mortgage Servicing 


Three
Wells Fargo 


MAC
D1050-084 


401
South Tryon Street, 8th Floor 


Charlotte,
North Carolina 28202 


Attention:
MSC 2019-L3 Asset Manager


 





	SPACE
    ABOVE THIS LINE FOR RECORDER’S USE



   


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890,
as trustee (the “Trustee”), pursuant to that Pooling and Servicing Agreement dated as of November 1, 2019
(the “Agreement”), by and among Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association,
as master servicer (in such capacity, the “Master Servicer”), LNR Partners, LLC, as general special servicer,
Situs Holdings, LLC, as ILPT Industrial Portfolio special servicer, Wells Fargo Bank, National Association, as certificate administrator
(in such capacity, the “Certificate Administrator”), the Trustee, and Park Bridge Lender Services LLC, as operating
advisor and as asset representations reviewer hereby constitutes and appoints the Master Servicer, by and through the Master Servicer’s
officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s
benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced by the Master Servicer and all
properties (“Mortgaged Properties”) administered by the Master Servicer pursuant to the Agreement, to execute
and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate
the enumerated transactions described in items 1 through 12 below with respect to the Mortgage Loans and Mortgaged Properties;
provided, however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents
are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings
set forth in the Agreement.


 


1.              
The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 


2.              
The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting the Mortgage or deed of


 



    Exhibit R-1-1


     


    

 


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 the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate
owned, or conveyance of title to real estate owned.


 


5.              
The completion of loan assumption agreements.


 


6.              
The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured
thereby, including, without limitation, cancellation of the related Mortgage Note.


 


7.              
The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the Mortgage
Loan secured and evidenced thereby.


 


8.              
The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with
the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.


 


9.              
The full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust,
and in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure,
or the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure,
the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation
or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in
bankruptcy proceedings, including, without limitation, any and all of the following acts:


 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and the deed of trust;



 


		b.	the
                                         preparation and issuance of statements of breach or non-performance;



 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;



 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the
                                         taking of deed in lieu of foreclosure;



 






    Exhibit R-1-2


     


    

 


		f.	the
                                         filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in
                                         bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;



 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions; and



 


		i.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.h. above.



 


10.           
With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:


 


		a.	listing
                                         agreements;



 


		b.	purchase
                                         and sale agreements;



 


		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;



 


		d.	escrow
                                         instructions; and



 


		e.	any
                                         and all documents necessary to effect the transfer of property.



 


11.           
The modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement
of personal property.


 


12.           
The execution and delivery of the following:


 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to any mezzanine financing to be
                                         secured by the ownership interests in a borrower, consents to and monitoring of the application
                                         of any proceeds of insurance policies or condemnation awards to the restoration of the
                                         related Mortgaged Property or otherwise, documents relating to the management, operation,
                                         maintenance, repair,



 






    Exhibit R-1-3


     


    

 


	 	 	leasing
                                         and marketing of the related Mortgaged Properties (including agreements and requests
                                         by any borrower with respect to modifications of the standards of operation and management
                                         of such Mortgaged Properties or the replacement of asset managers), documents exercising
                                         any or all of the rights, powers and privileges granted or provided to the holder of
                                         any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance
                                         and attornment agreements or other leasing or rental arrangements, any easements, covenants,
                                         conditions, restrictions, equitable servitudes, or land use or zoning requirements with
                                         respect to the Mortgaged Properties, instruments relating to the custody of any collateral
                                         that now secures or hereafter may secure any Mortgage Loan and any other consents.



 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the Master Servicer has the power to delegate its rights or obligations under the Agreement, the Master Servicer
also has the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited
Power of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor
of its attorneys-in-fact as are necessary for such purpose. The Master Servicer’s attorneys-in-fact shall have no greater
authority than that held by the Master Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Master Servicer
the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except
as specifically provided for herein or in the Agreement. If the Master Servicer receives any notice of suit, litigation or proceeding
in the name of Wilmington Trust, National Association, solely in its capacity as Trustee, then the Master Servicer shall promptly
forward a copy of same to the Trustee.


 


This
limited power of attorney is not intended to extend the powers granted to the Master Servicer under the Agreement or to allow
the Master Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The
Master Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from
and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever incurred by reason or result of the negligent use,


 



    Exhibit R-1-4


     


    

 


or
negligent or willful misuse, of this Limited Power of Attorney by the Master Servicer. The foregoing indemnity shall survive the
termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under the
Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


Third
parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument
of revocation has been made in writing by the undersigned.


 


IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for Morgan Stanley Capital I Trust 2019-L3 has caused its
corporate seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected
and authorized signatory this ___________ day of ____________.


 


 





	 	WILMINGTON
    TRUST, NATIONAL ASSOCIATION, as Trustee for Morgan Stanley Capital I Trust 2019-L3
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Prepared
    by:
	 	 	 
	 	 	Name:
	 	 	 
	Witness:	 	 
	 	 	 	 
	 	 	 
	Witness:	 	 
	 	 	 	 
		 	 	 	 


 






    Exhibit R-1-5


     


    

 





	STATE
    OF DELAWARE	 )	 
	 	 )	ss.:
	COUNTY
    OF	 )	 


 








On
____________________, before me, _________________________________ Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness
my hand and official seal.


 


	 	 
	 	 	Notary
    Public
	[SEAL]	 	 
	 	 	 
	My
    commission expires:	 	 
	 	 	 





 





 



    Exhibit R-1-6


     


    




 


EXHIBIT
R-2


 


FORM
OF POWER OF ATTORNEY – 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]


 


[Situs
Holdings, LLC 


101
Montgomery St., Suite 2250 


San
Francisco, CA 94104 


Attention:
Stacey Ciarlanti 


Email:
Stacey.ciarlanti@situsamc.com, samnotice@situsamc.com and legal@situsamc.com


 


Situs
Group, LLC 


5065
Westheimer, Suite 700E 


Houston,
Texas 77056 


Attention:
Legal Department - Adriana Bourdreaux]


 





	SPACE
    ABOVE THIS LINE FOR RECORDER’S USE


  


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890,
as Trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement dated as of November 1, 2019
(the “Agreement”) by and among Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, National Association,
as master servicer, LNR Partners, LLC, as general special servicer [(the “General Special Servicer”)], Situs
Holdings, LLC, as ILPT Industrial Portfolio special servicer [(the “ILPT Industrial Portfolio Special Servicer”)]
Wells Fargo Bank, National Association, as certificate administrator, the Trustee and Park Bridge Lender Services LLC, as operating
advisor and as asset representations reviewer, relating to the Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through
Certificates, Series 2019-L3, hereby constitutes and appoints the [General Special Servicer][ILPT Industrial Portfolio Special
Servicer], by and through the [General Special Servicer’s][ILPT Industrial Portfolio Special Servicer’s] officers,
the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s
benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced by the [General Special Servicer][ILPT
Industrial


 



    Exhibit R-2-1


     


    

 


Portfolio
Special Servicer] and all properties (“REO Properties”) administered by the [General Special Servicer][ILPT
Industrial Portfolio Special Servicer] pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp
all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions described in items
1 through 13 below with respect to the Mortgage Loans and REO Properties; provided, however, that the documents
described below may only be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted under
the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


		1.	The
                                         endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
                                         made payable to the Trustee and draw upon, replace, substitute, release or amend letters
                                         of credit standing as collateral securing any Mortgage Loan.



 


		2.	The
                                         modification or re-recording of a Mortgage or deed of trust, where said modification
                                         or re-recording is solely for the purpose of correcting the Mortgage or deed of trust
                                         to conform same to the original intent of the parties thereto or to correct title errors
                                         discovered after such title insurance was issued; provided that said modification or
                                         re-recording, in either instance, (i) does not adversely affect the lien of the
                                         Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of
                                         the Agreement.



 


		3.	The
                                         subordination of the lien of a Mortgage or deed of trust to an easement in favor of a
                                         public utility company of a government agency or unit with powers of eminent domain;
                                         this section shall include, without limitation, the execution of partial satisfactions/releases,
                                         partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The
                                         conveyance of the properties to the mortgage insurer, or the closing of the title to
                                         the property to be acquired as real estate owned, or conveyance of title to real estate
                                         owned.



 


		5.	The
                                         completion of loan assumption agreements 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, in connection
                                         with the sale or repurchase of the Mortgage Loan secured and evidenced thereby.



 


		8.	The
                                         full assignment of a Mortgage or deed of trust upon payment and discharge of all sums
                                         secured thereby in conjunction with the refinancing thereof, including, without limitation,
                                         the assignment of the related Mortgage Note.



 






    Exhibit R-2-2


     


    

 


		9.	The
                                         full enforcement of and preservation of the Trustee’s interests in any Mortgage
                                         or the related promissory note, and in the proceeds thereof, by way of, including but
                                         not limited to, taking title to any Mortgaged Property on behalf of the Trust, foreclosure,
                                         the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial
                                         foreclosure and/or any related litigation, including without limitation, guaranty or
                                         receivership litigation, or litigation on the note, or the termination, cancellation
                                         or rescission of any such foreclosure, the initiation, prosecution and completion of
                                         eviction actions or proceedings with respect to, or the termination, cancellation or
                                         rescission of any such eviction actions or proceedings, the initiation or defense of
                                         any litigation related to the ownership of any REO Property, and the pursuit of title
                                         insurance, hazard insurance and claims in bankruptcy proceedings, including, without
                                         limitation, any and all of the following acts:






   





		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and the deed of trust;



 





		b.	the
                                         preparation and issuance of statements of breach or non-performance;






 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;






 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;






 


		e.	the
                                         taking of deed in lieu of foreclosure;






 


		f.	the
                                         filing, prosecution and defense of claims, and to appear on behalf of the Trustee,
                                         in bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;






 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;






  


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and
                                         title insurance claims, including but not limited to appearing on behalf of the Trustee
                                         in quiet title actions;



 





		i.	the
                                         creation of a wholly-owned entity of the Trust for purposes of holding foreclosed
                                         property; and






 


		j.	the
                                         preparation and execution of such other documents and performance of such other actions
                                         as may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously
                                         complete said transactions in paragraphs 9.a. through 9.h. above.



  


		10.	With
                                         respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
                                         including, without limitation, the execution of the following documentation:



 






    Exhibit R-2-3


     


    

 


a.     
listing agreements;


 


b.    
purchase and sale agreements;


 


c.     
grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase
same;


 


d.    
escrow instructions; and


 


e.     
any and all documents necessary to effect the transfer of property.


 


		11.	The
                                         modification or amendment of escrow agreements established for repairs to the mortgaged
                                         property or reserves for replacement of personal property.



 


		12.	Execute
                                         and/or file such documents and take such other action as is proper and necessary to defend
                                         the Trustee, solely in its capacity as Trustee, in litigation and to resolve such litigation,
                                         provided that such resolution shall not include any admission of fault or wrongdoing
                                         by the Trustee or, without the Trustee’s consent, subject the Trustee to any form
                                         of injunctive relief.



 


		13.	The
                                         execution and delivery of the following:



 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, deed of trust or other security
                                         document in the related Mortgage File or the related Mortgaged Property and other related
                                         collateral;



 


		b.	any
                                         and all instruments of satisfaction or cancellation, or of partial or full release or
                                         discharge, or of partial or full defeasance, and all other comparable instruments;



 


		c.	any
                                         and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
                                         to transfers of interests in borrowers, consents to any subordinate financings to be
                                         secured by any related Mortgaged Property, consents to any mezzanine financing to be
                                         secured by the ownership interests in a borrower, consents to and monitoring of the application
                                         of any proceeds of insurance policies or condemnation awards to the restoration of the
                                         related Mortgaged Property, REO Property or otherwise, documents relating to the management,
                                         operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties
                                         (including agreements and requests by any borrower with respect to modifications of the
                                         standards of operation and management of such Mortgaged Properties or the replacement
                                         of asset managers) or REO Properties, documents exercising any or all of the rights,
                                         powers and privileges granted or provided to the holder of any Mortgage Loan under the
                                         related loan documents, lease subordination agreements, non-disturbance and attornment
                                         agreements or other leasing or rental arrangements, management agreements, any easements,



 






    Exhibit R-2-4


     


    

 


	 	 	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






 


		d.	any
                                         and all documents, instruments and certifications as are reasonably necessary to complete
                                         or accomplish the [General Special Servicer’s][ILPT Industrial Portfolio Special
                                         Servicer’s] duties and responsibilities under the Agreement.



 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of the date set forth below.


 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the [General Special Servicer][ILPT Industrial Portfolio Special Servicer] has the power to delegate its rights
or obligations under the Agreement, the [General Special Servicer][ILPT Industrial Portfolio Special Servicer] also has the power
to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney,
for purposes of performing its obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact
as are necessary for such purpose. The [General Special Servicer’s][ILPT Industrial Portfolio Special Servicer’s]
attorneys-in-fact shall have no greater authority than that held by the [General Special Servicer][ILPT Industrial Portfolio Special
Servicer].


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the [General Special
Servicer][ILPT Industrial Portfolio Special Servicer] the power to initiate or defend any suit, litigation or proceeding in the
name of Wilmington Trust, National Association except as specifically provided for herein or in the Agreement. If the [General
Special Servicer][ILPT Industrial Portfolio Special Servicer] receives any notice of suit, litigation or proceeding in the name
of Wilmington Trust, National Association, solely in its capacity as Trustee, then the [General Special Servicer][ILPT Industrial
Portfolio Special Servicer] shall promptly forward a copy of same to the Trustee.


 


This
limited power of attorney is not intended to extend the powers granted to the [General Special Servicer][ILPT Industrial Portfolio
Special Servicer] under the Agreement or to allow the [General Special Servicer][ILPT Industrial Portfolio Special Servicer] to
take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 






    Exhibit R-2-5


     


    

 


The
[General Special Servicer][ILPT Industrial Portfolio 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 reason or result of the
negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the [General Special Servicer][ILPT Industrial
Portfolio Special Servicer]. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement
or the earlier resignation or removal of the Trustee under the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for Morgan Stanley Capital I Trust 2019-L3, has caused its
corporate seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected
and authorized signatory this ___________ day of ____________.


 


	 	Wilmington
    Trust, National Association,
	 	as Trustee for Morgan Stanley Capital I Trust 2019-L3
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	Witness:	 	 
	 	 	 	 
	 	 	 
	Witness:	 	 
	 	 	 	 
	 	 	 








 


 






    Exhibit R-2-6


     


    







 


 





	STATE
    OF DELAWARE	 )	 
	 	 )	ss.:
	COUNTY
    OF	 )	 


  


On
____________________, before me, _________________________________ Notary Public, personally appeared ___________________________,
who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


Witness
my hand and official seal.


 





	 	 
	Notary
    signature	 



 






    Exhibit R-2-7


     


    

 





EXHIBIT
S


 


INITIAL
COMPANION HOLDERS OF SERVICED COMPANION LOANS 


 


	Loan	Companion
    Holder
	Parklawn
    Building	Notes
                                         A-2, A-3


        KeyBank
        National Association

         


        NOTICE
        ADDRESS:

         


        KeyBank
        National Association


        11501
        Outlook Street, Suite 300


        Overland
        Park, Kansas 66211


        Attention:
        Joe DeRoy


        Facsimile
        No.: (877) 379-1625


        with
        a copy to:


        Polsinelli
        PC


        900
        W. 48th Place, Suite 900


        Kansas
        City, Missouri 64112


        Attention:
        Casandra Carpenter


        Facsimile
        No.: (816) 572-5032

         


        Notes
        A-4, A-5


        Bank
        of America, National Association

         


        NOTICE
        ADDRESS:

         


        Bank
        of America, N.A.


        214
        North Tryon St., 15th Floor


        NC1-027-15-01


        Charlotte,
        North Carolina 28255


        Attention:
        Steven Wasser


        Facsimile
        No.: (704) 602-3726


         

        and

         


        Bank
        of America Corporation


        NC1-027-18-05


        214
        North Tryon Street, 18th Floor


        Charlotte,
        North Carolina 28255


        Attention:
        W. Todd Stillerman, Esq.


        Facsimile
        No.: (404) 736-2127


	East
    Village Multifamily Portfolio	Notes
                                         A-4, A-5, A-6


        GS
        Mortgage Securities Trust 2019-GSA1


         

        NOTICE
        ADDRESS:


        





 






    Exhibit S-1


     


    

 


	 	 

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




10851
Mastin Street




Building
82, Suite 300




Overland
Park, Kansas 66210




Attention:
Executive Vice President – Division Head




Telecopy
number: 1-888-706-3565




Email:
NoticeAdmin@midlandls.com

 




with
a copy to:

 




Stinson
LLP




1201
Walnut Street, Suite 2900




Kansas
City, Missouri 64106-2150




Fax
Number: (816) 412-9338




Attention:
Kenda K. Tomes




Email:
kenda.tomes@stinson.com







	ILPT
    Industrial Portfolio	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

         


        Notes
        A-3, A-4


        Bank
        of America, National Association

         


        NOTICE
        ADDRESS:

         


        Bank
        of America, National Association


        c/o
        Capital Markets Servicing Group 

        





 






    Exhibit S-2


     


    

 


	 	 

                                                                                                                                                                               900
                                         West Trade Street, Suite 650 




Mail
Code: NC1-026-06-01 




Charlotte,
North Carolina 28255 




Attention:
Servicing Manager 




Telephone
No: (866) 531-0957 




Facsimile
No.: (704) 317-4501

 




Notes
A-5, A-6, A-7, A-8




UBS
AG, New York Branch




 

NOTICE
ADDRESS:




 

UBS
AG




1285
Avenue of the Americas, 11th Floor 




New
York, New York 10019 




Attention:
Transaction Management – Henry Chung




 

Note
B-1-A, B-1-B, B-1-C, B-1-D, B-2-A, B-2-B, B-2-C, B-2-D, B-3-A, B-3-B, B-3-C, B-3-D




Prima
Mortgage Investment Trust




 

NOTICE
ADDRESS:




 

Prima
Capital Advisors LLC




2
Overhill Road, Suite 215




Scarsdale,
NY 10583




Attention:
Nilesh Patel




Phone:
914 725 2657




Fax:
914 725 9385




Email:
npatel@primaadvisors.com







	Royal
    Palm Place	Notes
                                         A-1, A-4


        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 


         

        with
        a copy to: 


         

        Cadwalader,
        Wickersham & Taft LLP


        200
        Liberty Street


        New
        York, New York 10281


        Attention:
        Frank Polverino, Esq.





 






    Exhibit S-3


     


    

 


	Wells
    Fargo Place	Notes
                                         A-3, A-4, A-5, A-6, A-7


        Starwood
        Mortgage Funding III LLC


         

        NOTICE
        ADDRESS:


         

        Starwood
        Mortgage Funding III LLC


        1601
        Washington Avenue, Suite 800

        Miami Beach, Florida 33139

        Attention: Ms. Leslie K. Fairbanks

        Facsimile No. (305) 695-5539


        with
        a copy to:

        

        Wells Fargo Commercial Mortgage Services, Inc.

        Duke Energy Center

        550 South Tryon St., 12th Floor

        MAC D1086-120

        Charlotte, North Carolina 28202

        Attention: Asset Manager – Starwood Mortgage Capital

        Facsimile No.: (704) 715-0036


	American
    Metro Center	Note
                                         A-2


        GS
        Mortgage Securities Trust 2019-GSA1


         

        NOTICE
        ADDRESS:


         

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


        10851
        Mastin Street


        Building
        82, Suite 300


        Overland
        Park, Kansas 66210


        Attention:
        Executive Vice President – Division Head


        Telecopy
        number: 1-888-706-3565


        Email:
        NoticeAdmin@midlandls.com


         

        with
        a copy to:


         

        Stinson
        LLP


        1201
        Walnut Street, Suite 2900


        Kansas
        City, Missouri 64106-2150


        Fax
        Number: (816) 412-9338


        Attention:
        Kenda K. Tomes


        Email:
        kenda.tomes@stinson.com







 






    Exhibit S-4


     


    

 


EXHIBIT
T


 


FORM
OF NOTICE RELATING TO THE NON-SERVICED MORTGAGE LOANS 


 


[Date]


 


[With
respect to the GNL Office and Industrial Portfolio Whole Loan, the Bushwick Avenue Portfolio Whole Loan and the Hilton Portfolio
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 Grand Canal Shoppes 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 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]


 


[With
respect to the Osborn Triangle Whole Loan


 


KeyBank
National Association


 






    Exhibit T-1


     


    

 


11501
Outlook Street, Suite 300 


Overland
Park, Kansas 66211 


Attention:
Michael Tilden 


Facsimile:
(877) 379-1625 


Email:
michael_a_tilden @keybank.com]


 


[With
respect to the National Anchored Retail Portfolio 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-BNK21 Asset Manager 


Facsimile
number: (704) 715-0036 


Email:
commercial.servicing@wellsfargo.com


 


with
a copy to:


 


K&L
Gates LLP 


Hearst
Tower, 47th Floor 


214
North Tryon Street 


Charlotte,
North Carolina 28202 


Attention:
Stacy G. Ackermann 


Reference:
BANK 2019-BNK21]


 


[With
respect to the Royal Palm Place Whole Loan: [address of the related Non-Serviced Master Servicer]]


 


VIA
[FACSIMILE][EMAIL]


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3, and the [GNL Office and Industrial Portfolio Whole Loan] [Grand Canal Shoppes
                                         Whole Loan] [Royal Palm Place Whole Loan] [Bushwick Avenue Portfolio Whole Loan] [Osborn
                                         Triangle Whole Loan] [Hilton Portfolio Whole Loan] [National Anchored Retail Portfolio
                                         Whole Loan] (the subject “Whole Loan”)



 


Dear
[__________]:


 


The
Certificate Administrator, on behalf of Morgan Stanley Capital I Trust 2019-L3 as holder of [SPECIFY APPLICABLE 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 Wells Fargo Bank, National Association, as the master servicer with respect to the
Morgan Stanley Capital I Trust 2019-L3


 



    Exhibit T-2


     


    

 


(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-L3.


 


Attached
hereto is a copy of the Pooling and Servicing Agreement with respect to the Morgan Stanley Capital I Trust 2019-L3.


 


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-L3,
    Commercial Mortgage Pass-Through Certificates, Series 2019-L3
	 	 	 
	 	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:	Wells
                                         Fargo Bank, National Association,

                                         in its capacity as Master Servicer under the Pooling and Servicing Agreement dated as
                                         of November 1, 2019 (the “Pooling and Servicing Agreement”), relating
                                         to Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-L3.



 


		Date:	_________,
                                         20___



 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3

                                         

                                         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 November 1, 2019 (the “Pooling and Servicing Agreement”).


 


Transaction:
Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3


 


Operating
Advisor: Park Bridge Lender Services LLC


 


Special
Servicer: [LNR Partners, LLC][Situs Holdings, LLC]


 


		I.	Population
                                         of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The
                                         Special Servicer has notified the Operating Advisor that [●] Specially Serviced
                                         Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●]
                                         of those Specially Serviced Loans are still being analyzed by the Special Servicer as
                                         part of the development of a Final Asset Status Report.



 


		b.	Final
                                         Asset Status Reports were issued with respect to [●] of such Specially Serviced
                                         Loans. This report is based only on the Specially Serviced Loans in respect of which
                                         a Final Asset Status Report has been issued. The Final Asset Status Reports may not yet
                                         be implemented.



 


		2.	[●]
                                         non-Specially Serviced Loans were the subject of a Major Decision as to which the operating
                                         advisor has consultation rights pursuant to the PSA.



 


		II.	Executive
                                         Summary



 


Based
on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the
Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing
Agreement) has undertaken a limited review of the Special Servicer’s reported actions on the loans identified in this report.
Based solely on such limited review and subject to the assumptions, limitations and qualifications set forth herein, the Operating
Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer [is/is not] operating in compliance
with the Servicing Standard with respect to its performance of its duties under the Pooling and Servicing Agreement during the
prior calendar year. [The Operating Advisor


 





 



 





1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.
The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to
Privileged Information.


 




    Exhibit V-1


     


    

 


believes,
in its sole discretion exercised in good faith, that the Special Servicer has failed to materially comply with the Servicing Standard
as a result of the following material deviations.]


 


		●	[LIST
                                         OF MATERIAL DEVIATION ITEMS]



 


In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD
RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


		III.	List
                                         of Items that Were Considered in Compiling this Report 



 


In
rendering our assessment herein, we examined and relied upon the accuracy and completeness of the items listed below:


 


		1.	Any
                                         Major Decision Reporting Packages received from the Special Servicer.



 


		2.	Reports
                                         by the Special Servicer made available to Privileged Persons that are posted on the certificate
                                         administrator’s website that are relevant to the operating advisor’s obligations
                                         under the PSA and certain information it has reasonably requested from the special servicer
                                         and each [INSERT IF PRIOR TO A CONTROL TERMINATION EVENT: Final] Asset Status Report.



 


		3.	The
                                         Special Servicer’s assessment of compliance report, attestation report by a third
                                         party regarding the Special Servicer’s compliance with its obligations, and non-discretionary
                                         portions of net present value calculations.



 


		4.	[LIST
                                         OTHER REVIEWED INFORMATION]



 


		5.	[INSERT
                                         IF AFTER A CONTROL TERMINATION EVENT:] Consulted with the Special Servicer as provided
                                         under the Pooling and Servicing Agreement with respect to Major Decisions.



 


		6.	[INSERT
                                         IF AFTER A CONTROL TERMINATION EVENT:] During the prior year, the Operating Advisor consulted
                                         with the Special Servicer regarding its strategy plan for a limited number of issues
                                         related to the following Specially Serviced Loans: [LIST]. The Operating Advisor participated
                                         in discussions and made strategic observations and recommended alternative courses of
                                         action to the extent it deemed such observations and recommendations appropriate. 



 


NOTE:
The Operating Advisor’s review of the above materials should be considered a limited investigation and not be considered
a full or limited audit. For instance, we did not review underlying lease agreements or similar underlying documents, re-engineer
the quantitative aspects of their net present value calculation, visit any related property, visit the Special Servicer, visit
the Directing Certificateholder or interact with any borrower. In addition, our review of the net present value calculations and
the corresponding application of the non-discretionary portions of the applicable formulas, and as such, does not take into account
the


 



    Exhibit V-2


     


    

 


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 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.



 


		2.	In
                                         rendering our assessment herein, we have assumed that all executed factual statements,
                                         instruments, and other documents that we have relied upon in rendering this assessment
                                         have been executed by persons with legal capacity to execute such documents.



 


		3.	Except
                                         as may have been reflected in any Major Decision Reporting Package or Asset Status Report,
                                         the Operating Advisor did not participate in, or have access to, the Special Servicer’s
                                         and Directing Certificateholder’s discussion(s) regarding any Specially Serviced
                                         Loan. The Operating Advisor does not have authority to speak with the Directing Certificateholder
                                         or borrower directly. As such, the Operating Advisor relied upon the information delivered
                                         to it by the Special Servicer as well as its interaction with the Special Servicer, if
                                         any, in gathering the relevant information to generate this report. The services that
                                         we perform are not designed and cannot be relied upon to detect fraud or illegal acts
                                         should any exist.



 


		4.	The
                                         Special Servicer has the legal authority and responsibility to service any Specially
                                         Serviced Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor
                                         has no responsibility or authority to alter the standards set forth therein or the actions
                                         of the Special Servicer.



 


		5.	Confidentiality
                                         and other contractual limitations limit the Operating Advisor’s ability to outline
                                         the details or substance of any communication held between it and the Special Servicer
                                         regarding any Specially Serviced Loans and certain information it reviewed in connection
                                         with its duties under the Pooling and Servicing Agreement. As a result, this report may
                                         not reflect all the relevant information that the Operating Advisor is given access to
                                         by the Special Servicer.



 


		6.	The
                                         Operating Advisor is not empowered to speak with any investors directly. If the investors
                                         have questions regarding this report, they should address such questions to the Certificate
                                         Administrator through the Certificate Administrator’s Website.



 


		7.	This
                                         report does not constitute recommendations to buy, sell or hold any security, nor does
                                         the Operating Advisor take into account market prices of securities or financial markets
                                         generally when performing its limited review of the Special Servicer as described above.
                                         The Operating Advisor does not have a fiduciary relationship with any Certificateholder
                                         or any other party or individual. Nothing is intended to or should be



 






    Exhibit V-3


     


    

 


	 	 	construed
                                         as creating a fiduciary relationship between the Operating Advisor and any Certificateholder,
                                         party or individual.



 


Terms
used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement.


 





	 	Park
    Bridge Lender Services LLC,
	 	as
    Operating Advisor
	 	 	 
	 	By:	Park
    Bridge Advisors LLC, a New York limited   liability company, its sole member
	 	 	 
	 	By:	Park
    Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  






    Exhibit V-4


     


    

 





EXHIBIT
W


 


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer


 


Wilmington
Trust, National Association 


  as
Trustee

1100 North Market Street 


Wilmington,
Delaware 19890 


CMBS
Trustee – MSC 2019-L3 


cmbstrustee@wilmingtontrust.com


 


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-L3

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]


 


[Situs
Holdings, LLC 


101
Montgomery St., Suite 2250 


San
Francisco, CA 94104 


Attention:
Stacey Ciarlanti 


Email:
Stacey.ciarlanti@situsamc.com, samnotice@situsamc.com and legal@situsamc.com


 


Situs
Group, LLC 


5065
Westheimer, Suite 700E 


Houston,
Texas 77056 


Attention:
Legal Department - Adriana Bourdreaux]


 


		Re:	Morgan
                                         Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-L3, 

                                         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 November 1, 2019 (the
“Pooling and Servicing Agreement”), and


 



    Exhibit W-1


     


    

 


executed
in connection with the above-referenced transaction, on behalf of the holders of Morgan Stanley Capital I Trust 2019-L3, Commercial
Mortgage Pass-Through Certificates, Series 2019-L3 (the “Certificates”) regarding the replacement of the [General][ILPT
Industrial Portfolio] 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 [General][ILPT Industrial Portfolio] 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 [General][ILPT Industrial Portfolio] Special Servicer, is not [performing its duties under the Pooling
and Servicing Agreement][acting in accordance with the Servicing Standard]. The following factors support our assessment: [________].


 


Based
upon such assessment, we further hereby recommend that [NAME OF SPECIAL SERVICER] be removed as [General][ILPT Industrial Portfolio]
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


 


Wells
Fargo Bank, National Association 


Commercial
Mortgage Servicing 


Three
Wells Fargo 


MAC
D1050-084 


401
South Tryon Street, 8th Floor 


Charlotte,
North Carolina 28202 


Attention:
MSC 2019-L3 Asset Manager 


Facsimile:
(704) 715-0036 


with
a copy by email to: commercial.servicing@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]


 


[Situs
Holdings, LLC 


101
Montgomery St., Suite 2250 


San
Francisco, CA 94104 


Attention:
Stacey Ciarlanti 


Email:
Stacey.ciarlanti@situsamc.com, samnotice@situsamc.com and legal@situsamc.com


 


Situs
Group, LLC 


5065
Westheimer, Suite 700E 


Houston,
Texas 77056 


Attention:
Legal Department - Adriana Bourdreaux]


 


		Re:	Access
                                         to Certain Information Regarding Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage
                                         Pass-Through Certificates, Series 2019-L3



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of November 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.


 


[Wells
Fargo Bank, National Association (“Wells Fargo”)/LNR Partners, LLC (“LNR”)/Situs Holdings, LLC (“Situs”)]
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


 



    Exhibit X-1


     


    

 


[_____]
[__], 20[__]


Page
2 


 


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.


 


[Wells
Fargo/LNR/Situs] 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 [Wells Fargo/LNR/Situs] by third
parties, (b) may not have been verified by [Wells Fargo/LNR/Situs], and (c) may be incomplete or contain inaccuracies.
The Company agrees that [Wells Fargo/LNR/Situs], the [“Master Servicer”/“General Special Servicer”/“ILPT
Industrial Portfolio Special Servicer”] (as defined in the Pooling and Servicing Agreement) and its respective Representatives
(as defined below) shall not have any liability to the Company or its Representatives resulting from (x) any inaccuracies
or omissions in the Confidential Information, (y) any use of the Confidential Information, or (z) [Wells Fargo’s/LNR’s/Situs’]
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 [Wells Fargo/LNR/Situs]; (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 [Wells Fargo/LNR/Situs]; (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 [Wells Fargo’s/LNR’s/Situs’] election):
(i) responses to reasonable written inquiries received from the Company, (ii) conference calls conducted on a reasonably
scheduled basis with [Wells Fargo’s/LNR’s/Situs’] 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”).
[Wells Fargo/LNR/Situs] 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) [Wells Fargo/LNR/Situs] 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. [Wells Fargo/LNR/Situs] shall
cease to provide the Company with Confidential Information if [Wells Fargo/LNR/Situs] has actual knowledge that the Company or
its Representatives are affiliates of any borrower under the Mortgage Loan documents and [Wells Fargo/LNR/Situs] 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.
[Wells


 



    Exhibit X-2


     


    

 


[_____]
[__], 20[__]


Page
3


 


Fargo’s/LNR’s/Situs’]
remedies hereunder, at law or at equity, are cumulative and may be combined.


 


The
Company agrees that it will not, and it shall not permit its Representatives, to disclose the Confidential Information in any
manner whatsoever to any other person or entity, other than its Representatives (but only to the extent necessary to accomplish
the Permitted Purpose) who have a need to know the information, or as otherwise required by applicable law, court order or any
governmental agency or regulator. The Company acknowledges (i) its obligations under the U.S. federal securities laws, and
(ii) that any disclosure of the Confidential Information by it or its Representatives for any purpose other than a Permitted
Purpose, in addition to being a breach of this letter agreement, may constitute a violation of federal and state securities laws.
The Company will take reasonable measures to ensure that each Representative is advised of this letter agreement and agrees to
keep the Confidential Information confidential. The Company shall be liable for any breach of this letter agreement by its Representatives.
Notwithstanding the foregoing, the Company may subsequently provide all or any part of such Confidential Information to any other
person or entity that holds or is contemplating the purchase of any Certificate or interest therein, but only if such person or
entity confirms such ownership interest or prospective ownership interest and provided that, prior to the delivery of such
Confidential Information, such persons shall have executed and delivered to the Company an agreement that is substantially similar
in form and substance to this agreement.


 


This
letter agreement shall be governed by and construed in accordance with the laws of the State of New York without the application
of conflict of laws principles. Anything herein to the contrary notwithstanding, [Wells Fargo/LNR/Situs] 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 [Wells Fargo’s/LNR’s/Situs’] 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,
	 	 
	 	[WELLS
    FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 


	 	[LNR
    PARTNERS, LLC
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]








 








	 	[SITUS
    HOLDINGS, 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-L3 (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) Wells
Fargo Bank, National Association, as Master Servicer, LNR Partners,
LLC, as General Special Servicer, Situs Holdings, LLC, as ILPT Industrial Portfolio Special Servicer, Wilmington Trust,
National Association, as Trustee, Wells Fargo Bank, National Association, as Certificate Administrator and Custodian, and Park
Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer; and]


 


(B)
[List other applicable reporting servicers]


 






    Exhibit Y-1


     


    

 


Date: _________________________ 





	 	 	 
	[_____]	 	 
	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-L3


 


(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 November 1, 2019 (the “Pooling and Servicing Agreement”), relating to
Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3, 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-L3


 


(the
“Trust”)


 


I,
[identify the certifying individual], a [_______________] of WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Master Servicer under that certain Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Pooling
and Servicing Agreement”), relating to Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates,
Series 2019-L3, 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:


 


	 	WELLS
    FARGO 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-L3


 


(the
“Trust”)


 


I,
[identify the certifying individual], a [_______________ ] of [LNR PARTNERS, LLC][SITUS HOLDINGS, LLC] as [general][ILPT Industrial
Portfolio] special servicer (the “Special Servicer”) under that certain Pooling and Servicing Agreement dated
as of November 1, 2019 (the “Pooling and Servicing Agreement”), relating to Morgan Stanley Capital I Trust
2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3, 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:]





  


	 	[SITUS
    HOLDINGS, 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-L3


 


(the
“Trust”)


 


The
undersigned, __________, a __________ of WILMINGTON TRUST, NATIONAL ASSOCIATION, on behalf of WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee (the “Trustee”), under that certain Pooling and Servicing Agreement, dated as of November 1, 2019
(the “Pooling and Servicing Agreement”), relating to Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage
Pass-Through Certificates, Series 2019-L3, certifies to [Name of Certifying Person(s) for Sarbanes-Oxley Certification] and to
Morgan Stanley Capital I Inc. and each Other Depositor with respect to a securitization of a Serviced Companion Loan and their
respective officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities
and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification,
that:


 


The
report on assessment of compliance with servicing criteria applicable to the Trustee for asset-backed securities with respect
to the Trustee or any Servicing Function Participant retained by the Trustee and related attestation report on assessment of compliance
with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the period ending
[December 31, 20__] in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been
provided to the Depositor, the Certificate Administrator and any Other Depositor for inclusion as an exhibit to such Form 10-K.
Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator, the Depositor
and any Other Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date: 


 


	 	WILMINGTON
    TRUST, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 



    Exhibit Z-4-1


     


    




 





Exhibit
Z-5


 


FORM
OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


Morgan
Stanley Capital I Trust 2019-L3


 


(the
“Trust”)


 


I,
[identify the certifying individual], a [_______________] of Park Bridge Lender Services LLC
(the “Operating Advisor”) as Operating Advisor under that certain Pooling and Servicing Agreement dated
as of November 1, 2019 (the “Pooling and Servicing Agreement”), relating to Morgan Stanley Capital I Trust
2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3, certify to [Name of Certifying Person(s) for Sarbanes-Oxley
Certification] and to Morgan Stanley Capital I Inc. and each Other Depositor with respect to a securitization of a Serviced Companion
Loan and their respective officers, directors and affiliates, and with the knowledge and intent that they will rely upon this
certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the Operating Advisor
                                         to the Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable,
                                         pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on
                                         Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D
                                         or Form 8-K (the “Reports”) (such information provided by the
                                         Operating Advisor, collectively, the “Operating Advisor Periodic Information”)
                                         have been submitted by the Operating Advisor to the Master Servicer, the Depositor, the
                                         Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based
                                         on my knowledge, the Operating Advisor Periodic Information contained in the Reports,
                                         taken as a whole, does not contain any untrue statement of a material fact or omit to
                                         state a material fact necessary to make the statements made, in light of the circumstances
                                         under which such statements were made, not misleading with respect to the period covered
                                         by these reports;



 


		3.	The
                                         accountants that are to deliver the annual attestation report on assessment of compliance
                                         with the Relevant Servicing Criteria in respect of the Operating Advisor with respect
                                         to the Relevant Period have been provided all information relating to the Operating Advisor’s
                                         assessment of compliance with the Relevant Servicing Criteria, in order to enable them
                                         to conduct a review in compliance with the standards for attestation engagements issued
                                         or adopted by the PCAOB; and



 






    Exhibit Z-5-1


     


    

 


		4.	The
                                         report on assessment of compliance with servicing criteria applicable to the Operating
                                         Advisor for asset-backed securities with respect to the Operating Advisor or any Servicing
                                         Function Participant retained by the Operating Advisor and related attestation report
                                         on assessment of compliance with servicing criteria applicable to it required to be included
                                         in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
                                         of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the [Depositor,
                                         the Certificate Administrator and any Other Depositor for inclusion as an exhibit to
                                         such Form 10-K. Any material instances of noncompliance described in such reports
                                         have been provided to the Certificate Administrator, the Depositor and any Other Depositor
                                         for disclosure in such annual report on Form 10-K.]



 


Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 





	 	PARK
    BRIDGE LENDER SERVICES LLC,
	 	as
    Operating Advisor
	 	 	 
	 	By:	 
	 	 	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-L3


 


(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 November 1,
2019 (the “Pooling and Servicing Agreement”), relating to Morgan Stanley Capital I Trust 2019-L3, Commercial
Mortgage Pass-Through Certificates, Series 2019-L3, 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-L3


 


(the
“Trust”)


 


I,
[identify the certifying individual], a [_______________] of Park Bridge Lender Services LLC
(the “Asset Representations Reviewer”) as Asset Representations Reviewer under that certain Pooling
and Servicing Agreement dated as of November 1, 2019 (the “Pooling and Servicing Agreement”), relating to Morgan
Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3, certify to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification] and to Morgan Stanley Capital I Inc. and each Other Depositor with respect to a securitization
of a Serviced Companion Loan and their respective officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification, that:


 


		1.	Based
                                         on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
                                         Period”), all information required to be submitted by the Asset Representations
                                         Reviewer to the Master Servicer, the Depositor, Trustee or Certificate Administrator,
                                         as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual
                                         report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D
                                         or Form 8-K (the “Reports”) (such information provided by the
                                         Asset Representations Reviewer, collectively, the “Asset Representations Reviewer
                                         Periodic Information”) have been submitted by the Asset Representations Reviewer
                                         to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
                                         as applicable, for inclusion in these reports; and



 


		2.	Based
                                         on my knowledge, the Asset Representations Reviewer Periodic Information contained in
                                         the Reports, taken as a whole, does not contain any untrue statement of a material fact
                                         or omit to state a material fact necessary to make the statements made, in light of the
                                         circumstances under which such statements were made, not misleading with respect to the
                                         period covered by these reports.



 






    Exhibit Z-7-1


     


    

 





Capitalized
terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:





 





	 	PARK
    BRIDGE LENDER SERVICES LLC,
	 	as
    Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	 	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-L3 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-L3 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-L3 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-L3 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-L3 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-L3 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-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3—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 November 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. NorthMarq Capital, LLC


2. Bernard Financial Corporation


3. NRC Group, Inc.


4. Berkeley Point Capital LLC d/b/a Newmark
Knight Frank


5. Berkadia Commercial Mortgage LLC





6. KeyBank National Association


7. Holliday Fenoglio Fowler, L.P.


 




    Exhibit FF-1


     


    


 


EXHIBIT GG


 


SERVICING
FUNCTION PARTICIPANTS


 


1. KeyBank National Association





 




    Exhibit GG-1


     


    


 


EXHIBIT HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Wells Fargo Bank, National Association, as Master Servicer] [LNR Partners, LLC, as General Special Servicer]
[Situs Holdings, LLC, as ILPT Industrial Portfolio Special Servicer] [Wilmington Trust, National Association, as Trustee] [Wells
Fargo Bank, National Association, as Certificate Administrator and Custodian] (the “Certifying Servicer”), certify
to Morgan Stanley Capital I Inc. and each Other Depositor with respect to a securitization of a Serviced Companion Loan and their
respective officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities
[during the preceding calendar year] [between [__] and [__]] (the “Reporting
Period”) and the Certifying Servicer’s performance under the Pooling and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects during the Reporting
Period. [To my knowledge, the Certifying Servicer has failed to fulfill the following obligations under the Pooling
and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 


Date: ____________________________


  


[WELLS
FARGO Bank, National Association, as master servicer

[LNR PARTNERS, LLC, as general special servicer]


[SITUS HOLDINGS, LLC, as ILPT
Industrial Portfolio special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION as certificate administrator and custodian]

[WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee; provided, however, that the Trustee shall not be required to
deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable
to it]


 





	By:	
	
	 	Name:

                                         Title:	 


 




    Exhibit HH-1


     


    


 


EXHIBIT II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name of Reporting Servicer] (the “Reporting
Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph
(d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting
Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this
report include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer,
trustee, certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule
A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and


 





 



 


1
Describe any permissible exclusions, including those permitted under telephone interpretation
17.04 (i.e., transactions registered prior to compliance with Regulation AB, transactions involving an offer and sale of
asset-backed securities that were not required to be issued), if applicable.


 






    Exhibit II-1


     


    

 


[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


 


[Date of Certification]


 





	 	[Name
                                         of Reporting Servicer]
	 	 
		By:	

	 	 	Name:

                                         Title:


  




    Exhibit II-2


     


    


 


EXHIBIT
JJ


 


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council”
and sent to:


Commercial Real Estate Finance Council, Inc.


28 West 44th Street, Suite 815


New York, NY 10036


Attn: Executive Director


 


or by wire transfer to:


 


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-L3, 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-L3			$			$		%						
		Outside the Trust			$			$		%						
		Outside the Trust			$
			$		%						
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	MSC 2019-L3			$			$		%						
		Outside the Trust			$			$		%						
		Outside the Trust			$
			$		%						
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	MSC 2019-L3			$			$		%						
		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-L3—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 November 1, 2019 (the “Pooling and Servicing Agreement”), relating
to Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3, 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-L3


 


Wells Fargo Bank, National Association


as Master Servicer


Commercial Mortgage Servicing


Three Wells Fargo


MAC D1050-084


401 South Tryon Street, 8th Floor


Charlotte, North Carolina 28202


Attention: MSC 2019-L3 Asset Manager


Facsimile: (704) 715-0036


with a copy by email to: commercial.servicing@wellsfargo.com


 


LNR Partners, LLC


as General 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


 


Situs Holdings, LLC


as ILPT Industrial Portfolio Special Servicer


101 Montgomery St., Suite 2250


San Francisco, CA 94104


Attention: Stacey Ciarlanti


Email: Stacey.ciarlanti@situsamc.com, samnotice@situsamc.com
and legal@situsamc.com


 


with a copy to


 


Situs Group, LLC


5065 Westheimer, Suite 700E


Houston, Texas 77056


Attention: Legal Department - Adriana Bourdreaux


 






    Exhibit NN-1


     


    


 


Park Bridge Lender Services
LLC

 as Operating Advisor


600 Third Avenue, 40th Floor


New York, New York 10016


Attention: MSC 2019-L3-Surveillance Manager


(with a copy sent contemporaneously via email to cmbs.notices@parkbridge.com)


 


		Re:	Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through
Certificates, Series 2019-L3 (the “Certificates”) issued
pursuant to the Pooling and Servicing Agreement (the “Pooling and
Servicing Agreement”), relating to Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates,
Series 2019-L3 



 


This letter is delivered
to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the
“Transferor”) to us (the “Transferee”)
of $__________________ original principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates.
The Certificates were issued pursuant to the Pooling and Servicing Agreement.


 


		1.	Our name and address is as follows:






		 	 
	 	 	 
	 	 	 
	 	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-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of November 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.


 




    Exhibit OO-1


     


    


 





	 	PARK
BRIDGE LENDER SERVICES LLC,

                                                                         

	 	 	as
    Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    Exhibit OO-2


     


    


 


Exhibit A


 


Detailed Scorecard

[Template Example Below]


 


	Test
                                         failures

         

	Loan
    #	Loan
    Name	R&W
    #	R&W
    Name	Test
    #	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	[Insert
    R&W #)	[Insert
    R&W Name]		[Insert
    Test Description]	[Insert
    Test findings]
	[Insert
    R&W #)	[Insert
    R&W Name]			



 



    Exhibit OO-3


     


    


 


EXHIBIT PP


 


FORM OF ASSET REVIEW
REPORT SUMMARY1


 


To: [Addresses of Recipients]


 


		Re:	Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3



 


Ladies and Gentlemen:


 


In accordance with
Section 12.01 of the Pooling and Servicing Agreement, dated as of November 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.



 





	 	PARK
BRIDGE LENDER SERVICES 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 


Subject to the Pooling
and Servicing Agreement, this Exhibit sets forth Asset Representations Reviewer’s review procedures for each Delinquent Loan
based on the information provided for an Asset Review. Capitalized terms used herein and not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement. In the event of any conflict between this Exhibit QQ and the terms of
the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall control and govern the Asset Representations Reviewer’s
responsibilities and duties with respect to Asset Reviews.


Call for Review and Collection
and Inventory of Review Materials





	Step 1	Asset Representations Reviewer (“ARR”) receives the following items before beginning its review from the parties specified in Section 12.01 of the Pooling and Servicing Agreement:





		§	Notice of Asset Review Trigger (with attachments)



		§	Asset Review Vote Election



		§	Notice of Affirmative Asset Review Vote



		§	List of all Delinquent Loans subject to the Asset Review



		§	Review Materials for each Delinquent Loan via Secure Data Room access, including the Diligence
File



		§	Any Unsolicited Information (if applicable)



	Step 2	For each Delinquent Loan,
ARR inventories all Review Materials to which ARR is provided access in the Secure Data Room to determine what, if any, Review
Materials for such Delinquent Loan are missing, using the list of documents in the definition of the Mortgage File in this Agreement,
any comparable lists included in the related Mortgage Loan Purchase Agreement, and any closing checklist from the origination of
such Delinquent Loan, to guide its review and determination











 









    Exhibit QQ-1


     


    

 


	Step 3	If
ARR determines that the information made available to it in the Secure Data Room with respect to any Delinquent Loan is missing
any documents required to complete an Asset Review of such Delinquent Loan, ARR shall prepare a list of such missing documents
and notify Master Servicer (with respect to Non-Specially Serviced Loans) and Special Servicer (with respect to Specially Serviced
Loans) of such missing documents. If the Master Servicer or Special Servicer, as applicable, does not provide such document as
provided in the Pooling and Servicing Agreement, the ARR shall notify the related Mortgage Loan Seller of such missing information



Analysis and Testing of Representations
and Warranties


	Step 4	For each
Delinquent Loan for which ARR has received all Review Materials required to complete an Asset Review of such Delinquent Loan, ARR
tests such Delinquent Loan for compliance with each representation and warranty made by the related Mortgage Loan Seller with respect
to such Delinquent Loan as follows:







		§	ARR reviews each representation and warranty and each item included in the Review Materials applicable
or related to such representation or warranty to determine whether there is any evidence that such representation or warranty was
not true when made by the related Mortgage Loan Seller



		§	For each representation and warranty, ARR lists






	all items from the Review Materials reviewed or used in its testing of such representation
and warranty
	whether ARR has determined that there is any evidence that such representation
or warranty was not true when made by the related Mortgage Loan Seller, and

	if so, stating the aspect of the applicable representation or warranty that does
not appear to have been true when made by the related Mortgage Loan Seller and ARR’s basis for its conclusion
	completing the Asset Review Report by setting forth, for each Delinquent Loan,
the information contemplated herein with respect to each representation and warranty




ARR will not attempt (and has no obligation) to determine the materiality of any potential breach of a representation
or warranty that it discovers evidence of during its review as contemplated herein.







 




    Exhibit QQ-2


     


    


 


EXHIBIT RR


 


FORM OF CERTIFICATION TO CERTIFICATE
ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services MSC 2019-L3


Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series
2019-L3



 


In accordance with the requirements for
obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of November 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]


 


	
        Wells Fargo Bank, National Association


        Commercial Mortgage Servicing


        Three Wells Fargo


        MAC D1050-084


        401 South Tryon Street, 8th Floor


        Charlotte, North Carolina 28202


        Attention: MSC 2019-L3 Asset Manager


        Facsimile: (704) 715-0036


        with a copy by email to: commercial.servicing@wellsfargo.com

        	
        Park Bridge Lender Services
        LLC


        600 Third Avenue, 40th Floor


        New York, New York 10016


        Attention: MSC 2019-L3-Surveillance Manager
        (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

         

	 	 
	[LNR Partners, LLC

1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention:  Heather Bennett and Job Warshaw

Facsimile number: (305) 695-5601]	
        [Situs Holdings, LLC

        101 Montgomery St., Suite 2250


        San Francisco, CA 94104


        Attention: Stacey Ciarlanti


        Email: Stacey.ciarlanti@situsamc.com, samnotice@situsamc.com
        and legal@situsamc.com]

        
	 	


		Attention:	Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through
Certificates, Series 2019-L3



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of November 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)


 






    Exhibit SS-1


     


    

 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 





	 	 	 
	 	Wells Fargo Bank, National Association,
as Certificate Administrator for the Holders of the Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates,
Series 2019-L3
	 	 	 
	 	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-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3 (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 November 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


 


Wells Fargo Bank, National Association


Commercial Mortgage Servicing


Three Wells Fargo


MAC D1050-084


401 South Tryon Street, 8th Floor 


Charlotte, North Carolina 28202





Attention: MSC 2019-L3 Asset Manager





Facsimile: (704) 715-0036





with a copy by email to: commercial.servicing@wellsfargo.com


 


	 	Re:	Morgan Stanley Capital I Trust 2019-L3, Commercial Mortgage Pass-Through Certificates, Series 2019-L3 (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 November 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


 






    Exhibit TT-2-1


     


    

 


certificate
from the prospective transferee substantially in the form attached as Exhibit TT-2 to the Pooling and Servicing Agreement.


 


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


 






    Exhibit TT-2-2


     


    

 


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 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:

         
	
        Wells Fargo Bank, National Association


        Commercial Mortgage Servicing


        Three Wells Fargo


        MAC D1050-084


        401 South Tryon Street, 8th Floor


        Charlotte, North Carolina 28202


        Attention: MSC 2019-L3 Asset Manager


        Facsimile: (704) 715-0036


        with a copy by email to: commercial.servicing@wellsfargo.com

         

        with a copy to:

         

        [_]

        
	 	 	 	 




    Exhibit TT-2-3


     


    


 


Exhibit
UU


 


[RESERVED]


 




    Exhibit UU-1


     


    


 


Schedule
1


 


Mortgage
Loans with Additional Debt


 


1.
GNL Office and Industrial Portfolio


 


2.
Parklawn Building


 


3.
East Village Multifamily Portfolio


 


4.
Grand Canal Shoppes


 


5.
ILPT Industrial Portfolio


 


6.
Royal Palm Place


 


7.
Wells Fargo Place


 


8.
Bushwick Avenue Portfolio


 


9.
Osborn Triangle


 


10.
American Metro Center


 


11.
Hilton Portfolio


 


12.
National Anchored Retail Portfolio


 




    Schedule 1-1


     


    


 


Schedule
2


 


CLass
A-SB Planned Principal Balance Schedule


 

	Month
	Class
                                         A-SB Planned 

                                         Principal Balance ($)

	0	24,600,000.00
	1	24,600,000.00
	2	24,600,000.00
	3	24,600,000.00
	4	24,600,000.00
	5	24,600,000.00
	6	24,600,000.00
	7	24,600,000.00
	8	24,600,000.00
	9	24,600,000.00
	10	24,600,000.00
	11	24,600,000.00
	12	24,600,000.00
	13	24,600,000.00
	14	24,600,000.00
	15	24,600,000.00
	16	24,600,000.00
	17	24,600,000.00
	18	24,600,000.00
	19	24,600,000.00
	20	24,600,000.00
	21	24,600,000.00
	22	24,600,000.00
	23	24,600,000.00
	24	24,600,000.00
	25	24,600,000.00
	26	24,600,000.00
	27	24,600,000.00
	28	24,600,000.00
	29	24,600,000.00
	30	24,600,000.00
	31	24,600,000.00
	32	24,600,000.00
	33	24,600,000.00
	34	24,600,000.00
	35	24,600,000.00
	36	24,600,000.00
	37	24,600,000.00
	38	24,600,000.00
	39	24,600,000.00
	40	24,600,000.00
	41	24,600,000.00
	42	24,600,000.00
	43	24,600,000.00
	44	24,600,000.00
	45	24,600,000.00
	46	24,600,000.00
	47	24,600,000.00
	48	24,600,000.00
	49	24,600,000.00
	50	24,600,000.00
	51	24,600,000.00
	52	24,600,000.00
	53	24,600,000.00
	54	24,600,000.00
	55	24,600,000.00
	56	24,600,000.00
	57	24,600,000.00






	Month
	Class
                                         A-SB Planned 

                                         Principal Balance ($)

	58	24,600,000.00
	59	24,600,000.00
	60	24,513,653.44
	61	24,094,757.37
	62	23,703,123.25
	63	23,310,122.20
	64	22,829,981.61
	65	22,433,930.49
	66	22,008,006.34
	67	21,609,085.12
	68	21,180,373.68
	69	20,778,562.44
	70	20,375,348.42
	71	19,942,468.03
	72	19,536,334.19
	73	19,100,618.21
	74	18,691,544.28
	75	18,281,041.98
	76	17,785,038.14
	77	17,371,368.25
	78	16,928,333.62
	79	16,511,671.30
	80	16,065,730.57
	81	15,646,055.03
	82	15,224,913.77
	83	14,774,623.31
	84	14,350,437.73
	85	13,897,190.78
	86	13,469,939.74
	87	13,041,196.29
	88	12,528,658.51
	89	12,096,624.92
	90	11,635,756.35
	91	11,200,602.77
	92	10,736,704.21
	93	10,298,408.96
	94	9,858,582.37
	95	9,390,145.60
	96	8,947,144.88
	97	8,475,625.54
	98	8,029,428.63
	99	7,581,672.52
	100	7,078,718.22
	101	6,627,638.54
	102	6,148,273.29
	103	5,693,941.27
	104	5,211,417.50
	105	4,753,810.54
	106	4,294,604.15
	107	3,807,346.61
	108	3,344,831.40
	109	2,854,360.49
	110	2,388,513.46
	111	1,921,037.94
	112	1,373,393.01
	113	902,367.02
	114	403,630.81
	115
    and thereafter	0









    Schedule 2-1


     


    

 


Schedule
3


 


MORTGAGE
LOANS WITH SPECIFIED ESCROWS, RESERVES,

HOLDBACKS AND LETTERS OF CREDIT 


 


	Mortgage Loan	Reserve description
	8 Fairview Place	$2,000,000 Earnout Reserve


 


    Schedule 3-1


     


    


 


Schedule
4


 


Mortgage
Loans with Franchise Agreements that Require Notice


 


1. AVR Homewood
Suites Carle Place


 


2.
Hampton Inn Stoughton


 


3.
Holiday Inn Jacksonville East


 






    Schedule 4-1