Exhibit 4.1


 


BMO
COMMERCIAL MORTGAGE SECURITIES LLC,

Depositor,


 


KEYBANK
NATIONAL ASSOCIATION,

Master Servicer,


 


CWCapital
Asset Management LLC, KEYBANK NATIONAL ASSOCIATION
AND SITUS HOLDINGS, LLC,

each as a Special Servicer as described herein,


 


PARK
BRIDGE LENDER SERVICES LLC,

Operating Advisor and Asset Representations Reviewer,


 


Computershare
Trust Company, National Association,

Certificate Administrator,


 


and


 


wilmington
trust, national association,

Trustee


 


 






 


POOLING AND SERVICING AGREEMENT
 Dated as of February 1, 2022


 


 







 


BMO
2022-C1 Mortgage Trust

Commercial Mortgage Pass-Through Certificates

Series 2022-C1


 




     


     


    






TABLE OF CONTENTS



 




Page












	Article I


 


DEFINITIONS



	 
	Section 1.01	Defined
    Terms	11
	Section 1.02 	Certain
    Calculations	169
	Section 1.03	Certain
    Constructions	178
	 	 	 
	Article II


 


CONVEYANCE OF MORTGAGE LOANS AND TRUST SUBORDINATE COMPANION LOANS; ORIGINAL ISSUANCE OF CERTIFICATES



	 
	 	 
	Section 2.01	Conveyance
    of Mortgage Loans and Trust Subordinate Companion Loans	179
	Section 2.02	Acceptance
    by the Trustee, the Custodian and the Certificate Administrator	186
	Section 2.03	Mortgage
    Loan Sellers’ Repurchase, Substitution or Cures of Trust Loans for Document Defects in Mortgage Files and Breaches of
    Representations and Warranties	188
	Section 2.04	Representations
    and Warranties of the Depositor	208
	Section 2.05	Representations,
    Warranties and Covenants of the Master Servicer	210
	Section 2.06	Representations,
    Warranties and Covenants of the Special Servicer	212
	. 	212	
	Section 2.07	Representations
    and Warranties of the Trustee	214
	Section 2.08 	Representations
    and Warranties of the Certificate Administrator	216
	Section 2.09	Representations,
    Warranties and Covenants of the Operating Advisor	217
	Section 2.10	Representations,
    Warranties and Covenants of the Asset Representations Reviewer	219
	Section 2.11	Execution
    and Delivery of Certificates; Issuance of Lower-Tier Regular Interests, 360 Rosemary Regular Interests and 111 River Street
    Regular Interests	221
	Section 2.12	Miscellaneous
    REMIC and Grantor Trust Provisions	222
	Section 2.13	Bare
    Trust	223
	 	 	 
	Article
                                         III

                                                

                                               ADMINISTRATION
                                         AND SERVICING OF THE MORTGAGE LOANS AND TRUST SUBRODINATE COMPANION LOANS

	 
	Section 3.01	Master
    Servicer to Act as Master Servicer; Administration of the Mortgage Loans AND Trust Subordinate Companion Loans; Sub-Servicing
    Agreements; Outside Serviced Mortgage Loans	223
	Section 3.02	Liability
    of the Master Servicer and the Special Servicer	237
	Section 3.03	Collection
    of Certain Mortgage Loan Payments	238
	Section 3.04	Collection
    of Taxes, Assessments and Similar Items; Escrow Accounts	240



 






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Page


 


	Section 3.05	Collection
    Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account	243
	Section 3.05A	Loan
    Combination Custodial Account	248
	Section 3.06	Permitted
    Withdrawals From the Collection Account	251
	Section 3.06A.	Permitted
    Withdrawals From the Loan Combination Custodial Account	259
	Section 3.07	Investment
    of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts	265
	Section 3.08	Maintenance
    of Insurance Policies and Errors and Omissions and Fidelity Coverage	267
	Section 3.09	Enforcement
    of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions	272
	Section 3.10	Appraisal
    Reductions; Calculation and Allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans	279
	Section 3.11	Trustee,
    Certificate Administrator and Custodian to Cooperate; Release of Mortgage Files	288
	Section 3.12	Servicing
    Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation	290
	Section 3.13	Compensating
    Interest Payments	299
	Section 3.14	Application
    of Penalty Charges and Modification Fees	301
	Section 3.15	Access
    to Certain Documentation	302
	Section 3.16	Title
    and Management of REO Properties	304
	Section 3.17	Sale
    of Defaulted Loans and REO Properties; Sale of Outside Serviced Mortgage Loans	308
	Section 3.18	Additional
    Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Serviced
    Companion Loan Holder	317
	Section 3.19	Lock-Box
    Accounts, Escrow Accounts	318
	Section 3.20	Property
    Advances	319
	Section 3.21	Appointment
    of Special Servicer; Asset Status Reports	323
	Section 3.22	Transfer
    of Servicing Between Master Servicer and Special Servicer; Record Keeping	329
	Section 3.23	Interest
    Reserve Account	330
	Section 3.24	Modifications,
    Waivers, Amendments and Other Actions	331
	Section 3.25	Additional
    Obligations With Respect to Certain Mortgage Loans	337
	Section 3.26	Certain
    Matters Relating to the Outside Serviced Mortgage Loans	337
	Section 3.27	Additional
    Matters Regarding Advance Reimbursement	338
	Section 3.28	Serviced
    Companion Loan Intercreditor Matters	340
	Section 3.29	Appointment
    and Duties of the Operating Advisor	343
	Section 3.30	Rating
    Agency Confirmation	350
	Section 3.31	General
    Acknowledgement Regarding Companion Loan Holders	354
	Section 3.32	Delivery
    of Excluded Information to the Certificate Administrator	354
	Section 3.33	Litigation
    Control	355
	Section 3.34	Resignation
    Upon Prohibited Risk Retention Affiliation	359



 



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Page


 





	Article
                                         IV

                                                

                                               DISTRIBUTIONS
                                         TO CERTIFICATEHOLDERS

	 
	Section 4.01	Distributions	360
	Section 4.02	Statements
    to Certificateholders and Uncertificated VRR Interest Owner; Certain Reports by the Master Servicer and the Special Servicer	385
	Section 4.03	Compliance
    With Withholding Requirements	406
	Section 4.04	REMIC
    Compliance	407
	Section 4.05	Imposition
    of Tax on the Trust REMICs	409
	Section 4.06	Remittances;
    P&I Advances	411
	Section 4.07	Grantor
    Trust Reporting	418
	Section 4.08	Calculations	420
	Section 4.09	Secure
    Data Room	420
	 	 	 
	Article
                                         V

                                                

                                               THE
                                         CERTIFICATES

	 
	Section 5.01	The
    Certificates	421
	Section 5.02	Form
    and Registration	423
	Section 5.03	Registration
    of Transfer and Exchange of Certificates	427
	Section 5.04	Mutilated,
    Destroyed, Lost or Stolen Certificates	437
	Section 5.05	Persons
    Deemed Owners	438
	Section 5.06	Appointment
    of Paying Agent	438
	Section 5.07	Access
    to Certificateholders’ Names and Addresses; Special Notices	438
	Section 5.08	Actions
    of Certificateholders	440
	Section 5.09	Authenticating
    Agent	440
	Section 5.10	Appointment
    of Custodian	441
	Section 5.11	Maintenance
    of Office or Agency	442
	Section 5.12	Voting
    Procedures	442
	 	 	 
	Article
                                         VI

                                                

                                               THE
                                         DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, THE Asset
                                         Representations Reviewer and the Controlling Class Representative

	 
	Section 6.01	Liability
    of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor	443
	Section 6.02	Merger
    or Consolidation of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer	444
	Section 6.03	Limitation
    on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
    Reviewer and Others	445
	Section 6.04	Limitation
    on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor	446







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Page


 


	Section 6.05	Rights
    of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer	449
	Section 6.06	Master
    Servicer, Special Servicer as Owner of a Certificate	450
	Section 6.07	Rating
    Agency Fees	451
	Section 6.08	Termination
    of the Special Servicer	451
	Section 6.09	The
    Directing Holder, the Controlling Class Representative and the Risk Retention Consultation Parties	461
	 	 	 
	Article VII

                                                                                 

                                                                                DEFAULT

	 
	Section 7.01	Servicer
    Termination Events	472
	Section 7.02	Trustee
    to Act; Appointment of Successor	480
	Section 7.03	Notification
    to Certificateholders	481
	Section 7.04	Other
    Remedies of Trustee	482
	Section 7.05	Waiver
    of Past Servicer Termination Events and Operating Advisor Termination Events; Termination	482
	Section 7.06	Termination
    of the Operating Advisor	484
	 	 	 
	Article VIII

                                                                      

                                                                     CONCERNING THE TRUSTEE and The Certificate Administrator

	 
	Section 8.01	Duties
    of the Trustee and the Certificate Administrator	487
	Section 8.02	Certain
    Matters Affecting the Trustee and the Certificate Administrator	490
	Section 8.03	Neither
    the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans	494
	Section 8.04	Trustee
    and Certificate Administrator May Own Certificates	495
	Section 8.05	Payment
    of Trustee/Certificate Administrator Fees and Expenses; Indemnification	495
	Section 8.06	Eligibility
    Requirements for the Trustee and the Certificate Administrator	498
	Section 8.07	Resignation
    and Removal of the Trustee or the Certificate Administrator	499
	Section 8.08	Successor
    Trustee or Successor Certificate Administrator	501
	Section 8.09	Merger
    or Consolidation of the Trustee or the Certificate Administrator	502
	Section 8.10	Appointment
    of Co-Trustee or Separate Trustee	502
	Section 8.11	Access
    to Certain Information	504
	 	 	 
	Article
        IX

         

        TERMINATION;
        OPTIONAL MORTGAGE LOAN PURCHASE

         

	Section 9.01 	Termination;
    Optional Mortgage Loan Purchase	506



 



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Page


 





	Article
                                         X

                                                

                                               EXCHANGE
                                         ACT REPORTING AND REGULATION AB COMPLIANCE

	 
	Section 10.01	Intent
    of the Parties; Reasonableness	514
	Section 10.02	Succession;
    Sub-Servicers; Subcontractors	515
	Section 10.03	Filing
    Obligations	518
	Section 10.04	Form 10-D
    and Form ABS-EE Filings	519
	Section 10.05	Form 10-K
Filings	523
	Section 10.06	Sarbanes-Oxley
    Certification	527
	Section 10.07	Form 8-K
    Filings	527
	Section 10.08	Annual
    Compliance Statements	530
	Section 10.09	Annual
    Reports on Assessment of Compliance With Servicing Criteria	531
	Section 10.10	Annual
    Independent Public Accountants’ Servicing Report	533
	Section 10.11	Significant
    Obligors	534
	Section 10.12	Indemnification	535
	Section 10.13	Amendments	538
	Section 10.14	Regulation
    AB Notices	538
	Section 10.15	Termination
    of the Certificate Administrator	539
	Section 10.16	Termination
    of the Master Servicer or the Special Servicer	539
	Section 10.17	Termination
    of Sub-Servicing Agreements	539
	Section 10.18	Notification
    Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan	540
	Section 10.19	Termination
    of Exchange Act Filings With Respect to the Trust	542
	 	 	 
	Article
                                         XI

                                                

                                               ASSET
                                         REVIEW PROVISIONS

	 
	Section 11.01	Asset
    Review	543
	Section 11.02	Payment
    of Asset Representations Asset Review Fee and Expenses; Limitation of Liability	550
	Section 11.03	Resignation
    of the Asset Representations Reviewer	551
	Section 11.04	Restrictions
    of the Asset Representations Reviewer	552
	Section 11.05	Termination
    of the Asset Representations Reviewer	552
	 	 	 
	 	 	 
	Article
                                         XII

                                                

                                               MISCELLANEOUS
                                         PROVISIONS

	 
	Section 12.01	Counterparts	555
	Section 12.02	Limitation
    on Rights of Certificateholders	556
	Section 12.03	Governing
    Law	557
	Section 12.04	Notices	557
	Section 12.05	Severability
    of Provisions	566
	Section 12.06	Notice
    to the Rule 17g-5 Information Provider, Depositor and Each Rating Agency	566
	Section 12.07	Amendment	568
	Section 12.08	Confirmation
    of Intent	572







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Page


 


	Section 12.09	Third-Party
    Beneficiaries	572
	Section 12.10	Request
    by Certificateholders or the Serviced Companion Loan Holder	573
	Section 12.11	Waiver
    of Jury Trial	573
	Section 12.12	Submission
    to Jurisdiction	574
	Section 12.13	Exchange
    Act Rule 17g-5 Procedures	574
	Section 12.14	Cooperation
    With the Mortgage Loan Sellers With Respect to Rights Under the Loan Agreements	580
	Section 12.15	Electronic
    Signatures	580







 




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	TABLE
    OF EXHIBITS
	Exhibit A-1	Form
    of Class A-1 Certificate
	Exhibit A-2	Form
    of Class A-2 Certificate
	Exhibit A-3	Form
    of Class A-3 Certificate
	Exhibit
    A-4	Form
    of Class A-4 Certificate
	Exhibit A-5	Form
    of Class A-5 Certificate
	Exhibit A-6	Form
    of Class A-AB Certificate
	Exhibit A-7	Form
    of Class X-A Certificate
	Exhibit A-8	Form
    of Class A-S Certificate
	Exhibit A-9	Form
    of Class B Certificate
	Exhibit A-10	Form
    of Class C Certificate
	Exhibit
    A-11	Form
    of Class X-B Certificate
	Exhibit
    A-12	Form
    of Class X-D Certificate
	Exhibit
    A-13	Form
    of Class X-F Certificate
	Exhibit
    A-14	Form
    of Class X-G Certificate
	Exhibit A-15	Form
    of Class X-H Certificate
	Exhibit A-16	Form
    of Class X-J Certificate
	Exhibit
    A-17	Form
    of Class D Certificate
	Exhibit A-18	Form
    of Class E Certificate
	Exhibit A-19	Form
    of Class F Certificate
	Exhibit A-20	Form
    of Class G Certificate
	Exhibit
    A-21	Form
    of Class H Certificate
	Exhibit
    A-22	Form
    of Class J Certificate
	Exhibit
    A-23	Form
    of Class R Certificate
	Exhibit
    A-24	Form
    of Class S Certificate
	Exhibit A-25	Form
    of Class 360A Certificate
	Exhibit A-26	Form
    of Class 360X Certificate
	Exhibit
    A-27	Form
    of Class 360B Certificate
	Exhibit
    A-28	Form
    of Class 360C Certificate
	Exhibit
    A-29	Form
    of Class 360D Certificate
	Exhibit
    A-30	Form
    of Class 360E Certificate
	Exhibit
    A-31	Form
    of Class 360RR Certificate
	Exhibit A-32	Form
    of Class 111A Certificate
	Exhibit
    A-33	Form
    of Class 111B Certificate
	Exhibit
    A-34	Form
    of Class 111C Certificate
	Exhibit
    A-35	Form
    of Class 111D Certificate
	Exhibit
    A-36	Form
    of Class 111E Certificate
	Exhibit B	Mortgage
    Loan Schedule
	Exhibit C	Form
    of Request for Release
	Exhibit D	Form
    of Distribution Date Statement
	Exhibit E	Form
    of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate
	Exhibit F	Form
    of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate
	Exhibit G	Form
    of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted
    Period



 






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	Exhibit H	Form
    of Certification to be given by Certificate Owner of Temporary Regulation S Global Certificate
	Exhibit I	Form
    of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Global Certificate
	Exhibit J	Form
    of Transfer Certificate for Non-Book Entry Certificate to Regulation S Global Certificate
	Exhibit K	Form
    of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Global Certificate
	Exhibit L-1	Form
    of Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as Amended
	Exhibit L-2A	Form
    of Transferor Letter for Transfer of Class R Certificates
	Exhibit L-2B	Form
    of Transferor Letter for Transfer of Non-Book Entry Certificates (other than Public Certificates)
	Exhibit L-3	Form
    of Transferee Letter
	Exhibit L-4	Form
    of Investment Representation Letter
	Exhibit L-5A	Form
    of Transferee Certificate for Transfer of Uncertificated VRR Interest
	Exhibit
    L-5B	Form
    of Transferee Certificate for Transfer of Uncertificated 111RR Interest
	Exhibit L-5C	[RESERVED]
	Exhibit L-5D	Form
    of Transferee Certificate for Transfer of Class 360RR Certificates
	Exhibit L-6A	Form
    of Transferor Certificate for Transfer of Uncertificated VRR Interest
	Exhibit
    L-6B	Form
    of Transferor Certificate for Transfer of Uncertificated 111RR Interest
	Exhibit L-6C	[RESERVED]
	Exhibit L-6D	Form
    of Transferor Certificate for Transfer of Class 360RR Certificates
	Exhibit M-1A	Form
    of Investor Certification for Non-Borrower Party (for persons other than the Controlling Class Representative, a Controlling
    Class Certificateholder, the 360 Rosemary Controlling Class Representative, a 360 Rosemary Controlling Class Certificateholder,
    the 111 River Street Controlling Class Representative and/or a 111 River Street Controlling Class Certificateholder)
	Exhibit
    M-1B	Form
    of Investor Certification for Non-Borrower Party (for the Controlling Class Representative, Controlling Class Certificateholder,
    the 360 Rosemary Controlling Class Representative, a 360 Rosemary Controlling Class Certificateholder, the 111 River Street
    Controlling Class Representative and/or a 111 River Street Controlling Class Certificateholder)
	Exhibit
    M-1C	Form
    of Investor Certification for Borrower Party (for the Controlling Class Representative, a Controlling Class Certificateholder,
    the 360 Rosemary Controlling Class Representative, a 360 Rosemary Controlling Class Certificateholder, the 111 River Street
    Controlling 



 






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	 	Class Representative and/or a 111 River Street Controlling Class Certificateholder)
	Exhibit
    M-1D	Form
    of Investor Certification for Borrower Party (for persons other than the Controlling Class Representative, a Controlling
    Class Certificateholder, a Risk Retention Consultation Party, a Holder of Class VRR Certificate(s), the 360 Rosemary
    Controlling Class Representative, a 360 Rosemary Controlling Class Certificateholder, the 111 River Street Controlling Class
    Representative and/or a 111 River Street Controlling Class Certificateholder or a Combined Uncertificated VRR Interest Owner)
	Exhibit
    M-1E	Form
    of Investor Certification for Borrower Party (for a Risk Retention Consultation Party, a Holder of Class VRR Certificate(s)
    or a Combined Uncertificated VRR Interest Owner)
	Exhibit
    M-1F	Form
    of Notice of Excluded Controlling Class Holder
	Exhibit
    M-1G	Form
    of Notice of Excluded Controlling Class Holder to Certificate Administrator
	Exhibit
    M-1H	Form
    of Certification of the Controlling Class Representative, the 360 Rosemary Controlling Class Representative and the 111
    River Street Controlling Class Representative
	Exhibit
    M-1I	Form
    of Certification of a Risk Retention Consultation Party
	Exhibit M-2A	Form
    of Investor Certification for Exercising Voting Rights or Pooled Voting Rights for Non-Borrower Party
	Exhibit M-2B	Form
    of Investor Certification for Exercising Voting Rights or Pooled Voting Rights for Borrower Party
	Exhibit M-3	Form
    of Online Vendor Certification
	Exhibit M-4	Form
    of Confidentiality Agreement
	Exhibit M-5	Form
    of NRSRO Certification
	Exhibit N	Custodian
    Certification
	Exhibit O	Servicing
    Criteria to be Addressed in Assessment of Compliance
	Exhibit P	[RESERVED]
	Exhibit Q	Retained
    Defeasance Rights and Obligations Mortgage Loans
	Exhibit R	Form
    of Operating Advisor Annual Report
	Exhibit S	Sub-Servicing
    Agreements
	Exhibit T	Form
    of Recommendation of Special Servicer Termination
	Exhibit U	Additional
    Form 10-D Disclosure
	Exhibit V	Additional
    Form 10-K Disclosure
	Exhibit W-1	Form
    of Additional Disclosure Notification
	Exhibit
    W-2	Form
    of Additional Disclosure Notification (Accounts)
	Exhibit
    W-3	Form
    of Notice of Additional Indebtedness Notification
	Exhibit X	Form Certification
    to be Provided with Form 10-K
	Exhibit Y-1	Form
    of Certification to be Provided to Depositor by the Certificate Administrator
	Exhibit Y-2	Form
    of Certification to be Provided to Depositor by the Master Servicer
	Exhibit Y-3	Form
    of Certification to be Provided to Depositor by the Special Servicer



 






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	Exhibit Y-4	Form
    of Certification to be Provided to Depositor by the Operating Advisor
	Exhibit
    Y-5	Form
    of Certification to be Provided to Depositor by the Custodian
	Exhibit
    Y-6	Form
    of Certification to be Provided to Depositor by the Trustee
	Exhibit
    Y-7	Form
    of Certification to be Provided to Depositor by the Asset Representations Reviewer
	Exhibit
    Y-8	Form
    of Certification to be Provided to Depositor by a Sub-Servicer
	Exhibit Z	Form 8-K
    Disclosure Information
	Exhibit AA-1	Form
    of Power of Attorney for Master Servicer
	Exhibit
    AA-2	Form
    of Power of Attorney for Special Servicer
	Exhibit BB	Class A-AB
    Scheduled Principal Balance
	Exhibit CC-1	Form
    of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit
    CC-2	Form
    of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit
    DD	Form
    of Notice and Certification Regarding Defeasance of Mortgage Loan
	Exhibit
    EE	[RESERVED]
	Exhibit
    FF-1	Form
    of Notice Regarding Outside Serviced Mortgage Loan (2 Riverfront Plaza) [TO BE SENT UPON THE RELATED SERVICING SHIFT DATE]
	Exhibit
    FF-2	Form
    of Notice Regarding Outside Serviced Mortgage Loan (AMF Portfolio)
	Exhibit
    FF-3	Form
    of Notice Regarding Outside Serviced Mortgage Loan (Bedrock Portfolio)
	Exhibit
    FF-4	Form
    of Notice Regarding Outside Serviced Mortgage Loan (Coleman Highline Phase IV)
	Exhibit
    FF-5	Form
    of Notice Regarding Outside Serviced Mortgage Loan (IPCC National Storage Portfolio XV) [TO BE SENT UPON THE RELATED SERVICING
    SHIFT DATE]
	Exhibit
    FF-6	Form
    of Notice Regarding Outside Serviced Mortgage Loan (Hudson Commons)
	Exhibit
    FF-7	Form
    of Notice Regarding Outside Serviced Mortgage Loan (601 Lexington)
	Exhibit
    FF-8	Form
    of Notice Regarding Outside Serviced Mortgage Loan (Meadowood Mall)
	 	 
	Exhibit
    FF-9	Form
    of Notice Regarding Outside Serviced Mortgage Loan (Wyndham National Hotel Portfolio)
	Exhibit
    GG	Serviced
    Loans With Holdbacks, Escrows or Reserves Exceeding, In The Aggregate, 10% of the Initial Principal Balance of the related
    Serviced Loan
	Exhibit
    HH	Form
    of Asset Review Report
	Exhibit
    II	Form
    of Asset Review Report Summary
	Exhibit
    JJ	Asset
    Review Procedures







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	Exhibit
    KK	Form
    of Certification to Certificate Administrator Requesting Access to Secure Data Room
	Exhibit
    LL	Form
        of Notice of [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger]

        

	Exhibit
    MM	Form
    of Certificate Administrator Receipt in Respect of Risk Retention Certificates
	Exhibit
    NN	Initial
    Serviced Companion Loan Holders



 



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Pooling
and Servicing Agreement, dated as of February 1, 2022, among BMO Commercial Mortgage Securities LLC, as Depositor, KeyBank National
Association, as Master Servicer, CWCapital Asset Management LLC, as Special Servicer, Situs Holdings, LLC, as a Special Servicer,
solely with respect to the 360 Rosemary Loan Combination, KeyBank National Association, as a Special Servicer solely with respect
to the 111 River Street Loan Combination, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
Computershare Trust Company, National Association, as Certificate Administrator, and Wilmington Trust, National Association, as
Trustee.


 


PRELIMINARY
STATEMENT:


 


(Terms
used but not defined in this Preliminary

Statement shall have the meanings

specified in Article I hereof)


 


The
Depositor intends to sell pass-through certificates to be issued hereunder in multiple classes which in the aggregate, together
with the Combined Uncertificated VRR Interest, will evidence the entire beneficial ownership interest in the Trust Fund consisting
primarily of the Mortgage Loans and the Trust Subordinate Companion Loans. As provided herein, the Certificate Administrator will
elect that four segregated portions of the Trust Fund (other than any VRR Specific Grantor Trust Assets and any Class S Specific
Grantor Trust Assets) be treated for federal income tax purposes as four separate REMICs (designated as the “360 Rosemary
REMIC,” the “111 River Street REMIC,” the “Upper-Tier REMIC” and the “Lower-Tier
REMIC”, respectively).


 


In
addition, the parties intend that the portion of the Trust Fund consisting of any VRR Specific Grantor Trust Assets and any Class S
Specific Grantor Trust Assets will be treated as a grantor trust under subpart E of Part I of subchapter J of the Code. Solely
for federal income tax purposes, the Class VRR Certificates and the Combined Uncertificated VRR Interest shall represent
undivided beneficial interests in any VRR Specific Grantor Trust Assets, and the Class S Certificates shall represent undivided
beneficial interests in any Class S Specific Grantor Trust Assets.


 


360
ROSEMARY REMIC


 


The
360 Rosemary REMIC will hold the 360 Rosemary Trust Subordinate Companion Loan and will issue (i) 6 classes of uncertificated
360 Rosemary Regular Interests (designated as the Class L360A, Class L360B, Class L360C, Class L360D, Class L360E
and Class L360RR 360 Rosemary Regular Interests, respectively), each of which will constitute a class of “regular interests”
in the 360 Rosemary REMIC, and (ii) the 360 Rosemary Residual Interest, which will be the sole class of “residual interests”
in the 360 Rosemary REMIC and will be evidenced by the Class R Certificates.


 



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The
following table sets forth the per annum rate at which interest will accrue on, and the original 360 Rosemary Principal
Balance of, each 360 Rosemary Regular Interest:


 


	Designation
of 360 Rosemary Regular Interest 
	Interest
Rate 
	Original
360 Rosemary Principal Balance 

	Class L360A	(1)	$           20,750,000
	Class L360B	(1)	$           18,495,000
	Class L360C	(1)	$           18,650,000
	Class L360D	(1)	$           17,919,000
	Class L360E	(1)	$           18,838,000
	Class L360RR	(1)	$             6,150,000



 




 









(1)       Each
360 Rosemary Regular Interest will accrue interest at the Net Mortgage Pass-Through Rate on the 360 Rosemary Trust Subordinate
Companion Loan in effect from time to time.


 


The
360 Rosemary Residual Interest will not have a principal balance, will not bear interest and will not be entitled to distributions
of Yield Maintenance Charges. Any 360 Rosemary Available Funds remaining in the 360 Rosemary REMIC Distribution Account after
all distributions deemed made on the 360 Rosemary Regular Interests on any Distribution Date will be payable to the Holders of
the Class R Certificates in respect of the 360 Rosemary Residual Interest.


 


The
Holders of the 360 Rosemary Loan-Specific Certificates shall only be entitled to receive distributions in respect of, and shall
only incur losses with respect to, the 360 Rosemary Trust Subordinate Companion Loan, which is not part of the Mortgage Pool backing
the Pooled Certificates. No Class of Pooled Certificates has an interest in the 360 Rosemary Trust Subordinate Companion
Loan.


 





111
RIVER STREET REMIC


 


The
111 River Street REMIC will hold the 111 River Street Trust Subordinate Companion Loan and will issue (i) 6 classes of uncertificated
111 River Street Regular Interests (designated as the Class L111A, Class L111B, Class L111C, Class L111D,
Class L111E and LU111RR 111 River Street Regular Interests, respectively), each of which will constitute a class of “regular
interests” in the 111 River Street REMIC, and (ii) the 111 River Street Residual Interest, which will be the sole class
of “residual interests” in the 111 River Street REMIC and will be evidenced by the Class R Certificates.


 


The
following table sets forth the per annum rate at which interest will accrue on, and the original 111 River Street Principal
Balance of, each 111 River Street Regular Interest:



 



    - 2 -


     


    

 


 


	Designation
of 111 River Street Regular Interest 
	Interest
Rate 
	Original
111 River Street

Principal Balance 

	Class L111A	(1)	$           11,837,000
	Class L111B	(1)	$           13,826,000
	Class L111C	(1)	$           16,738,000
	Class L111D	(1)	$           17,465,000
	Class L111E	(1)	$           12,569,000
	LU111RR	(1)	$             3,815,000



 




 









(1)       Each
111 River Street Regular Interest will accrue interest at the Net Mortgage Pass-Through Rate on the 111 River Street Trust Subordinate
Companion Loan in effect from time to time.


 


The
111 River Street Residual Interest will not have a principal balance, will not bear interest and will not be entitled to distributions
of Yield Maintenance Charges. Any 111 River Street Available Funds remaining in the 111 River Street REMIC Distribution Account
after all distributions deemed made on the 111 River Street Regular Interests on any Distribution Date will be payable to the
Holders of the Class R Certificates in respect of the 111 River Street Residual Interest.


 


The
Holders of the 111 River Street Loan-Specific Certificates and the 111RR Interest Owner shall only be entitled to receive distributions
in respect of, and shall only incur losses with respect to, the 111 River Street Trust Subordinate Companion Loan, which is not
part of the Mortgage Pool backing the Pooled Certificates. No Class of Pooled Certificates has an interest in the 111 River
Street Trust Subordinate Companion Loan.


 


LOWER-TIER
REMIC


 


The
Lower-Tier REMIC will hold the Mortgage Loans (exclusive of any Excess Interest) and will issue (i) 16 classes of uncertificated
Lower-Tier Regular Interests (designated as the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5,
Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class
LJ and Class LVRR Lower-Tier Regular Interests, respectively), each of which will constitute a class of “regular interests”
in the Lower-Tier REMIC, and (ii) the Lower-Tier Residual Interest, which will be the sole class of “residual interests”
in the Lower-Tier REMIC and will be evidenced by the Class R Certificates.


 


The
following table sets forth the per annum rate at which interest will accrue on, and the original Lower-Tier Principal Balance
of, each Lower-Tier Regular Interest:


 


	Designation
of Lower-Tier 

Regular Interest 
	Interest
Rate 
	Original
Lower-Tier 

Principal Balance 

	Class LA-1	(1)	$           17,581,000
	Class LA-2	(1)	$         150,154,000
	Class
    LA-3	(1)	$           67,774,000
	Class
    LA-4	(1)	$         191,001,000
	Class LA-5	(1)	$         318,660,000
	Class LA-AB	(1)	$           25,170,000
	Class LA-S	(1)	$           93,541,000



 



    - 3 -


     


    

 





	Class LB	(1)	$           52,273,000
	Class LC	(1)	$           49,522,000
	Class LD	(1)	$           31,639,000
	Class LE	(1)	$           23,385,000
	Class
    LF	(1)	$           13,756,000
	Class
    LG	(1)	$           17,883,000
	Class
    LH	(1)	$           23,385,000
	Class
    LJ	(1)	$           24,761,779
	Class LVRR	(1)	$           21,521,930


___________________________





(1)       Each
Lower-Tier Regular Interest will accrue interest at the WAC Rate in effect from time to time.


 


The
Lower-Tier Residual Interest will not have a Lower-Tier Principal Balance, will not bear interest and will not be entitled to
distributions of Yield Maintenance Charges. Any Aggregate Available Funds remaining in the Lower-Tier REMIC Distribution Account
after all distributions deemed made on the Lower-Tier Regular Interests on any Distribution Date will be payable to the Holders
of the Class R Certificates in respect of the Lower-Tier Residual Interest.


 


UPPER-TIER
REMIC


 


The
Upper-Tier REMIC will hold the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River Street Regular
Interests and will issue (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class 360A, Class 360B,
Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D and Class 111E
Certificates, each class of which evidences a class of “regular interests” in the Upper-Tier REMIC, (ii) the
Uncertificated 111RR Interest and the Class VRR Upper-Tier Regular Interest, each of which will be a class of “regular
interests” in the Upper-Tier REMIC, (iii) the Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H,
Class X-J and Class 360X Certificates, each class of which evidences one or more classes of “regular interests” in
the Upper-Tier REMIC, and (iv) the Upper-Tier Residual Interest, which will be the sole class of “residual interests”
in the Upper-Tier REMIC and will also be evidenced by the Class R Certificates.


 


The
following table sets forth the approximate initial pass-through rate and the original Certificate Balance or, in the case of the
Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J and Class 360X Certificates,
original Notional Amount, as applicable, for each Class of Non-Uncertificated VRR Retained Pooled Regular Certificates and
Loan-Specific Certificates and for the 111 River Street Interest and the Class VRR Upper-Tier Regular Interest:


 


	Class Designation 
	Approximate
Initial Pass-Through Rate (per annum) 
	Original Certificate Balance / Original Notional Amount 



	Class A-1	2.19800%	$	 17,581,000	 
	Class A-2	3.28100%	$	 150,154,000	 
	Class A-3	2.95000%	$	 67,774,000	 



 



    - 4 -


     


    

 





	Class A-4	3.11900%	$	  191,001,000	 
	Class A-5	3.37400%	$	 318,660,000	 
	Class A-AB	3.35100%	$	 25,170,000	 
	Class X-A(1)	0.49096%	$	 863,881,000	 
	Class A-S	3.67600%	$	 93,541,000	 
	Class B	3.46800%	$	 52,273,000	 
	Class C	3.61700%	$	49,522,000	 
	Class X-B(1)	0.22676%	$	101,795,000	 
	Class X-D(1)	1.76725%	$	 55,024,000	 
	Class X-F(1)	1.51725%	$	 13,756,000	 
	Class X-G(1)	1.51725%	$	 17,883,000	 
	Class X-H(1)	1.51725%	$	 23,385,000	 
	Class
    X-J(1)	1.51725%	$	 24,761,779	 
	Class D	2.00000%	$	 31,639,000	 
	Class E	2.00000%	$	 23,385,000	 
	Class
    F	2.25000%	$	 13,756,000	 
	Class
    G	2.25000%	$	 17,883,000	 
	Class
    H	2.25000%	$	 23,385,000	 
	Class
    J	2.25000%	$	 24,761,779	 
	Class 360A	3.77600%	$	 20,750,000	 
	Class 360X	0.17100%	$	 20,750,000	 
	Class 360B	3.94700%	$	 18,495,000	 
	Class 360C	3.94700%	$	 18,650,000	 
	Class 360D	3.94700%	$	 17,919,000	 
	Class 360E	3.94700%	$	 18,838,000	 
	Class
    360RR	3.94700%	$	 6,150,000	 
	Class
    111A	3.27700%	$	 11,837,000	 
	Class
    111B	3.27700%	$	 13,826,000	 
	Class 111C	3.27700%	$	 16,738,000	 
	Class 111D	3.27700%	$	 17,465,000	 
	Class
    111E	3.27700%	$	 12,569,000	 
	Uncertificated
    111RR Interest	(2)	$	 3,815,000	 
	Class VRR
    Upper-Tier Regular Interest	(3)	$	21,521,930	(4)



 







 






(1)       The
Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J and Class 360X Certificates
will not have Certificate Balances; rather, each such Class of Certificates will accrue interest as provided herein on the
related Notional Amount.





(2)       Other
than for tax reporting purposes, the 111RR Interest will not have a specified Pass-Through Rate, but will be entitled to interest
on any Distribution Date equal to the 111RR Interest Distribution Amount for such Distribution Date. For tax reporting purposes,
the 111RR Interest will accrue interest at the Net Mortgage Pass-Through Rate on the 111 River Street Trust Subordinate Companion
Loan in effect from time to time.





(3)       Other
than for tax reporting purposes, the Class VRR Upper-Tier Regular Interest will not have a Pass-Through Rate, but will be
entitled to interest on any Distribution Date equal to the VRR Interest Distribution Amount for such Distribution Date as set
forth in Section 4.01(c). For tax reporting purposes, the Class VRR Upper-Tier Regular Interest will accrue interest
at the WAC Rate in effect from time to time.





(4)       $21,521,930
is also the initial Combined Uncertificated VRR Interest Balance.


 



    - 5 -


     


    

 





The
Upper-Tier Residual Interest will not have a Certificate Balance or Notional Amount, will not bear interest and will not be entitled
to distributions of Yield Maintenance Charges. Any Available Funds remaining in the Upper-Tier REMIC Distribution Account, after
all required distributions under this Agreement have been made with respect to the Regular Certificates, the Uncertificated 111RR
Interest and the Class VRR Upper-Tier Regular Interest, will be distributed to the Holders of the Class R Certificates in
respect of the Upper-Tier Residual Interest.


 


The
following table sets forth, with respect to each Class of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates
and Loan-Specific Principal Balance Certificates and with respect to the Class VRR Upper-Tier Regular Interest, the corresponding
Lower-Tier Regular Interest (the “Corresponding Lower-Tier Regular Interest”), 360 Rosemary Regular Interest
(the “Corresponding 360 Rosemary Regular Interest”) or 111 River Street Regular Interest (the “Corresponding
111 River Street Regular Interest”), as applicable, and any corresponding component of the Class X Certificates
(the “Corresponding Component”). Each Class of Non-Uncertificated VRR Retained Pooled Principal Balance
Certificates constitutes the “Corresponding Certificates” with respect to each of the Corresponding Lower-Tier
Regular Interest and the Corresponding Component (if any) for that Class. The Class VRR Upper-Tier Regular Interest is deemed
to be the “Corresponding Certificates” with respect to the Class LVRR Lower-Tier Regular Interest. Each Class
of 360 Rosemary Loan-Specific Principal Balance Certificates constitutes the “Corresponding Certificates” with
respect to each of the Corresponding 360 Rosemary Regular Interest and the Corresponding Component (if any) for that Class. Each
Class of 111 River Street Loan-Specific Certificates constitutes the “Corresponding Certificates” with respect
to the Corresponding 111 River Street Regular Interest for that Class. The Uncertificated 111RR Interest is deemed to be the “Corresponding
Certificate” with respect to the LU111RR 111 River Street Lower-Tier Regular Interest.


 


	Class Designation 
	Corresponding
Lower-Tier Regular Interest, 360 Rosemary Regular Interest or 111 River Street Regular Interest(1) 
	Corresponding


Component(1) 

	Class A-1	Class LA-1	Class A-1
	Class A-2	Class LA-2	Class A-2
	Class A-3	Class LA-3	Class A-3
	Class A-4	Class LA-4	Class A-4
	Class A-5	Class LA-5	Class A-5
	Class A-AB	Class LA-AB	Class A-AB
	Class A-S	Class LA-S	Class A-S
	Class B	Class LB	Class B
	Class C	Class LC	Class C
	Class D	Class LD	Class D
	Class E	Class LE	Class E
	Class
    F	Class
    LF	Class
    F
	Class
    G	Class
    LG	Class
    G
	Class
    H	Class
    LH	Class
    H






	Class
    J	Class
    LJ	Class
    J





 



    - 6 -


     


    




 


 


	Class VRR
    Upper-Tier Regular Interest	Class LVRR	N/A
	Class 360A	Class L360A	Class
    360A
	Class 360B	Class L360B	N/A
	Class 360C	Class L360C	N/A
	Class 360D	Class L360D	N/A
	Class 360E	Class L360E	N/A
	Class 360RR	Class L360RR	N/A
	Class
    111A	Class
    L111A	N/A
	Class
    111B	Class
    L111B	N/A
	Class
    111C	Class
    L111C	N/A
	Class
    111D	Class
    L111D	N/A
	Class
    111E	Class
    L111E	N/A
	Uncertificated
    111RR Interest	Class
    LUVRR	N/A



 




 






(1)       The
Corresponding Lower-Tier Regular Interest and the Corresponding Component, if any, with respect to any Class of Non-Uncertificated
VRR Retained Pooled Principal Balance Certificates are also the Corresponding Lower-Tier Regular Interest and Corresponding Component
with respect to each other.


 


GRANTOR
TRUST


 


The
portions of the Trust Fund consisting of the VRR Specific Grantor Trust Assets and the Class S Specific Grantor Trust Assets
shall be treated as a grantor trust under subpart E, part I of subchapter J of the Code (the “Grantor Trust”)
for federal income tax purposes. The Class VRR Certificates (if issued) and the Combined Uncertificated VRR Interest (with
a Combined Uncertificated VRR Interest Balance of $21,521,930) shall represent undivided beneficial interests in the portion of
the Grantor Trust consisting of the VRR Specific Grantor Trust Assets, and the Class S Certificates shall represent undivided
beneficial interests in the portion of the Grantor Trust consisting of the Class S Specific Grantor Trust Assets. As provided
herein, the Certificate Administrator shall not take any actions that would cause the Grantor Trust to either (i) lose its status
as a “grantor trust” or (ii) be treated as part of any Trust REMIC.


 


LOAN
COMBINATIONS


 


The
following table (the “Loan Combination Table”) identifies, by loan number for the related Mortgage Loan and
name of the related Mortgaged Property or portfolio of Mortgaged Properties (in each case as set forth on the Mortgage Loan Schedule),
each of the Loan Combinations related to the Trust as of the Closing Date, and further, with respect to each such Loan Combination,
sets forth or otherwise identifies as of the Closing Date: (1) whether the subject Loan Combination is a Serviced Loan Combination,
an Outside Serviced Loan Combination or a Servicing Shift Loan Combination; (2) in the case of an Outside Serviced Loan Combination,
the applicable Outside Servicing Agreement; (3) the date of the related Co-Lender Agreement; and (4) the Note(s) that evidences
or collectively evidence, as applicable, (a) the related Mortgage Loan, (b) any related Pari Passu Companion Loan(s) and (c) any
related Subordinate Companion Loan(s).


 



    - 7 -


     


    

 





	Loan
No. for related Mortgage Loan 
	Name
of related Mortgaged Property or Portfolio of Mortgaged Properties 
	Servicing
Type 
	Outside
Servicing Agreement 
	Date
of Co-Lender Agreement 
	Mortgage
Loan 
	Pari
Passu Companion Loan(s) 
	Subordinate
Companion Loan(s)

	1	IPCC
    National Storage Portfolio XVI 	Serviced	N/A	December
    16, 2021	Note
        A-1

         

        Note
        A-4

         
	Note
        A-2

        

        Note
        A-3

        

        Note
        A-5

        
	N/A
	2	360
    Rosemary 	Serviced	N/A	February
    [__], 2022	Note
A-1 

        Note
        A-2

         
	Note
        A-3

        

        Note
        A-4

        

        Note
        A-5

        
	Note
        B

        

        Note
        C

         

	4	Coleman
    Highline Phase IV 	Outside
    Serviced	BBCMS
    2022-C14	February
    [__], 2022	Note
A-8 

        Note
        A-9

         
	Note
        A-1

        

        Note
        A-2

        

        Note
        A-3

        

        Note
        A-4

        

        Note
        A-5

        

        Note
        A-6

        

        Note
        A-7

        
	Note
        B-1

        

        Note
        B-2

         

	5	AMF
    Portfolio 	Outside
    Serviced	BBCMS
    2021-C12	October
    29, 2021	Note
A-4 

        Note
        A-5-1

         
	Note
        A-1

        

        Note
        A-2

        

        Note
        A-3

        

        Note
        A-5-2

        

        Note
        A-6

        

        Note
        A-7

        

        Note
        A-8

        

        Note
        A-9

        

        Note
        A-10

        
	N/A
	6	601
    Lexington Avenue 	Outside
    Serviced	BXP
    Trust 2021-601L	December
    29, 2021	A-2-C3-1	Note
        A-1-S1

        

        Note
        A-1-C1

        

        Note
        A-1-C2

        

        Note
        A-1-C3

        

        Note
        A-1-C4

        

        Note
        A-2-S1

        

        Note
        A-2-C1

        

        Note
        A-2-C2-1

        

        Note
        A-2-C2-2

        

        Note
        A-2-C3-2

        

        Note
        A-2-C4

        

        Note
        A-3-S1

        

        Note
        A-3-C1

        

        Note
        A-3-C2

        

        Note
        A-3-C3

        

        Note
        A-3-C4

        

        Note
        A-4-S1

        

        Note
        A-4-C1

        

        Note
        A-4-C2-1

        

        Note
        A-4-C2-2

        

        Note
        A-4-C3

        

        Note
        A-4-C4

        
	Note
        B-1

        

        Note
        B-2

        

        Note
        B-3

        

        Note
        B-4

         

	7	Hudson
    Commons 	Outside
    Serviced	COMM
    2022-HC	December
    17, 2021	Note
    A-5	Note
        A-1

        

        Note
        A-2

        

        Note
        A-3

        

        Note
        A-4

        

        Note
        A-6

        
	Note
    B
	8	Bedrock
    Portfolio 	Outside
    Serviced	Benchmark
    2022-B32	January
    1, 2022	Note
    A-2-1	Note
        A-1-1

        

        Note
        A-1-2

        

        Note
        A-1-3

        

        Note
        A-1-4

        

        

        

        

        

        

        

        

        

        

        
	N/A



 



    - 8 -


     


    

 


	Loan
No. for related Mortgage Loan 
	Name
of related Mortgaged Property or Portfolio of Mortgaged Properties 
	Servicing
Type 
	Outside
Servicing Agreement 
	Date
of Co-Lender Agreement 
	Mortgage
Loan 
	Pari
Passu Companion Loan(s) 
	Subordinate
Companion Loan(s)

	 	 	 	 	 	 	Note A-1-5

                                                                                Note
        A-1-6

                                                                                Note
        A-2-2

                                                                                Note
        A-2-3

                                                                                Note
        A-2-4
	 
	9	IPCC National Storage Portfolio XV 

                                                                                 
	Servicing
    

Shift	N/A	December
    16, 2021	Note
        A-2

        

        Note
A-3
	Note
        A-1

        

        Note
        A-4

        
	N/A
	10	111
    River Street 	Serviced	N/A	February
    [__], 2022	Note
    A-1	Note
        A-2

        

        Note
        A-3

         
	Note
    B
	11	2
    Riverfront 

Plaza 	 Servicing
    Shift	N/A	February
    [__], 2022	Note
    A-1	Note
        A-2

        

        Note
        A-3

        

        Note
        A-4

        

        Note
        A-5

        
	N/A
	15	NYC
    MFRT Portfolio 	Serviced	N/A	February
    [__], 2022	Note
    A-1	Note
        A-2

        

        Note
        A-3

        
	N/A
	20	Wyndham
    National Hotel Portfolio 	Outside
    Serviced	UBS
    2019-C18	December
    20, 2019	Note
    A-4	Note
        A-1

        

        Note
        A-2

        

        Note
        A-3

        

        Note
        A-5

        

        Note
        A-6

        

        Note
        A-7

        

        Note
        A-8

        

        Note
        A-9

        

        Note
        A-10

        

        Note
        A-11

        

        Note
        A-12

        
	N/A
	22	Meadowoods
    Mall 	Outside
    Serviced	Wells
    Fargo Commercial Mortgage Trust 2021-C61	November
    5, 2021	Note
    A-3	Note
        A-1

        

        Note
        A-2

        

        Note
        A-4

        
	Note
    B



 

CREDIT
RISK RETENTION:


 


Pooled
Certificates


 


Sabal
will be the “retaining sponsor” (as such term is defined in Regulation RR) for the securitization transaction for
the securitization transaction constituted by the securitization of the Mortgage Pool and the issuance of the Pooled Certificates
and the Uncertificated VRR Interest.


 


On
the Closing Date, pursuant to the Sabal Mortgage Loan Purchase Agreement, as partial consideration for the Mortgage Loans that
Sabal is transferring to the Depositor, SSOF VRR LLC, a “majority-owned affiliate” (as defined in the Credit Risk
Retention Rules) of Sabal, will receive an “eligible vertical interest” (as such term is defined in Regulation RR)
in the form of Pooled Certificates representing approximately 3.14211% of the Certificate Balance or the Notional Amount, as applicable,
of each Class of Pooled Regular Certificates, and an approximately



    - 9 -


     


    

 


3.08184% Percentage Interest in the Class S Certificates (collectively,
the “Sabal VRR Interest Portion” or the “VRR2 Interest”).


 


On
the Closing Date, pursuant to the BMO Mortgage Loan Purchase Agreement, BMO, an “originator” (within the meaning of
Regulation RR) of the Mortgage Loans and/or portions thereof representing approximately 38.36% of the aggregate Cut-off Date Balance
of all the Mortgage Loans), will receive from the Depositor, an “eligible vertical interest” (as such term is defined
in Regulation RR) in the form of the Combined Uncertificated VRR Interest with an initial principal balance of $21,521,930 (the
“BMO VRR Interest Portion” or the “VRR1 Interest”), in exchange for a reduction in the price
that BMO is to receive for its sale to the Depositor of the Mortgage Loans and/or portions thereof that it is transferring to
the Depositor.


 


360
Rosemary Loan-Specific Certificates


 


BMO
will be the “retaining sponsor” (as such term is defined in Regulation RR) (the “360 Rosemary Retaining Sponsor”)
for the securitization transaction constituted by the securitization of the 360 Rosemary Trust Subordinate Companion Loan and
the issuance of the 360 Rosemary Loan-Specific Certificates. The 360 Rosemary Retaining Sponsor will satisfy its risk retention
requirements under Regulation RR with respect to such securitization by a third party purchaser (the “360 Rosemary Retaining
Third Party Purchaser”), which will be RICP III 360R HRR, LLC, purchasing, on the Closing Date for cash, and holding
for its own account an “eligible horizontal residual interest” (as defined in Regulation RR) that will consist of
the Class 360RR Certificates having a fair value equal to at least 5.0% of the aggregate fair value of all 360 Rosemary Loan-Specific
Certificates, as of the Closing Date.


 


111
River Street Loan-Specific Certificates


 


BMO
will be the “retaining sponsor” (as such term is defined in Regulation RR) (the “111 River Street Retaining
Sponsor”) for the securitization transaction constituted by the securitization of the 111 River Street Trust Subordinate
Companion Loan and the issuance of the 111 River Street Loan-Specific Certificates. The 111 River Street Retaining Sponsor will
satisfy its risk retention requirements under Regulation RR with respect to such securitization by it or its “majority-owned
affiliate” (as such term is defined in Regulation RR) holding for its own account an “eligible vertical interest”
(as defined in Regulation RR) that will consist of the Uncertificated 111RR Interest.


 


*
* * * *


 


As
of the Cut-Off Date, the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $1,122,007,709.


 


In
consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, each Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee agree as follows:


 



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Article
I



DEFINITIONS


 


Section 1.01          
Defined Terms. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires,
shall have the meanings specified in this Article.


 


“10-K
Filing Deadline”: As defined in Section 10.05 of this Agreement.


 


“111
River Street Available Funds”: The sum of the following amounts (without duplication) (which, for the avoidance of doubt,
will not include any amounts received in respect of the Mortgage Loans or 360 Rosemary Trust Subordinate Companion Loan):


 


(a)            the
aggregate amount of all cash received on the 111 River Street Trust Subordinate Companion Loan and, to the extent allocable to
the 111 River Street Trust Subordinate Companion Loan, any related REO Property that is 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 holder of any Mortgage Loan, any other Companion Loan, the holders of the Pooled Certificates or the holders of the 360
Rosemary Loan-Specific Certificates) and/or the 111 River Street Trust REMIC Distribution Account as of the close of business
on the business day immediately preceding the Master Servicer Remittance Date, exclusive of any portion of the foregoing that
represents (without duplication):


 


(i)       any
scheduled payments of principal and/or interest, including any balloon payments that are accompanied by interest due through the
related maturity date, paid by the related Mortgagor with respect to the 111 River Street Trust Subordinate Companion Loan, that
are due (without regard to grace periods) on a Due Date that occurs after the related Determination Date;


 


(ii)       payments
(scheduled or otherwise) of principal (including prepayments) and interest Net Liquidation Proceeds, Net Insurance Proceeds and
Net Condemnation Proceeds and other unscheduled recoveries allocable to the 111 River Street Trust Subordinate Companion Loan
that were received after the related Determination Date (other than the Trust’s interest in any related REO Property contemplated
by clause (b) of this definition for the subject Distribution Date);


 


(iii)       amounts
payable or reimbursable to any person (other than the 111 River Street Loan-Specific Certificateholders and the owner of the 111RR
Interest Owner) from the Collection Account pursuant to clauses (ii) through (ix), inclusive, of Section 3.06(a) of this
Agreement;


 


(iv)      with
respect to any Distribution Date occurring in January (other than during a leap year) or February of any calendar year (unless
such Distribution Date is the final Distribution Date), the related Withheld Amount related to the 111 River Street Trust Subordinate
Companion Loan to the extent those funds are on deposit in the Collection Account;


 



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(v)       Yield
Maintenance Charges on the 111 River Street Trust Subordinate Companion Loan (which are separately distributed to holders of the
111 River Street Loan-Specific Certificates and the 111RR Interest Owner);


 


(vi)       amounts
deposited in the Collection Account or the 111 River Street REMIC Distribution Account in error; and/or


 


(vii)       late
payment charges or accrued interest on the 111 River Street Trust Subordinate Companion Loan allocable to the default interest
rate for such Trust Subordinate Companion Loan, to the extent permitted by law, excluding any interest calculated at the Mortgage
Rate for the 111 River Street Trust Subordinate Companion Loan;


 


(b)            if
and to the extent not already included in clause (a) of this definition for the subject Distribution Date, the aggregate amount
allocable to the 111 River Street Trust Subordinate Companion Loan transferred from the REO Account to the Collection Account
for the subject Distribution Date, to the extent that such transfer is made or such remittance is received by the close of business
on the business day immediately preceding the related Master Servicer Remittance Date;


 


(c)            all
Compensating Interest Payments made by the Master Servicer with respect to the 111 River Street Trust Subordinate Companion Loan
for the subject Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect
to the 111 River Street Trust Subordinate Companion Loan for the subject Distribution Date (net of the related Trustee/Certificate
Administrator Fee and Operator Advisor Fee with respect to the 111 River Street Trust Subordinate Companion Loan for which such
Compensating Interest Payments or P&I Advances are made, to the extent not already deducted from 111 River Street Available
Funds pursuant to clause (a)(iii) of this definition);


 


(d)            with
respect to any Distribution Date occurring in March (or February, if such Distribution Date is the final Distribution Date),
commencing in 2023, the related Withheld Amounts related to the 111 River Street Trust Subordinate Companion Loan as required
to be deposited in the 111 River Street REMIC Distribution Account; and


 


(e)            with
respect to the Distribution Date occurring in March 2022 (if and to the extent not already included in clause (a) of this definition
for the subject Distribution Date), the related Initial Interest Deposit Amount with respect to the 111 River Street Trust Subordinate
Companion Loan remitted on the Closing Date by the related Mortgage Loan Seller to the Master Servicer pursuant to Section 1 of
the related Mortgage Loan Purchase Agreement.


 


“111
River Street Loan Combination”: The Loan Combination consisting of the 111 River Street Mortgage Loan, the 111 River
Street Trust Subordinate Companion Loan and the 111 River Street Pari Passu Companion Loans.


 


“111
River Street Mortgage Loan”: The Mortgage Loan evidenced by one senior pari passu promissory note designated as Note
A-1 made by the related Mortgagor (identified as


 



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Mortgage Loan No. 10 on the Mortgage Loan Schedule) and secured by the Mortgage
on the 111 River Street Mortgaged Property, which is included in the Trust and which is senior in right of payment to the 111
River Street Trust Subordinate Companion Loan to the extent set forth in the related Loan Documents and as provided in the 111
River Street Co-Lender Agreement.


 


“111
River Street Mortgaged Property”: The underlying real property securing the 111 River Street Loan Combination referred
to in the Mortgage Loan Schedule as “111 River Street,” as more fully described in the related Loan Documents.


 


“111
River Street Non-VRR Certificates”: The Class 111A, Class 111B, Class 111C, Class 111D and Class 111E Certificates.


 


“111
River Street Pari Passu Companion Loans”: The mortgage loans evidenced by two senior pari passu promissory notes designated
as Notes A-2 and A-3 made by the related Mortgagor and secured by the Mortgage on the 111 River Street Mortgaged Property, which
are not included in the Trust and are senior in right of payment to the 111 River Street Trust Subordinate Companion Loan to the
extent set forth in the related Loan Documents and as provided in the 111 River Street Co-Lender Agreement.


 


“111
River Street Realized Loss”: With respect to the 111 River Street Non-VRR Certificates and each Distribution Date, the
product of (A) the 111-Non-VRR Percentage and (B) any Realized Loss with respect to the 111 River Street Loan-Specific Certificates
with respect to such Distribution Date.


 


“111
River Street Regular Interests”: The respective classes of “regular interests”, within the meaning of Code
Section 860G(a)(1), in the 111 River Street REMIC, designated as the Class L111A, Class L111B, Class L111C, Class L111D,
Class L111E and Class L111RR 111 River Street Regular Interests.


 


“111
River Street REMIC”:


 


“111
River Street Trust Subordinate Companion Loan”: The Subordinate Companion Loan evidenced by the promissory note B made
by the related Mortgagor and secured by the Mortgage on the 111 River Street Mortgaged Property, which is included in the Trust
and which is subordinate in right of payment to the 111 River Street Mortgage Loan and the 111 River Street Pari Passu Companion
Loans to the extent set forth in the related Loan Documents and as provided in the 111 River Street Co-Lender Agreement.


 


“111-Non-VRR
Percentage”: 95%, which is the percentage equal to 100% less the 111-VRR Percentage.


 


“111-VRR
Percentage”: 5%.


 


“111RR
Allocation Percentage”: The 111-VRR Percentage divided by the 111-Non-VRR Percentage.


 


“111RR
Available Funds”: The product of the 111 River Street Available Funds multiplied by the 111-VRR Percentage.


 



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“111RR
Interest”: The Uncertificated 111RR Interest.


 


“111RR
Interest Owner”: The Uncertificated 111RR Interest Owner.


 


“111RR
Interest Distribution Amount”: With respect to the 111RR Interest for any Distribution Date will equal the product of
(A) the 111RR Allocation Percentage and (B) the aggregate amount of interest distributed on the 111 River Street Non-VRR Certificates
according to clauses First, Fourth, Seventh, Tenth andThirteenth in Section 4.01(m)
of this Agreement.


 


“111RR
Principal Distribution Amount”: With respect to the 111RR Interest for any Distribution Date will equal the product
of (a) the 111RR Allocation Percentage and (b) the aggregate amount of principal distributed on the 111 River Street Non-VRR Certificates
according to clauses Second, Fifth, Eighth, Eleventh and Fourteenth in Section 4.01(m) of
this Agreement.


 


“111RR
Realized Loss”: With respect to the 111RR Interest and with respect to each Distribution Date, the product of (A) the
111-VRR Percentage and (B) any Realized Loss with respect to the 111 River Street Loan-Specific Certificates for such Distribution
Date.


 


“111RR
Realized Loss Interest Distribution Amount”: With respect to any Distribution Date will equal the product of (A) the
111RR Allocation Percentage and (B) the aggregate amount of interest, if any, on related unreimbursed 111 River Street Realized
Losses distributed to the holders of the 111 River Street Non-VRR Certificates according to clauses Third, Sixth, Ninth, Twelfth
and Fifteenth in Section 4.01(m) of this Agreement.


 


“111RR
Interest Transfer Restriction Period”: With respect to the 111RR Interest, the period from the Closing Date to the earlier
of: (i) the date that is latest of (A) the date on which the aggregate unpaid principal balance of the 111 River Street Trust
Subordinate Companion Loan has been reduced to 33% of the aggregate Cut-off Date Balance of the 111 River Street Trust Subordinate
Companion Loan, (B) the date on which the aggregate outstanding Certificate Balance of the 111 River Street Loan-Specific Certificates
has been reduced to 33% of the aggregate outstanding Certificate Balance of the 111 River Street Loan-Specific Certificates as
of the Closing Date, or (C) two (2) years after the Closing Date; or (ii) the date on which Regulation RR has been officially
abolished (and the securitization transaction contemplated by this Agreement is not subject to any other applicable credit risk
retention requirements under the Dodd-Frank Act) or, based on a written opinion of counsel reasonably acceptable to the Depositor
and the Retaining Sponsor, officially determined by the Regulatory Agencies to be no longer applicable to the securitization transaction
constituted by the issuance of the 111 River Street Loan-Specific Certificates.


 


“111
River Street Base Interest Fraction”: With respect to any Principal Prepayment on the 111 River Street Trust Subordinate
Companion Loan and with respect to any Class of the 111 River Street Non-VRR Certificates, a fraction (not greater than one)
(a) whose numerator is the greater of zero and the amount, if any, by which (i) the Pass-Through Rate on such Class of
111 River Street Non-VRR Certificates exceeds (ii) yield rate used in accordance with the related Loan Documents calculating
the Yield Maintenance Charge with respect to such Principal Prepayment and (b) whose denominator is the amount, if any, by
which (i) the Net Mortgage Rate on the 111 River Street Trust Subordinate Companion Loan exceeds (ii) yield rate


 



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 (used
in accordance with the related Loan Documents) used in accordance with the related Loan Documents in calculating the Yield Maintenance
Charge with respect to such Principal Prepayment; provided, however, that if such yield rate is greater than or
equal to the Net Mortgage Rate on the 111 River Street Trust Subordinate Companion Loan, then the 111 River Street Base Interest
Fraction shall equal zero; provided, further, that, if such yield rate is greater than or equal to the Net Mortgage
Rate on the 111 River Street Trust Subordinate Companion Loan, but less than the Pass-Through Rate described in clause (a)(i)
above, then the 111 River Street Base Interest Fraction shall equal one. The yield rate with respect to the 111 River Street Subordinate
Companion Loan shall be equal to the yield rate stated in the related Loan Documents, or if none is stated, shall be the yield
rate which, when compounded monthly, is equivalent to the yield on the U.S. Treasury primary issue with a maturity date closest
to the maturity date of the 111 River Street Trust Subordinate Companion Loan. In the event that there are: (a) two or more U.S.
Treasury issues with the same coupon, the issue with the lower yield shall be selected and (b) two or more U.S. Treasury issues
with maturity dates equally close to the maturity date of the 111 River Street Trust Subordinate Companion Loan, the issue with
the earlier maturity date shall be selected.


 


“111
River Street Control Appraisal Period”: [With respect to the 111 River Street Loan Combination, if and for so long as
(a) (1) the initial principal balance of the 111 River Street Trust Subordinate Companion Loan minus (2) the sum
(without duplication) of (x) any payments of principal allocated to, and received on, the 111 River Street Trust Subordinate
Companion Loan, (y) any appraisal reductions for the 111 River Street Loan Combination that are allocated to the 111 River
Street Trust Subordinate Companion Loan and (z) any losses realized with respect to the related Mortgaged Property or the
111 River Street Loan Combination that are allocated to the 111 River Street Trust Subordinate Companion Loan, is less than (b) 25%
of the remainder of the (i) initial principal balance of the 111 River Street Trust Subordinate Companion Loan less (ii) any
payments of principal allocated to, and received, by the Holder of the 111 River Street Trust Subordinate Companion Loan.


 


“111
River Street Control Eligible Certificates”: The Class 111D and Class 111E Certificates.


 


“111
River Street Controlling Class”: As of any time of determination, the most subordinate Class of the 111 River Street
Control Eligible Certificates then outstanding that has a Certificate Balance, as notionally reduced by any portion of the Cumulative
Appraisal Reduction Amount allocable to such Class, at least equal to 25% of the initial Certificate Balance of that Class; provided,
however, that if no Class of 111 River Street Control Eligible Certificates meets the preceding requirement, the most senior Class
of 111 River Street Control Eligible Certificates will be the 111 River Street Controlling Class. The 111 River Street Controlling
Class as of the Closing Date will be Class 111E Certificates.


 


“111
River Street Controlling Class Certificateholder”: Each Holder (or beneficial owner, if applicable) of a Certificate
of the 111 River Street Controlling Class as determined by the Certificate Administrator from time to time.


 


“111
River Street Controlling Class Representative”: The 111 River Street Controlling Class Certificateholder (or
other representative) selected by at least a majority of the


 



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111 River Street Controlling Class Certificateholders, by Certificate
Balance, as identified by notice to the Certificate Administrator by the applicable 111 River Street Controlling Class Certificateholders
from time to time, with notice of such selection delivered to the Special Servicer, the Master Servicer, the Operating Advisor,
the Asset Representations Reviewer and the Trustee; provided, however, that (i) absent that selection, or (ii) until a 111 River
Street Controlling Class Representative is so selected or (iii) upon receipt of a notice from the 111 River Street Controlling
Class Certificateholders that own 111 River Street Loan-Specific Certificates representing more than 50% of the Certificate
Balance of the 111 River Street Controlling Class, that a 111 River Street Controlling Class Representative is no longer
designated, the 111 River Street Controlling Class Representative will be the 111 River Street Controlling Class Certificateholder
that owns the largest aggregate Certificate Balance of the 111 River Street Controlling Class, as identified to the Certificate
Administrator (who shall notify the Master Servicer, the Special Servicer and the Operating Advisor). If, upon the occurrence
of any of the events or circumstances specified in clauses (i), (ii) or (iii) above, the 111 River Street Controlling Class Certificateholder
that owns the largest aggregate Certificate Balance of the 111 River Street Controlling Class has not been identified to
the Certificate Administrator (and thereby the Master Servicer and the Special Servicer), then the Master Servicer and the Special
Servicer will have no obligation to obtain the consent of, or consult with, any 111 River Street Controlling Class Representative
until notified of the identity of such largest 111 River Street Controlling Class Certificateholder or otherwise notified
of the identity of the 111 River Street Controlling Class Representative as provided in this Agreement. No person may exercise
any of the rights and powers of the 111 River Street Controlling Class Representative with respect to an Excluded Mortgage
Loan.


 


“111
River Street Final Recovery Determination”: As defined in the Section 3.10(a).


 


“111
River Street Interest Accrual Amount”: With respect to any Distribution Date and any Class of 111 River Street
Non-VRR Certificates, the interest for the related Interest Accrual Period accrued at the applicable Pass-Through Rate for such
Class on the Certificate Balance for such Class immediately prior to that Distribution Date. Calculations of interest
for each Interest Accrual Period will be made on 30/360 Basis.


 


“111
River Street Interest Distribution Amount”: With respect to any Distribution Date and each Class of 111 River Street
Non-VRR Certificates, (A) the sum of (i) the 111 River Street Interest Accrual Amount with respect to such Class for
such Distribution Date and (ii) the 111 River Street Interest Shortfall, if any, with respect to such Class for such
Distribution Date, less (B) any Excess Prepayment Interest Shortfall with respect to the 111 River Street Trust Subordinate
Companion Loan that is allocated to such Class on such Distribution Date.


 


“111
River Street Interest Shortfall”: With respect to any Distribution Date for any Class of 111 River Street Non-VRR
Certificates, the sum of (a) the portion of the 111 River Street Interest Distribution Amount for such Class remaining unpaid
as of the close of business on the preceding Distribution Date (if any), and (b) to the extent permitted by applicable law, one
month’s interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class for the subject
Distribution Date.


 



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“111
River Street Loan-Specific Certificates”: The Class 111A, Class 111B, Class 111C, Class 111D and
Class 111E Certificates.


 


“111
River Street Principal Balance”: The principal amount of any 111 River Street Regular Interest outstanding as of any
date of determination. As of the Closing Date, the 111 River Street Principal Balance of each 111 River Street Regular Interest
shall equal the original 111 River Street Principal Balance as set forth in the Preliminary Statement hereto. On each Distribution
Date, the 111 River Street Principal Balance of each 111 River Street Regular Interest shall be permanently reduced by all distributions
of principal deemed to have been made in respect of such 111 River Street Regular Interest on such Distribution Date pursuant
to Section 4.01(a)(iii) of this Agreement, and shall be further permanently reduced on such Distribution Date by all Realized
Losses deemed to have been allocated thereto on such Distribution Date pursuant to Section 4.01(f) of this Agreement,
such that at all times the 111 River Street Principal Balance of a 111 River Street Regular Interest shall equal the Certificate
Balance of the Corresponding Certificates. The 111 River Street Principal Balance of any 111 River Street Regular Interest may
be increased on a particular Distribution Date as and to the extent contemplated by Section 4.01(g) of this Agreement.


 


“111
River Street Principal Distribution Amount”: With respect to any Distribution Date and the 111 River Street Non-VRR
Certificates, the sum of (a) the 111 River Street Principal Shortfall for such Distribution Date and (b) the 111-Non-VRR Percentage
of the Aggregate 111 River Street Principal Distribution Amount for such Distribution Date.


 


“111
River Street Principal Shortfall”: For any Distribution Date, the amount, if any, by which (1) the 111 River Street
Principal Distribution Amount for the preceding Distribution Date exceeds (2) the aggregate amount actually distributed on such
preceding Distribution Date to holders of the 111 River Street Loan-Specific Certificates in respect of such 111 River Street
Principal Distribution Amount.


 


“111
River Street Regular Interests”: The respective classes of “regular interests”, within the meaning of Code
Section 860G(a)(1), in the 111 River Street REMIC, designated as the Class L111A, Class L111B, Class L111C,
Class L111D, Class L111E and LU111RR.


 


“111
River Street REMIC”: One of four separate REMICs comprising a portion of the Trust Fund, which consists of the 111 River
Street Trust Subordinate Companion Loan and the proceeds thereof, any allocable portion of any REO Property with respect thereto,
the related REO Account (to the extent of amounts therein allocable to the 111 River Street Trust Subordinate Companion Loan),
the 111 River Street REMIC Distribution Account and the Interest Reserve Account (to the extent of amounts therein allocable to
the 111 River Street Trust Subordinate Companion Loan).


 


“111
River Street REMIC Distribution Account”: The account or accounts created and maintained as a separate account (or separate
sub-account within the same account as another Distribution Account) or accounts by the Certificate Administrator pursuant
to Section 3.05(b) of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate
Administrator) shall be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf
of Wilmington Trust, National Association, as Trustee, for the


 



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 benefit of the registered Holders of BMO 2022-C1 Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2022-C1 and the Uncertificated Interest Owners, 111 River Street REMIC
Distribution Account” and which must be an Eligible Account. The 111 River Street REMIC Distribution Account shall be an
asset of the 111 River Street REMIC.


 


“111
River Street Residual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2),
in the 111 River Street REMIC and evidenced by the Class R Certificates.


 


“111
River Street Retaining Sponsor”: As defined in the Preliminary Statement.


 


“111
River Street Scheduled Principal Distribution Amount”: For each Distribution Date, the aggregate of the principal portions
of (a) all Monthly Payments (which do not include Balloon Payments) with respect to the 111 River Street Trust Subordinate Companion
Loan (including any successor REO Companion Loan with respect thereto), due or deemed due during or, if and to the extent not
previously received or advanced and distributed to Certificateholders on a preceding Distribution Date, prior to the related Collection
Period, in each case to the extent paid by the related Mortgagor as of the related Determination Date or advanced by the Master
Servicer or the Trustee, as applicable, in respect of such Distribution Date, and (b) all Balloon Payments allocable to the 111
River Street Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto) to the extent
received during the related Collection Period, and to the extent not included in clause (a) above for the subject Distribution
Date and not previously received or advanced and distributable to Certificateholders on a preceding Distribution Date. The 111
River Street Scheduled Principal Distribution Amount from time to time will include all late payments of principal made by a Mortgagor
with respect to the 111 River Street Trust Subordinate Companion Loan, including late payments in respect of a delinquent Balloon
Payment, received during the periods or by the times described above in this definition, except to the extent those late payments
are otherwise available to reimburse the Master Servicer or the Trustee, as the case may be, for prior P&I Advances.


 


“111
River Street Threshold Event Cure”: As defined in Section 3.10(a).


 


“111
River Street Threshold Cure Holder”: As defined in Section 3.10(a).


 


“111
River Street Threshold Collateral Issuer”: As defined in the definition of “111 River Street Threshold Event Collateral”.


 


“111
River Street Threshold Event Collateral”: Either (a) cash collateral for the benefit of, and acceptable to, the Certificate
Administrator on behalf of the Trust or (b) an unconditional and irrevocable standby letter of credit with the Master Servicer
on behalf of the Trust as the beneficiary, issued by a bank or other financial institution (the “111 River Street Threshold
Collateral Issuer”) the long-term unsecured debt obligations of which are rated at least “A” by S&P,
“A” by DBRS Morningstar, “A” by Fitch and “A2” by Moody’s or the short-term obligations
of which are rated at least “A-1+” by S&P, “R-1(middle)” by DBRS Morningstar, “F-1” by
Fitch and “P-1” by Moody’s, in either case in an amount which, when added to the appraised value of the 111
River Street Mortgaged Property as determined pursuant to this Agreement, would cause the applicable 111 River Street Control
Appraisal Period not to occur.


 






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“111
River Street Unscheduled Principal Distribution Amount”: For each Distribution Date, the aggregate of: (a) all
prepayments of principal received on the 111 River Street Trust Subordinate Companion Loan during the related Collection Period;
and (b) any other collections (exclusive of payments by the related Mortgagor) received on the 111 River Street Trust Subordinate
Companion Loan and, to the extent allocable to the 111 River Street Trust Subordinate Companion Loan, any related REO Property
during the related Collection Period whether in the form of Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds, net
income, rents, and profits from any related REO Property or otherwise, that were identified and applied by the Master Servicer
as recoveries of previously unadvanced principal of the 111 River Street Trust Subordinate Companion Loan.


 


“30/360
Basis”: The accrual of interest on the basis of a 360-day year consisting of twelve 30-day months.


 


“360
Rosemary Retaining Third Party Purchaser”: As defined in the Preliminary Statement.


 


“360
Rosemary Available Funds”: The sum of the following amounts (without duplication) (which, for the avoidance of doubt,
will not include any amounts received in respect of the Mortgage Loans or the 111 River Street Trust Subordinate Companion Loan):


 


(a)            the
aggregate amount of all cash received on the 360 Rosemary Trust Subordinate Companion Loan and, to the extent allocable to the
360 Rosemary Trust Subordinate Companion Loan, any related REO Property that is 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 allocable to any Mortgage
Loan or any other Companion Loan or held for the benefit of the holders of the Pooled Certificates or the holders of the 111 River
Street Loan-Specific Certificates or the 111RR Interest) and/or the 360 Rosemary REMIC Distribution Account as of the close of
business on the Business Day immediately preceding the Master Servicer Remittance Date, exclusive of any portion of the foregoing
that represents (without duplication):


 


(i)       any
scheduled payments of principal and/or interest, including any Balloon Payments that are accompanied by interest due through the
related maturity date, paid by the related Mortgagor with respect to the 360 Rosemary Trust Subordinate Companion Loan, that are
due (without regard to grace periods) on a Due Date that occurs after the related Determination Date;


 


(ii)       payments
(scheduled or otherwise) of principal (including prepayments) and interest, Net Liquidation Proceeds, Net Insurance Proceeds and
Net Condemnation Proceeds and other unscheduled recoveries allocable to the 360 Rosemary Trust Subordinate Companion Loan that
were received after the related Determination Date (other than the Trust’s applicable interest in any related REO Property
contemplated by clause (b) of this definition for the subject Distribution Date);


 



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(iii)       amounts
payable or reimbursable to any Person (other than the 360 111 River Street Loan-Specific Certificateholders) from the Collection
Account pursuant to clauses (ii) through (ix), inclusive, of Section 3.06(a) of this Agreement;


 


(iv)      with
respect to any Distribution Date occurring in January (other than during a leap year) or February of any calendar year (unless
such Distribution Date is the final Distribution Date), the Withheld Amount related to the 360 Rosemary Trust Subordinate Companion
Loan to the extent those funds are on deposit in the Collection Account;


 


(v)       Yield
Maintenance Charges on the 360 Rosemary Trust Subordinate Companion Loan (which are separately distributed to holders of the related
360 Rosemary Loan-Specific Certificates);


 


(vi)      amounts
deposited in the Collection Account or the 360 Rosemary REMIC Distribution Account in error; and/or


 


(vii)     late
payment charges or accrued interest on the 360 Rosemary Trust Subordinate Companion Loan allocable to the default interest rate
for such Trust Subordinate Companion Loan, to the extent permitted by law, excluding any interest calculated at the Mortgage Rate
for the 360 Rosemary Trust Subordinate Companion Loan;


 


(b)             if
and to the extent not already included in clause (a) of this definition for the subject Distribution Date, the aggregate
amount allocable to the 360 Rosemary Trust Subordinate Companion Loan transferred from the REO Account to the Collection Account
for the subject Distribution Date, to the extent that such transfer is made or such remittance is received by the close of business
on the Business Day immediately preceding the related Master Servicer Remittance Date;


 


(c)            all
Compensating Interest Payments made by the Master Servicer with respect to the 360 Rosemary Trust Subordinate Companion Loan for
the subject Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to
the 360 Rosemary Trust Subordinate Companion Loan for the subject Distribution Date (net of the related Trustee/Certificate Administrator
Fee and the Operating Advisor Fee with respect to the 360 Rosemary Trust Subordinate Companion Loan for which such Compensating
Interest Payments or P&I Advances are made, to the extent not already deducted from 360 Rosemary Available Funds pursuant
to clause (a)(iii) of this definition);


 


(d)            with
respect to any Distribution Date occurring in March (or February, if such Distribution Date is the final Distribution Date), commencing
in 2023, the related Withheld Amounts related to the 360 Rosemary Trust Subordinate Companion Loan as required to be deposited
in the 360 Rosemary REMIC Distribution Account; and


 


(e)            with
respect to the Distribution Date occurring in March 2022 (if and to the extent not already included in clause (a) of this definition
for the subject Distribution Date), the related Initial Interest Deposit Amountwith respect to the 360 Rosemary Trust


 






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Subordinate
Companion Loan remitted on the Closing Date by the related Mortgage Loan Seller to the Master Servicer pursuant to Section 1 of
the related Mortgage Loan Purchase Agreement.


 


“360
Rosemary Base Interest Fraction”: With respect to any Principal Prepayment on the 360 Rosemary Trust Subordinate Companion
Loan and with respect to any Class of the 360 Rosemary Loan-Specific Principal Balance Certificates, a fraction (not greater than
one) (a) whose numerator is the greater of zero and the amount, if any, by which (i) the Pass-Through Rate on such Class of 360
Rosemary Loan-Specific Principal Balance Certificates exceeds (ii) the yield rate (as provided by the Master Servicer) used in
calculating the Yield Maintenance Charge with respect to such Principal Prepayment and (b) whose denominator is the amount, if
any, by which (i) the Net Mortgage Rate on the 360 Rosemary Trust Subordinate Companion Loan exceeds (ii) the yield rate (used
in accordance with the related Loan Documents) used in calculating the Yield Maintenance Charge with respect to such Principal
Prepayment; provided, however, that if such yield rate is greater than or equal to the Net Mortgage Rate on the
360 Rosemary Trust Subordinate Companion Loan, then the 360 Rosemary Base Interest Fraction shall be zero; provided, further,
that if such yield rate is greater than or equal to the Net Mortgage Rate on the 360 Rosemary Trust Subordinate Companion Loan,
but less than the Pass-Through Rate described in the clause (a)(i) above, then the 360 Rosemary Base Interest Fraction shall be
one. The yield rate with respect to the 360 Rosemary Trust Subordinate Companion Loan shall be equal to the yield rate stated
in the related Loan Documents, or if none is stated, shall be the yield rate which, when compounded monthly, is equivalent to
the yield on the U.S. Treasury primary issue with a maturity date closest to the maturity date of the 360 Rosemary Trust Subordinate
Companion Loan. In the event that there are: (a) two or more U.S. Treasury issues with the same coupon, the issue with the lower
yield shall be selected and (b) two or more U.S. Treasury issues with maturity dates equally close to the maturity date of the
360 Rosemary Trust Subordinate Companion Loan, the issue with the earlier maturity date shall be selected.


 


“360
Rosemary Borrower”: The Mortgagor with respect to the 360 Rosemary


 


“360
Rosemary Borrower Party”: (i) (a) the 360 Rosemary Borrower, (b) any direct or indirect parent of the 360 Rosemary Borrower
or (c) any affiliate of the 360 Rosemary Borrower or (d) any affiliate of any direct or indirect parent of the 360 Rosemary Borrower,
(ii) any entity that is a holder of debt secured by direct or indirect ownership interests in the borrower or any affiliate of
the holder of such debt, or (iii) any entity that is a holder of a preferred equity interest in the borrower or any affiliate
of a holder of such preferred equity. Solely for the purposes of the definition of “360 Rosemary Borrower Party”,
“control” when used with respect to any specified person means the power to direct the management and policies of
such specified 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.


 


“360
Rosemary Co-Lender Agreement”: That certain Agreement Between Noteholders, dated as of February 1, 2022, by and between
the holder of the 360 Rosemary Mortgage Loan, the holder of the 360 Rosemary Trust Subordinate Companion Loan and the holders
of the 360 Rosemary Pari Passu Companion Loans, relating to the relative rights of such holders, as the same may be further amended
in accordance with the terms thereof.


 



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“360
Rosemary Control Appraisal Period”: A 360 Rosemary Note B Control Appraisal Period or a 360 Rosemary Note C Control
Appraisal Period, as the context may require.


 


“360
Rosemary IO Group YM Distribution Amount”: As defined in Section 4.01(d).


 


“360
Rosemary Note B Control Appraisal Period”: shall exist with respect to the 360 Rosemary Loan Combination, if and for
so long as:


 


(a)            the
initial principal balance of the 360 Rosemary Note B, minus (2) the sum (without duplication) of (x) any payments of principal
(whether as principal prepayments or otherwise) allocated to, and received on, the 360 Rosemary Note B after the date of creation
of the 360 Rosemary Note B, (y) any Appraisal Reduction Amount for the 360 Rosemary Loan Combination that is allocated to the
360 Rosemary Note B and (z) any losses realized with respect to the 360 Rosemary Mortgaged Property or the 360 Rosemary Loan Combination
that are allocated to the 360 Rosemary Note B, is less than


 


(b)           25%
of the remainder of (i) the initial principal balance of the 360 Rosemary Note B less (ii) any payments of principal (whether
as principal prepayments or otherwise) allocated to, and received by, the 360 Rosemary Note B Holder on the 360 Rosemary Note
B, after the date of creation of such 360 Rosemary Note B.


 


“360
Rosemary Note C Control Appraisal Period”: shall exist with respect to the 360 Rosemary Loan Combination, if and for
so long as:


 


(a)
the initial principal balance of the 360 Rosemary Note C, minus (2) the sum (without duplication) of (x) any payments of principal
(whether as principal prepayments or otherwise) allocated to, and received on, the 360 Rosemary Note C after the date of creation
of the 360 Rosemary Note C, (y) any Appraisal Reduction Amount for the 360 Rosemary Loan Combination that is allocated to the
360 Rosemary Note C and (z) any losses realized with respect to the 360 Rosemary Mortgaged Property or the 360 Rosemary Loan Combination
that are allocated to the 360 Rosemary Note C, is less than


 


(b)            25%
of the remainder of (i) the initial principal balance of the 360 Rosemary Note C less (ii) any payments of principal (whether
as principal prepayments or otherwise) allocated to, and received by, the 360 Rosemary Note C Subordinate Companion Loan Holder
on the 360 Rosemary Note C, after the date of creation of such 360 Rosemary Note C,


 


provided
that a 360 Rosemary Control Appraisal Period will terminate upon the occurrence of a cure by the 360 Rosemary Note B Holder
or 360 Rosemary Note C Subordinate Companion Loan Holder pursuant to the terms of the 360 Rosemary Co-Lender Agreement and provided,
further, that, if the 360 Rosemary Note B Holder or 360 Rosemary Note C Subordinate Companion Loan Holder would be the 360 Rosemary
Controlling Noteholder pursuant to the terms of the 360 Rosemary Co-Lender Agreement, but any interest in the 360 Rosemary Note
B or 360 Rosemary Note C, respectively, is held by a 360 Rosemary Borrower Party, or a 360 Rosemary Borrower Party would otherwise
be entitled to exercise the rights of the 360 Rosemary Controlling Noteholder in respect of the 360 Rosemary Trust Subordinate
Companion Loan, then a 360 Rosemary Control Appraisal Period will be deemed to have occurred.


 



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“360
Rosemary Control Eligible Certificates”: The Class 360RR Certificates.


 


“360
Rosemary Controlling Class”: As of any time of determination, the 360 Rosemary Control Eligible Certificates. The 360
Rosemary Controlling Class as of the Closing Date will be Class 360RR Certificates.


 


“360
Rosemary Controlling Class Certificateholder”: Each Holder (or beneficial owner, if applicable) of a Certificate of
the 360 Rosemary Controlling Class as determined by the Certificate Administrator from time to time.


 


“360
Rosemary Controlling Class Representative”: The 360 Rosemary Controlling Class Certificateholder (or other
representative) selected by at least a majority of the 360 Rosemary Controlling Class Certificateholders, by Certificate Balance,
as identified by notice to the Certificate Administrator by the applicable the 360 Rosemary Controlling Class Certificateholders
from time to time, with notice of such selection delivered to the Special Servicer, the Master Servicer, the Operating Advisor,
the Asset Representations Reviewer and the Trustee; provided, however, that (i) absent that selection, or (ii) until
a 360 Rosemary Controlling Class Representative is so selected or (iii) upon receipt of a notice from the 360 Rosemary
Controlling Class Certificateholders that own 360 Rosemary Loan-Specific Certificates representing more than 50% of the Certificate
Balance of the 360 Rosemary Controlling Class, that the 360 Rosemary Controlling Class Representative is no longer designated,
the 360 Rosemary Controlling Class Representative will be the 360 Rosemary Controlling Class Certificateholder that
owns the largest aggregate Certificate Balance of the 360 Rosemary Controlling Class, as identified to the Certificate Administrator
(who shall notify the Master Servicer, the Special Servicer and the Operating Advisor). If, upon the occurrence of any of the
events or circumstances specified in clauses (i), (ii) or (iii) above, the 360 Rosemary Controlling Class Certificateholder
that owns the largest aggregate Certificate Balance of the 360 Rosemary Controlling Class has not been identified to the
Certificate Administrator (and thereby the Master Servicer and the Special Servicer), then the Master Servicer and the Special
Servicer will have no obligation to obtain the consent of, or consult with, any 360 Rosemary Controlling Class Representative
until notified of the identity of such largest 360 Rosemary Controlling Class Certificateholder or otherwise notified of
the identity of the 360 Rosemary Controlling Class Representative as provided in this Agreement. The initial 360 Rosemary
Controlling Class Representative is Rockwood Income and Credit Partners III, L.P. or an Affiliate thereof. No person may
exercise any of the rights and powers of the 360 Rosemary Controlling Class Representative with respect to an Excluded Mortgage
Loan.


 


“360
Rosemary Interest Accrual Amount”: With respect to any Distribution Date and any Class of 360 Rosemary Loan-Specific
Certificates, the interest for the related Interest Accrual Period accrued at the Pass-Through Rate for such Class 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.


 


“360
Rosemary Interest Distribution Amount”: With respect to any Distribution Date and each Class of 360 Rosemary Loan-Specific
Certificates, (A) the sum of (i) the 360 Rosemary Interest Accrual Amount with respect to such Class for such Distribution
Date and (ii) the 360 Rosemary Interest Shortfall, if any, with respect to such Class for such Distribution Date,


 



    - 23 -


     


    

 


less (B)
any Excess Prepayment Interest Shortfall with respect to the 360 Rosemary Trust Subordinate Companion Loan that is allocated to
such Class on such Distribution Date.


 


“360
Rosemary Interest Shortfall”: With respect to any Distribution Date for any Class of 360 Rosemary Loan-Specific
Certificates, the sum of (a) the portion of the 360 Rosemary Interest Distribution Amount for such Class remaining unpaid
as of the close of business on the preceding Distribution Date (if any), and (b) to the extent permitted by applicable law, (i)
in the case of a Class of 360 Rosemary Loan-Specific Principal Balance Certificates, one month’s interest on that amount
remaining unpaid at the Pass-Through Rate applicable to such Class for the subject Distribution Date and (ii) in the case
of the 360 Rosemary Loan-Specific Class X Certificates, one-month’s interest on that amount remaining unpaid at the Net
Mortgage Rate on the 360 Rosemary Trust Subordinate Companion Loan as of the first day of the related Collection Period.


 


“360
Rosemary Loan Combination”: The Loan Combination consisting of the 360 Rosemary Mortgage Loan, the 360 Rosemary Trust
Subordinate Companion Loan and the 360 Rosemary Pari Passu Companion Loans.


 


“360
Rosemary Loan-Specific Certificates”: The Class 360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E and
Class 360RR Certificates.


 


“360
Rosemary Loan-Specific Class X Certificates”: The Class 360X Certificates.


 


“360
Rosemary Loan-Specific Principal Balance Certificates”: The Class 360A, Class 360B, Class 360C, Class 360D, Class 360E
and Class 360RR Certificates.


 


“360
Rosemary Mortgage Loan”: The Mortgage Loan evidenced by two senior pari passu promissory notes designated as Note A-1
and Note A-2 made by the related Mortgagor (identified as Mortgage Loan No. 2 on the Mortgage Loan Schedule) and secured by the
Mortgage on the 360 Rosemary Mortgaged Property, which is included in the Trust and which is senior in right of payment to the
360 Rosemary Trust Subordinate Companion Loan to the extent set forth in the related Loan Documents and as provided in the 360
Rosemary Co-Lender Agreement.


 


“360
Rosemary Mortgaged Property”: The underlying real property securing the 360 Rosemary Loan Combination referred to in
the Mortgage Loan Schedule as “360 Rosemary,” as more fully described in the related Loan Documents.


 


“360
Rosemary Operating Advisor Consultation Trigger Event”: The event that occurs (i) with respect to the 360 Rosemary Loan
Combination, when the aggregate outstanding Certificate Balance of the Class 360RR Certificates (as notionally reduced by any
Cumulative Appraisal Reduction Amount then allocable to the Class 360RR Certificates pursuant to Section 3.06(a) of
this Agreement) is 25% or less of the initial aggregate Certificate Balance of the Class 360RR Certificates. Furthermore, If the
360 Rosemary Mortgage Loan is an Excluded Mortgage Loan, a 360 Rosemary Operating Advisor Consultation Trigger Event shall be
deemed to exist.


 


“360
Rosemary Pari Passu Companion Loans”: The mortgage loans evidenced by three senior pari passu promissory notes designated
as Notes A-3, A-4 and A-5 made by the related


 






    - 24 -


     


    

Mortgagor and secured by the Mortgage on the 360 Rosemary Mortgaged Property, which
are not included in the Trust and are senior in right of payment to the 360 Rosemary Trust Subordinate Companion Loan to the extent
set forth in the related Loan Documents and as provided in the 360 Rosemary Co-Lender Agreement.


 


“360
Rosemary Principal Balance”: The principal amount of any 360 Rosemary Regular Interest outstanding as of any date of
determination. As of the Closing Date, the 360 Rosemary Principal Balance of each 360 Rosemary Regular Interest shall equal the
original 360 Rosemary Principal Balance as set forth in the Preliminary Statement hereto. On each Distribution Date, the 360 Rosemary
Principal Balance of each 360 Rosemary Regular Interest shall be permanently reduced by all distributions of principal deemed
to have been made in respect of such 360 Rosemary Regular Interest on such Distribution Date pursuant to Section 4.01(a)(iv)
of this Agreement, and shall be further permanently reduced on such Distribution Date by all Realized Losses deemed to have
been allocated thereto on such Distribution Date pursuant to Section 4.01(f) of this Agreement, such that at all times
the 360 Rosemary Principal Balance of a 360 Rosemary Regular Interest shall equal the Certificate Balance of the Corresponding
Certificates. The 360 Rosemary Principal Balance of any 360 Rosemary Regular Interest may be increased on a particular Distribution
Date as and to the extent contemplated by Section 4.01(g) of this Agreement.


 


“360
Rosemary Principal Distribution Amount”: For any Distribution Date, the sum of the following amounts:


 


(a)       the
360 Rosemary Principal Shortfall for that Distribution Date;


 


(b)       the
360 Rosemary Scheduled Principal Distribution Amount for that Distribution Date; and


 


(c)       the
360 Rosemary Unscheduled Principal Distribution Amount for that Distribution Date;


 


provided,
that the 360 Rosemary Principal Distribution Amount for any Distribution Date will be reduced, to not less than zero, by the
amount of any reimbursements of:


 


(A)       Nonrecoverable
Advances, together with interest on such Nonrecoverable Advances at the Advance Rate, that are paid or reimbursed from principal
collections on the 360 Rosemary Trust Subordinate Companion Loan in a period during which such principal collections would have
otherwise been included in the 360 Rosemary Principal Distribution Amount for such Distribution Date, and


 


(B)       Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal collections on the 360 Rosemary Trust Subordinate Companion
Loan in a period during which such principal collections would have otherwise been included in the 360 Rosemary Principal Distribution
Amount for such Distribution Date;


 


provided,
further, that in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections
on the 360 Rosemary Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto) for a prior


 



    - 25 -


     


    

 



Distribution Date are subsequently recovered on the 360 Rosemary Trust Subordinate Companion Loan (or such successor REO Companion
Loan) for a prior Distribution Date, such recovery will increase the 360 Rosemary Principal Distribution Amount for the Distribution
Date related to the Collection Period in which such recovery occurs.


 


“360
Rosemary Principal Shortfall”: For any Distribution Date, the amount, if any, by which (1) the 360 Rosemary Principal
Distribution Amount for the preceding Distribution Date exceeds (2) the aggregate amount actually distributed on such preceding
Distribution Date to holders of the 360 Rosemary Loan-Specific Certificates in respect of such 360 Rosemary Principal Distribution
Amount.


 


“360
Rosemary Regular Interests”: The respective classes of “regular interests”, within the meaning of Code Section 860G(a)(1),
in the 360 Rosemary REMIC, designated as the Class L360A, Class L360B, Class L360C, Class L360D, Class L360E and Class L360RR
360 Rosemary Regular Interests.


 


“360
Rosemary REMIC”: One of four separate REMICs comprising a portion of the Trust Fund, which consists of the 360 Rosemary
Trust Subordinate Companion Loan and the proceeds thereof, any allocable portion of any related REO Property with respect thereto,
the related REO Account (to the extent of amounts therein allocable to the 360 Rosemary Trust Subordinate Companion Loan), the
360 Rosemary REMIC Distribution Account and the Interest Reserve Account (to the extent of amounts therein allocable to the 360
Rosemary Trust Subordinate Companion Loan).


 


“360
Rosemary REMIC Distribution Account”: The account or accounts created and maintained as a separate account (or separate
sub-account within the same account as another Distribution Account) or accounts by the Certificate Administrator pursuant to
Section 3.05(b) of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate
Administrator) shall be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf
of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of BMO 2022-C1 Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2022-C1, and the Uncertificated Interest Owners, 360 Rosemary REMIC
Distribution Account” and which must be an Eligible Account. The 360 Rosemary REMIC Distribution Account shall be an asset
of the 360 Rosemary REMIC.


 


“360
Rosemary Residual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2),
in the 360 Rosemary REMIC and evidenced by the Class R Certificates.


 


“360
Rosemary Retaining Sponsor”: As defined in the Preliminary Statement.


 


“360
Rosemary Scheduled Principal Distribution Amount”: For each Distribution Date, the aggregate of the principal portions
of (a) all Monthly Payments (which do not include Balloon Payments) with respect to the 360 Rosemary Trust Subordinate Companion
Loan (including any successor REO Companion Loan with respect thereto), due or deemed due during or, if and to the extent not
previously received or advanced and distributed to Certificateholders on a preceding Distribution Date, prior to the related Collection
Period, in each case (i) to the


 



    - 26 -


     


    

 extent paid by the related Mortgagor as of the related Determination Date or (ii) advanced by
the Master Servicer or the Trustee, as applicable, in respect of such Distribution Date, and (b) all Balloon Payments allocable
to the 360 Rosemary Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto) to the
extent received during the related Collection Period, and to the extent not included in clause (a) above for the subject
Distribution Date and not previously received or advanced and distributable to Certificateholders on a preceding Distribution
Date. The 360 Rosemary Scheduled Principal Distribution Amount from time to time will include all late payments of principal made
by a Mortgagor with respect to the 360 Rosemary Trust Subordinate Companion Loan, including late payments in respect of a delinquent
balloon payment, received during the periods or by the times described above in this definition, except to the extent those late
payments are otherwise available to reimburse the Master Servicer or the Trustee, as the case may be, for prior P&I Advances.


 


“360
Rosemary Trust Subordinate Companion Loan”: The Subordinate Companion Loan evidenced by the promissory note B made by
the related Mortgagor and secured by the Mortgage on the 360 Rosemary Mortgaged Property, which is included in the Trust and which
is subordinate in right of payment to the 360 Rosemary Mortgage Loan and the 360 Rosemary Pari Passu Companion Loans to the extent
set forth in the related Loan Documents and as provided in the 360 Rosemary Co-Lender Agreement.


 


“360
Rosemary Unscheduled Principal Distribution Amount”: For each Distribution Date, the aggregate of: (a) all prepayments
of principal received on the 360 Rosemary Trust Subordinate Companion Loan during the related Collection Period; and (b) any other
collections (exclusive of payments by the related Mortgagor) received on the 360 Rosemary Trust Subordinate Companion Loan and,
to the extent allocable to the 360 Rosemary Trust Subordinate Companion Loan, any related REO Property during the related Collection
Period whether in the form of Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds, net income, rents, and profits
from any related REO Property or otherwise, that were identified and applied by the Master Servicer or Special Servicer, as applicable,
as recoveries of previously unadvanced principal of the 360 Rosemary Trust Subordinate Companion Loan.


 


“360RR
Interest”: All of the Class 360RR Certificates, collectively.


 


“360RR
Interest Transfer Restriction Period”: With respect to the Class 360RR Certificates, the period from the Closing Date
to the earlier of: (i) the date that is latest of (A) the date on which the aggregate unpaid principal balance of the 360 Rosemary
Trust Subordinate Companion Loan has been reduced to 33% of the aggregate Cut-off Date Balance of the 360 Rosemary Trust Subordinate
Companion Loan, (B) the date on which the aggregate outstanding Certificate Balance of the 360 Rosemary Loan-Specific Certificates
has been reduced to 33% of the aggregate outstanding Certificate Balance of the 360 Rosemary Loan-Specific Certificates as of
the Closing Date, or (C) two (2) years after the Closing Date; (ii) the date on which 360 Rosemary Loan Combination
(including the 360 Rosemary Trust Subordinate Companion Loan) has been defeased in accordance with Rule 7(b)(8)(i) of Regulation
RR; or (iii) the date on which Regulation RR has been officially abolished (and the securitization transaction constituted by
the issuance of the 360 Rosemary Loan-Specific Certificates is not subject to any other applicable credit risk retention requirements
under the Dodd Frank Act) or, based on a written opinion of counsel reasonably acceptable to the Depositor and the 360 Rosemary
Retaining Sponsor,


 






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officially determined by the Regulatory Agencies to be no longer applicable to the securitization transaction
constituted by the issuance of the 360 Rosemary Loan-Specific Certificates.


 


“AB
Loan Combination”: A Loan Combination that includes a Subordinate Companion Loan. The only AB Loan Combinations related
to the Trust as of the Closing Date are those with related Notes listed in the Loan Combination Table under the column heading
“Subordinate Companion Loan(s).”


 


“AB
Modified Loan”: Any Corrected Loan (1) that became a Corrected Loan (which includes for purposes of this definition
any Outside Serviced Mortgage Loan that became a “corrected loan” (or any term substantially similar thereto) pursuant
to the related Outside Servicing Agreement) 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 Trust Loan and (2) as to which an
Appraisal Reduction Amount is not in effect.


 


“Accelerated
Mezzanine Loan”: A mezzanine loan (secured by a pledge of the direct (or indirect) equity interests in a Mortgagor under
a Mortgage Loan or Loan Combination) if such mezzanine loan either (i) has been accelerated, or (ii) is the subject of foreclosure
proceedings against the equity collateral pledged to secure that mezzanine loan.


 


“Acceptable
Insurance Default”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination), any Default arising when
the related Loan Documents require that the related Mortgagor must maintain all risk casualty insurance or other insurance that
covers damages or losses arising from acts of terrorism and the Special Servicer has determined, in its reasonable judgment in
accordance with the Servicing Standard (and with the consent of the applicable Directing Holder and after non-binding consultation
with any applicable Consulting Parties pursuant to Section 6.09), that (i) such insurance is not available at commercially
reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties located
in or near the geographic region in which the Mortgaged Property is located (but only by reference to such insurance that has
been obtained by such owners at current market rates), or (ii) such insurance is not available at any rate; provided,
however, that the applicable Directing Holder shall be required to respond to the Special Servicer’s request for
such consent (or be deemed to have provided such consent) within the time period in Section 6.09(a) with respect to
Acceptable Insurance Defaults; 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 applicable Consulting
Parties, the Special Servicer shall not be required to do so. In making this determination, the Special Servicer, to the extent
consistent with the Servicing Standard, may rely on the opinion of an insurance consultant.


 


“Accrued
Component Interest”: With respect to each Component for any Distribution Date, one month’s interest at the Class X
Strip Rate applicable to such Component for such Distribution Date, accrued on the Component Notional Amount of such Component
outstanding immediately prior to such Distribution Date. Accrued Component Interest shall be calculated on a 30/360 Basis and,
with respect to any Component and any Distribution Date, shall


 






    - 28 -


     


    

 


be deemed to accrue during the calendar month preceding the month
in which such Distribution Date occurs.


 


“Act”
or “Securities Act”: The Securities Act of 1933, as it may be amended from time to time and the rules and regulations
thereunder.


 


“Actual/360
Basis”: The accrual of interest on the basis of the actual number of days elapsed during any relevant accrual period
in a year assumed to consist of 360 days.


 


“Actual/360
Mortgage Loan”: A Mortgage Loan that accrues 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.


 


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


 


“Additional
Form 10-D Disclosure”: As defined in Section 10.04 of this Agreement.


 


“Additional
Form 10-K Disclosure”: As defined in Section 10.05 of this Agreement.


 


“Additional
Information”: As defined in Section 4.02(a) of this Agreement.


 


“Additional
Servicer”: Each Affiliate of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Depositor, any Mortgage Loan Seller or any of the Underwriters that Services any of the Mortgage Loans, each Outside Servicer,
each Outside Special Servicer and each Person, other than the Special Servicer or the Certificate Administrator, who is not an
Affiliate of the Master Servicer, the Certificate Administrator, the Trustee, the Depositor, any Mortgage Loan Seller or any of
the Underwriters who Services 10% or more of the Mortgage Loans by unpaid principal balance calculated in accordance with the
provisions of Regulation AB.


 


“Additional
Servicing Compensation”: As defined in Section 3.12(a) of this Agreement.


 


“Additional
Special Servicing Compensation”: As defined in Section 3.12(c) of this Agreement.


 


“Additional
Trust Fund Expenses”: (i) Special Servicing Fees, Workout Fees and Liquidation Fees, (ii) interest in respect of
unreimbursed Advances, (iii) the cost of various default-related or unanticipated Opinions of Counsel required or permitted
to be obtained in connection with the servicing of the Mortgage Loans and the administration of the Trust Fund, (iv) unanticipated,
non-Mortgage Loan specific expenses of the Trust Fund, including indemnities


 


 



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and expense reimbursements to the Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Depositor
and federal, state and local taxes, and tax-related expenses, specifically payable out of the Trust Fund, (v) any fees or expenses
that are expressly designated as an Additional Trust Fund Expense pursuant to any provision of this Agreement and (vi) any
other default-related or unanticipated expense of the Trust Fund that is not covered by a Property Advance and for which there
is no corresponding collection from a Mortgagor.


 


“Administrative
Cost Rate”: As of any date of determination, with respect to any Trust Loan, a rate equal to the sum of the Servicing
Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Ongoing Fee Rate (except in the case of a Trust Subordinate
Companion Loan), the CREFC® Intellectual Property Royalty License Fee Rate and the Trustee/Certificate Administrator
Fee Rate.


 


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


 


“Advance
Interest Amount”: Interest at the Advance Rate on the aggregate amount of P&I Advances and Property Advances for
which the Master Servicer, the Special Servicer or the Trustee, as applicable, have not been reimbursed for the number of days
from the date on which such Advance was made through, but not including, the date of reimbursement of the related Advance, less
any amount of interest previously paid on such Advance; provided, however, that with respect to any P&I Advance
made prior to the expiration of the related grace period (or, if there is no grace period, on or prior to the related Due Date),
interest on such P&I Advance shall accrue only from and after the expiration of such grace period (or, if there is no grace
period, from and after the related Due Date) and only if the subject Mortgage Loan is then still delinquent; and provided,
further, that interest at the Advance Rate shall not accrue on any Advance made to cover a delinquent Applicable Monthly
Payment that has been received after the Determination Date and prior to 2:00 p.m. (Eastern Time) on the related Master Servicer
Remittance Date.


 


“Advance
Rate”: A per annum rate equal to the Prime Rate, compounded annually (and, solely with respect to the Master
Servicer, subject to a floor rate of 2.0%).


 


“Affected
Loan(s)”: As defined in Section 2.03(a) of this Agreement.


 


“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified
Person; provided that, solely for the purposes of the definition of “Borrower Party”, the term “Affiliate”
means, with respect to any specified Person, (i) any other Person controlling or controlled by or under common control with such
specified Person or (ii) any other Person that owns, directly or indirectly, 25% or more of the beneficial interests in 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. Upon reasonable request of the Trustee and/or the Certificate Administrator, the Trustee and/or the Certificate Administrator
may obtain and rely on an Officer’s Certificate of the Master Servicer, the Special Servicer or the Depositor to determine
whether any Person is an Affiliate of such party.


 








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“Affirmative
Asset Review Vote”: As defined in Section 11.01(a).


 


“Aggregate
111 River Street Principal Distribution Amount”: For any Distribution Date, the sum of the following amounts:


 


(a)    
      the 111 River Street Scheduled Principal Distribution Amount for that Distribution Date, and


 


(b)           the
111 River Street Unscheduled Principal Distribution Amount for that Distribution Date;


 


provided,
that the Aggregate 111 River Street Principal Distribution Amount for any Distribution Date will be reduced, to not less than
zero, by the amount of any reimbursements of:


 


(A)          Nonrecoverable
Advances, together with interest on such Nonrecoverable Advances at the Advance Rate, that are paid or reimbursed from principal
collections on the 111 River Street Trust Subordinate Companion Loan in a period during which such principal collections would
have otherwise been included in the Aggregate 111 River Street Principal Distribution Amount for such Distribution Date, and


 


(B)           Workout-Delayed
Reimbursement Amounts that were paid or reimbursed from principal collections on the 111 River Street Trust Subordinate Companion
Loan in a period during which such principal collections would have otherwise been included in the Aggregate 111 River Street
Principal Distribution Amount for such Distribution Date;


 


provided,
further, that in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal
collections on the 111 River Street Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect
thereto) for a prior Distribution Date are subsequently recovered on the 111 River Street Trust Subordinate Companion Loan (or
any successor REO Companion Loan with respect thereto), such recovery will increase the Aggregate 111 River Street Principal Distribution
Amount for the Distribution Date related to the Collection Period in which such recovery occurs.


 


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


 


(a)           the
aggregate amount of all cash received on the Mortgage Loans and any REO Properties 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 Companion Loan Holders or is otherwise allocable to the Trust Subordinate Companion Loans) and/or the Lower-Tier REMIC
Distribution Account as of the close of business on the Business Day immediately preceding the related Master Servicer Remittance
Date, exclusive of any portion of the foregoing that represents (without duplication):


 


(i)           Monthly
Payments, together with any Balloon Payments that are accompanied by interest through the related Maturity Date, paid by the related 


 






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Mortgagors in respect of a Mortgage Loan, that are due on a Due Date (without regard to grace periods) that occurs after the related
Determination Date;


 


(ii)     
     payments (scheduled or otherwise) of principal (including Principal Prepayments) and interest, Net Liquidation
Proceeds, Net Insurance Proceeds, Net Condemnation Proceeds and other unscheduled recoveries that were received in respect of
the Mortgage Pool subsequent to the related Determination Date (other than any remittances on the Outside Serviced Mortgage
Loans or the Trust’s applicable interest in any related REO Property contemplated by clause (b) of this definition
for the subject Distribution Date);


 


(iii)          amounts
payable or reimbursable to any Person from the Collection Account pursuant to clauses (ii) through (ix), inclusive, of Section 3.06(a)
of this Agreement;


 


(iv)          Yield
Maintenance Charges on the Mortgage Loans;


 


(v)           Excess
Interest on the ARD Mortgage Loan(s);


 


(vi)          Penalty
Charges retained in the Collection Account pursuant to Section 3.14 of this Agreement;


 


(vii)         all
amounts deposited in the Collection Account or the Lower-Tier REMIC Distribution Account, as the case may be, in error; and


 


(viii)        with
respect to the Mortgage Loans (including REO Mortgage Loans) for which Withheld Amounts are required to be deposited in the Interest
Reserve Account, and any Distribution Date in January (other than during a leap year) or February of any calendar year
(unless such Distribution Date is the final Distribution Date), an amount equal to one day of interest on the Stated Principal
Balance of such Mortgage Loan as of the close of business on the Distribution Date in the month preceding the month in which the
subject Distribution Date occurs at the related Mortgage Rate, less the Administrative Cost Rate, to the extent such amounts are
on deposit in the Collection Account;


 


(b)           if
and to the extent not already included in clause (a) of this definition for the subject Distribution Date, (i) the aggregate
amount allocable to the Mortgage Loans transferred from any REO Account or Loan Combination Custodial Account to the Collection
Account for the subject Distribution Date pursuant to Section 3.16 or Section 3.06A, as applicable, of
this Agreement, and (ii) all remittances received on the Outside Serviced Mortgage Loans or the Trust’s interest in any
related REO Property in the month of the subject Distribution Date, in each case to the extent that such transfer is made or such
remittances are received, as the case may be, by the close of business on the Business Day immediately preceding the related Master
Servicer Remittance Date;


 


(c)           the
aggregate amount of any Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans with respect
to the subject Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with


 






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respect
to the Mortgage Loans for the subject Distribution Date (net of the related Trustee/Certificate Administrator Fee, Asset Representations
Reviewer Ongoing Fee and Operating Advisor Fee with respect to the Mortgage Loans (including REO Mortgage Loans) for which such
Compensating Interest Payments or P&I Advances are made, to the extent not already deducted from Aggregate Pooled Available
Funds pursuant to clause (a)(iii) of this definition);


 


(d)           the
aggregate amount of Excess Liquidation Proceeds transferred to the Lower-Tier REMIC Distribution Account from the Excess Liquidation
Proceeds Reserve Account for distribution on the subject Distribution Date;


 


(e)           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), commencing in 2023, the Withheld Amounts remitted to the Lower-Tier REMIC Distribution Account
pursuant to Section 3.23 of this Agreement; and


 


(f)        
   with respect to each Mortgage Loan that accrues interest on an Actual/360 Basis and the Distribution Date
occurring in March 2022, if and to the extent not already included in clause (a) of this definition for such Distribution
Date, any Initial Interest Deposit Amount remitted on the Closing Date by the related Mortgage Loan Seller to the Master
Servicer pursuant to Section 1 of the related Mortgage Loan Purchase Agreement.


 


Notwithstanding
the investment of funds held in the Collection Account or the Lower-Tier REMIC Distribution Account pursuant to Section 3.07
of this Agreement, for purposes of calculating the Aggregate Pooled Available Funds, the amounts so invested shall be deemed
to remain on deposit in such account.


 


“Aggregate
Principal Distribution Amount”: For any Distribution Date, an amount equal to the sum of the following amounts (which,
for the avoidance of doubt, will not include any amounts received with respect to the Trust Subordinate Companion Loans):


 


(A)          the
Scheduled Principal Distribution Amount for such Distribution Date; and


 


(B)           the
Unscheduled Principal Distribution Amount for such Distribution Date;


 


provided
that the Aggregate Principal Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the
amount of any reimbursements of (i) Nonrecoverable Advances (including any servicing advance with respect to an Outside Serviced
Mortgage Loan under the related Outside Servicing Agreement), together with interest on such Nonrecoverable Advances at the Advance
Rate, that are paid or reimbursed from principal collections on the Mortgage Loans (including the REO Mortgage Loans) in a period
during which such principal collections would have otherwise been included in the Aggregate Principal Distribution Amount for
such Distribution Date and (ii) Workout-Delayed Reimbursement Amounts that were paid or reimbursed from principal collections
on the Mortgage Loans (including the REO Mortgage Loans) in a period during which such principal collections would have otherwise
been included in the Aggregate Principal Distribution Amount for such Distribution Date (provided that, in the case of
clause (i) and (ii) above, if any of the amounts that were reimbursed from principal collections


 






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on the Mortgage Loans (including
the REO Mortgage Loans) for a prior Distribution Date are subsequently recovered on the related Mortgage Loan (including any successor
REO Mortgage Loan with respect thereto), such recovery will increase the Aggregate Principal Distribution Amount for the Distribution
Date related to the Collection Period in which such recovery occurs).


 


The
principal component of the amounts set forth above shall be determined in accordance with Section 1.02 hereof.


 


“Aggregate
VRR”: The Sabal VRR Interest Portion and the Combined Uncertificated VRR Interest.


 


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


 


“A.M.
Best”: A.M. Best Company, Inc. or its successors in interest. If neither A.M. Best nor any successor remains in existence,
“A.M. Best” 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 and the Special Servicer and specific ratings of A.M. Best herein referenced shall be deemed to refer to the
equivalent ratings (as reasonably determined by the Depositor) of the party so designated.


 


“AMF
Portfolio Mortgage Loan”: The Mortgage Loan secured by the portfolio of Mortgaged Properties identified on the Mortgage
Loan Schedule as AMF Portfolio.


 


“Ancillary
Fees”: With respect to any Serviced Loan, any and all demand fees, loan service transaction fees, beneficiary statement
charges, fees for insufficient or returned checks and other usual and customary charges and fees (other than Modification Fees,
Consent Fees, Penalty Charges, Assumption Fees, assumption application fees and defeasance fees) actually received from the related
Mortgagor.


 


“Anticipated
Repayment Date” or “ARD”: With respect to any ARD Mortgage Loan, the date upon which such ARD Mortgage
Loan commences accruing interest at its Revised Rate.


 


“Anticipated
Termination Date”: Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant
to Section 9.01(c) of this Agreement.


 


“Applicable
Co-sponsors”: With respect to each BMO-

SMC Co-sponsored Mortgage Loan, BMO and SMC.


 


“Applicable
Laws”: As defined in Section 3.01(l), Section 3.21(h) and Section 8.02(h), respectively,
of this Agreement.


 


“Applicable
Monthly Payment”: For any Mortgage Loan (including an Outside Serviced Mortgage Loan) with respect to any month (including
any such Mortgage Loan as to which the related Mortgaged Property has become an REO Property), the Monthly Payment; provided,
however, that for purposes of calculating the amount of any P&I Advance required to


 






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be made by the Master Servicer
or the Trustee, notwithstanding the amount of such Applicable Monthly Payment, interest shall be calculated at the Mortgage Rate
less the Servicing Fee Rate and, if applicable, shall be exclusive of Excess Interest; and provided, further, that
for purposes of determining the amount of any P&I Advance, the Monthly Payment shall be as reduced pursuant to any modification
of a Mortgage Loan pursuant to Section 3.24 of this Agreement or pursuant to the applicable Outside Servicing Agreement,
or pursuant to any bankruptcy, insolvency, or other similar proceeding involving the related Mortgagor.


 


“Applicable
DBRS Morningstar Permitted Investment Rating”: (A) In the case of such investments with maturities of 30 days or less,
the short-term obligations (or, if applicable, deposit accounts) of which are rated at least “R-1 (middle)” by DBRS
Morningstar or the long-term obligations (or, if applicable, deposit accounts) of which are rated at least “A” by
DBRS Morningstar, (B) in the case of such investments with maturities of three months or less, but more than 30 days, the short-term
obligations (or, if applicable, deposit accounts) of which are rated at least “R-1 (middle)” by DBRS Morningstar or
the long-term obligations (or, if applicable, deposit accounts) of which are rated at least “AA(low)” by DBRS Morningstar,
(C) in the case of such investments with maturities of six months or less, but more than three months, the short-term obligations
(or, if applicable, deposit accounts) of which are rated in the highest short-term rating category by DBRS Morningstar or the
long-term obligations (or, if applicable, deposit accounts) of which are rated at least “AA” by DBRS Morningstar,
and (D) in the case of such investments with maturities of 365 days or less, but more than six months, the short-term obligations
(or, if applicable, deposit accounts) of which are rated in the highest short-term rating category by DBRS Morningstar or the
long-term obligations (or, if applicable, deposit accounts) of which are rated “AAA” by DBRS Morningstar.


 


“Applicable
Fitch Permitted Investment Rating”: (A) in the case of any investments with maturities of thirty (30) days or less,
the short-term obligations of which are rated at least “F1” by Fitch or the long-term 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
obligations of which are rated at least “K3” by KBRA or the long-term obligations of which are rated at least “BBB-”
by KBRA, and (B) in the case of such investments with maturities of more than 90 days but less than 365 days, the short-term obligations
of which are rated at least “K1” by KBRA or the long-term obligations of which are rated at least “A-”
by KBRA.


 


“Applicable
Moody’s Permitted Investment Rating”: In the case of any investments, the short-term debt obligations of the obligors
on which are rated at least “P-1” by Moody’s or the long-term debt obligations of the obligors on which are
rated at least “A2” by Moody’s.


 


“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 365 days or less, 





 






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but
more than sixty (60) days, the short term obligations of which are rated at least “A-1” by S&P, if the long term
obligations of which are rated at least “AA-” by S&P.


 


“Applicant”:
As defined in Section 5.07(a) of this Agreement.


 


“Applied
360RR Realized Loss Amount”: All reductions in the Certificate Balance of the 360RR Interest in respect of 360RR Realized
Losses allocable thereto.


 


“Appraisal”:
An appraisal prepared by an Appraiser, which shall be prepared in accordance with MAI standards.


 


“Appraisal
Reduction Amount”: For any Distribution Date and for any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable)
as to which an Appraisal Reduction Event has occurred and an Appraisal Reduction Amount is required to be calculated, an amount
equal to the excess, if any, of (a) the Stated Principal Balance of such Serviced Mortgage Loan (or Serviced Loan Combination)
as of the last day of the related Collection Period over (b) the excess of (i) the sum of (A) 90% of the appraised
value of the related Mortgaged Property or Properties (as determined by (1) one or more Appraisals obtained by the Special Servicer
(the cost of which shall be advanced by the Master Servicer as a Property Advance (or, if such Property Advance would be a Nonrecoverable
Advance, paid by the Master Servicer out of the Collection Account as an expense of the Trust Fund)) or (2) an internal valuation
performed by the Special Servicer with respect to any Serviced Mortgage Loan (considering any Cross-Collateralized Group as a
single Mortgage Loan) or Serviced Loan Combination with an outstanding principal balance of less than $2,000,000 (provided that
the Special Servicer may, in its sole discretion in accordance with the Servicing Standard, obtain Appraisal(s) with respect to
such Serviced Mortgage Loan or Serviced Loan Combination as contemplated by the preceding clause (1)), minus, with respect
to any Appraisal, such downward adjustments as the Special Servicer may make in accordance with the Servicing Standard (without
implying any obligation to do so) based upon the Special Servicer’s review of the Appraisal and such other information
as the Special Servicer may deem appropriate and (B) all escrows, letters of credit and reserves in respect of such Serviced
Mortgage Loan (or Serviced Loan Combination) as of the date of the calculation over (ii) the sum, 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 on such Serviced Mortgage Loan (or Serviced Loan Combination) at a per annum rate equal to its Mortgage
Rate (and with respect to a Serviced Loan Combination, interest on the related Serviced Companion Loan(s) at the related Mortgage
Rate), (B) all unreimbursed Advances (which shall include, without limitation, (1) any Advances as to which the advancing
party was reimbursed from a source other than the related Mortgagor and (2) any Unliquidated Advances), with interest thereon
at the Advance Rate in respect of such Serviced Mortgage Loan (or Serviced Loan Combination) and (C) all currently due and
unpaid real estate taxes and assessments, insurance premiums and ground rents, unpaid Special Servicing Fees and all other amounts,
due and unpaid with respect to such Serviced Mortgage Loan (or Serviced Loan Combination) (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,
and/or for which funds have not been escrowed). Promptly upon knowledge of the occurrence of an Appraisal Reduction Event (or
a longer period so long as the Special Servicer is (as certified thereby to the Trustee in writing) diligently and in good faith
proceeding to obtain such), if an Appraisal has not been obtained within the immediately preceding


 






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nine (9) months (or if
the Special Servicer has determined in accordance with the Servicing Standard such Appraisal to be materially inaccurate), the
Special Servicer shall use reasonable efforts to obtain an Appraisal, the costs of which shall be paid by the Master Servicer
as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account if such
Property Advance would be a Nonrecoverable Advance), or conduct an internal valuation, as applicable, in accordance with Section
3.10(a) of this Agreement. The Master Servicer shall provide (via electronic delivery) the Special Servicer with information
in its possession that is reasonably required to calculate or recalculate any Appraisal Reduction Amount pursuant to this definition
using reasonable efforts to deliver such information within four (4) Business Days of the Special Servicer’s reasonable
written request. None of the Master Servicer, the Trustee or the Certificate Administrator shall calculate or verify Appraisal
Reduction Amounts. On the first Determination Date that is at least five (5) Business Days following the receipt of such Appraisal
or the conducting of an internal valuation, the Special Servicer shall calculate or adjust, as applicable, the Appraisal Reduction
Amount to take into account such Appraisal or internal valuation, as applicable, and such information, if any, reasonably requested
by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount.
Notwithstanding the foregoing, if an Appraisal is required to be obtained in accordance with Section 3.10(a) of this
Agreement but is not obtained and, if permitted, an internal valuation has not been conducted, within 120 days following
the events described in the applicable clause of the definition “Appraisal Reduction Event” (without regard to the
time periods stated therein), then, until such Appraisal is obtained or, if permitted, such internal valuation is conducted and
solely for purposes of determining the amounts of P&I Advances, the Appraisal Reduction Amount for or allocable to the related
Serviced Mortgage Loan (or, in the case of a Serviced Loan Combination that includes a Trust Subordinate Companion Loan, for such
Serviced Loan Combination) will equal 25% of the then current Stated Principal Balance of such related Serviced Mortgage Loan
(or, in the case of a Serviced Loan Combination that includes a Trust Subordinate Companion Loan, of such Serviced Loan Combination);
provided that, upon receipt of an Appraisal, or, if permitted, completion of an internal valuation, however, the Appraisal
Reduction Amount for such Serviced Mortgage Loan (or Serviced Loan Combination) will be recalculated in accordance with this definition
without regard to this sentence. With respect to each Serviced Loan as to which an Appraisal Reduction Event has occurred (unless
the Serviced Loan has become a Corrected Loan (if a Servicing Transfer Event had occurred with respect to the related Serviced
Loan) and has remained current for three consecutive Monthly Payments, and with respect to which no other Appraisal Reduction
Event has occurred during the preceding three months), the Special Servicer shall, within 30 days of each anniversary of
such Appraisal Reduction Event, order an Appraisal (which may be an update of the prior Appraisal) (the cost of which will be
covered by, and reimbursable as, a Property Advance by the Master Servicer or as an expense of the Trust Fund and paid by the
Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance) or, if applicable, conduct
an internal valuation, provided, however, no new or updated Appraisal or internal valuation will be required if
the Serviced Loan or REO Property is under contract to be sold within 90 days of such Appraisal Reduction Event or anniversary
thereof and the Special Servicer reasonably believes such sale is likely to close. Based upon such Appraisal or letter updates
thereto, or, if applicable, an internal valuation, the Special Servicer shall determine and report to the Master Servicer and
the Certificate Administrator the Appraisal Reduction Amount, if any, with respect to such Serviced Mortgage Loan (or Serviced
Loan Combination), and each of those parties shall be entitled to rely


 






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conclusively on such determination by the Special Servicer.
The Special Servicer shall deliver a copy of any such Appraisal or internal valuation to the Master Servicer and the Certificate
Administrator, which shall be in electronic format. Each Appraisal Reduction Amount shall also be adjusted with respect to the
next Distribution Date to take into account any subsequent Appraisal and annual letter updates or, if applicable, any subsequent
internal valuation, as of the date of each such subsequent Appraisal or letter update or, if applicable, internal valuation.


 


Upon
payment in full or liquidation of any Serviced Loan for which an Appraisal Reduction Amount has been determined, such Appraisal
Reduction Amount will be eliminated. In addition, with respect to any Serviced Loan, as to which an Appraisal Reduction Event
has occurred, such Serviced Loan shall no longer be subject to the Appraisal Reduction Amount if (a) such Serviced Loan has
become a Corrected Loan (if a Servicing Transfer Event had occurred with respect to the related Serviced Loan) and such Serviced
Loan becomes and remains current for three consecutive Monthly Payments and (b) no other Appraisal Reduction Event has occurred
and is continuing with respect to such Serviced Loan.


 


Appraisal
Reduction Amounts with respect to each Serviced Loan Combination shall be allocated, first, to any related Serviced Subordinate
Companion Loan(s) (up to the outstanding principal balance(s) thereof), and then, to the related Serviced Mortgage Loan
and any related Serviced Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding
principal balances of such Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s). Notwithstanding the foregoing,
if so provided in the related Co-Lender Agreement, the holder of a Serviced Subordinate Companion Loan may be permitted to post
cash or a letter of credit to offset all or some portion of an Appraisal Reduction Amount.


 


Notwithstanding
the foregoing, with respect to each Outside Serviced Mortgage Loan, the Appraisal Reduction Amount shall be the portion of any
“appraisal reduction amount” relating to such Outside Serviced Loan Combination, that is calculated pursuant to the
applicable Outside Servicing Agreement by the related Outside Special Servicer or related Outside Servicer, as applicable, and
that is allocable to such Outside Serviced Mortgage Loan pursuant to such Outside Servicing Agreement and the related Co-Lender
Agreement. The parties hereto shall be entitled to rely on such calculations as reported to them by the related Outside Servicer.
The Uncertificated Interest Owners and, by their acceptance of their Certificates, the Certificateholders shall be deemed to have
acknowledged that the applicable Outside Servicing Agreement and the related Co-Lender Agreement, taken together, provide that
any such “appraisal reduction amount” will be calculated under the applicable Outside Servicing Agreement by the applicable
party thereto.


 


“Appraisal
Reduction Event”: With respect to any Serviced Loan, the earliest of (i) the date on which such Serviced Loan becomes
a Modified Asset, (ii) the date on which such Serviced Loan is 60 days or more delinquent in respect of any Monthly
Payment, which does not include a Balloon Payment, (iii) solely in the case of a delinquent Balloon Payment, (A) the
date occurring 30 days after the date on which such Balloon Payment was due (except as described in the immediately following
clause (B)) or (B) if the related Mortgagor has delivered to the Master Servicer (who shall promptly deliver a
copy thereof to the Special Servicer) or the Special Servicer (who shall promptly deliver a copy thereof to the Master Servicer)
a signed purchase agreement


 






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or a refinancing commitment acceptable to the Special Servicer prior to the date 30 days after
the Balloon Payment was due, the date occurring 120 days after the date on which the Balloon Payment was due (or such shorter
period beyond the date on which that Balloon Payment was due during which the refinancing is scheduled to occur), (iv) the date
on which the related Mortgaged Property has become an REO Property, (v) a receiver or similar official is appointed
and continues for 60 days in such capacity in respect of the related Mortgaged Property, (vi) 60 days after the
related Mortgagor is subject to a bankruptcy, insolvency or similar proceedings, which, in the case of an involuntary bankruptcy,
insolvency or similar proceeding, is not dismissed within those 60 days, or (vii) the date on which such Serviced Loan remains
outstanding five (5) years following any extension of its maturity date pursuant to Section 3.24 of this Agreement.
Notwithstanding the foregoing, for purposes of the clauses (i) and (ii) in the immediately preceding sentence of
this definition, neither (i) a Payment Accommodation with respect to any Serviced Loan nor (ii) any default or delinquency that
would have existed but for such Payment Accommodation shall constitute an Appraisal Reduction Event, for so long as the related
Mortgagor is complying with the terms of such Payment Accommodation. For the avoidance of doubt, in the event a Mortgagor fails
to comply with the terms of a Payment Accommodation (as determined by the Special Servicer in accordance with the Servicing Standard),
a determination as to whether any applicable event specified in the preceding sentence constitutes an Appraisal Reduction Event
shall be made as though the Payment Accommodation never occurred; provided, however, if, pursuant to this sentence, an
Appraisal Reduction Event is determined to occur prior to the date of such Mortgagor’s failure to comply with the terms
of the related Payment Accommodation, then such Appraisal Reduction Event will be deemed to occur on the date of such Mortgagor’s
failure to comply. If an Appraisal Reduction Event occurs with respect to any Serviced Mortgage Loan that is part of a Serviced
Loan Combination, then an Appraisal Reduction Event shall be deemed to have occurred with respect to the related Serviced Companion
Loan(s). If an Appraisal Reduction Event occurs with respect to any Serviced Companion Loan that is part of a Serviced Loan Combination,
then an Appraisal Reduction Event shall be deemed to have occurred with respect to the related Serviced Mortgage Loan and any
other Serviced Companion Loan(s) included as part of that Serviced Loan Combination. No Appraisal Reduction Event may occur at
any time when the aggregate Certificate Balance of all Classes of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates
(other than the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB Certificates) and, solely
in the case of each of the 360 Rosemary Loan Combination and the 111 River Street Loan Combination, all Classes of related Loan-Specific
Principal Balance Certificates, have been reduced to zero. The Special Servicer shall notify the Master Servicer and the Master
Servicer shall notify the Special Servicer, as applicable, promptly upon the occurrence of any of the foregoing events.


 


“Appraised-Out
Class”: Any Class of Control Eligible Certificates, 360 Rosemary Control Eligible Certificates or 111 River Street Control
Eligible Certificates, the Certificate Balance of which (taking into account the allocation of any Appraisal Reduction Amounts
or Collateral Deficiency Amounts to notionally reduce the Certificate Balance of such Class) has been reduced to less than 25%
of its initial Certificate Balance.


 


“Appraised
Value”: As of any date of determination, (i) with respect to any Mortgaged Property (other than a Mortgaged Property
securing an Outside Serviced Mortgage Loan), the appraised value thereof based upon an appraisal or update thereof prepared by
an Appraiser that is contained in the related Servicing File obtained within the time parameters


 






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required by this Agreement, and
(ii) with respect to each Mortgaged Property securing an Outside Serviced Mortgage Loan, the appraised value allocable thereto,
as determined pursuant to the Outside Servicing Agreement.


 


“Appraiser”:
An Independent nationally recognized professional commercial real estate appraiser who (i) is a member in good standing of
the Appraisal Institute, (ii) if the state in which the related Mortgaged Property is located certifies or licenses appraisers,
is certified or licensed in such state, and (iii) has a minimum of five years’ experience in the related property type
and market.


 


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


 


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


 


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


 


“Asset
Representations Reviewer”: Park Bridge Lender Services LLC, a New York limited liability company, or its successor-in-interest,
or any successor Asset Representations Reviewer as herein provided.


 


“Asset
Representations Reviewer Asset Review Fee”: As defined in Section 11.02(b).


 


“Asset
Representations Reviewer Ongoing Fee”: As defined in Section 11.02(a).


 


“Asset
Representations Reviewer Ongoing Fee Rate”: As defined in Section 11.02(a).


 


“Asset
Representations Reviewer Termination Event”: As defined in Section 11.05(a).


 


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


 


“Asset
Review Notice”: As defined in Section 11.01(a).


 


“Asset
Review Quorum”: In connection with any solicitation of votes to authorize an Asset Review as described in Section 11.01(a),
the Holders of Pooled Certificates evidencing at least 5% of the Pooled Voting Rights represented by all of the Pooled Certificates.


 


“Asset
Review Report”: As defined in Section 11.01(b)(vii)(C).


 


“Asset
Review Report Summary”: As defined in Section 11.01(b)(vii)(C).


 


“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


 






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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”: Any time when, as of the end of the applicable Collection Period, 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 REO Mortgage Loans) held by the Trust are Delinquent Loans, or (2) at least 15 Mortgage Loans are
Delinquent Loans and the aggregate outstanding principal balance of such Delinquent Loans constitutes at least 20.0% of the aggregate
outstanding principal balance of all of the Mortgage Loans (including any REO Mortgage Loans) held by the Trust.


 


“Asset
Review Vote Election”: As defined in Section 11.01(a).


 


“Asset
Status Report”: As defined in Section 3.21(b) of this Agreement.


 


“Assignment
of Leases”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar agreement
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.


 


“Assumption
Fees”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), any and all assumption
fees of such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) for transactions effected under Section 3.09(a),
3.09(b) and 3.09(c) of this Agreement (excluding assumption application fees), actually paid by the related Mortgagor
and other applicable fees (not including assumption fees and/or assumption application fees) actually paid by the related Mortgagor
in accordance with the related Loan Documents, with respect to any assumption or substitution agreement entered into by the Master
Servicer or the Special Servicer on behalf of the Trust (or, in the case of a Serviced Loan Combination, on behalf of the Trust
and the related Serviced Companion Loan Holder(s)) pursuant to Section 3.09(a) of this Agreement or paid by the related
Mortgagor with respect to any transfer of an interest in such Mortgagor pursuant to Section 3.09(a) of this Agreement.


 


“Authenticating
Agent”: Any authenticating agent appointed by the Certificate Administrator pursuant to Section 5.09 of
this Agreement.


 


“Available
Funds”: For any Distribution Date, (i) with respect to distributions to be made on the Pooled Certificates, the Uncertificated
VRR Interest and the Class R Certificates, the Aggregate Pooled Available Funds, (ii) with respect to distributions to be made
on the Non-Uncertificated VRR Retained Pooled Certificates and the Class R Certificates, the Non- Uncertificated VRR Retained
Available Funds, (iii) with respect to distributions to be made on the Combined Uncertificated VRR Interest and the Class R Certificates,
the Combined Uncertificated VRR Available Funds, (iv) in the case of distributions to be made on the 360 Rosemary Loan-Specific
Certificates and the Class R Certificates, the 360 Rosemary Available Funds and (v) in


 






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the case of distributions to be made on
111 River Street Loan-Specific Certificates, the 111RR Interest and the Class R Certificates, 111 River Street Available Funds.


 


“Balloon
Loan”: Any Mortgage Loan or Serviced Companion Loan that by its original terms or by virtue of any modification provides
for an amortization schedule extending beyond its Maturity Date, unless such extension results solely from the accrual of interest
on the basis of the actual number of days elapsed in a year of 360 days, notwithstanding calculation of Monthly Payments
based on a 360-day year consisting of twelve 30-day months.


 


“Balloon
Payment”: With respect to any Balloon Loan as of any date of determination, the amount outstanding on the Maturity Date
of such Balloon Loan in excess of the related Monthly Payment.


 


“BBCMS
2021-C12 PSA”: The Pooling and Servicing Agreement is dated and effective as of November 1, 2021, between Barclays Commercial
Mortgage Securities LLC, as depositor, KeyBank National Association, as master servicer, LNR Partners, LLC, as special servicer,
Computershare Trust Company, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee,
and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, as the same may be amended from time
to time in accordance with the terms thereof, pursuant to which the BBCMS Mortgage Trust 2021-C12, Commercial Mortgage Pass Through
Certificates, Series 2021-C12 were issued.


 


“BMO”:
Bank of Montreal, a Canadian chartered bank, and its successors in interest.


 


“BMO
AMF Portfolio Note”: With respect to the AMF Portfolio Mortgage Loan, that certain promissory note A-4 in the original
aggregate principal amount of $24,000,000, made by the related Mortgagor in favor of BMO, as the same may hereafter be amended,
restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified.


 


“BMO
Capital”: BMO Capital Markets Corp.


 


“BMO
Co-sponsored Mortgage Loan”: The AMF Portfolio Mortgage Loan.


 


“BMO
Co-sponsored Notes”: The BMO AMF Portfolio Notes.


 


“BMO
Mortgage Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of February [__], 2022, by and between
BMO and the Depositor.


 


“BMO
Mortgage Loans”: The Mortgage Loans (or portions thereof) transferred by BMO to the Depositor and/or the Trust pursuant
to the BMO Mortgage Loan Purchase Agreement and this Agreement.


 


“BMO-SMC
Co-sponsored Mortgage Loan”: The AMF Portfolio Mortgage Loan.


 


“Base
Interest Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of
the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D
and Class E Certificates, a fraction


 






    - 42 -


     


    

 


(a) whose numerator is the amount, if any, by which (i) the Pass-Through Rate
on such Class of Certificates exceeds (ii) the discount rate used in accordance with the related Loan Documents in calculating
the Yield Maintenance Charge with respect to such Principal Prepayment (or, if the Yield Maintenance Charge is a fixed percentage
of the principal balance of the related Mortgage Loan, the yield rate applicable to any related yield maintenance charge or that
is otherwise described in the related Loan Documents) and (b) whose denominator is the amount, if any, by which (i) the
Mortgage Rate on such Mortgage Loan exceeds (ii) the discount rate used in accordance with the related Loan Documents in
calculating the Yield Maintenance Charge with respect to such Principal Prepayment (or, if the Yield Maintenance Charge is a fixed
percentage of the principal balance of the related Mortgage Loan, the yield rate applicable to any related yield maintenance charge
or that is otherwise described in the related Loan Documents); provided, however, that under no circumstances shall
the Base Interest Fraction be greater than one. If the discount rate referred to in the preceding sentence is greater than or
equal to both of (x) the Mortgage Rate on the related Mortgage Loan and (y) the Pass-Through Rate described in the preceding
sentence, then the Base Interest Fraction shall equal zero, and if such discount rate is greater than or equal to the Mortgage
Rate on such Mortgage Loan, but less than the Pass-Through Rate described in the preceding sentence, then the Base Interest Fraction
shall equal one.


 


“Borrower
Delayed Reimbursements”: Any Additional Trust Fund Expenses and reimbursements of Advances that the related Mortgagor
is required, pursuant to a written modification agreement, to pay in the future to the Trust in its capacity as owner of the related
Mortgage Loan.


 


“Borrower
Party”: Either (i) a Mortgagor under a Mortgage Loan or Loan Combination, a Mortgagor or a manager of a related
Mortgaged Property or any Affiliate of any of the foregoing or (ii) a holder or beneficial owner (or an Affiliate of any
holder or beneficial owner) of any Accelerated Mezzanine Loan.


 


“Breach”:
As defined in Section 2.03(a) of this Agreement.


 


“Business
Day”: Any day other than a Saturday, a Sunday or any day on which the New York Stock Exchange, the Federal Reserve Bank
of New York or banking institutions in the States of New York, Kansas, Ohio, Washington D.C., Maryland and Delaware, the cities
in which the principal offices of the Operating Advisor, the Master Servicer or the Special Servicer are located, or the city
in which the Corporate Trust Office of the Certificate Administrator or the Trustee is located, are authorized or obligated by
law, executive order or governmental decree to be closed.


 


“Calculation
Rate”: A discount rate appropriate for the type of cash flows being discounted, namely (i) for principal and interest
payments on a Mortgage Loan or Serviced Loan Combination or proceeds from the sale of a Defaulted Mortgage Loan or Defaulted Serviced
Loan Combination, the highest of (1) the rate determined by the Master Servicer or the Special Servicer, as applicable, that
approximates the market rate that would be obtainable by the Mortgagors on similar debt of the Mortgagors as of such date of determination,
(2) the Mortgage Rate and (3) the yield on 10-year U.S. treasuries and (ii) for all other cash flows, including
property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal).


 






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“Certificate”:
Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class
X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D, Class E, Class F, Class G, Class H, Class J, Class S, Class R, Class
360A, Class 360X, Class 360B, Class 360C, Class 360D, Class 360E, Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D
and Class 111E Certificate, in any event issued, authenticated and delivered hereunder.


 


“Certificate
Administrator”: Computershare Trust Company, National Association, a national banking association, or its successor
in interest, or any successor Certificate Administrator appointed as herein provided. Computershare Trust Company, National Association
will perform its duties as Certificate Administrator hereunder through its Corporate Trust Services division (including, as applicable,
any agents or affiliates utilized thereby).


 


“Certificate
Administrator Accounts”: As defined in Section 3.07(a) of this Agreement.


 


“Certificate
Administrator Personnel”: The divisions and individuals of the Certificate Administrator who are involved in the performance
of the duties of the Certificate Administrator under this Agreement.


 


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


 


“Certificate
Balance”: (i) With respect to any Class of Pooled Principal Balance Certificates or the Class VRR Upper-Tier
Regular Interest outstanding at any time, (a) as of any date of determination on or prior to the first Distribution Date,
an amount equal to the aggregate initial Certificate Balance of such Class of Pooled Principal Balance Certificates or the
Class VRR Upper-Tier Regular Interest, as specified in the Preliminary Statement hereto, and (b) as of any date of determination
after the first Distribution Date, an amount equal to the Certificate Balance of such Class of Pooled Principal Balance Certificates
or the Class VRR Upper-Tier Regular Interest on the Distribution Date immediately prior to such date of determination, after
any actual (or, in the case of the Class VRR Upper-Tier Regular Interest, deemed) distributions of principal thereon and
allocations of applicable Realized Losses thereto on such prior Distribution Date, and after any increases to such Certificate
Balance on such prior Distribution Date (as and to the extent provided in Section 4.01(g) of this Agreement) in connection
with recoveries of Nonrecoverable Advances previously reimbursed out of collections of principal on the Mortgage Loans.


 


(ii)           With
respect to any Class of 360 Rosemary Loan-Specific Principal Balance Certificates outstanding at any time, (a) as of
any date of determination on or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate Balance
of such Class of 360 Rosemary Loan-Specific Principal Balance Certificates, as specified in the Preliminary Statement hereto,
and (b) as of any date of determination after the first Distribution Date, an amount equal to the Certificate Balance of
such Class of 360 Rosemary Loan-Specific Principal Balance Certificates on the Distribution Date immediately prior to such
date of determination, after any actual distributions of principal thereon and allocations of 360 Non-VRR Realized Losses or 360RR
Realized Losses, as applicable, thereto on such prior Distribution Date, and after any increases to such Certificate Balance on
such prior Distribution Date (as and to the extent provided 


 






    - 44 -


     


    

 


in Section 4.01(g) of this Agreement) in connection with
recoveries of Nonrecoverable Advances previously reimbursed out of collections of principal on the 360 Rosemary Trust Subordinate
Companion Loan.


 


(iii)          With
respect to any Class of 111 River Street Loan-Specific Certificates outstanding at any time, (a) as of any date of determination
on or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate Balance of such Class of
111 River Street Loan-Specific Certificates, as specified in the Preliminary Statement hereto, and (b) as of any date of
determination after the first Distribution Date, an amount equal to the Certificate Balance of such Class of 111 River Street
Loan-Specific Certificates on the Distribution Date immediately prior to such date of determination, after any actual distributions
of principal thereon and allocations of applicable Realized Losses thereto on such prior Distribution Date, and after any increases
to such Certificate Balance on such prior Distribution Date (as and to the extent provided in Section 4.01(g) of this
Agreement) in connection with recoveries of Nonrecoverable Advances previously reimbursed out of collections of principal on the
111 River Street Trust Subordinate Companion Loan.


 


“Certificate
Factor”: With respect to any Class of Pooled Principal Balance Certificates or Pooled Class X Certificates,
as of any date of determination, a fraction, expressed as a decimal carried to eight places, the numerator of which is the then
related Certificate Balance or Notional Amount, as the case may be, and the denominator of which is the related initial Certificate
Balance or related initial Notional Amount, as the case may be.


 


“Certificate
Owner”: With respect to a Global Certificate, the Person who is the beneficial owner of such Certificate as reflected
on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly as a Depository
Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository). Each of the Trustee,
the Certificate Administrator, the Special Servicer and the Master Servicer shall have the right to require, as a condition to
acknowledging the status of any Person as a Certificate Owner under this Agreement, that such Person provide evidence (which may
be in the form of an Investor Certification) at its expense of its status as a Certificate Owner hereunder.


 


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


 


“Certificateholder”:
With respect to any Certificate, the Person whose name is registered in the Certificate Register (including, solely for the purposes
of distributing reports, statements or other information pursuant to this Agreement, Certificate Owners or potential transferees
of Certificates to the extent the Person distributing such information has been provided with an appropriate Investor Certification
by or on behalf of such Certificate Owner or potential transferee); provided, however, that


 


(a)           solely
for the purpose of giving any consent, approval, waiver or taking any action pursuant to this Agreement (including voting on amendments
to this Agreement) that specifically relates to the rights, duties, compensation or termination of, and/or any other matter specifically
involving, the Depositor, the Master Servicer, the Special Servicer, any Excluded Mortgage Loan Special Servicer, the Trustee,
the Certificate


 






    - 45 -


     


    

 


Administrator, the Operating Advisor, the Asset Representations Reviewer, any Mortgage Loan Seller or any Person
known to a Responsible Officer of the Certificate Registrar to be an Affiliate of any such party, any Certificate registered in
the name of or beneficially owned by such party or any Affiliate thereof shall be deemed not to be outstanding 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;


 


(b)           solely
for the purpose of giving any consent, approval, waiver or taking any action pursuant to this Agreement, any Certificate beneficially
owned by a Borrower Party shall be deemed not to be outstanding 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 notwithstanding the foregoing, for purposes of exercising
any rights it may have solely as a member of the Controlling Class, any Controlling Class Certificate owned by an Excluded
Controlling Class Holder shall be deemed not to be outstanding as to such Excluded Controlling Class Holder solely with
respect to giving consent and taking any action with respect to any related Excluded Controlling Class Mortgage Loan); and


 


(c)           if
the Master Servicer, the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is a member of the Controlling
Class, it shall be permitted to act in such capacity and exercise all rights under this Agreement bestowed upon the Controlling
Class (other than, with respect to any Excluded Controlling Class Mortgage Loan with respect to which such party is
an Excluded Controlling Class Holder, as described in the proviso in parenthesis in clause (b) above).


 


For
the avoidance of doubt, nothing contained in this definition will preclude the Special Servicer from performing its duties and
exercising its rights in its capacity as Special Servicer under this Agreement other than with respect to an Excluded Special
Servicer Mortgage Loan.


 


“Certificateholder
Quorum”: A quorum that:


 


(1)           with
respect to the Pooled Certificates and the related Loan-Specific Certificates, for purposes of a vote to terminate and replace
the Special Servicer for either the 360 Rosemary Loan Combination or the 111 River Street Loan Combination at the request of the
Holders of Certificates evidencing not less than 25% of the Voting Rights allocable to the Pooled Certificates (other than the
Class S Certificates) and the related Loan-Specific Certificates (without regard to the application of any Appraisal Reduction
Amounts) pursuant to Section 6.08(a) of this Agreement, consists of the Holders of Certificates evidencing at least
50% of the Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts to notionally reduce the Certificate
Balances of the respective Classes of applicable Principal Balance Certificates) of all of the Pooled Certificates (other than
the Class S Certificates) and the related Loan-Specific Certificates, on an aggregate basis;


 






    - 46 -


     


    

 


(2)           with
respect to the Pooled Certificates, (a) for purposes of a vote to terminate and replace the Special Servicer (other than with
respect to the 360 Rosemary Loan Combination and the 111 River Street Loan Combination) or the Asset Representations Reviewer
at the request of the Holders of Pooled Certificates evidencing not less than 25% of the Pooled Voting Rights (without regard
to the application of any Appraisal Reduction Amounts) pursuant to Section 6.08(a) or Section 11.05(b), as
applicable, of this Agreement, consists of the Holders of Pooled Certificates evidencing at least 50% of the Pooled Voting
Rights (taking into account the allocation of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of
the respective Classes of Pooled Principal Balance Certificates) of all of the Pooled Certificates (other than the Class S
Certificates), on an aggregate basis, and (b) for purposes of each of (i) a vote to terminate and replace the Special Servicer
(other than with respect to the 360 Rosemary Loan Combination and the 111 River Street Loan Combination) based on a recommendation
of the Operating Advisor, (ii) a vote to terminate and replace the Special Servicer with respect to the 360 Rosemary Loan
Combination or the 111 River Street Loan Combination based on a recommendation of the Operating Advisor, in each case pursuant
to Section 6.08(b) of this Agreement, consists of the Holders of Pooled Certificates evidencing at least 20% of the
Voting Rights (taking into account the application of Appraisal Reduction Amounts to notionally reduce Certificate Balances) of
all Principal Balance Certificates on an aggregate basis;


 


(3)           with
respect to the 360 Rosemary Loan-Specific Certificates, for purposes of a vote to terminate and replace the Special Servicer of
the 360 Rosemary Loan Combination based on a recommendation of the Operating Advisor pursuant to Section 6.08(b) of
this Agreement, consists of the Holders of 360 Rosemary Loan-Specific Certificates evidencing at least 20% of the aggregate of
the outstanding principal balances of all 360 Rosemary Loan-Specific Certificates, with such quorum including at least three (3)
Holders of 360 Rosemary Loan-Specific Certificates that are not Risk Retention Affiliated with each other; and


 


(4)           with
respect to the 111 River Street Loan-Specific Certificates, for purposes of a vote to terminate and replace the Special Servicer
of the 111 River Street Loan Combination based on a recommendation of the Operating Advisor pursuant to Section 6.08(b)
of this Agreement, consists of the Holders of 111 River Street Loan-Specific Certificates evidencing at least 20% of the aggregate
of the outstanding principal balances of all 111 River Street Loan-Specific Certificates.


 


“Certificateholder
Repurchase Request”: As defined in Section 2.03(f) of this Agreement.


 


“Certification
Parties”: As defined in Section 10.06 of this Agreement.


 


“Certifying
Certificateholder”: As defined in Section 5.07(a) of this Agreement.


 


“Certifying
Person”: As defined in Section 10.06 of this Agreement.


 


“Certifying
Servicer”: As defined in Section 10.08 of this Agreement.


 






    - 47 -


     


    

 


“Class”:
With respect to the Certificates, all of the Certificates bearing the same alphabetical or alphanumeric class designation, and
with respect to the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River Street Regular Interests,
each interest set forth in the Preliminary Statement hereto.


 


“Class 111A
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-32 hereto.


 


“Class 111A
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the 111 River
Street Trust Subordinate Companion Loan (adjusted, if necessary, to accrue interest on the basis of a 360-day year consisting
of twelve 30 day months) as of the first day of the related Collection Period.


 


“Class 111B
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-33 hereto.


 


“Class 111B
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the 111 River
Street Trust Subordinate Companion Loan (adjusted, if necessary, to accrue interest on the basis of a 360-day year consisting
of twelve 30 day months) as of the first day of the related Collection Period.


 


“Class 111C
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-34 hereto.


 


“Class 111C
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the 111 River
Street Trust Subordinate Companion Loan (adjusted, if necessary, to accrue interest on the basis of a 360-day year consisting
of twelve 30 day months) as of the first day of the related Collection Period.


 


“Class 111D
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-35 hereto.


 


“Class 111D
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the 111 River
Street Trust Subordinate Companion Loan (adjusted, if necessary, to accrue interest on the basis of a 360-day year consisting
of twelve 30 day months) as of the first day of the related Collection Period.


 


“Class 111E
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-36 hereto.


 


“Class 111E
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the 111 River
Street Trust Subordinate Companion Loan


 






    - 48 -


     


    

 


(adjusted, if necessary, to accrue interest on the basis of a 360-day year consisting
of twelve 30 day months) as of the first day of the related Collection Period.


 


“Class 360A
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-25 hereto.


 


“Class 360A
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.77600%.


 


“Class 360X
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-26 hereto.


 


“Class 360X
Components”: The Class 360A Component, which constitutes a separate class of “regular interests”, within
the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class 360X Strip
Rate from time to time and a notional amount equal to its Component Notional Amount from time to time.


 


“Class 360X
Notional Amount”: With respect to the Class 360X Certificates as of any date of determination, the sum of the Component
Notional Amounts of the Class 360X Components.


 


“Class 360X
Pass-Through Rate”: For any Distribution Date, the weighted average of the Class 360X Strip Rates for the Class 360X
Components for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Class 360X Components
outstanding immediately prior to such Distribution Date).


 


“Class 360X
Strip Rate”: With respect to each Class 360X Component for any Distribution Date, a rate per annum equal to:
(i) the Net Mortgage Rate on the 360 Rosemary Trust Subordinate Companion Loan as of the first day of the related Collection
Period, minus (ii) the Pass-Through Rate for the Corresponding Certificates.


 


“Class 360B
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-27 hereto.


 


“Class 360B
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the 360 Rosemary
Trust Subordinate Companion Loan (adjusted, if necessary, to accrue interest on the basis of a 360-day year consisting of twelve
30 day months) as of the first day of the related Collection Period.


 


“Class 360C
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-28 hereto.


 


“Class 360C
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the 360 Rosemary
Trust Subordinate Companion Loan





 






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(adjusted, if necessary, to accrue interest
on the basis of a 360-day year consisting of twelve 30 day months) as of the first day of the related Collection Period.


 


“Class 360D
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-29 hereto.


 


“Class 360D
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the 360 Rosemary
Trust Subordinate Companion Loan (adjusted, if necessary, to accrue interest on the basis of a 360-day year consisting of twelve
30 day months) as of the first day of the related Collection Period.


 


“Class 360E
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-30 hereto.


 


“Class 360E
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the 360 Rosemary
Trust Subordinate Companion Loan (adjusted, if necessary, to accrue interest on the basis of a 360-day year consisting of twelve
30 day months) as of the first day of the related Collection Period.


 


“Class 360RR
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-31 hereto.


 


“Class 360RR
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the Net Mortgage Rate on the 360 Rosemary
Trust Subordinate Companion Loan (adjusted, if necessary, to accrue interest on the basis of a 360-day year consisting of twelve
30 day months) as of the first day of the related Collection Period.


 


“Class A-1
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-1 hereto.


 


“Class A-1
Component”: The Component having such designation.


 


“Class A-1
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.19800%.


 


“Class A-2
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-2 hereto.


 


“Class A-2
Component”: The Component having such designation.


 


“Class A-2
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.28100%.


 






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“Class
A-3 Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-3 hereto.


 


“Class
A-3 Component”: The Component having such designation.


 


“Class
A-3 Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.11900%.


 


“Class
A-4 Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-4 hereto.


 


“Class
A-4 Component”: The Component having such designation.


 


“Class
A-4 Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) 3.11900% and (b)
the WAC Rate for such Distribution Date.


 


“Class A-5
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-5 hereto.


 


“Class A-5
Component”: The Component having such designation.


 


“Class A-5
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) 3.37400% and (b) the
WAC Rate for such Distribution Date.


 


“Class A-AB
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-6 hereto.


 


“Class A-AB
Component”: The Component having such designation.


 


“Class A-AB
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 3.35100%.


 


“Class A-AB
Scheduled Principal Balance”: For any Distribution Date, the scheduled principal balance for such Distribution Date
set forth on Exhibit BB to this Agreement.


 


“Class A-S
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-8 hereto.


 


“Class A-S
Component”: The Component having such designation.


 


“Class A-S
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) 3.67600% and (b) the
WAC Rate for such Distribution Date.


 


 






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“Class B
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-9 hereto.


 


“Class B
Component”: The Component having such designation.


 


“Class B
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) 3.46800% and (b) the
WAC Rate for such Distribution Date.


 


“Class C
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-10 hereto.


 


“Class C
Component”: The Component having such designation.


 


“Class C
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) 3.61700% and (b) the
WAC Rate for such Distribution Date.


 


“Class D
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-17 hereto.


 


“Class D
Component”: The Component having such designation.


 


“Class D
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.00000%.


 


“Class E
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-18 hereto.


 


“Class E
Component”: The Component having such designation.


 


“Class E
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.00000%.


 


“Class
F Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-19 hereto.


 


“Class F
Component”: The Component having such designation.


 


“Class
F Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.25000%.


 


“Class
G Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-20 hereto.


 






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“Class G
Component”: The Component having such designation.


 


“Class
G Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.25000%.


 


“Class
H Transfer”: As defined in Section 6.09(h) of this Agreement.


 


“Class
H Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-21 hereto.


 


“Class H
Component”: The Component having such designation.


 


“Class
H Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.25000%.


 


“Class
J Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-22 hereto.


 


“Class J
Component”: The Component having such designation.


 


“Class
J Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.25000%.


 


“Class R
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-23 hereto. The Class R Certificates have no Pass-Through
Rate, Certificate Balance or Notional Amount.


 


“Class S
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-24 hereto and evidencing an undivided beneficial interest in
the Class S Specific Grantor Trust Assets. The Class S Certificates have no Pass-Through Rate, Certificate
Balance or Notional Amount.


 


“Class S
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of the Non-Uncertificated VRR Retained Percentage
of any Excess Interest collected on the ARD Mortgage Loans and the Non-Uncertificated VRR Retained Percentage of amounts held
from time to time in the Excess Interest Distribution Account.


 


“Class VRR
Upper-Tier Regular Interest”: A class of “regular interests”, within the meaning of Code Section 860G(a)(1),
in the Upper-Tier REMIC, with the designation “Class VRR”. The beneficial interest in the Class VRR Upper-Tier
Regular Interest is evidenced or constituted, as applicable, by the Combined Uncertificated VRR Interest and the Class VRR Upper-Tier
Regular Interest will have a Certificate Balance equal to the Combined Uncertificated VRR Interest Balance from time to time.
For tax reporting purposes, the Class VRR Upper-Tier


 






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Regular Interest and the Combined Uncertificated VRR Interest (insofar as
it represents or constitutes, as applicable, undivided beneficial interests in the Class VRR Upper-Tier Regular Interest) will
accrue interest at the WAC Rate in effect from time to time.


 


“Pooled
Class X Certificates”: The Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H
and Class X-J Certificates, as the context requires.


 


“Class X
Certificates”: The Class X A, Class X B, Class X-D, Class X F, Class X G, Class X H, Class X-J and Class 360X Certificates,
as the context requires.


 


“Class X
Strip Rate”: With respect to each Component for any Distribution Date, a rate per annum equal to: (i) the
WAC Rate for such Distribution Date, minus (ii) the Pass-Through Rate for the Corresponding Certificates.


 


“Class X-A
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-7 hereto.


 


“Class X-A
Components”: The Class A-1 Component, Class A-2 Component, Class A-3 Component, Class A-4 Component, Class A-5
Component, Class A-AB Component and Class A-S Component, each of which constitutes a separate class of “regular
interests”, within the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to
its Class X Strip Rate from time to time and a notional amount equal to its Component Notional Amount from time to time.


 


“Class X-A
Notional Amount”: With respect to the Class X-A Certificates as of any date of determination, the sum of the Component
Notional Amounts of the Class X-A Components.


 


“Class X-A
Pass-Through Rate”: For any Distribution Date, the weighted average of the Class X Strip Rates for the Class X-A
Components for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding
immediately prior to such Distribution Date).


 


“Class X-B
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-11 hereto.


 


“Class X-B
Components”: The Class B Component and Class C Component, each of which constitutes a separate class of “regular
interests”, within the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to
its Class X Strip Rate from time to time and a notional amount equal to its Component Notional Amount from time to time.


 


“Class X-B
Notional Amount”: With respect to the Class X-B Certificates as of any date of determination, the sum of the Component
Notional Amounts of the Class X-B Components.


 






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“Class X-B
Pass-Through Rate”: For any Distribution Date, the weighted average of the Class X Strip Rates for the Class X-B
Components for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding
immediately prior to such Distribution Date).


 


“Class X-D
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-12 hereto.


 


“Class X-D
Components”: The Class D Component and Class E Component, each of which constitutes a separate class of “regular
interests”, within the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to
its Class X Strip Rate from time to time and a notional amount equal to its Component Notional Amount from time to time.


 


“Class X-D
Notional Amount”: With respect to the Class X-D Certificates as of any date of determination, the sum of the Component
Notional Amounts of the Class X-D Components.


 


“Class X-D
Pass-Through Rate”: For any Distribution Date, the weighted average of the Class X Strip Rates for the Class X-D
Components for such Distribution Date (weighted on the basis of the respective Component Notional Amounts of such Components outstanding
immediately prior to such Distribution Date).


 


“Class X-F
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-13 hereto.


 


“Class X-F
Component”: The Class F Component, which constitutes a separate class of “regular interests”, within the
meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip Rate
from time to time and a notional amount equal to its Component Notional Amount from time to time.


 


“Class X-F
Notional Amount”: With respect to the Class X-F Certificates as of any date of determination, the Component Notional
Amount of the Class X-F Component.


 


“Class X-F
Pass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-F Component for such
Distribution Date.


 


“Class X-G
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-14 hereto.


 


“Class X-G
Component”: The Class G Component, which constitutes a separate class of “regular interests”, within the
meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip Rate
from time to time and a notional amount equal to its Component Notional Amount from time to time.


 






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“Class X-G
Notional Amount”: With respect to the Class X-G Certificates as of any date of determination, the Component Notional
Amount of the Class X-G Component.


 


“Class X-G
Pass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-G Component for such
Distribution Date.


 


“Class X-H
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-15 hereto.


 


“Class X-H
Component”: The Class H Component, which constitutes a separate class of “regular interests”, within
the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X Strip
Rate from time to time and a notional amount equal to its Component Notional Amount from time to time.


 


“Class X-H
Notional Amount”: With respect to the Class X-H Certificates as of any date of determination, the Component Notional
Amount of the Class X-H Component.


 


“Class X-H
Pass-Through Rate”: For any Distribution Date, the Class X Strip Rate for the Class X-H Component for such
Distribution Date.


 


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


 


“Clearstream”:
Clearstream Banking, Luxembourg, and its successors in interest.


 


“Closing
Date”: February 28, 2022.


 


“CMBS”:
Commercial mortgage-backed securities.


 


“Co-Lender
Agreement”: With respect to any Loan Combination, the co-lender agreement, intercreditor agreement, agreement among
noteholders or similar agreement, dated as of the date set forth in the Loan Combination Table under the column heading “Date
of Co-Lender Agreement” and governing the relative rights of the holders of the related Mortgage Loan and Companion Loan(s),
as the same may be amended, restated or otherwise modified from time to time in accordance with the terms thereof. A Co-Lender
Agreement exists with respect to each Loan Combination as of the Closing Date.


 


“Co-sponsored
Mortgage Loan”: The AMF Portfolio Mortgage Loan.


 


“Code”:
The Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations
of the United States Department of the Treasury promulgated 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) included therein), over (ii) the
sum of (in the case of


 






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a Loan Combination, solely to the extent allocable to the subject Trust 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 as
of the date of such determination, any capital or additional collateral contributed by the related Mortgagor at the time the subject
Trust Loan became (and as part of the modification related to) such AB Modified Loan for the benefit of the related Mortgaged
Property or Mortgaged Properties (provided, that in the case of an Outside 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, the Master
Servicer and the Operating Advisor (other than with respect to any Collateral Deficiency Amount calculations that the Operating
Advisor is required to review, recalculate and/or verify pursuant to Section 3.29) shall be entitled to conclusively
rely on the Special Servicer’s calculation or determination of any Collateral Deficiency Amount.


 


“Collection
Account”: The account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a)
of this Agreement, which (subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled
“KeyBank National Association, as Master Servicer on behalf of Wilmington Trust, National Association, as Trustee, for the
benefit of the registered holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1,
and the Uncertificated Interest Owners, Collection Account” and which must be an Eligible Account.


 


“Collection
Period”: With respect to any Distribution Date, the period beginning on the day immediately following the Determination
Date occurring in the month preceding the month in which that Distribution Date occurs (or, in the case of the Collection Period
for the initial Distribution Date, with respect to any particular Mortgage Loan or Companion Loan, beginning on the day immediately
following the Due Date for such Mortgage Loan or Companion Loan in the month preceding the month in which that Distribution Date
occurs (or the date that would have been the Due Date if such Mortgage Loan or Companion Loan had a Due Date in such preceding
month)) and ending on and including the Determination Date occurring in the month in which that Distribution Date occurs.


 


“Coleman
Highline Phase IV Mortgage Loan”: The Mortgage Loan secured by the portfolio of Mortgaged Properties identified on the
Mortgage Loan Schedule as Coleman Highline Phase IV.


 


“Combined
Uncertificated VRR Available Funds”: With respect to any Distribution Date, an amount equal to the product of the Aggregate
Pooled Available Funds for such Distribution Date multiplied by the Uncertificated VRR Retained Percentage.


 


“Combined
Uncertificated VRR Interest”: The Uncertificated VRR Interest. The Combined Uncertificated VRR Interest represents undivided
beneficial interests in the VRR Specific Grantor Trust Assets.


 






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“Combined
Uncertificated VRR Interest Balance”: The Uncertificated VRR Interest Balance.


 


“Combined
Uncertificated VRR Interest Owner”: The Uncertificated VRR Interest Owner.


 


“Commission”:
The Securities and Exchange Commission.


 


“Communication
Request”: As defined in Section 5.07(a) of this Agreement.


 


“Companion
Loan”: With respect on any Loan Combination, as defined in the definition of “Loan Combination.” If, with
respect to any Loan Combination, any promissory note evidencing a related Companion Loan is split and replaced with 2 or more
replacement promissory notes, each such related promissory note will evidence a separate Companion Loan with respect to such Loan
Combination. Each Companion Loan is either a Pari Passu Companion Loan or a Subordinate Companion Loan. In the case of a Companion
Loan serviced under this Agreement, the term “Companion Loan” shall include a REO Companion Loan.


 


“Companion
Loan Holder”: The holder of a Companion Loan (other than a Trust Subordinate Companion Loan held by the Trust).


 


“Companion
Loan Holder Representative”: With respect to each Serviced Companion Loan, any representative appointed by the related
Companion Loan Holder.


 


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


 


“Companion
Loan Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Serviced
Companion Loan or any related REO Property as to which any Serviced Companion Loan Securities exist, confirmation in writing (which
may be in electronic form) by each applicable Companion Loan Rating Agency that a proposed action, failure to act or other event
so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned
to any class of such Serviced Companion Loan Securities (if then rated by the Companion Loan Rating Agency); provided that upon
receipt of a written waiver or other acknowledgment from the Companion Loan Rating Agency indicating its decision not to review
or declining to review the matter for which the Companion Loan Rating Agency Confirmation is sought (such written notice, a “Companion
Loan Rating Agency Declination”), or as otherwise provided in Section 3.30 of this Agreement, the requirement
for the Companion Loan Rating Agency Confirmation from the applicable Companion Loan Rating Agency with respect to such matter
shall not apply.


 


“Companion
Loan Rating Agency Declination”: As defined in the definition of “Companion Loan Rating Agency Confirmation”
in this Agreement.


 


“Compensating
Interest Payments”: Any payment required to be made by the Master Servicer pursuant to Section 3.13 of this
Agreement to cover Prepayment Interest Shortfalls.


 






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“Component”:
With respect to the Class X-A Certificates, each of the Class A-1 Component, Class A-2 Component, Class A-3 Component,
Class A-4 Component, Class A-5 Component, Class A-AB Component and Class A-S Component; with respect to the Class X-B
Certificates, each of the Class B Component and Class C Component; with respect to the Class X-D Certificates,
each of the Class D Component and Class E Component; with respect to the Class X-F Certificates, the Class F Component;
with respect to the Class X-G Certificates, the Class G Component; with respect to the Class X-H Certificates, the Class
H Component; with respect to the Class X-J Certificates, the Class J Component; and with respect to the Class 360X Certificates,
the Class 360A Component.


 


“Component
Notional Amount”: With respect to each Component and any date of determination, an amount equal to (i) with respect
to any Compoenent other than the Class 360X Components, the Lower-Tier Principal Balance of the Corresponding Lower-Tier Regular
Interest for that Component or (ii) with respect to any Class 360X Component, the 360 Rosemary Principal Balance of the Corresponding
360 Rosemary Regular Interest for that Component.


 


“Condemnation
Proceeds”: All proceeds received in connection with the taking of all or a part of a Mortgaged Property or REO Property
(including with respect to the Outside Serviced Mortgage Loans) by exercise of the power of eminent domain or condemnation, subject,
however, to the rights of any tenants and ground lessors, as the case may be, and the terms of the related Mortgage and related
Co-Lender Agreement; provided that, in the case of an Outside Serviced Mortgage Loan, “Condemnation Proceeds”
under this Agreement shall be limited to any related proceeds of the type described above in this definition that are received
by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related
Co-Lender Agreement.


 


“Consent
Fees”: With respect to any Serviced Loan, any and all fees actually paid by a Mortgagor with respect to any consent
or approval (or review thereof) required or requested pursuant to the terms of the Loan Documents that does not involve a modification
evidenced by a signed writing, assumption, extension, waiver or amendment of the terms of the Loan Documents.


 


“Consultation
Election Notice”: As defined in Section 2.03(g).


 


“Consultation
Requesting Certificateholder”: Any Certificateholder or Certificate Owner of a Pooled Certificate that timely delivers
a Consultation Election Notice.


 


“Consultation
Termination Event”: The event that: (1) with respect to any Mortgage Loan (other than the 360 Rosemary Loan Combination
and the 111 River Street Loan Combination), either (a) will occur when none of the Classes of Control Eligible Certificates has
a Certificate Balance, without regard to the allocation of any Cumulative Appraisal Reduction Amount, that is equal to or greater
than 25% of the initial Certificate Balance of that Class of Certificates or (b) is deemed to occur pursuant to Section
6.09(d) or Section 6.09(h) of this Agreement; provided, however, that a Consultation Termination Event shall
in no event exist at any time that the Certificate Balance of each Class of Non-Uncertificated VRR Retained Pooled Principal
Balance Certificates senior to the Control Eligible Certificates has been reduced to zero (without regard to the allocation of
Cumulative Appraisal Reduction Amounts); and (2) with respect to each of the 360 Rosemary Loan Combination and the 111 River Street
Loan


 






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Combination, will be determined in accordance with clause (1) of this definition, but only if a 360 Rosemary Control
Appraisal Period or 111 River Street Control Appraisal Period, as applicable, exists with respect to such Loan Combination. With
respect to Excluded Mortgage Loans as to which the Controlling Class Representative would otherwise be a Consulting Party, a Consultation
Termination Event shall be deemed to exist.


 


“Consulting
Party”: With respect to any Serviced Mortgage Loan or, if applicable, Serviced Loan Combination, will be each of:


 


(i)         
  except with respect to a Serviced Outside Controlled Loan Combination, solely (a) after the occurrence and during
the continuance of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination
Event, (b) for so long as the related Mortgage Loan is not an Excluded Mortgage Loan, and (c) in the case of each of the 360
Rosemary Loan Combination and the 111 River Street Loan Combination, provided that both applicable Control Appraisal
Periods (in the case of the 360 Rosemary Loan Combination) exist or the applicable Control Appraisal Period (in the case of
the 111 River Street Loan Combination) exists with respect to such Loan Combination, the Controlling Class
Representative;


 


(ii)           with
respect to any Serviced Outside Controlled Loan Combination (which may include a Servicing Shift Loan Combination or a Serviced
Loan Combination with a Controlling Subordinate Companion Loan held outside the Trust), (a) if and for so long as the holder
of the Mortgage Loan included in this securitization transaction is entitled under the related Co-Lender Agreement to exercise
consultation rights with respect to such Loan Combination, (b) solely prior to the occurrence and continuance of a Consultation
Termination Event, and (c) for so long as the related Mortgage Loan is not an Excluded Mortgage Loan, the Controlling Class Representative;


 


(iii)          with
respect to any Serviced Loan Combination that includes a Pari Passu Companion Loan, the holder of such Pari Passu Companion Loan
if and to the extent such holder (a) is not the applicable Directing Holder, and (b) is entitled to exercise consultation
rights under the related Co-Lender Agreement;


 


(iv)          solely
after the occurrence and during the continuance of a Control Termination Event (or, in the case of the 360 Rosemary Loan Combination,
a 360 Rosemary Operating Advisor Consultation Trigger Event), the Operating Advisor; and


 


(v)           except
with respect to any Excluded RRCP Mortgage Loan, (a) for so long as no Consultation Termination Event is continuing, with
respect to any Specially Serviced Loan, and (b) during the continuance of a Consultation Termination Event, with respect
to any Mortgage Loan, each Risk Retention Consultation Party;


 


provided,
that with respect to any Serviced Loan Combination, the rights of any Consulting Party set forth in clauses (i) through
(iii) above will be subject to and may be limited by the terms and provisions of any related Co-Lender Agreement.


 


For
the avoidance of doubt, (A) the Controlling Class Representative will not be a Consulting Party if and for so long as (1) a Consultation
Termination Event is in effect, (2) the


 






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related Mortgage Loan is an Excluded Mortgage Loan, (3) solely with respect to each of
the 360 Rosemary Loan Combination and the 111 River Street Loan Combination, both applicable Control Appraisal Periods do not
exist with respect thereto (in the case of the 360 Rosemary Loan Combination) or the applicable Control Appraisal Period does
not exist with respect thereto (in the case of the 111 River Street Loan Combination), and/or (4) with respect to any Serviced
Outside Controlled Loan Combination, it is not entitled under the related Co-Lender Agreement to exercise consultation rights
with respect to such Loan Combination, (B) the Operating Advisor will not be a Consulting Party if and for so long as no Control
Termination Event (or, in the case of the 360 Rosemary Loan Combination, no 360 Rosemary Operating Advisor Consultation Trigger
Event) has occurred and is continuing, (C) none of the Risk Retention Consultation Parties will be a Consulting Party with respect
to any Mortgage Loan that is an Excluded RRCP Mortgage Loan with respect to such party, or with respect to any Mortgage Loans
other than as described in the immediately preceding clause (v), and (D) the consultation rights of the holder of a Pari Passu
Companion Loan with respect to any related Serviced Loan Combination will be subject to the terms of the related Co-Lender
Agreement.


 


Further
for the avoidance of doubt, with respect to any Serviced Mortgage Loan or Serviced Loan Combination, if none of the Controlling
Class Representative, the Operating Advisor, a Risk Retention Consultation Party, or a holder of a Pari Passu Companion Loan
is a Consulting Party in accordance with the foregoing definition, then there will be no Consulting Party for that Serviced Mortgage
Loan or Serviced Loan Combination. If any Consulting Party has not been identified to the Master Servicer or the Special Servicer,
as applicable (and (I) if the applicable Consulting Party is the Controlling Class Representative or a Risk Retention Consultation
Party, the Master Servicer or the Special Servicer, as the case may be, has attempted to obtain such information from the Certificate
Administrator or (II) if the applicable Consulting Party is the holder of a Pari Passu Companion Loan, the Master Servicer or
the Special Servicer, as the case may be, has attempted to obtain such information in accordance with Section 3.28(g),
and, in the case of either of clause (I) or clause (II), no such entity has been identified to the Master Servicer or the Special
Servicer, as applicable), then until such time as such Consulting Party 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 such Consulting
Party. For the avoidance of doubt, the initial Controlling Class Representative is identified in the definition of “Controlling
Class Representative”, the initial Risk Retention Consultation Parties are identified in the definition of “Risk Retention
Consultation Party”, and the initial holder(s) of the Serviced Companion Loan(s) are identified on Exhibit NN hereto.


 


“Control
Appraisal Period”: With respect to: (1) the 111 River Street Loan Combination, the 111 River Street Control Appraisal
Period; (2) the 360 Rosemary Loan Combination, the 360 Rosemary Control Appraisal Period; and (3) any other AB Loan Combination,
the “control appraisal period” (or analogous concept) under the related Co-Lender Agreement.


 


“Control
Eligible Certificates”: Any of the Class H and Class J Certificates.


 


“Control
Termination Event”: The event that: (1) with respect to any Mortgage Loan (other than the 360 Rosemary Loan Combination
and the 111 River Street Loan Combination) either (a) will occur when none of the Classes of the Control Eligible Certificates


 






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has a Certificate Balance (as notionally reduced by any Cumulative Appraisal Reduction Amount then allocable to such Class in
accordance with Section 3.10(a) of this Agreement) that is at least equal to 25% of the initial Certificate Balance
of that Class of Certificates or (b) is deemed to occur pursuant to Section 6.09(d) or Section 6.09(h) of this
Agreement; provided, however, that a Control Termination Event shall in no event exist at any time that the Certificate
Balance of each Class of the Non-Uncertificated VRR Retained Pooled Principal Balance Certificates senior to the Control
Eligible Certificates has been reduced to zero (without regard to the allocation of Cumulative Appraisal Reduction Amounts) );
and (2) with respect to each of the 360 Rosemary Loan Combination and the 111 River Street Loan Combination, will be determined
in accordance with clause (1) of this definition, but only if a 360 Rosemary Control Appraisal Period or 111 River Street
Control Appraisal Period, as applicable, exists with respect to such Loan Combination. With respect to Excluded Mortgage Loans
as to which the Controlling Class Representative would otherwise be the Directing Holder, a Control Termination Event shall be
deemed to exist.


 


“Controlling
Class”: As of any time of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has a Certificate Balance (as notionally reduced by any portion of the Cumulative Appraisal Reduction Amount allocable to
such Class in accordance with Section 3.10(a) of this Agreement) at least equal to 25% of the initial Certificate
Balance of such Class; provided, however, that (except under the circumstances set forth in the following proviso)
if no Class of Control Eligible Certificates meets the preceding requirement, then the Class H Certificates will be the Controlling
Class; and provided, further, however, that if, at any time the aggregate outstanding Certificate Balance
of the Pooled Principal Balance Certificates senior to the Control Eligible Certificates has been reduced to zero (without regard
to the allocation of any Cumulative Appraisal Reduction Amount), then the Controlling Class shall be the most subordinate
Class of Control Eligible Certificates that has an outstanding Certificate Balance greater than zero (without regard to the
allocation of any Cumulative Appraisal Reduction Amount). The Controlling Class as of the Closing Date will be the Class
J Certificates.


 


“Controlling
Class Certificateholder”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling
Class as determined by the Certificate Administrator from time to time.


 


“Controlling
Class Representative”: The Controlling Class Certificateholder (or other representative) selected by at least
a majority of the Controlling Class Certificateholders by Certificate Balance, as identified by notice to the Certificate
Administrator by the applicable Controlling Class Certificateholders from time to time, with notice of such selection delivered
by the Certificate Administrator to the Special Servicer, the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer and the Trustee; provided that, (i) absent such selection, or (ii) until a Controlling Class Representative
is so selected, or (iii) upon receipt of notice from the Controlling Class Certificateholders that own Pooled Certificates
representing more than 50% of the Certificate Balance of the Controlling Class that a Controlling Class Representative
is no longer so designated, the Controlling Class Representative shall be the Controlling Class Certificateholder that
owns Certificates representing the largest aggregate Certificate Balance of the Controlling Class, as identified (in writing with
contact information) to the Certificate Administrator (who shall notify the Master Servicer, the Special Servicer and the Operating
Advisor). If, upon the occurrence of any of the events or circumstances specified in


 






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clauses (i), (ii) or (iii)
above, the Controlling Class Certificateholder that owns Certificates representing the largest aggregate Certificate
Balance of the Controlling Class has not been identified to the Certificate Administrator (and thereby the Master Servicer
and the Special Servicer), then the Master Servicer and the Special Servicer shall have no obligation to obtain the consent of,
or consult with, any Controlling Class Representative until notified by the Certificate Administrator of the identity of
such largest Controlling Class Certificateholder or otherwise notified of the identity of the Controlling Class Representative
as provided in this Agreement. No Person may exercise any of the consent or consultation rights and powers of the Controlling
Class Representative with respect to an Excluded Mortgage Loan. The initial Controlling Class Representative on the
Closing Date shall be Sabal Strategic Opportunities Fund, L.P., and the Certificate Registrar and the other parties to this Agreement
shall be entitled to assume Sabal Strategic Opportunities Fund, L.P. is the Controlling Class Representative on behalf of
the Controlling Class Certificateholders, until the Certificate Administrator, the Master Servicer, the Special Servicer
and each other Controlling Class Certificateholder receives (a) written notice of a replacement Controlling Class Representative
or (b) written notice that Sabal Strategic Opportunities Fund, L.P. is no longer the Holder (or Certificate Owner) of a majority
of the applicable Controlling Class.


 


“Controlling
Subordinate Companion Loan”: A Subordinate Companion Loan that is evidenced by the “control note” (or analogous
concept) under the related Co-Lender Agreement, or the holder of which is the “directing holder” (or analogous concept)
under the related Co-Lender Agreement.


 


“Corporate
Trust Office”: The office of the Trustee or the Certificate Administrator, at which at any particular time its corporate
trust business shall be principally administered. At the date of this Agreement, the corporate trust office of (i) the Trustee
is located at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee BMO 2022-C1, and (ii) the Certificate
Administrator is located, for certificate transfer purposes, at 600 South 4th Street, 7th Floor, Minneapolis,
Minnesota 55415, and for all other purposes, except as specifically set forth herein, 9062 Old Annapolis Road, Columbia, Maryland
21045.


 


“Corrected
Loan”: Any Serviced Loan that had been a Specially Serviced Loan but has ceased to be such in accordance with the definition
of “Specially Serviced Loan” (other than by reason of a Liquidation Event occurring in respect of such Serviced Loan
or a related Mortgaged Property becoming an REO Property).


 


“Corresponding
111 River Street Regular Interest”: As identified in the Preliminary Statement with respect to any Class of 111
River Street Loan-Specific Certificates.


 


“Corresponding
360 Rosemary Regular Interest”: As identified in the Preliminary Statement with respect to any Class of 360 Rosemary
Loan-Specific Certificates.


 


“Corresponding
Certificates”: As identified in the Preliminary Statement with respect to any Lower-Tier Regular Interest, 360 Rosemary
Regular Interest, 111 River Street Regular Interest or Component.


 






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“Corresponding
Component”: As identified in the Preliminary Statement with respect to any Class of Non-Uncertificated VRR Retained
Pooled Principal Balance Certificates or Lower-Tier Regular Interest.


 


“Corresponding
Lower-Tier Regular Interest”: As identified in the Preliminary Statement with respect to any Class of Non-Uncertificated
VRR Retained Pooled Principal Balance Certificates, the Class VRR Upper-Tier Regular Interest or any Component.


 


“CREFC®”:
CRE Finance Council, formerly known as Commercial Mortgage Securities Association, or any association or organization that is
a successor thereto. If neither such association nor any successor remains in existence, “CREFC®” shall
be deemed to refer to such other association or organization as may exist whose principal membership consists of servicers, trustees,
certificateholders, issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization
industry, which is the principal such association or organization in the commercial mortgage loan securitization industry and
whose principal purpose is the establishment of industry standards for reporting transaction-specific information relating to
commercial mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed
properties underlying or backing them to investors holding or owning such certificates or bonds, and any successor to such other
association or organization. If an organization or association described in one of the preceding sentences of this definition
does not exist, “CREFC®” shall be deemed to refer to such other association or organization as shall
be selected by the Master Servicer and reasonably acceptable to the Certificate Administrator, the Special Servicer and, for so
long as no Control Termination Event has occurred and is continuing, the Controlling Class Representative.


 


“CREFC®
Advance Recovery Report”: A 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®
Assumption Modification Posting Instructions Template”: A report substantially in the form of, and containing
the information called for in, the downloadable form of the “Assumption Modification Posting Instructions 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


 






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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®
Capitalized Amounts/Non-Recoverable Trust Expense Template”: A report substantially in the form of, and containing
the information called for in, the downloadable form of the “Capitalized Amounts/Non-Recoverable Trust Expense 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®
Collateral Summary File”: The data file in the “CREFC® Collateral Summary File” format
substantially in the form of and containing the information called for therein, or such other form for the presentation of such
information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions
generally.


 


“CREFC®
Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report”
format substantially in the form of and containing the information called for therein for the Mortgage Loans and the Trust Subordinate
Companion 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”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC®
Website, or no later than 90 days after its adoption, 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®
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 and the Trust Subordinate Companion 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 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®
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 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.


 






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“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 and the Trust Subordinate Companion 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 Mortgage Loan (including any successor REO Mortgage
Loan with respect thereto) and Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto,
but excluding any REO Companion Loan related to any other Serviced Companion 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, in
the case of the initial Distribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution
Date, the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in the related 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 is computed and shall be prorated
for partial periods. For the avoidance of doubt, the CREFC® Intellectual Property Royalty License Fee shall be
payable from the Lower-Tier REMIC, the 360 Rosemary REMIC or the 111 River Street REMIC, as applicable.


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.00050%
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 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®
Investor Reporting Package (IRP)”: Collectively: (a) the following nine data files (and any other files as
may be, or have been, adopted and promulgated by CREFC® as part of the CREFC® Investor Reporting
Package (IRP) from time to time): (i) CREFC® Loan Setup File, (ii) CREFC® Loan Periodic
Update File, (iii) CREFC® Property File, (iv) CREFC® Bond Level File, (v) CREFC®
Financial File, (vi) CREFC® Collateral Summary File, (vii) CREFC® Special Servicer
Loan File, (viii) CREFC® Special Servicer Property File and (ix) CREFC® Schedule AL File;


 


(b)           the
following ten supplemental reports (and any other reports as may be, or have been, adopted and promulgated by CREFC®
as part of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC®
Delinquent Loan Status Report, (ii) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage
Loan Report, (iii) CREFC® REO Status Report, (iv) CREFC® Operating Statement Analysis
Report, (v) CREFC® Comparative Financial Status Report, (vi) CREFC® Servicer Watchlist/Portfolio
Review Guidelines, (vii) CREFC® Loan Level Reserve/LOC Report,


 






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(viii) CREFC® NOI Adjustment
Worksheet, (ix) CREFC® Advance Recovery Report, and (x) CREFC® Total Loan Report;


 


(c)           the
following fifteen templates (and any other templates as may be, or have been, adopted and promulgated by CREFC®
as part of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC® Appraisal
Reduction Template, (ii) CREFC® Servicer Realized Loss Template, (iii) CREFC® Reconciliation
of Funds Template, (iv) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (v) CREFC®
Historical Liquidation Loss Template, (vi) CREFC® Interest Shortfall Reconciliation Template, (vii) CREFC®
Servicer Remittance to Certificate Administrator Template, (viii) CREFC® Significant Insurance Event
Template, (ix) CREFC® Loan Modification Report Template; (x) CREFC® Loan Liquidation Report
Template, (xi) CREFC® REO Liquidation Report Template; (xii) CREFC® Payment Posting Instructions
Template; (xiii) CREFC® Modification Posting Instructions Template; (xiv) CREFC® Assumption
Modification Posting Instructions Template, and (xv) CREFC® Capitalized Amounts/Non-Recoverable Trust Expense
Template; and


 


(d)           such
other reports and data files as CREFC® may designate, or has designated, as part of the “CREFC®
Investor Reporting Package (CREFC® IRP)” from time to time.


 


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


 






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“CREFC®
Loan Setup File”: The data file in the “CREFC® Loan Setup File” format substantially
in the form of and containing the information called for therein for the Mortgage Loans and the Trust Subordinate Companion 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®
Modification Posting Instructions Template”: A report substantially in the form of, and containing the information
called for in, the downloadable form of the “Modification Posting Instructions 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®
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 and the Trust Subordinate Companion 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 monthly report (prepared with respect to each Mortgaged Property or,
with respect to a Trust Loan secured by a portfolio of Mortgaged Properties, on a consolidated basis with respect to such portfolio)
with respect to the Properties on a consolidated basis) in the “Operating Statement Analysis Report” format substantially
in the form of and containing the information called for therein for the Mortgage Loans and the Trust Subordinate Companion 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®
Payment Posting Instructions Template”: A report substantially in the form of, and containing the information
called for in, the downloadable form of the “Payment Posting Instructions 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®
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 and the Trust Subordinate Companion 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 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.


 






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“CREFC®
REO Liquidation Report Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “REO Liquidation Report 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®
REO Status Report”: The report in the “REO Status Report” format substantially in the form of and
containing the information called for therein for the Mortgage Loans and the Trust Subordinate Companion 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 required by Items 1111(h)(1), 1111(h)(2) and 1111(h)(3) of Regulation AB, Item 1125 of Regulation
AB and Item 601(b)(102) of Regulation S-K and otherwise called for therein, or such other form containing such required information
for the presentation of such information 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 Items 1111(h)(1), 1111(h)(2) and
1111(h)(3) of Regulation AB, Item 1125 of Regulation AB and Item 601(b)(102) of Regulation S-K.


 


“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 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®
Servicer Remittance to Certificate Administrator Template”: A report substantially in the form of, and containing
the information called for in, the downloadable form of the “Interest Servicer Remittance to Certificate Administrator 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®
Servicer Watch List/Portfolio Review Guidelines”: As of each Determination Date a report, including and identifying
each Performing 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 and the Trust Subordinate Companion 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®
Significant Insurance Event Template”: A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Interest Significant Insurance Event Template” available as of the Closing Date
on the CREFC® Website,


 






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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®
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 and the Trust Subordinate
Companion 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®
Special Servicer Property File”: The data file in the “CREFC® Special Servicer Property File”
format substantially in the form of and containing the information called for therein for the Mortgage Loans and the Trust Subordinate
Companion 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”: The report in the “Total Loan Report” format substantially in the form of and
containing the information called for therein for the Mortgage Loans and the Trust Subordinate Companion Loan, 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®
Website”: The CREFC®’s website located at “www.crefc.org” or such other
primary website as the CREFC® may establish for dissemination of its report forms.


 


“Cross-Collateralized
Group”: Any group of Mortgage Loans that are cross-collateralized and cross-defaulted with each other; provided that
a Mortgage Loan shall be part of a Cross-Collateralized Group only if and for so long as such Mortgage Loan is cross-collateralized
and cross-defaulted with each other Mortgage Loan in such Cross-Collateralized Group. The only Cross-Collateralized Group included
as assets of the Trust as of the Closing Date is the group of Mortgage Loans secured by the Mortgaged Properties identified on
the Mortgage Loan Schedule as “Centennial Plaza” and “Jefferson County Plaza”.


 


“Cross-Collateralized
Mortgage Loan”: Any Mortgage Loan that is part of a Cross-Collateralized Group.


 


“Cross-Over
Date”: The first Distribution Date as of which (prior to any distributions of principal or allocations of Realized Losses
on such Distribution Date) the Certificate Balances of the Class A-S, Class B, Class C, Class D, Class E,
Class F, Class G, Class H and Class J Certificates have all been previously reduced to zero due to the application of applicable
Realized Losses.


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination by the Special Servicer with respect to any Trust Loan,
the sum of (i) all Appraisal Reduction Amounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral
Deficiency Amount then in effect. The Certificate Administrator and the Master Servicer shall be entitled to conclusively rely
on the Special Servicer’s calculation or determination of any Cumulative


 






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Appraisal Reduction Amount. None of the Master
Servicer, the Trustee nor the Certificate Administrator shall calculate or verify any Cumulative Appraisal Reduction Amount.


 


“Cure/Contest
Period”: As defined in Section 11.01(b)(vii).


 


“Custodial
Agreement”: The custodial agreement, if any, from time to time in effect between the Custodian named therein (if other
than the Certificate Administrator) and the Certificate Administrator, as the same may be amended or modified from time to time
in accordance with the terms thereof. For avoidance of doubt, as of the Closing Date, the Custodian is the Certificate Administrator.


 


“Custodian”:
Any custodian appointed pursuant to Section 5.10 of this Agreement and, unless the Certificate Administrator is such
custodian, named pursuant to any Custodial Agreement. The Custodian may (but need not) be the Trustee, the Certificate Administrator
or the Master Servicer or any Affiliate or agent of the Trustee, the Certificate Administrator or the Master Servicer, but may
not be the Depositor, a Mortgage Loan Seller or any Affiliate thereof. The Certificate Administrator shall be the initial Custodian.
Computershare Trust Company, National Association will perform its duties as Custodian hereunder through its Document Custody
division (including, as applicable, any agents or affiliates utilized thereby).


 


“Cut-Off
Date”: With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in February 2022 for that Mortgage
Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first
Due Date subsequent to February 2022, the date that would have been its Due Date in February 2022 under the terms of that Mortgage
Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).


 


“Cut-Off
Date Balance”: With respect to any Mortgage Loan or Serviced Companion Loan, the outstanding principal balance of such
Mortgage Loan or Serviced Companion Loan, as applicable, as of the Cut-Off Date, after application of all payments of principal
due on or before such date, whether or not received (or, if such Mortgage Loan was originated subsequent to the Cut-Off Date,
its original principal balance).


 


“DBRI”:
DBR Investments Co. Limited, and its successors in interest.


 


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


 


“Debt
Service Coverage Ratio”: With respect to any Mortgage Loan (or Serviced Loan Combination, if applicable), for any twelve-month
period covered by an annual operating statement for the related Mortgaged Property, the ratio of (i) Net Operating Income
produced by the related Mortgaged Property during such period to (ii) the aggregate amount of Monthly Payments (which do
not include Balloon Payments) due under such Mortgage Loan (or Serviced


 






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Loan Combination, if applicable) during such period; provided
that with respect to the Mortgage Loans (and with respect to any Serviced Loan Combination that includes a Mortgage Loan)
identified on the Mortgage Loan Schedule as paying interest only for a specified period of time set forth in the related Loan
Documents and then paying principal and interest, the related Monthly Payment will be calculated (for purposes of this definition
only) to include interest and principal (based on the remaining amortization term indicated in the Mortgage Loan Schedule).


 


“Default”:
An event of default under any Mortgage Loan (or Serviced Loan Combination, if applicable) or an event which, with the passage
of time or the giving of notice, or both, would constitute an event of default under such Mortgage Loan (or Serviced Loan Combination,
if applicable).


 


“Default
Interest”: With respect to any Mortgage Loan or Serviced Companion Loan, all interest other than Excess Interest accrued
in respect of such Mortgage Loan or Serviced Companion Loan as provided in the related 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.


 


“Default
Rate”: With respect to each Mortgage Loan or Serviced Companion Loan, the per annum rate at which interest accrues
on such Mortgage Loan or Serviced Companion Loan, as the case may be, following any event of default on such Mortgage Loan or
Serviced Companion Loan, as the case may be, including a default in the payment of a Monthly Payment or a Balloon Payment.


 


“Defaulted
Loan”: A Serviced Loan or Serviced Loan Combination (i) that is delinquent at least sixty days in respect
of its Monthly Payments or delinquent in respect of its Balloon Payment, if any, in either case such delinquency to be determined
without giving effect to any grace period permitted by the related Mortgage or Note and without regard to any acceleration of
payments under the related Mortgage and Note or (ii) as to which the Master Servicer or Special Servicer has, by written
notice to the related Mortgagor, accelerated the maturity of the indebtedness evidenced by the related Note.


 


“Defaulted
Mortgage Loan”: A Mortgage Loan that is a Defaulted Loan.


 


“Defaulted
Serviced Loan Combination”: Any Serviced Loan Combination with respect to which the related Serviced Mortgage Loan or
a related Serviced Companion Loan is a Defaulted Loan.


 


“Defeasance
Loan”: Those Mortgage Loans that provide the related Mortgagor with the option to defease the related Mortgaged Property.


 


“Defective
Mortgage Loan”: As defined in Section 2.03(a) of this Agreement.


 


“Deficient
Exchange Act Deliverable”: With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer, the Certificate Administrator, the Custodian, the Trustee and each Servicing Function Participant and
Additional Servicer retained by it (other than a Mortgage Loan Seller 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 item and
(z) delivered by or on behalf of such party


 






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pursuant to the delivery requirements under Article X of this Agreement, that
does not conform to the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and/or
the rules and regulations promulgated thereunder.


 


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


 


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


 


“Depositor”:
BMO Commercial Mortgage Securities LLC, a Delaware corporation, and its successors and assigns.


 


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


 


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


 


“Designated
Site”: The internet website to which Diligence Files are uploaded as designated by the Depositor to the Mortgage Loan
Sellers, initially located at www.intralinks.com.


 


“Determination
Date”: The eleventh day of each calendar month (or, if the eleventh day of that month is not a Business Day, the
next Business Day), commencing in March 2022.


 


“DBSI”:
Deutsche Bank Securities Inc.


 


“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)        
   (A) the Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse,
to the order of the Trustee on behalf of the Certificateholders and the Combined Uncertificated VRR Interest Owner or in
blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the
applicable Mortgage Loan Seller) (or, alternatively, if the original executed Note has been lost, a lost note affidavit
and indemnity with a copy of such Note), and (B) if such Mortgage Loan is part of a Serviced Loan Combination, the
executed Note for each related Serviced Companion Loan;


 






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(ii)           the
Mortgage, together with any and all intervening assignments thereof, in each case (unless the particular item has not been returned
from the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s
office (if in the possession of the applicable Mortgage Loan Seller);


 


(iii)          any
related Assignment of Leases (if such item is a document separate from the Mortgage), together with any and all intervening assignments
thereof, in each case (unless the particular item has not been returned from the applicable recording office) with evidence
of recording indicated thereon or certified by the applicable recorder’s office (if in the possession of the applicable
Mortgage Loan Seller);


 


(iv)          final
written modification agreements in those instances where the terms or provisions of the Note for such Mortgage Loan (or, if applicable,
any Note of a related Serviced Companion Loan) or the related Mortgage have been modified, in each case (unless the particular
item has not been returned from the applicable recording office) with evidence of recording indicated thereon if the instrument
being modified is a recordable document;


 


(v)           the
policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan (or the related Serviced
Loan Combination, if applicable) or, if such policy has not been issued or located, an irrevocable, binding commitment (which
may be a “marked-up” pro forma title policy marked as binding and executed by an authorized representative of the
title insurer or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative
of the title insurer) to issue such title insurance policy;


 


(vi)          the
Ground Lease relating to such Mortgage Loan (or the related Serviced Loan Combination, if applicable), if any, and any ground
lessor estoppel;


 


(vii)         the
related Loan Agreement, if any;


 


(viii)        the
guaranty under such Mortgage Loan or the related Serviced Loan Combination, if any;


 


(ix)           the
lock box agreement or cash management agreement relating to such Mortgage Loan or the related Serviced Loan Combination, if any;


 


(x)           the
environmental indemnity from the related Mortgagor, if any;


 


(xi)           the
related escrow agreement and the related security agreement (in each case, if such item is a document separate from the Mortgage)
and, if applicable, any intervening assignments thereof;


 


(xii)          in
the case of a Mortgage Loan that is part of a Loan Combination, the related Co-Lender Agreement;


 






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(xiii)        any
filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements in favor of the originator of
such Mortgage Loan (or the related Serviced Loan Combination, if applicable) or in favor of any assignee prior to the Trustee
and UCC-3 assignment financing statements in favor of the Trustee (or, in each case, a copy thereof certified to be the copy of
such assignment submitted or to be submitted for filing), if in the possession of the applicable Mortgage Loan Seller;


 


(xiv)        in
the case of any Mortgage Loan or the related Serviced Loan Combination as to which there exists a related mezzanine loan, the
related intercreditor agreement;


 


(xv)         any
related environmental insurance policy;


 


(xvi)        any
letter of credit relating to such Mortgage Loan or the related Serviced Loan Combination and any related assignment thereof; and


 


(xvii)      any
related franchise agreement, property management agreement or hotel management agreement and related comfort letters (together
with (i) copies of any notices of transfer that are necessary to transfer or assign to the Trust or the Trustee for the benefit
of the Certificateholders and the Combined Uncertificated VRR Interest Owner the benefits of such comfort letter or (ii) if the
related comfort letter contemplates that a request be made of the related franchisor to issue a replacement comfort letter for
the benefit of the Trust or Trustee, a copy of the notice requesting the issuance of such replacement comfort letter) and/or estoppel
letters relating to such Mortgage Loan or the related Serviced Loan Combination and any related assignment thereof;  


 


(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, and its counsel
that are privileged communications or constitute legal or other due diligence analyses), if any, delivered in connection with
the closing of the related Mortgage Loan;


 


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


 






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


 


(h)           for
any Mortgage Loan that the related Mortgaged Property or Mortgaged Properties 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 the origination settlement statement;


 


(r)        
   a copy of any Insurance Summary Report;


 


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


 


(t)        
   a copy of any escrow statements related to the escrow account balances as of the Mortgage Loan origination
date, if not included in the origination settlement statement;


 


(u)           the
original or a copy of all related environmental reports that were received by the applicable Mortgage Loan Seller;


 


(v)           unless
already included as part of the environmental reports, a copy of any closure letter (environmental); and


 


(w)          unless
already included as part of the environmental reports, a copy of any environmental remediation agreement for the related Mortgaged
Property or Mortgaged Properties,


 


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 received in connection with the origination of such Mortgage Loan
(other than documents that would not be included in connection with the origination of the Mortgage Loan because such


 






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document
is inapplicable to the origination of a Mortgage Loan of that structure or type, taking into account whether or not such Mortgage
Loan has any additional debt), 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, privileged or internal communications, credit underwriting
or due diligence analysis shall constitute part of the Diligence File. It is 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.


 


“Diligence
File Certification”: As defined in Section 2.01(i) of this Agreement.


 


“Directing
Holder”: With respect to any Serviced Mortgage Loan or, if applicable, Serviced Loan Combination:


 


(a)           except
(i) in the case of the 360 Rosemary Loan Combination prior to the occurrence and continuance of an applicable 360 Rosemary Control
Appraisal Period with respect to each of the 360 Rosemary Note C Subordinate Companion Loan and the 360 Rosemary Trust Subordinate
Companion Loan, (ii) in the case of the 111 River Street Loan Combination prior to the occurrence and continuance of a 111 River
Street Control Appraisal Period, (iii) with respect to an Excluded Mortgage Loan, (iv) with respect to any Serviced Outside Controlled
Loan Combination, and (v) during any period that a Control Termination Event has occurred and is continuing, the Controlling Class
Representative;


 


(b)           with
respect to any Serviced Outside Controlled Loan Combination (which may include a Servicing Shift Loan Combination or a Serviced
Loan Combination with a controlling Subordinate Companion Loan held outside the Trust), if and for so long as the applicable Companion
Loan Holder or its representative is entitled under the related Co-Lender Agreement to exercise consent rights similar to those
entitled to be exercised by the Controlling Class Representative (when it is the Directing Holder under the circumstances described
in clause (a) of this definition), the related Outside Controlling Note Holder;


 


(c)           with
respect to the 360 Rosemary Loan Combination so long as it is not an Excluded Mortgage Loan (i) for so long as no 360 Rosemary
Note C Control Appraisal Period exists with respect to such Loan Combination, the holder of the 360 Rosemary Note C Subordinate
Companion Loan, (ii) if a 360 Rosemary Note C Control Appraisal Period has occurred and is existing, then for so long as no 360
Rosemary Note B Control Appraisal Period exists with respect to such Loan Combination, the 360 Rosemary Controlling Class Representative
and (iii) for so long as a 360 Rosemary Note B Control Appraisal Period exists and a Control Termination Event has not occurred
and is continuing, the Controlling Class Representative; and


 


(d)           with
respect to the 111 River Street Loan Combination so long as it is not an Excluded Mortgage Loan (i) for so long as no 111 River
Street Control Appraisal Period


 






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exists with respect to such Loan Combination, the 111 River Street Controlling Class Representative
and (ii) for so long as a 111 River Street Control Appraisal Period exists and a Control Termination Event has not occurred and
is continuing, the Controlling Class Representative.


 


provided,
that with respect to any Serviced Loan Combination, the rights of the Directing Holder will be subject to and may be limited by
the terms and provisions of any related Co-Lender Agreement.


 


For
the avoidance of doubt: (A) the Controlling Class Representative will not be the Directing Holder if and for so long as (1) a
Control Termination Event is in effect, (2) the related Mortgage Loan is an Excluded Mortgage Loan, (3) the related Serviced Loan
Combination is a Serviced Outside Controlled Loan Combination, (4) with respect to the 360 Rosemary Loan Combination, the 360
Rosemary Note C Subordinate Companion Loan Holder or the 360 Rosemary Controlling Class Representative is entitled to act as Directing
Holder, and/or (5) with respect to the 111 River Street Loan Combination, the 111 River Street Controlling Class Representative
is entitled to act as Directing Holder; (B) there will be no Directing Holder with respect to an Excluded Mortgage Loan; (C) with
respect to the 360 Rosemary Loan Combination, if and for so long as (1) a 360 Rosemary Note C Control Appraisal Period exists,
the holder of the 360 Rosemary Note C Subordinate Companion Loan will not be the Directing Holder and (2) the 360 Rosemary Note
C Subordinate Companion Loan Holder is entitled to act as Directing Holder or a 360 Rosemary Note B Control Appraisal Period exists,
the 360 Rosemary Controlling Class Representative will not be the Directing Holder; (D) with respect to the 111 River Street Loan
Combination, if and for so long as a 111 River Street Control Appraisal Period exists, the 111 River Street Controlling Class
Representative will not be the Directing Holder; and (E) with respect to any Serviced Outside Controlled Loan Combination, the
related Outside Controlling Note Holder will be the Directing Holder only if and for so long as such note holder or note holder
representative is entitled under the related Co-Lender Agreement to exercise consent rights similar to those entitled to be exercised
by the Controlling Class Representative (when it is the Directing Holder under the circumstances described in clause (a)
of the prior paragraph of this definition).


 


Further
for the avoidance of doubt, with respect to any Mortgage Loan or Loan Combination, if none of the Controlling Class Representative,
an Outside Controlling Note Holder, the 360 Rosemary Controlling Class Representative or the 111 River Street Controlling Class
Representative, as applicable, is a Directing Holder in accordance with the foregoing definition, then there will be no Directing
Holder for that Serviced Mortgage Loan or Serviced Loan Combination.


 


“Directly
Operate”: With respect to any REO Property, the furnishing or rendering of services to the tenants thereof that are
not customarily provided to tenants in connection with the rental of space “for occupancy only” within the meaning
of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such REO Property, the holding of such REO
Property primarily for sale to customers in the ordinary course of a trade or business or any use of such REO Property in a trade
or business conducted by the Trust Fund, or the performance of any construction work on the REO Property, other than through an
Independent Contractor; provided, however, that the Special Servicer, on behalf of the Trust Fund, shall not be
considered to Directly Operate an REO Property solely because the Special Servicer, on behalf of the Trust


 






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Fund, 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 Serviced Loan or related REO Property, any compensation and other remuneration
(including, without limitation, in the form of commissions, brokerage fees and rebates) 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 Serviced Loan and any purchaser of any Serviced Loan or REO Property (or an interest in
an REO Property related to a Serviced Loan Combination, if applicable) in connection with the disposition, workout or foreclosure
of any Serviced 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 compensation which is payable to the
Special Servicer under this Agreement and that is set forth in a report that is part of the CREFC® Investor Reporting Package
(IRP) for the applicable period, and (2) any Permitted Special Servicer/Affiliate Fees. For the avoidance of doubt, any compensation
or other remuneration that an entity acting in the capacities of both the Master Servicer and Special Servicer is entitled to
in its capacity as Master Servicer pursuant to this Agreement will not constitute Disclosable Special Servicer Fees.


 


“Dispute
Resolution Consultation”: As defined in Section 2.03(g) of this Agreement.


 


“Dispute
Resolution Cut-off Date”: As defined in Section 2.03(g) of this Agreement.


 


“Dispute
Resolution Requesting Holder”:  Either a Requesting Certificateholder or a Consultation Requesting Certificateholder,
as applicable.


 


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


 


“Disqualified
Organization”: Any of (a) the United States, a State or any political subdivision thereof, any possession of the
United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if
all of its activities are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of
directors is not selected by any such governmental unit), (b) a foreign government, International Organization or agency
or instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed by Chapter 1 of the
Code (including the tax imposed by Code Section 511 on unrelated business taxable income) on any excess inclusions (as
defined in Code


 






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Section 860E(c)(1)) with respect to the Class R Certificates (except certain farmers’ cooperatives
described in Code Section 521), (d) rural electric and telephone cooperatives described in Code Section 1381(a)(2)
or (e) any other Person so designated by the Certificate Registrar based upon an Opinion of Counsel to the effect that any
Transfer to such Person may cause any Trust REMIC to be subject to tax or to fail to qualify as a REMIC for federal income tax
purposes at any time that the Certificates are outstanding. For purposes of this definition, the terms “United States,”
“State” and “International Organization” shall have the meanings set forth in Code Section 7701 or
successor provisions.


 


“Distribution
Account”: Collectively, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the 360
Rosemary REMIC Distribution Account and the 111 River Street REMIC Distribution Account, each of which may be subaccounts of a
single Eligible Account.


 


“Distribution
Date”: The fourth Business Day following each Determination Date, commencing in March 2022. The first Distribution Date
shall be March 17, 2022.


 


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


 


“Document
Defect”: As defined in Section 2.03(a) of this Agreement.


 


“Dodd-Frank
Act”: The Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time.


 


“Due
Date”: With respect to any Mortgage Loan or Companion Loan, for any calendar month: (i) up to and including the
calendar month in which its Maturity Date occurs, the day of such month set forth in the related Note on which the Monthly Payment
thereon is scheduled to be first due (without regard to any grace period); (ii) after the calendar month in which its Maturity
Date occurred, the day of such month that would have been the Due Date in accordance with clause (i) of this definition without
regard to the occurrence of the Maturity Date; and (iii) if such Mortgage Loan or Companion Loan, as applicable, has become
an REO Mortgage Loan or REO Companion Loan, as applicable, the day of such month that would have been the Due Date in accordance
with clause (i) of this definition without regard to the occurrence of such event.


 


“Due
Diligence Service Provider”: As defined in Section 12.13(l) of this Agreement.


 


“Due
Period”: With respect to any Distribution Date and any Mortgage Loan (including any successor REO Mortgage Loan with
respect thereto) or Companion Loan (including any successor REO Companion Loan with respect thereto), the period beginning on
the day immediately following the Due Date in the month preceding the month in which such Distribution Date occurs (or, in the
case of the Distribution Date occurring in March 2022, if such Mortgage Loan or Companion Loan does not have a Due Date in such
preceding month, beginning on the day after the date that would have been the Due Date if such Mortgage Loan or Companion Loan
had a Due Date in such preceding month) and ending on and including the Due Date in the month in which such Distribution Date
occurs.


 






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“Early
Termination Notice Date”: Any date as of which (a) the aggregate Stated Principal Balance of the Mortgage Loans (including
successor REO Mortgage Loans with respect thereto) and the Trust Subordinate Companion Loans (including successor REO Companion
Loans with respect thereto) remaining in the Trust Fund is less than (b) 1.0% of the sum of the aggregate Stated Principal Balance
of the Mortgage Pool and the Trust Subordinate Companion Loans initially included in the Trust Fund as of the Cut-Off Date (excluding,
for the purposes of the calculation in each of clauses (a) and (b) in this definition, the aggregate unpaid principal balance
of the Coleman Highline Phase IV Mortgage Loan, but only if the right to purchase referred to Section 9.01(c) is exercised
after the Distribution Date in February 2032).


 


“EDGAR”:
The Commission’s Electronic Data Gathering and Retrieval System.


 


“EDGAR-Compatible
Format”: (a) With respect to the CREFC® Schedule AL File, the Schedule AL Additional File and any other information
required pursuant to Item 1111(h) of Regulation AB, XML Format or such other format as mutually agreed to between the Depositor,
Certificate Administrator and the Master Servicer and (b) with respect to any other document or information, any format compatible
with EDGAR, including HTML, Word, Excel or clean, searchable PDFs.


 


“Eligible
Account”: Any of: (i) a segregated account or accounts maintained with a federal or state chartered depository
institution or trust company (including the Trustee and the Certificate Administrator), (a) the long-term unsecured debt obligations
(or short-term unsecured debt obligations if the account holds funds for less than 30 days) or commercial paper of which
are rated by Fitch in its highest rating category at all times (or, in the case of the REO Account, Collection Account, Loan
Combination Custodial Account, Interest Reserve Account, Excess Liquidation Proceeds Reserve Account and Escrow Account, the long-term
unsecured debt obligations (or short-term unsecured debt obligations if the account holds funds for less than 30 days) of
which are rated at least “AA-” by Fitch (or “A” by Fitch so long as the short-term deposit or short-term
unsecured debt obligations of such depository institution or trust company are rated no less than “F1” by Fitch) or,
if applicable, the short-term rating equivalent thereof, which is at least “F1” by Fitch), (b) the long-term unsecured
debt obligations or deposit accounts of which are rated at least “BBB+” by S&P in the case of letters of credit
and accounts in which funds are held for more than 30 days or, in the case of letters of credit and accounts in which funds
are held for 30 days or less, the short-term deposit accounts or short-term unsecured debt obligations of which are rated
at least “A-1” by S&P (or “A-2” by S&P if the long-term unsecured debt obligations or deposit
accounts thereof are rated at least “BBB” by S&P) and (c) the obligations of which satisfy the Applicable Moody’s
Permitted Investment Rating; (ii) an account or accounts maintained with KeyBank National Association so long as the long-term
unsecured debt rating or deposit account rating of KeyBank National Association shall be at least “A” by Fitch (or
“A-“ by Fitch so long as the short term deposit or short term unsecured debt obligations of KeyBank are rated no less
than “F1” by Fitch), “BBB” by S&P and “A2” by Moody’s (if the deposits are to be
held in the account for more than 30 days) or the short-term deposit account or short-term unsecured debt rating of KeyBank
National Association shall be at least “F1” by Fitch, “A-2” by S&P and “P-1” by Moody’s
(if the deposits are to be held in the account for 30 days or less); (iii) a segregated trust account or accounts maintained
with the corporate trust department of a federal or state chartered depository institution or trust company that, in either case,
has corporate trust powers, acting in its fiduciary capacity, which institution or trust company has a combined


 






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capital and surplus
of at least $50,000,000, is (in the case of a state chartered depository institution or trust company) subject to regulations
substantially similar to 12 C.F.R. §9.10(b), and is subject to supervision or examination by federal and state authority,
and the long term unsecured debt obligations of which are rated at least “A2” by Moody’s; (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) through (iii) above, with respect to which a Rating Agency Confirmation or Companion
Loan Rating Agency Confirmation, as applicable, has been obtained from KBRA and each Rating Agency and Companion Loan Rating Agency
for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such account; or (v) such
other account or accounts not listed in clauses (i) through (iii) above with respect to which a Rating Agency Confirmation
or Companion Loan Rating Agency Confirmation, as applicable, has been obtained from each Rating Agency and Companion Loan Rating
Agency. 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 or DBRS Morningstar and that has not been a special
servicer, operating advisor or asset representations reviewer on a transaction for which any of Moody’s, Fitch, KBRA, S&P
or DBRS 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 2.10, (c) is not (and is not affiliated with or, in the case of the Third
Party Purchaser or the 360 Rosemary Retaining Third Party Purchaser, Risk Retention Affiliated with) a Sponsor, a Mortgage Loan
Seller, an originator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, a
Directing Holder, any Risk Retention Consultation Party, the Third Party Purchaser, the 360 Rosemary Retaining Third Party Purchaser
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 Initial
Purchaser, a Directing Holder, any 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 Uncertificated Interest,
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 (i) that is the special servicer or operating advisor on a transaction rated by any
of Moody’s, Fitch, KBRA, S&P and/or DBRS Morningstar but has not been the special servicer or operating advisor on a
transaction for which Moody’s, Fitch, KBRA, S&P and/or DBRS Morningstar has qualified, downgraded or withdrawn its rating
or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or
operating advisor, as applicable, as the sole or material factor in such rating


 






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action, (ii) that (x) has been regularly
engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and has at least five
years of experience in collateral analysis and loss projections, and (y) has at least five years of experience in commercial
real estate asset management and experience in the workout and management of distressed commercial real estate assets, (iii) that
can and will make the representations and warranties set forth in Section 2.09(a) of this Agreement, (iv) that
is not (and is not affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer, any Mortgage Loan Seller, any Directing Holder, the 360 Rosemary Retaining Third Party Purchaser, any Risk Retention
Consultation Party or a depositor, a trustee, a certificate administrator, a master servicer or special servicer with respect
to the securitization of a Companion Loan, or any of their respective Affiliates, (v) that has not been paid any fees, compensation
or other remuneration by any entity acting as Special Servicer or successor Special Servicer (x) in respect of its obligations
under this Agreement or (y) for the recommendation of the replacement of the Special Servicer or the appointment of a successor
special servicer to become the Special Servicer and (vi) that does not directly or indirectly, through one or more Affiliates
or otherwise, own any interest in any Certificates, the Combined Uncertificated VRR Interest, any Mortgage Loans, any Companion
Loan or any securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to
which this Agreement relates, other than in fees from its role as Operating Advisor or any fees to which it is entitled as Asset
Representations Reviewer, if the Person acting as Operating Advisor is also acting as Asset Representations Reviewer.


 


“Emergency
Advance”: Any Property Advance that, pursuant hereto, the Special Servicer is required to either (a) make (in its
sole discretion in accordance with the Servicing Standard) or (b) to request the Master Servicer to make, that must be made
in an emergency situation or on an urgent basis within two (2) Business Days of the Special Servicer becoming aware that it must
be made in order to avoid any material penalty, any material harm to a Mortgaged Property securing a Serviced Loan or any other
material adverse consequence to the Trust Fund or any related Companion Loan Holder.


 


“Enforcing
Party”: In connection with any Repurchase Request, (i) in the event one or more Dispute Resolution Requesting Holders
has delivered a Final Dispute Resolution Election Notice with respect thereto pursuant to Section 2.03(g) of this
Agreement, with respect to the mediation or arbitration that arises out of such Final Dispute Resolution Election Notice, such
Dispute Resolution Requesting Holder(s), or (ii) in all other cases, the Enforcing Servicer.


 


“Enforcing
Servicer”: The Special Servicer.


 


“Environmental
Report”: The environmental audit report or reports with respect to each Mortgaged Property delivered to the related
Mortgage Loan Seller in connection with the origination or acquisition of the related Mortgage Loan.


 


“ERISA”:
The Employee Retirement Income Security Act of 1974, as it may be amended from time to time.


 


“ERISA
Restricted Certificate”: Any Class X-F, Class X-G, Class X-H, X-J, Class F, Class G, Class H, Class J, Class 111D, Class
111E, Class 360D or Class 360RR Certificate; provided that any such Certificate: (a) will cease to be considered an
ERISA Restricted Certificate


 






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and (b) will cease to be subject to the transfer restrictions with respect to ERISA Restricted
Certificates contained in Section 5.03(n) of this Agreement if, as of the date of a proposed transfer of such Certificate,
(i) it is rated in one of the four highest generic ratings categories by a credit rating agency that meets the requirements
of the Underwriter Exemption or (ii) relevant provisions of ERISA would permit the transfer of such Certificate to a Plan.


 


“Escrow
Account”: As defined in Section 3.04(b) of this Agreement.


 


“Escrow
Payment”: Any payment made by any Mortgagor to the Master Servicer pursuant to the related Mortgage, Lock-Box Agreement
or Loan Agreement for the account of such Mortgagor for application toward the payment of taxes, insurance premiums, assessments,
ground rents, mandated improvements and similar items in respect of the related Mortgaged Property.


 


“Euroclear”:
Euroclear Bank, as operator of the Euroclear System, and its successors in interest.


 


“Excess
Interest”: With respect to each ARD Mortgage Loan, additional interest accrued on such ARD Mortgage Loan after the Anticipated
Repayment Date allocable to the difference between the Revised Rate and the Mortgage Rate, plus any compound interest thereon
(to the extent permitted by applicable law and the related Loan Documents). The Excess Interest on any ARD Mortgage Loan shall
not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


“Excess
Interest Certificates”: Any class of commercial mortgage pass-through certificates issued under this Agreement that
are designated as evidencing an interest in the Excess Interest. The Class S Certificates and the Class VRR Certificates
shall be the only Classes of Excess Interest Certificates issued under this Agreement.


 


“Excess
Interest Distribution Account”: The trust account or subaccount created and maintained by the Certificate Administrator
pursuant to Section 3.05(e) of this Agreement in trust for the Holders of the Excess Interest Certificates and the
Uncertificated VRR Interest Owner, which (subject to changes in the identities of the Certificate Administrator and/or the Trustee)
shall be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2022-C1 and Class S, and the Uncertificated VRR Interest Owner, Excess Interest Distribution
Account.” Any such account shall be an Eligible Account. The Excess Interest Distribution Account shall be held solely for
the benefit of the Holders of the Excess Interest Certificates and the Uncertificated VRR Interest Owner. The Excess Interest
Distribution Account shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.


 


“Excess
Liquidation Proceeds”: With respect to any Mortgage Loan (and, in the case of each of the 360 Rosemary Mortgage Loan
and the 111 River Street Mortgage Loan, the related Trust Subordinate Companion Loan), the excess of (i) Liquidation Proceeds
of that Mortgage Loan (and, in the case of each of the 360 Rosemary Mortgage Loan and the 111 River Street Mortgage Loan, the
related Trust Subordinate Companion Loan) or related REO Property


 






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(net of any related Liquidation Expenses and any amounts payable
to a related Serviced Companion Loan Holder pursuant to the related Co-Lender Agreement), over (ii) the amount that would
have been received if a Principal Payment in full had been made, and all other outstanding amounts had been paid, with respect
to such Mortgage Loan (and, in the case of each of the 360 Rosemary Mortgage Loan and the 111 River Street Mortgage Loan, the
related Trust Subordinate Companion Loan) on the Due Date immediately following the date on which such proceeds were received.
With respect to any Outside Serviced Mortgage Loan, Excess Liquidation Proceeds shall mean such Outside Serviced Mortgage Loan’s
pro rata share of any “Excess Liquidation Proceeds” determined in accordance with the applicable Outside Servicing
Agreement and the related Co-Lender Agreement that are received by the Trust.


 


“Excess
Liquidation Proceeds Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator
pursuant to Section 3.05(c) of this Agreement in trust for the Certificateholders and the Uncertificated Interest
Owners, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall be entitled
“Computershare Trust Company, National Association, as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2022-C1, and the Uncertificated Interest Owners, Excess Liquidation Proceeds Reserve Account.”
Any such account shall be an Eligible Account.


 


“Excess
Modification Fees”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), the sum
of (A) the excess of (i) any and all Modification Fees with respect to any modification, waiver, extension or amendment
of any of the terms of a Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), over (ii) all unpaid
or unreimbursed Advances and Additional Trust Fund Expenses (including, without limitation, interest on unreimbursed Advances
to the extent not otherwise paid or reimbursed by the related Mortgagor (including indirect reimbursement from Penalty Charges
or otherwise), but excluding (1) Special Servicing Fees, Workout Fees and Liquidation Fees, and (2) Borrower Delayed Reimbursements)
outstanding or previously incurred hereunder with respect to the related Serviced Mortgage Loan (or Serviced Loan Combination,
if applicable) and reimbursed from such Modification Fees (which such Advances and Additional Trust Fund Expenses shall be reimbursed
from such Modification Fees), and (B) Advances and Additional Trust Fund Expenses previously paid or reimbursed from Modification
Fees as described in the preceding clause (A), which Advances and Additional Trust Fund Expenses have been recovered from
the related Mortgagor as Penalty Charges, specific reimbursements or otherwise. All Excess Modification Fees earned by the Special
Servicer shall offset any future Workout Fees or Liquidation Fees payable with respect to the related Serviced Mortgage Loan (or
Serviced Loan Combination, if applicable) or REO Property; provided that if the Serviced Mortgage Loan (or Serviced Loan
Combination, if applicable) ceases being a Corrected Loan, and is subject to a subsequent modification, any Excess Modification
Fees earned by the Special Servicer prior to such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) ceasing
to be a Corrected Loan shall no longer be offset against future Liquidation Fees and Workout Fees unless such Serviced Mortgage
Loan (or Serviced Loan Combination, if applicable) ceased to be a Corrected Loan within 18 months of it becoming a modified
Serviced Mortgage Loan (or modified Serviced Loan Combination, if applicable). If such Mortgage Loan (or Serviced Loan Combination)
ceases to be a Corrected Loan, the Special Servicer shall be entitled to a Liquidation Fee or Workout Fee (to the extent not


 






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previously
offset) with respect to the new modification, waiver, extension or amendment or future liquidation of the Specially Serviced Loan
or related REO Property (including in connection with a repurchase, sale, refinance, discounted or full payoff or other liquidation);
provided that any Excess Modification Fees earned and paid to the Special Servicer in connection with such subsequent modification,
waiver, extension or amendment (or, as contemplated by the preceding proviso, a prior modification, waiver, extension or amendment)
shall be applied to offset such Liquidation Fee or Workout Fee to the extent described above. Within any prior 12-month period,
all Excess Modification Fees earned by the Master Servicer or the Special Servicer (after taking into account any offset described
above applied during such 12-month period) with respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable)
shall be subject to a cap equal to the greater of (i) 1% of the outstanding principal balance of such Serviced Mortgage Loan (or
Serviced Loan Combination, if applicable) after giving effect to such transaction, and (ii) $25,000.


 


“Excess
Penalty Charges”: With respect to any Serviced Loan and any Collection Period, the sum of (A) the excess of (i) any
and all Penalty Charges collected in respect of such Serviced Loan during such Collection Period, over (ii) all unpaid or
unreimbursed Advances and Additional Trust Fund Expenses (including, without limitation, Advances and interest on Advances to
the extent not otherwise paid or reimbursed by the related Mortgagor, Special Servicing Fees, Workout Fees and Liquidation Fees)
outstanding or previously incurred on behalf of the Trust (and, if applicable, the related Serviced Companion Loan Holder(s))
with respect to such Serviced Loan and reimbursed from such Penalty Charges (which such Advances and Additional Trust Fund Expenses
shall be reimbursed from such Penalty Charges) in accordance with Section 3.14 of this Agreement and (B) Advances
and expenses previously paid or reimbursed from Penalty Charges as described in the immediately preceding clause (A), which
Advances and expenses have been recovered from the related Mortgagor or otherwise.


 


“Excess
Prepayment Interest Shortfall”: With respect to any Distribution Date, (i) with respect to the Mortgage Loans,
the aggregate of any Prepayment Interest Shortfalls resulting from any principal prepayments made on the Mortgage Loans to be
included in the Aggregate Pooled Available Funds for such Distribution Date that are not covered by the portion of the Master
Servicer’s Compensating Interest Payment for the related Distribution Date allocable to the Mortgage Loans or, in the case
of an Outside Serviced Mortgage Loan, the portion of any compensating interest payments allocable to such Outside Serviced Mortgage
Loan to the extent received from the related Outside Servicer, and (ii) with respect to each Trust Subordinate Companion Loan,
the amount of any Prepayment Interest Shortfall resulting from any principal prepayment made on such Trust Subordinate Companion
Loan to be included in the applicable Available Funds for any Distribution Date that is not covered by the portion of the Master
Servicer’s Compensating Interest Payment for the related Distribution Date allocable to such Trust Subordinate Companion
Loan.


 


“Excess
Servicing Fees”: With respect to each Mortgage Loan (including any successor REO Mortgage Loan with respect thereto)
and Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto), that portion of the Servicing
Fee that accrues at a per annum rate equal to the Excess Servicing Fee Rate.


 






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“Excess
Servicing Fee Rate”: With respect to each Mortgage Loan (including any successor REO Mortgage Loan with respect thereto)
and Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto), a rate per annum
equal to the Servicing Fee Rate minus (i) the applicable fee rate, if any, set forth under the column labeled “Subservicer
Fee” on the Mortgage Loan Schedule, minus (ii) 0.00125%; provided that such rate shall be subject to reduction
at any time following any resignation of the Master Servicer pursuant to Section 6.04 of this Agreement (if no successor
is appointed in accordance with Section 6.04 of this Agreement) or any termination of the Master Servicer pursuant
to Section 7.01 of this Agreement, to the extent reasonably necessary (in the sole discretion of the Trustee) for
the Trustee to appoint a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements
of Section 7.02 of this Agreement.


 


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


 


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


 


“Excluded
Controlling Class Holder”: With respect to any Excluded Controlling Class Mortgage Loan, the Controlling Class
Representative or any Controlling Class Certificateholder, any Loan-Specific Controlling Class Representative or any Loan-Specific
Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class Mortgage
Loan. Promptly upon obtaining actual knowledge of any such party becoming an “Excluded Controlling Class Holder”,
the Controlling Class Representative, Controlling Class Certificateholder, Loan-Specific Controlling Class Representative or Loan-Specific
Controlling Class Certificateholder, as the case may be, shall provide notice in the form of Exhibit M-1F hereto to
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Certificate
Administrator, which such notice shall be delivered in accordance with Section 12.04 of this Agreement and shall specifically
identify the Excluded Controlling Class Holder and the subject Excluded Controlling Class Mortgage Loan. Additionally,
any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially in the form
of Exhibit M-1G hereto, which notice shall provide 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.


 


“Excluded
Controlling Class Mortgage Loan”: Any Mortgage Loan or Loan Combination with respect to which, as of any date of
determination, the Controlling Class Representative or any Controlling Class Certificateholder (or, (i) with respect to the
360 Rosemary Loan Combination so long as a 360 Rosemary Control Appraisal Period is not continuing (provided a 360 Rosemary Note
C Control Appraisal Period has occurred and is continuing), the 360 Rosemary Controlling Class Representative or any 360 Rosemary
Controlling Class Certificateholder, and (ii) with respect to the 111 River Street Loan Combination so long as


 






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a 111 River
Street Control Appraisal Period is not continuing, the 111 River Street Controlling Class Representative or any 111 River Street
Controlling Class Certificateholder), as applicable, is a Borrower Party. For the avoidance of doubt, if a Mortgage Loan
or a Loan Combination is not an Excluded Controlling Class Mortgage Loan, such Mortgage Loan or Loan Combination also is
not an Excluded Mortgage Loan.


 


“Excluded
Information”: With respect to any Excluded Controlling Class Mortgage Loan, any information and reports solely
relating to such Excluded Controlling Class Mortgage Loan and/or the related Mortgaged Property or portfolio of Mortgaged
Properties, including, without limitation, any Asset Status Reports, Final Asset Status Reports (or summaries thereof), any Appraisals,
inspection reports (related to Specially Serviced Loans conducted by the Special Servicer or the Excluded Mortgage Loan Special
Servicer, as applicable), any Officer’s Certificates delivered by the Master Servicer, the Special Servicer or the Trustee
pursuant to Section 3.20(c) or Section 4.06(b) supporting a non-recoverability determination, the Operating
Advisor Annual Reports, any determination of the Special Servicer’s net present value calculation, any Appraisal Reduction
Amount calculations, environmental assessments, seismic reports and property condition reports and such other information and
reports designated as Excluded Information (other than such information with respect to such Excluded Controlling Class Mortgage
Loan that is aggregated with information of other Mortgage Loans at a pool level) by the Master Servicer, the Special Servicer
or the Operating Advisor, as the case may be. 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 and CREFC®
Special Servicer Property File relating to any Excluded Controlling Class Mortgage 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 for posting 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 3.32 hereof.


 


“Excluded
Mortgage Loan”: is a Mortgage Loan or Loan Combination with respect to which the Controlling Class Representative or
the holder(s) of more than 50% of the Controlling Class (by Certificate Balance) (or, (i) with respect to the 360 Rosemary Loan
Combination so long as the 360 Rosemary Controlling Class Representative would otherwise be the related Directing Holder, the
360 Rosemary Controlling Class Representative or the holder(s) of more than 50% of the 360 Rosemary Controlling Class (by Certificate
Balance), and (ii) with respect to the 111 River Street Loan Combination so long as the 111 River Street Controlling Class Representative
would otherwise be the related Directing Holder, the 111 River Street Controlling Class Representative or the holder(s) of more
than 50% of the 111 River Street Controlling Class (by Certificate Balance)) is (or are) a Borrower Party.


 


“Excluded
Mortgage Loan Special Servicer”: With respect to any Excluded Special Servicer Mortgage Loan, a Special Servicer that
is not a Borrower Party and satisfies all of the eligibility requirements applicable to the Special Servicer set forth in this
Agreement.


 






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“Excluded
RRCP Mortgage Loan”: With respect to any Risk Retention Consultation Party as of any date of determination, a Mortgage
Loan or Loan Combination with respect to which such Risk Retention Consultation Party or the Person(s) entitled to appoint such
Risk Retention Consultation Party is a Borrower Party.


 


“Excluded
Special Servicer Information”: With respect to any Excluded Special Servicer Mortgage Loan, any information and reports
solely relating to such Excluded Special Servicer Mortgage Loan and/or the related Mortgaged Property or portfolio of Mortgaged
Properties, including, without limitation, any Asset Status Reports, Final Asset Status Reports (or summaries thereof), any Appraisals,
inspection reports, any Officer’s Certificates delivered by the Master Servicer, the related Excluded Mortgage Loan Special
Servicer or the Trustee pursuant to Section 3.20(c) or Section 4.06(b) supporting a non-recoverability
determination, the Operating Advisor Annual Reports (provided that the Special Servicer or the Excluded Mortgage Loan Special
Servicer, as applicable, shall be entitled to access and view any Operating Advisor Annual Report relating to itself, even if
such report also includes information about any Excluded Special Servicer Mortgage Loan), any determination of the related Excluded
Mortgage Loan Special Servicer’s net present value calculation, any Appraisal Reduction Amount calculations, environmental
assessments, seismic reports and property condition reports and such other information and reports designated as Excluded Special
Servicer Information (other than such information with respect to such Excluded Special Servicer Mortgage Loan that is aggregated
with information of other Mortgage Loans at a pool level) by the Master Servicer, the related Excluded Mortgage Loan Special Servicer
or the Operating Advisor, as the case may be. 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
and CREFC® Special Servicer Property File relating to any Excluded Special Servicer Mortgage Loan, which shall
be Excluded Special Servicer Information) shall not be considered “Excluded Special Servicer Information.”


 


“Excluded
Special Servicer Mortgage Loan”: As of any date of determination, any Mortgage Loan or Loan Combination with respect
to which the related Special Servicer, to its knowledge, is a Borrower Party.


 


“FDIC”:
The Federal Deposit Insurance Corporation, and its successors in interest.


 


“Final
Asset Status Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such
other data or supporting information provided by the Special Servicer to any applicable Directing Holder or Consulting Party or,
if different, the Operating Advisor or any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative),
in each case, which does not include any communications (other than the related Asset Status Report) between the Special Servicer,
on the one hand, and any applicable Directing Holder or Consulting Party, on the other hand, with respect to such Specially Serviced
Loan; provided that no Asset Status Report shall be considered to be a Final Asset Status Report unless any applicable
Directing Holder has either finally approved of and consented to the actions proposed to be taken in connection therewith, or
has exhausted all of its rights of approval and consent pursuant to this Agreement, or has been deemed to have approved or consented
to such action, or unless the Asset Status Report is otherwise being implemented by the Special Servicer in accordance with this
Agreement.


 






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“Final
Dispute Resolution Election Notice”: As defined in Section 2.03(g) of this Agreement.


 


“Final
Recovery Determination”: With respect to any defaulted Mortgage Loan or Serviced Loan Combination that is a Specially
Serviced Loan (or, in the case of an Outside Serviced Mortgage Loan, the equivalent under the applicable Outside Servicing Agreement)
or REO Mortgage Loan, as the case may be, a determination that there has been a recovery of all Insurance Proceeds, Condemnation
Proceeds, Liquidation Proceeds, REO Proceeds and other payments or recoveries that the Special Servicer, or the related Outside
Special Servicer with respect to an Outside Serviced Mortgage Loan (if it is a “Specially Serviced Loan” (or an analogous
concept) under the applicable Outside Servicing Agreement) or any related REO Property, has determined in accordance with the
Servicing Standard will ultimately be recoverable; provided that with respect to each Outside Serviced Mortgage Loan, the
Final Recovery Determination shall be made by the related Outside Special Servicer in accordance with the applicable Outside Servicing
Agreement.


 


“Fitch”:
Fitch Ratings, Inc. or 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
and the Special Servicer and specific ratings of Fitch herein referenced shall be deemed to refer to the equivalent ratings (as
reasonably determined by the Depositor) of the party so designated.


 


“Form 8-K
Disclosure Information”: As defined in Section 10.07 of this Agreement.


 


“Fort
Lauderdale Small Bay Warehouses Action”: As defined in Section 2.03(c) of this Agreement.


 


“Fort
Lauderdale Small Bay Warehouses Mortgaged Property”: As defined in Section 2.03(c) of this Agreement.


 


“GACC”:
German American Capital Corporation, a Maryland corporation, and its successors in interest.


 


“GACC
Mortgage Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of February 1, 2022, by and between
GACC and the Depositor.


 


“GACC
Mortgage Loans”: The Mortgage Loans (or portions thereof) transferred by GACC to the Depositor and/or the Trust pursuant
to the GACC Mortgage Loan Purchase Agreement and this Agreement.


 


“General
Special Servicer”: As defined in Section 6.08(i) of this Agreement.


 


“Global
Certificates”: Any Certificate registered in the name of the Depository or its nominee.


 






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


 


“Grantor
Trust”: A segregated asset pool within the Trust Fund, which at all times shall be treated as a “grantor trust”
under the Grantor Trust Provisions, consisting of the VRR Specific Grantor Trust Assets, the Class S Specific Grantor Trust
Assets and the Excess Interest Distribution Account, beneficial ownership of which is represented by the Grantor Trust Certificates
and the Combined Uncertificated VRR Interest.


 


“Grantor
Trust Certificates”: Any class of commercial mortgage pass-through certificates issued under this Agreement that is
designated as evidencing an interest in the Grantor Trust. The Class S Certificates shall be the only Classes of Grantor
Trust Certificates issued under this Agreement.


 


“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.


 


“Hazardous
Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without limitation,
those so identified pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601
et seq., or any other environmental laws now or hereafter existing, 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.


 


“Holder”:
With respect to any Certificate, a Certificateholder, and with respect to any Lower-Tier Regular Interest, 111 River Street Regular
Interest or 360 Rosemary Regular Interest, the Trustee for the benefit of the Certificateholders.


 


“Impermissible
Risk Retention Affiliate”: As defined in Section 3.34 of this Agreement.


 


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


 


“Indemnified
Party”: As defined in Section 8.05(c) or Section 12.13(d), as applicable, of this Agreement,
as the context requires.


 


“Indemnifying
Party”: As defined in Section 8.05(c), Section 10.12 or Section 12.13(d), as applicable,
of this Agreement, as the context requires.


 


“Independent”:
When used with respect to any specified Person, any such Person who (i) does not have any direct financial interest, or any
material indirect financial interest, in any of a Mortgage Loan Seller, the Depositor, the Trustee, the Operating Advisor, the
Asset Representations Reviewer, the Certificate Administrator, the Master Servicer, the Special Servicer,


 






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the Controlling Class Representative,
any Risk Retention Consultation Party, any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder
Representative) or any Affiliate thereof, and (ii) is not connected with any such Person as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person
shall not fail to be Independent of the Mortgage Loan Sellers, the Depositor, the Trustee, the Master Servicer, the Special Servicer,
the Controlling Class Representative, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator,
any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative) or any Affiliate thereof
merely because such Person is (A) compensated for services by, or (B) the beneficial owner of 1% or less of any class
of securities issued by, the Depositor, the Mortgage Loan Sellers, the Trustee, the Master Servicer, the Special Servicer, the
Controlling Class Representative, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator,
any Mortgagor, any Companion Loan Holder (or, if applicable, its Companion Loan Holder Representative) or any Affiliate thereof,
as the case may be, provided that such ownership constitutes less than 1% of the total assets owned by such Person.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the applicable
Trust REMIC within the meaning of Code Section 856(d)(3) if such Trust REMIC were a real estate investment trust (except
that the ownership tests 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 or 35% or more of the aggregate value of all Classes of Certificates), provided that such
Trust REMIC does not receive or derive any income from such Person and the relationship between such Person and the Trust REMIC
is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except 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 (at the expense of the party seeking to be deemed an Independent Contractor) addressed to the Master
Servicer, the Trustee and the Certificate Administrator 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) if the Master Servicer,
on behalf of itself, the Trustee and the Certificate Administrator has received an Opinion of Counsel (at the expense of the party
seeking to be deemed an Independent Contractor) 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 Code
Section 860G(a)(8) (determined without regard to the exception applicable for purposes of Code Section 860D(a)) or
cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property (provided that
such income would otherwise so qualify).


 


“Initial
Interest Deposit Amount”: With respect to each Mortgage Loan or Trust Subordinate Companion Loan that accrues interest
on Actual/360 Basis, an amount equal to two days of interest on the Cut-off Date Balance of such Mortgage Loan or Trust Subordinate
Companion Loan at the related Net Mortgage Rate, which amount is required to be delivered by the related Mortgage Loan Seller
to the Master Servicer on the Closing Date for deposit into the Collection Account pursuant to Section 1 of the related Loan Purchase
Agreement. The aggregate of all Initial Interest Deposit Amounts is $270,812.33.


 






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“Initial
Purchasers”: BMO Capital Markets Corp., KeyBanc Capital Markets, Deutsche Bank Securities Inc., Bancroft Capital, LLC
and Drexel Hamilton, LLC.


 


“Initial
Requesting Certificateholder”: The first Certificateholder or Certificate Owner of a Pooled Certificate (in either case,
other than a Holder or Certificate Owner of the Class VRR Certificates) to deliver a Certificateholder Repurchase Request
as described in Section 2.03(f) 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, and a Holder of a Class VRR Certificate
may not be an Initial Requesting Certificateholder.


 


“Initial
Schedule AL Additional File”: The data file containing additional information or schedules regarding data points in
the Initial Schedule AL File and filed as Exhibit 103 to the Form ABS-EE or, if applicable, Form ABS-EE/A incorporated by
reference in the Prospectus.


 


“Initial
Schedule AL File”: The data file prepared by, or on behalf of, the Depositor and filed as Exhibit 102 to the Form
ABS-EE or, if applicable, Form ABS-EE/A incorporated by reference in the Prospectus.


 


“Initial
Uncertificated 111RR Interest Owner”: With respect to the Uncertificated 111RR Interest, BMO.


 


“Initial
Uncertificated Interest Owner”: (i) With respect to the Uncertificated VRR Interest, the Initial Uncertificated VRR
Interest Owner; and (ii) with respect to the Uncertificated 111RR Interest, the Initial Uncertificated 111RR Interest Owner.


 


“Initial
Uncertificated VRR Interest Owner”: With respect to the Uncertificated VRR Interest, BMO.


 


“Inquiries”:
As defined in Section 4.02(a) of this Agreement.


 


“Institutional
Accredited Investor”: An entity that qualifies as an “accredited investor” within the meaning of Rule 501(a) (1),
(2), (3) or (7) of Regulation D under the Act or any entity in which all of the equity owners qualify as “accredited investors”
within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Act.


 


“Insurance
Proceeds”: Proceeds of any fire and hazard insurance policy, title policy or other insurance policy relating to a Mortgage
Loan (including an Outside Serviced Mortgage Loan) or Trust Subordinate Companion Loan (including any amounts paid by the Master
Servicer pursuant to Section 3.07 of this Agreement); provided that, in the case of an Outside Serviced Mortgage
Loan, “Insurance Proceeds” under this Agreement shall be limited to any related proceeds of the type described
above in this definition that are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant
to the allocations set forth in the related Co-Lender Agreement or, if no allocation is provided in the related Co-Lender Agreement,
as allocated pursuant to the applicable Outside Servicing Agreement.


 


“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


 






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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.


 


“Interest
Accrual Amount”: (a) With respect to any Distribution Date and any Class of Non-Uncertificated VRR Retained Pooled
Principal Balance Certificates, an amount equal to interest for the related Interest Accrual Period accrued at the applicable
Pass-Through Rate for such Class on the related Certificate Balance outstanding immediately prior to such Distribution Date;
and (b) with respect to any Distribution Date and a Class of the Pooled Class X Certificates, an amount equal to the
Accrued Component Interest for the related Interest Accrual Period for the applicable Component (or, if there are multiple related
Components, the sum of the Accrued Component Interest for the related Interest Accrual Period for all of the respective Components)
for such Class for such Interest Accrual Period. Calculations of interest for each Interest Accrual Period shall be made
on 30/360 Basis.


 


“Interest
Accrual Period”: With respect to any Distribution Date, the calendar month prior to the month in which such Distribution
Date occurs.


 


“Interest
Distribution Amount”: With respect to any Distribution Date and any Class of Non-Uncertificated VRR Retained Pooled
Regular Certificates, an amount equal to (A) the sum of (i) the Interest Accrual Amount with respect to such Class for
such Distribution Date and (ii) the Interest Shortfall, if any, with respect to such Class for such Distribution Date,
less (B) any Excess Prepayment Interest Shortfall with respect to the Mortgage Pool allocated to such Class on such Distribution
Date pursuant to Section 4.01(j).


 


“Interest
Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to
Section 3.23 of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate
Administrator) shall be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf
of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of BMO 2022-C1 Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2022-C1, and the Uncertificated Interest Owners, Interest Reserve Account”
and which shall be an Eligible Account.


 


“Interest
Shortfall”: With respect to any Distribution Date for any Class of Non-Uncertificated VRR Retained Pooled Regular
Certificates, subject to increase as provided in Section 4.01(g) of this Agreement, 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 (if any), and (b) to the extent permitted by applicable law, (i) in the case of a Class of Non-Uncertificated
VRR Retained Pooled Principal Balance Certificates, one month’s interest on that amount remaining unpaid at the Pass-Through
Rate applicable to such Class for the subject Distribution Date, and (ii) in the case of a Class of Pooled Interest-Only
Certificates, one month’s interest on that amount remaining unpaid at the WAC Rate for the subject Distribution Date.


 


“Interested
Person”: As of any date of determination, any party to this Agreement, any Mortgage Loan Seller, any applicable Directing
Holder or Consulting Party, any Mortgagor, any holder of a related mezzanine loan, any manager of a Mortgaged Property, any Independent


 






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Contractor engaged by the Special Servicer pursuant to Section 3.16 of this Agreement, or any Person actually known
to a Responsible Officer of the Trustee or the Certificate Administrator to be an Affiliate of any of the preceding entities;
and, with respect to a Defaulted Serviced Loan Combination, the related Other Depositor, the master servicer, the special servicer
(or any independent contractor engaged by such special servicer), or the trustee for the related Other Securitization Trust, the
related Serviced Companion Loan Holder or its Companion Loan Holder Representative, any holder of a related mezzanine loan, or
any Person actually known to a Responsible Officer of the Trustee or the Certificate Administrator to be an Affiliate of any of
the preceding entities.


 


“Interest-Only
Certificates”: The Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J and Class
360X Certificates, collectively.


 


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


 


“Investment
Account”: As defined in Section 3.07(a) of this Agreement.


 


“Investment
Company Act”: The Investment Company Act of 1940, as it may be amended from time to time.


 


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


 


“Investor
Certification”: A certificate representing that such Person executing the certificate is a Certificateholder, a Certificate
Owner or a prospective purchaser of a Certificate (or any investment advisor or manager of the foregoing), an Uncertificated Interest
Owner, the Controlling Class Representative or a Loan-Specific Controlling Class Representative (to the extent the Controlling
Class Representative or such Loan-Specific Controlling Class Representative is not a Certificateholder or a Certificate
Owner), a Risk Retention Consultation Party (to the extent such Risk Retention Consultation Party is not a Certificateholder or
Certificate Owner) or a Serviced Companion Loan Holder or its Companion Loan Holder Representative, and that (i) for purposes
of obtaining certain information and notices (including access to information and notices on the Certificate Administrator’s
Website) pursuant to this Agreement, (A) (1) in the case of a Person that is not the Controlling Class Representative, a
Controlling Class Certificateholder, a Loan-Specific Controlling Class Representative or any Loan- Specific Controlling Class Certificateholder,
such Person is or is not a Borrower Party and such Person is or is not a Risk Retention Consultation Party or (2) in the case
of the Controlling Class Representative, any Controlling Class Certificateholder, a Loan-Specific Controlling


 






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Class Representative
or any Loan-Specific Controlling Class Certificateholder, such Person is or is not a Borrower Party as to any identified
Excluded Controlling Class Mortgage Loan, and (B) except in the case of a Serviced Companion Loan Holder or its Companion
Loan Holder Representative, such Person has received a copy of the Prospectus, which certificate shall be substantially in the
form of Exhibit M-1A, Exhibit M-1B, Exhibit M-1C, Exhibit M-1D or Exhibit M-1E
to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website,
and/or (ii) for purposes of exercising Voting Rights (which does not apply to a prospective purchaser of a Certificate, an
Uncertificated Interest Owner or a Serviced Companion Loan Holder or its Companion Loan Holder Representative), (A) (1) such Person
is not a Borrower Party or (2) in the case of the Controlling Class Representative, any Controlling Class Certificateholder,
a Loan-Specific Controlling Class Representative or any Loan-Specific Controlling Class Certificateholder, such Person
is a Borrower Party as to any identified Excluded Controlling Class Mortgage Loan, (B) such Person is or is not the Depositor,
the Master Servicer, the Special Servicer, an Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer, a Mortgage Loan Seller or an Affiliate of any of the foregoing and
(C) such Person has received a copy of the Prospectus, which certificate shall be substantially in the form of Exhibit M-2A
or Exhibit M-2B to this Agreement or in the form of an electronic certification (which may be a click-through
confirmation) contained on the Certificate Administrator’s Website or the Master Servicer’s website. The Certificate
Administrator may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.
For the avoidance of doubt if a Borrower Party is the Controlling Class Representative, a Controlling Class Certificateholder,
a Loan-Specific Controlling Class Representative or a Loan-Specific Controlling Class Certificateholder, such Person
(A) shall be prohibited from having access to the Excluded Information solely with respect to the related Excluded Controlling
Class Mortgage Loan and (B) shall not be permitted to exercise voting or control, consultation and/or special servicer
appointment rights as a member of the Controlling Class solely with respect to the related Excluded Controlling Class Mortgage
Loan.


 


“Investor
Q&A Forum”: As defined in Section 4.02(a) of this Agreement.


 


“Investor
Registry”: As defined in Section 4.02(a) of this Agreement.


 


“IRS”:
The Internal Revenue Service.


 


“KBRA”:
Kroll Bond Rating Agency, LLC or 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
and the Special Servicer and specific ratings of KBRA herein referenced shall be deemed to refer to the equivalent ratings (as
reasonably determined by the Depositor) of the party so designated.


 


“KeyBanc”: KeyBanc
Capital Markets Inc.


 


“KeyBank”:
KeyBank National Association, a national banking association, and its successors in interest.


 






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“KeyBank
Mortgage Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of February 1, 2022, by and between
KeyBank and the Depositor.


 


“KeyBank
Mortgage Loans”: The Mortgage Loans (or portions thereof) transferred by KeyBank to the Depositor and/or the Trust pursuant
to the KeyBank Mortgage Loan Purchase Agreement and this Agreement.


 


“Legal
Fee Reserve Account”: The account created and maintained by the Certificate Administrator pursuant to Section 3.05(i),
in the name of the “Legal Fee Reserve Account”, into which the amounts set forth in Section 5.05(i) shall be
deposited directly and which must be an Eligible Account.


 


“Liquidation
Event”: With respect to any Trust Loan (or Serviced Loan Combination), any of the following events: (i) such Trust
Loan (or Serviced Loan Combination) is paid in full; (ii) a Final Recovery Determination is made with respect to such Trust
Loan (or Serviced Loan Combination); (iii) such Trust Loan is repurchased or substituted for by the applicable Mortgage Loan
Seller pursuant to Section 6 of the related Mortgage Loan Purchase Agreement; (iv) such Trust Loan is purchased or otherwise
acquired by the Special Servicer, the Master Servicer, the Holders of the Controlling Class, a Loan-Specific Controlling Class,
Holders of the Class R Certificates, the Remaining Certificateholder, the Holder(s) of all the 111 River Street Loan-Specific
Certificates or the Holder(s) of all the 360 Rosemary Loan-Specific Certificates pursuant to Section 9.01 of this
Agreement; (v) such Mortgage Loan (or Serviced Loan Combination) is purchased by the holder of a mezzanine loan or a Subordinate
Companion Loan Holder pursuant to the related intercreditor agreement, Co-Lender Agreement or similar agreement; (vi) the
taking of a Mortgaged Property (or portion thereof) by exercise of the power of eminent domain or condemnation; (vii) such
Trust Loan (or Serviced Loan Combination or relevant portion thereof) is purchased by any Person in accordance with Section 3.17
of this Agreement; or (viii) in the case of an Outside Serviced Mortgage Loan, such Mortgage Loan is liquidated by any
party pursuant to terms analogous to those set forth in the preceding clauses contained in the applicable Outside Servicing Agreement
and/or the related Co-Lender Agreement. With respect to any REO Property (and the related REO Mortgage Loan or REO Companion Loan(s)),
any of the following events: (i) a Final Recovery Determination is made with respect to such REO Property; (ii) such
REO Property is purchased or otherwise acquired by the Master Servicer, the Special Servicer, Holders of the Controlling Class,
Holders of the Class R Certificates or the Remaining Certificateholder pursuant to Section 9.01 of this Agreement;
(iii) the taking of a REO Property (or portion thereof) by exercise of the power of eminent domain or condemnation;
(iv) such REO Property is purchased by the holder of a mezzanine loan or a Subordinate Companion Loan Holder pursuant to
the related intercreditor agreement, Co-Lender Agreement or similar agreement; or (v) such REO Property is purchased by another
party in accordance with Section 3.17 of this Agreement.


 


“Liquidation
Expenses”: All customary, reasonable and necessary costs and expenses incurred by the Master Servicer, the Special Servicer,
the Certificate Administrator and the Trustee in connection with the liquidation of any Specially Serviced Loan or REO Property
acquired in respect thereof or final payoff of a Corrected Loan (including, without limitation, legal fees and expenses, committee
or referee fees, and, if applicable, brokerage commissions, and conveyance taxes associated with such Mortgage Loan or Mortgaged
Property).


 






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“Liquidation
Fee”: (i) With respect to each Specially Serviced Loan as to which the Special Servicer receives a full or discounted
payoff (or unscheduled partial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout) from
the related Mortgagor, (ii) except as otherwise described below, with respect to any Serviced Mortgage Loan (or Serviced Loan
Combination, if applicable) repurchased or substituted, or with respect to which a Loss of Value Payment is made, as contemplated
by Section 2.03 of this Agreement, and (iii) with respect to any Specially Serviced Loan or any REO Property (other
than an REO Property related to an Outside Serviced Mortgage Loan) as to which the Special Servicer receives Liquidation Proceeds
(including through a trustee’s sale, foreclosure sale or otherwise), Insurance Proceeds or Condemnation Proceeds, an amount
calculated by the application of the applicable Liquidation Fee Rate to the related payment or proceeds (exclusive of any portion
of such payoff or proceeds that represents Penalty Charges); provided that the Liquidation Fee with respect to such Specially
Serviced Loan or REO Property shall be reduced by the amount of any Excess Modification Fees paid by or on behalf of the related
Mortgagor with respect to the Specially Serviced Loan or REO Property as described in the definition of “Excess Modification
Fees” in this Agreement, but only to the extent those fees have not previously been deducted from a Workout Fee or
Liquidation Fee; provided, however, that, except as contemplated by the preceding proviso with respect to offset
in connection with Excess Modification Fees and the next two (2) provisos, no Liquidation Fee will be less than $25,000 with respect
to any Serviced Mortgage Loan (or related Serviced Loan Combination, if applicable); provided, further, that (a) the
Liquidation Fee shall be zero with respect to any Serviced Mortgage Loan or Serviced Loan Combination or any Mortgaged Property
purchased, repurchased or substituted for pursuant to clauses (iii) through (v) of the first sentence of the definition of
Liquidation Event (unless with respect to (A) clause (iii), the applicable Mortgage Loan Seller does not repurchase
or substitute for such Mortgage Loan until after more than 120 days following its receipt of notice or discovery of the Material
Defect that gave rise to the particular repurchase or substitution obligation, and (B) clause (v), the applicable mezzanine
loan holder (based on a purchase option set forth under the related intercreditor agreement) or the applicable Subordinate Companion
Loan Holder (based on a purchase option set forth under the related Co-Lender Agreement) does not purchase such Serviced Mortgage
Loan or Serviced Loan Combination within 90 days of the date that the first purchase option related to the subject Servicing
Transfer Event first becomes exercisable under the related intercreditor agreement or the related Co-Lender Agreement, as applicable)
or pursuant to clauses (ii) or (iv) of the second sentence of the definition of Liquidation Event (unless with respect
to clause (iv), the applicable mezzanine loan holder (based on a purchase option set forth under the related intercreditor
agreement) or the applicable Subordinate Companion Loan Holder (based on a purchase option set forth under the related Co-Lender
Agreement) does not purchase such REO Property within 90 days of the date that the first purchase option related to the subject
Servicing Transfer Event first becomes exercisable under the related intercreditor agreement or the related Co-Lender Agreement,
as applicable), (b) the Liquidation Fee shall be zero with respect to any Serviced Mortgage Loan or Serviced Loan Combination
or any Mortgaged Property with respect to which a Loss of Value Payment is made as contemplated by Section 2.03(a)
of this Agreement unless the applicable Mortgage Loan Seller does not make the particular Loss of Value Payment with respect to
such Mortgage Loan until after more than 120 days following its receipt of notice or discovery of the Material Defect that
gave rise to the payment of the particular Loss of Value Payment, and (c) the Liquidation Fee with respect to each Serviced
Mortgage Loan or REO Mortgage Loan repurchased or substituted for after more than 120 days following the


 






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Mortgage Loan Seller’s
receipt of notice or discovery of a Material Defect shall be in an amount equal to the Liquidation Fee Rate of the outstanding
principal balance of such Serviced Mortgage Loan or REO Mortgage Loan; provided, further that if a Serviced Mortgage
Loan or Serviced Loan Combination becomes a Specially Serviced Loan only because of an event described in clause (a)(ii)
of the definition of Specially Serviced Loan as a result of a payment default at maturity and the related Liquidation Proceeds
or payment are received within 90 days following the related default in connection with the full and final payoff or refinancing
of the related Serviced Mortgage Loan or Serviced Loan Combination, if applicable, the Special Servicer will not be entitled to
collect a Liquidation Fee, but may collect and retain appropriate fees from the related Mortgagor in connection with such liquidation.
For the avoidance of doubt, no Liquidation Fee is payable in connection with an optional termination of the Trust pursuant to
Section 9.01.


 


“Liquidation
Fee Rate”: A rate equal to the lesser of (a) 1.0% or (b) with respect to any Serviced Mortgage Loan (or related Serviced
Loan Combination, if applicable), such lesser rate as would result in a Liquidation Fee of $1,000,000; provided, however,
that except as contemplated in the definition of “Liquidation Fee”, no Liquidation Fee with respect to any Serviced
Mortgage Loan (or related Serviced Loan Combination, if applicable) will be less than $25,000.


 


“Liquidation
Proceeds”: The amount (other than Insurance Proceeds and Condemnation Proceeds) received in connection with (i) a full
or discounted payoff (or unscheduled partial payment to the extent such prepayment is required by the Special Servicer as a condition
to a workout) with respect to a Specially Serviced Loan, (ii) a Liquidation Event, (iii) the transfer of any Loss of Value
Payments from the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.06(c) 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), (iv) the transfer of any Threshold Event Collateral to the related Loan Combination
Custodial Account pursuant to Section 3.28(e) of this Agreement or (v) proceeds of any 111 River Street Threshold
Event Collateral deposited in the Distribution Account in accordance with the penultimate sentence of Section 3.10(a).


 


“Loan
Agreement”: With respect to any Mortgage Loan or Serviced Loan Combination, the loan agreement, if any, between the
related originator(s) and the Mortgagor, pursuant to which such Mortgage Loan or Serviced Loan Combination was made.


 


“Loan
Combination”: An aggregate debt consisting of a particular Mortgage Loan that is an asset of the Trust and one or more
other mortgage loans (each of which is referred to as a “Companion Loan”), which Mortgage Loan and related
Companion Loan(s) are: (i) each evidenced by one or more separate Notes; (ii) cross-defaulted with each other; and (iii) all
secured by the same Mortgage(s) encumbering the same Mortgaged Property or portfolio of Mortgaged Properties. The term “Loan
Combination” shall include any successor REO Mortgage Loan and the related successor REO Companion Loan(s) (or the related
deemed Companion Loan(s), if applicable)). The only Loan Combinations related to the Trust as of the Closing Date are identified
in the Loan Combination Table. Each of the Companion Loans identified in the Loan Combination


 






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Table are not assets of the Trust
other than the 111 River Street Trust Subordinate Companion Loan and the 360 Rosemary Trust Subordinate Companion Loan.


 


“Loan
Combination Custodial Account”: With respect to any Serviced Loan Combination, the respective segregated account or
sub-account created and maintained by the Master Servicer pursuant to Section 3.05A of this Agreement on behalf of
the holders of such Serviced Loan Combination, which (subject to any changes in the identities of the Master Servicer and/or the
Trustee) shall be entitled “KeyBank National Association, as Master Servicer, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-C1, the Uncertificated Interest Owners, and the related Serviced Companion Loan Holder, as their interests may
appear.”


 


“Loan
Combination Special Servicer”: Any Person responsible for performing the duties of Special Servicer hereunder with respect
to a Serviced Loan Combination or any related REO Property.


 


“Loan
Combination Table”: The table that appears under the heading “LOAN COMBINATIONS” in the Preliminary Statement.


 


“Loan
Documents”: With respect to any Mortgage Loan, or Serviced Loan Combination, the documents executed or delivered in
connection with the origination or any subsequent modification of such Mortgage Loan or Serviced Loan Combination, as applicable,
or subsequently added to the related Mortgage File, and any related Co-Lender Agreement and/or intercreditor agreement.


 


“Loan
Number”: With respect to any Mortgage Loan, the loan number by which such Mortgage Loan was identified on the books
and records of the Depositor or any Sub-Servicer for the Depositor, as set forth in the Mortgage Loan Schedule.


 


“Loan-Related
Litigation”: As defined in Section 3.33 of this Agreement.


 


“Loan-Specific
Certificateholder”: Any Holder of a Loan-Specific Certificate.


 


“Loan-Specific
Certificates”: The 360 Rosemary Loan-Specific Certificates and the 111 River Street Loan-Specific Certificates.


 


“Loan-Specific
Class X Certificates”: The Class 360X Certificates.


 


“Loan-Specific
Controlling Class”: Each of the 360 Rosemary Controlling Class and the 111 River Street Controlling Class.


 


“Loan-Specific
Controlling Class Certificateholder”: Each 360 Rosemary Controlling Class Certificateholder and each 111 River Street
Controlling Class Certificateholder.


 


“Loan-Specific
Controlling Class Representative”: Each of the 360 Rosemary Controlling Class Representative and the 111 River Street
Controlling Class Representative.


  






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“Loan-Specific
REMIC Distribution Account”: (a) With respect to the 360 Rosemary Trust Subordinate Companion Loan or the 360 Rosemary
Loan-Specific Certificates, the 360 Rosemay REMIC Distribution Account; and (b) with respect to the 111 River Street Trust Subordinate
Companion Loan or the 111 River Street Loan-Specific Certificates, the 111 River Street REMIC Distribution Account.


 


“Loan-to-Value
Ratio”: With respect to any Mortgage Loan or Serviced Loan Combination, as of any date of determination, the fraction,
expressed as a percentage, the numerator of which is the then unpaid principal balance of such Mortgage Loan or Serviced Loan
Combination, as applicable, and the denominator of which is the Appraised Value of the related Mortgaged Property as determined
by an Appraisal thereof.


 


“Lock-Box
Account”: With respect to any Mortgaged Property, if applicable, any account created pursuant to any documents relating
to a Mortgage Loan or Serviced Loan Combination to receive rental or other income generated by the Mortgaged Property. Any Lock-Box
Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive the reinvestment
income or gain thereon in accordance with the terms and provisions of the related Mortgage Loan or Serviced Loan Combination and
Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon.


 


“Lock-Box
Agreement”: With respect to any Mortgage Loan or Serviced Loan Combination, the lock-box or other similar agreement,
if any, between the related originator(s) and the Mortgagor, pursuant to which the related Lock-Box Account, if any, may have
been established.


 


“Loss
of Value Payment”: As defined in Section 2.03(a) 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 3.05(g) 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
Principal Balance”: The principal amount of any Lower-Tier Regular Interest outstanding as of any date of determination.
As of the Closing Date, the Lower-Tier Principal Balance of each Lower-Tier Regular Interest shall equal the original Lower-Tier
Principal Balance as set forth in the Preliminary Statement hereto. On each Distribution Date, the Lower-Tier Principal Balance
of each Lower-Tier Regular Interest shall be permanently reduced by all distributions of principal deemed to have been made in
respect of such Lower-Tier Regular Interest on such Distribution Date pursuant to Section 4.01(a)(ii) of this Agreement,
and shall be further permanently reduced on such Distribution Date by all applicable Realized Losses deemed to have been allocated
thereto on such Distribution Date pursuant to Section 4.01(f) of this Agreement, such that at all times the Lower-Tier
Principal Balance of a Lower-Tier Regular Interest shall equal the Certificate Balance of the Corresponding Certificates. The
Lower-Tier Principal Balance of any Lower-Tier Regular Interest may be increased on a particular Distribution Date as and to the
extent contemplated by Section 4.01(g) of this Agreement.


 






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“Lower-Tier
Regular Interests”: The respective classes of “regular interests”, within the meaning of Code Section 860G(a)(1),
in the Lower-Tier REMIC, designated as the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5, Class LA-AB,
Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class LJ and Class LVRR
Lower-Tier Regular Interests.


 


“Lower-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Mortgage Loans and collections thereon (other
than Excess Interest), any related REO Property (or a beneficial interest in the applicable portion of the “REO Property”
under the applicable Outside Servicing Agreement related to any Outside Serviced Mortgage Loan) acquired in respect thereof and
all proceeds of such REO Property allocable to the related Mortgage Loan, other property of the Trust Fund related thereto and
amounts (other than Excess Interest and any interest or other income earned thereon) held in respect thereof from time to time
in the Collection Account, any Serviced Loan Combination Custodial Account, the Interest Reserve Account and the related REO Account,
and amounts held from time to time in the Lower-Tier REMIC Distribution Account and the Excess Liquidation Proceeds Reserve Account,
in each case excluding the beneficial interest of any Companion Loan Holder in an REO Property and any amounts allocable to the
Companion Loans and any interest or other income earned on such amounts allocable to the Companion Loans. Any Threshold Event
Collateral posted by a Serviced Subordinate Companion Loan Holder and any 111 River Street Threshold Event Collateral posted by
the 111 River Street Threshold Cure Holder will be part of the Trust Fund but not part of the Grantor Trust or any Trust REMIC.


 


“Lower-Tier
REMIC Distribution Account”: The account or accounts created and maintained as a separate account (or separate sub-account
within the same account as the Upper-Tier REMIC Distribution Account) or accounts by the Certificate Administrator pursuant
to Section 3.05(b) of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate
Administrator) shall be entitled “Computershare Trust Company, National Association, as Certificate Administrator, on behalf
of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of BMO 2022-C1 Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2022-C1, and the Uncertificated Interest Owners, Lower-Tier REMIC Distribution
Account” and which must be an Eligible Account. The Lower-Tier REMIC Distribution Account shall be an asset of the Lower-Tier
REMIC.


 


“Lower-Tier
Residual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2),
in the Lower-Tier REMIC and evidenced by the Class R Certificates.


 


“MAI”:
Member of the Appraisal Institute.


 


“Major
Decision”: Collectively:


 


(a)           any
proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership
of properties securing such of the Serviced Loans as come into and continue in default;


 






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(b)           any
modification, consent to a modification or waiver of any monetary term (other than Penalty Charges which the Master Servicer or
the Special Servicer, as applicable, is permitted to waive pursuant to this Agreement) or material non-monetary term (including,
without limitation, any Payment Accommodations, a modification with respect to the timing of payments and acceptance of discounted
payoffs but excluding waiver of Penalty Charges) of a Serviced Loan or any extension of the Maturity Date or Anticipated Repayment
Date, as applicable, of any Serviced Loan;


 


(c)           any
sale of a Serviced Mortgage Loan that is a Defaulted Mortgage Loan (and any related Serviced Companion Loan) or REO Property (other
than in connection with the termination of the Trust Fund) for less than the applicable Purchase Price;


 


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


 


(e)           any
release of collateral or any acceptance of substitute or additional collateral for a Serviced Loan, or any consent to either of
the foregoing, unless such action is otherwise required or permitted pursuant to the specific terms of the related Serviced Loan
and there is no lender discretion;


 


(f)           any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Serviced Loan or, if lender
consent is required, any consent to such waiver or consent to a transfer of the Mortgaged Property or interests in the Mortgagor
or consent to the incurrence of additional debt (including mezzanine debt), other than any such transfer or incurrence of debt
as may be effected without the consent of the lender under the related loan agreement;


 


(g)           any
approval of property management company changes or franchise changes, in each case to the extent the lender is required to consent
to, or approve, such changes under the related Loan Documents, provided that with respect to property management company changes
(i) the Serviced Loan has an outstanding principal balance greater than $10,000,000, or (ii) the successor property
manager is affiliated with the related Mortgagor;


 


(h)           any
acceptance of an assumption agreement or any other agreement permitting transfers of interests in a Mortgagor or guarantor releasing
a Mortgagor or guarantor from liability under a Serviced Loan other than any such acceptance as may be effected without the consent
of the lender under the related Loan Agreement;


 


(i)         
  any acceleration of a Serviced Loan following a default or an event of default with respect to a Serviced Loan,
any initiation of judicial, bankruptcy or similar proceedings under the related Loan Documents or with respect to the related
Mortgagor or Mortgaged Property;


 


(j)         
  the determination of the Special Servicer pursuant to clause (b) or clause (g) of the definition
of “Specially Serviced Loan”;


 






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(k)           any
modification, waiver or amendment of an intercreditor agreement, Co-Lender Agreement or similar agreement (other than with respect
to amendments to split or re-size notes consistent with the terms of the subject Co-Lender Agreement and as to which the consent
of the holder of the related Mortgage Loan is not required) , in each case entered into with any mezzanine lender or Companion
Loan Holder or subordinate debt holder related to a Serviced Loan, or an action to enforce rights with respect thereto and in
each case, in a manner that materially and adversely affects the Holders of the Control Eligible Certificates or the applicable
Loan-Specific Control Eligible Certificates;


 


(l)          
 any release 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 Loan Documents and for which
there is no lender discretion;


 


(m)          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 Loan Documents, such transaction will not constitute a Major Decision; and


 


(l)     
      any determination of an Acceptable Insurance Default;


 


provided,
for the avoidance of doubt, that any modification, waiver, consent or amendment by the Master Servicer or the Special Servicer
that is set forth above as a Major Decision shall constitute a Major Decision regardless of the fact that such action is being
taken in connection with a defeasance; and, provided, further, that, in the case of a Serviced Outside Controlled Loan Combination,
“Major Decision” shall have the meaning as such term or any analogous term is assigned in the related Co-Lender Agreement.
For the avoidance of doubt, the Controlling Class Representative shall have no consent or consultation rights with respect to
Major Decisions with respect to any Excluded Mortgage Loan.


 


“Major
Decision Reporting Package”: With respect to any Major Decision, (a) a written report prepared by the Special Servicer
describing in reasonable detail (i) the background and circumstances requiring action of the Special Servicer, (ii) the proposed
course of action recommended, and (iii) information regarding any direct or indirect conflict of interest in the subject action,
and (b) all information in the Special Servicer's possession that is reasonably requested by the party receiving such Major Decision
Reporting Package in order for such party to exercise any consultation or consent rights available to such party under this Agreement.
For the avoidance of doubt, the Special Servicer may provide the information described in clauses (a)(i) and (a)(ii) above in
the form of an Asset Status Report.


 


“Majority-Owned
Affiliate”: A “majority-owned affiliate” as defined under Regulation RR.


 






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“Manager”:
With respect to any Mortgage Loan or Serviced Loan Combination, any property manager for the related Mortgaged Properties.


 


“Master
Servicer”: KeyBank National Association, a national banking association, or its successor in interest, or any successor
Master Servicer appointed as herein provided.


 


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


 


“Master
Servicer Servicing Personnel”: The divisions and individuals of the Master Servicer who are involved in the performance
of the duties of the Master Servicer under this Agreement.


 


“Material
Breach”: As defined in Section 2.03(a) of this Agreement.


 


“Material
Defect”: With respect to any Mortgage Loan, a Material Breach or a Material Document Defect, as the case may be, with
respect to such Mortgage Loan.


 


“Material
Document Defect”: As defined in Section 2.03(a) of this Agreement.


 


“Maturity
Date”: With respect to each Mortgage Loan, the maturity date as set forth on the Mortgage Loan Schedule; and with respect
to each Serviced Companion Loan, the Maturity Date for the related Mortgage Loan.


 


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


 


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


 


“Modification
Fees”: With respect to any Serviced Loan, any and all fees collected from the related Mortgagor with respect to a modification,
extension, waiver or amendment that modifies, extends, amends or waives any term of the Loan Documents (as evidenced by a signed
writing) agreed to by the Master Servicer or the Special Servicer, other than (a) any loan service transaction fees, Assumption
Fees, Consent Fees or assumption application fees and (b) any fee in connection with a defeasance of such Serviced Loan.


 


“Modified
Asset”: Any Serviced Loan as to which any Servicing Transfer Event has occurred and which has been modified by the Special
Servicer pursuant to Section 3.24 of this Agreement in a manner that:


 


(a)           affects
the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing Monthly Payments
current with respect to such Serviced Loan);


 


(b)           except
as expressly contemplated by the related Loan Documents, results in a release of the lien of the related Mortgage on any material
portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount, or the delivery of substitute
real property collateral with a fair market value (as is), that is not less than the fair market value (as is) of the property
to be released, as determined by an


 






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appraisal delivered to the Special Servicer (at the expense of the related Mortgagor and upon
which the Special Servicer may conclusively rely); or


 


(c)           in
the reasonable, good faith judgment of the Special Servicer, otherwise materially impairs the security for such Serviced Loan
or materially reduces the likelihood of timely payment of amounts due thereon.


 


“Monthly
Payment”: With respect to any Mortgage Loan or Serviced Companion Loan, as applicable (other than any REO Mortgage Loan
or REO Companion Loan), and any Due Date, the scheduled monthly payment of principal (if any) and interest at the related Mortgage
Rate, which is payable by the related Mortgagor on such Due Date under the related Note or Notes, exclusive of any Balloon Payment.
The Monthly Payment with respect to any Due Date for (i) an REO Mortgage Loan or REO Companion Loan or (ii) any Mortgage
Loan or Serviced Companion Loan that is delinquent at its respective Maturity Date and with respect to which the Special Servicer
has not entered into an extension, shall be the monthly payment that would otherwise have been payable on such Due Date had the
related Note not been discharged or the related Maturity Date had not been reached, as the case may be, determined as set forth
in the preceding sentence and on the assumption that all other amounts, if any, due thereunder are paid when due. The Monthly
Payment for any Serviced Loan Combination is the aggregate Monthly Payment for the related Mortgage Loan and Serviced Companion
Loan(s).


 


“Moody’s”:
Moody’s Investors Service, Inc. or 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 and the Special Servicer and specific ratings of Moody’s herein referenced shall be deemed to refer
to the equivalent ratings (as reasonably determined by the Depositor) of the party so designated


 


“Mortgage”:
The mortgage, deed of trust or other instrument creating a first lien on or first priority ownership interest in a Mortgaged Property
securing the Note(s) evidencing a Mortgage Loan or Loan Combination.


 


“Mortgage
File”: With respect to any Mortgage Loan or the related Serviced Loan Combination, subject to Section 2.01(b),
collectively the following documents:


 


(1)           (A)
the original executed Note for such Mortgage Loan (and, in the case of each of the 360 Rosemary Mortgage Loan and the 111 River
Street Mortgage Loan, the original executed Mortgage Note for the related Trust Subordinate Companion Loan), endorsed on its face
or by allonge thereto (without recourse, representation or warranty, express or implied) to the order of (i) in the case of any
Mortgage Loan other than the 111 River Street Mortgage Loan, “Wilmington Trust, National Association, as Trustee, on behalf
of the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1 and
the Uncertificated VRR Interest Owner” or in blank or (ii) in the case of the 111 River Street Mortgage Loan, “Wilmington
Trust, National Association, as Trustee, on behalf of the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2022-C1 and the 


 






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Uncertificated Interest Owners” or in blank, and, in the case of each
of clauses (i) and (ii) above, further showing a complete, unbroken chain of endorsement from the originator (if such originator
is not the applicable Mortgage Loan Seller) (or, alternatively, if the original executed Note has been lost, a lost note
affidavit and indemnity with a copy of such Note), and (B) if such Mortgage Loan is part of a Serviced Loan Combination,
a copy of the executed Note for each related Serviced Companion Loan held outside the Trust;


 


(2)           an
original or copy of the Mortgage, together with originals or copies of any and all intervening assignments thereof, in each case
(unless the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon
or certified by the applicable recorder’s office;


 


(3)           an
original or copy of any related Assignment of Leases (if such item is a document separate from the Mortgage), together with originals
or copies of any and all intervening assignments thereof, in each case (unless the particular item has not been returned from
the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s
office;


 


(4)           an
original executed assignment, in recordable form (except for missing recording information not yet available if the instrument
being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related
Assignment of Leases (if such item is a document separate from the Mortgage), in favor of (i) in the case of any Mortgage Loan
other than the 111 River Street Mortgage Loan, “Wilmington Trust, National Association, as Trustee, on behalf of the registered
Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1 and the Uncertificated
VRR Interest Owner [and the holder of the related Serviced Companion Loan, as their interests may appear]” or in blank or
(ii) in the case of the 111 River Street Mortgage Loan, “Wilmington Trust, National Association, as Trustee, on behalf of
the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1 and the
Uncertificated Interest Owners and the holder of the related Serviced Companion Loan, as their interests may appear” or
in blank, or a copy of such assignment if the related Mortgage Loan Seller or its designee, rather than the Trustee, is responsible
for recording such assignment; provided, however, that with respect to a Servicing Shift Mortgage Loan, each such assignment shall
be executed in blank until the earliest of (A) the related Servicing Shift Date, (B) such Servicing Shift Mortgage Loan becoming
a Specially Serviced Mortgage Loan, and (C) 180 days after the Closing Date;


 


(5)           the
original assignment of all unrecorded documents relating to the Mortgage Loan (or the related Serviced Loan Combination, if applicable),
in favor of (i) in the case of any Mortgage Loan other than the 111 River Street Mortgage Loan, “Wilmington Trust, National
Association, as Trustee, on behalf of the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-C1 and the Uncertificated VRR Interest Owner [and the holder of the related Serviced Companion Loan, as their
interests may appear]” or (ii) in the case of the 111 River Street Mortgage Loan, “Wilmington Trust, National Association,
“Wilmington Trust, National Association, as Trustee, on behalf of the registered Holders of BMO 2022-


 






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C1 Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2022-C1 and the Uncertificated Interest Owners and the holder of the
related Serviced Companion Loan, as their interests may appear”; provided, however, that with respect to a Servicing Shift
Mortgage Loan, each such assignment shall be executed in blank until the earliest of (A) the related Servicing Shift Date,
(B) such Servicing Shift Mortgage Loan becoming a Specially Serviced Mortgage Loan, and (C) 180 days after the Closing Date;


 


(6)           originals
or copies of final written modification agreements in those instances where the terms or provisions of the Note for such Mortgage
Loan (or, if applicable, any Note of a Serviced Loan Combination) or the related Mortgage have been modified, in each case (unless
the particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon
if the instrument being modified is a recordable document;


 


(7)           the
original or a copy of the policy or certificate of lender’s title insurance issued in connection with such Mortgage Loan
(or the related Serviced Loan Combination, if applicable) or, if such policy has not been issued or located, an irrevocable, binding
commitment (which may be a “marked-up” pro forma title policy marked as binding and executed by an authorized representative
of the title insurer or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative
of the title insurer) to issue such title insurance policy;


 


(8)           an
original or copy of the related Ground Lease relating to such Mortgage Loan (or the related Serviced Loan Combination, if applicable),
if any, and any ground lessor estoppel;


 


(9)           an
original or copy of the related Loan Agreement, if any;


 


(10)         an
original of any guaranty under such Mortgage Loan or the related Serviced Loan Combination, if any;


 


(11)         an
original or copy of the lock box agreement or cash management agreement relating to such Mortgage Loan or the related Serviced
Loan Combination, if any;


 


(12)         an
original or copy of the environmental indemnity from the related Mortgagor, if any;


 


(13)         an
original or copy of the related escrow agreement and the related security agreement (in each case, if such item is a document
separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof;


 


(14)         an
original assignment of the related security agreement (if such item is a document separate from the Mortgage and if such item
is not included in the assignment described in clause (5)), in favor of (i) in the case of any Mortgage Loan other than the
111 River Street Mortgage Loan, “Wilmington Trust, National Association, as Trustee, on behalf of the registered Holders
of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1 and the Uncertificated VRR Interest
Owner


 






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[and the holder of the related Serviced Companion Loan, as their interests may appear]” or (ii) in the case of the
111 River Street Mortgage Loan, “Wilmington Trust, National Association, as Trustee, on behalf of the registered Holders
of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1 and the Uncertificated Interest
Owners and the holder of the related Serviced Companion Loan, as their interests may appear”; provided, however, that with
respect to a Servicing Shift Mortgage Loan, each such assignment shall be executed in blank until the earliest of (A) the related
Servicing Shift Date, (B) such Servicing Shift Mortgage Loan becoming a Specially Serviced Mortgage Loan, and (C) 180 days
after the Closing Date;


 


(15)         any
filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements in favor of the originator of
such Mortgage Loan (or the related Serviced Loan Combination, if applicable) or in favor of any assignee prior to the Trustee,
and an original UCC-3 assignment thereof, in form suitable for filing, in favor of the Trustee (or, in each case, a copy thereof,
certified to be the copy of such assignment submitted or to be submitted for filing);


 


(16)         in
the case of any Mortgage Loan or the related Serviced Loan Combination as to which there exists a related mezzanine loan, the
original or a copy of the related intercreditor agreement;


 


(17)         an
original or copy of any related environmental insurance policy;


 


(18)         a
copy of any letter of credit relating to such Mortgage Loan or the related Serviced Loan Combination and any related assignment
thereof (with the original to be delivered to the Master Servicer);


 


(19)         copies
of any related franchise agreement, property management agreement or hotel management agreement and related comfort letters (together
with (i) copies of any notices of transfer that are necessary to transfer or assign to the Trust or the Trustee the benefits of
such comfort letter or (ii) if the related comfort letter contemplates that a request be made of the related franchisor to issue
a replacement comfort letter for the benefit of the Trust or Trustee, a copy of the notice requesting the issuance of such replacement
comfort letter (the copy of such notice shall be delivered by the related Mortgage Loan Seller to the Custodian for inclusion
in the Mortgage File within the time period set forth in the penultimate paragraph of Section 2.01(b)), with the original
of any replacement comfort letter to be included in the Mortgage File following receipt thereof by the Master Servicer) and/or
estoppel letters relating to such Mortgage Loan or the related Serviced Loan Combination and any related assignment thereof; and


 


(20)         in
the case of a Loan Combination, an original or a copy of the related Co-Lender Agreement;


 


provided
that, whenever the term “Mortgage File” is used to refer to documents actually received by the Certificate Administrator
or a Custodian appointed thereby, such term shall not be deemed to include such documents and instruments required to be included
therein unless they are actually so received; and provided further that so long as the Custodian is also the relaed Outside
Custodian,


 






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in connection with any Outside Serviced Mortgage Loan, any and all document delivery requirements with respect to the
related Mortgage File (or any portion thereof) set forth herein or in the related Mortgage Loan Purchase Agreement will be satisfied
by the delivery, in compliance with the terms of the related Outside Servicing Agreement, by the applicable Mortgage Loan Seller
of the documents specified above (other than the Mortgage Note and intervening endorsements evidencing such Mortgage Loan or shall
otherwise satisfy the requirements of clause (i) of the definition of “Mortgage File”) to the custodian under
the related Outside Servicing Agreement (in such form as was delivered to the custodian under the related Outside Servicing Agreement);
provided that (a) 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 Outside Serviced Mortgage Loan as if such documents were required
to be delivered and included in the Mortgage File and as if the Outside Custodian’s receipt of the documents contained in
the related “mortgage file” delivered under the related Outside Servicing Agreement constituted delivery of those
same documents to the Custodian under this Agreement, (b) the Custodian shall not resign as the related Outside Custodian without
giving at least thirty (30) days’ advance written notice of resignation to each other party hereto, and (c) if for any reason
the Custodian shall resign as Custodian hereunder or resign as the related Outside Custodian or shall otherwise no longer act
as Custodian hereunder or as the related Outside Custodian or shall otherwise be required to surrender possession of the related
“mortgage file” delivered under the related Outside Servicing Agreement (including by reason of the Outside Serviced
Companion Loan being removed from the related securitization trust), the Custodian shall include the documents contemplated by
clauses (1) through (20) above in the Mortgage File for such Outside Serviced Whole Loan (to the extent such documents were delivered
in connection with the related Other Securitization Trust) that shall be maintained by it or any successor custodian hereunder..


 


“Mortgage
Loan”: Each of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 and from
time to time held in the Trust Fund (other than the Trust Subordinate Companion Loans), the mortgage loans originally so transferred,
assigned and held being identified on the Mortgage Loan Schedule as of the Cut-Off Date. Such term shall include any Specially
Serviced Mortgage Loan, REO Mortgage Loan or defeased Mortgage Loan and each Outside Serviced Mortgage Loan (but not the Companion
Loans). For the avoidance of doubt, no Retained Defeasance Rights and Obligations will be part of a “Mortgage Loan”
or an asset of the Trust. Notwithstanding anything to the contrary in this Agreement, with respect to each Co-sponsored Mortgage
Loan (which consists of two or more separate notes contributed to the Trust by the related Applicable Co-sponsors), the term “Mortgage
Loan” shall mean the entire such Co-sponsored Mortgage Loan, except that (i) for the purposes of determining any rights
or obligations of BMO with respect to each BMO Co-sponsored Mortgage Loan under this Agreement or the BMO Mortgage Loan Purchase
Agreement, except as otherwise provided in Section 11.02(b), the term “Mortgage Loan” shall refer to the portion
of such BMO Co-sponsored Mortgage Loan evidenced by the applicable BMO Co-sponsored Note(s) and such promissory note(s) shall
be treated like a separate Mortgage Loan; and (ii) for the purposes of determining any rights or obligations of SMC with respect
to each SMC Co-sponsored Mortgage Loan under this Agreement or the SMC Mortgage Loan Purchase Agreement, except as otherwise provided
in Section 11.02(b), the term “Mortgage Loan” shall refer to the portion of such SMC Co-sponsored Mortgage
Loan evidenced by the applicable SMC Co-sponsored Note(s) and such promissory note(s) shall be treated like a separate Mortgage
Loan.


 






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“Mortgage
Loan Purchase Agreement”: The BMO Mortgage Loan Purchase Agreement, the KeyBank Mortgage Loan Purchase Agreement, the
SMC Mortgage Loan Purchase Agreement, the Sabal Mortgage Loan Purchase Agreement, or the GACC Mortgage Loan Purchase Agreement,
as applicable.


 


“Mortgage
Loan Schedule”: The list of Mortgage Loans included in the Trust Fund as of the Closing Date being attached hereto as
Exhibit B, which list shall set forth the following information with respect to each Mortgage Loan:


 


(i)         
  the Loan Number;


 


(ii)           the
street address (including city, state and zip code) and name of the related Mortgaged Property;


 


(iii)          the
Cut-Off Date Balance;


 


(iv)          the
original Mortgage Rate;


 


(v)           the
(A) remaining term to maturity/ARD and (B) Maturity Date/ARD;


 


(vi)          in
the case of a Balloon Loan, the remaining amortization term;


 


(vii)         the
Servicing Fee Rate (which may be presented as consisting of the following separate components: “Master Servicing Fee Rate
(%)”, “Primary Servicing Fee Rate (%)”, “Subservicing Fee Rate (%)” and “Outside Servicing
Fee Rate (%)”) (separately identifying any primary servicing fee rate or subservicing fee rate included in the Servicing
Fee Rate, and in the case of a Serviced Loan Combination, separately identifying the Servicing Fee Rate applicable to the related
Serviced Companion Loan in such Serviced Loan Combination, and in the case of an Outside Serviced Mortgage Loan, separately identifying
the primary servicing fee rate payable to the Outside Servicer);


 


(viii)        the
Mortgage Loan Seller(s);


 


(ix)           whether
the Mortgage Loan is cross-collateralized and the cross-collateralized group it belongs to;


 


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


 


(xi)           the
ARD Mortgage Loan final Maturity Date, if applicable;


 


(xii)         the
Revised Rate, if applicable;


 


(xiii)        
whether such Mortgage Loan is part of a Serviced Loan Combination, in which case the information required by
clauses (iii), (iv), (v), (vi) and (vii) above shall also be set forth for the Serviced Companion Loan in the related
Serviced Loan Combination; and


 






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(xiv)         whether
the related Mortgaged Property is in a flood zone and, if applicable, the flood zone code thereof.


 


“Mortgage
Loan Seller”: Each of Sabal, BMO, SMC, KeyBank and GACC and their respective successors in interest.


 


“Mortgage
Loan Seller Sub-Servicer”: A Sub-Servicer required to be retained by the Master Servicer by a Mortgage Loan Seller,
as listed on Exhibit S to this Agreement, or any successor thereto.


 


“Mortgage
Pool”: All of the Mortgage Loans and any successor REO Mortgage Loans, collectively. The Mortgage Pool does not include
the Companion Loans or any related REO Companion Loans.


 


“Mortgage
Rate”: With respect to any Mortgage Loan (including an REO Mortgage Loan) or Serviced Companion Loan (including an REO
Companion Loan), the per annum rate at which interest accrues (or, if and while it is an REO Mortgage Loan or REO Companion
Loan, is deemed to accrue) on such Mortgage Loan or Serviced Companion Loan, as the case may be, as stated in the related Note
or Co-Lender Agreement, in each case without giving effect to the Default Rate, any Excess Interest or any Revised Rate with respect
to such Mortgage Loan or Serviced Companion Loan, as the case may be.


 


“Mortgaged
Property”: The underlying property securing a Mortgage Loan and the related Companion Loan(s), including any REO Property
(including with respect to an Outside Serviced Mortgage Loan), consisting of a fee simple estate, and, with respect to certain
Mortgage Loans and any related Companion Loan(s), a leasehold estate, or both a leasehold estate and a fee simple estate, or a
leasehold estate in a portion of the property and a fee simple estate in the remainder, in a parcel of land improved by a commercial
property, together with any personal property, fixtures, leases and other property or rights pertaining thereto.


 


“Mortgagor”:
The obligor or obligors on a Note evidencing a Mortgage Loan and any related Note(s) in favor of any related Companion Loan Holder(s),
including, without limitation, any Person that has acquired the related Mortgaged Property and assumed the obligations of the
original obligor under such Note evidencing a Mortgage Loan and any such Note(s) in favor of any related Companion Loan Holder(s).


 


“Mortgagor
Accounts”: As defined in Section 3.07(a) of this Agreement.


 


“Net
Condemnation Proceeds”: The Condemnation Proceeds received with respect to any Mortgage Loan or Serviced Companion Loan
(including an REO Mortgage Loan or REO Companion Loan) net of the amount of (i) costs and expenses incurred with respect
thereto and (ii) amounts required to be applied to the restoration or repair of the related Mortgaged Property; provided
that, in the case of an Outside Serviced Mortgage Loan, “Net Condemnation Proceeds” under this Agreement shall
be limited to any related Condemnation Proceeds that are received by the Trust Fund in connection with such Outside Serviced Mortgage
Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.


 






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“Net
Insurance Proceeds”: Insurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the
related Mortgaged Property or released to the Mortgagor in accordance with the express requirements of the Mortgage or Note or
other Loan Documents included in the Mortgage File or in accordance with the Servicing Standard, or with respect to the environmental
insurance policy, applied to pay any costs, expenses, penalties, fines or similar items; provided that, in the case of
an Outside Serviced Mortgage Loan, “Net Insurance Proceeds” under this Agreement shall be limited to any related Insurance
Proceeds that are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations
set forth in the related Co-Lender Agreement.


 


“Net
Liquidation Proceeds”: The Liquidation Proceeds received by the Trust Fund with respect to any Mortgage Loan or Serviced
Loan Combination (including an REO Mortgage Loan or REO Companion Loan) net of the amount of Liquidation Expenses incurred with
respect thereto.


 


“Net
Mortgage Rate”: With respect to any Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) or
Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto), the per annum rate
equal to the related Mortgage Rate minus the related Administrative Cost Rate.


 


“Net
Mortgage Pass-Through Rate”: (a) With respect to any Mortgage Loan (including any successor REO Mortgage Loan with
respect thereto) or Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto) that accrues
interest on a 30/360 Basis, for any Distribution Date, the Net Mortgage Rate in effect for such Mortgage Loan or Trust Subordinate
Companion Loan during the one-month accrual period applicable to the Due Date for such Mortgage Loan or Trust Subordinate Companion
Loan that occurs in the same month as that Distribution Date; and (b) with respect to any Mortgage Loan (including any successor
REO Mortgage Loan with respect thereto) or Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect
thereto) that accrues interest on an Actual/360 Basis, for any Distribution Date, the annualized rate at which interest would
have to accrue in respect of such Mortgage Loan or Trust Subordinate Companion Loan on a 30/360 Basis in order to produce the
aggregate amount of interest actually accrued (or, in the event of a voluntary or involuntary principal prepayment affecting same,
that otherwise would have accrued) in respect of such Mortgage Loan or Trust Subordinate Companion Loan (adjusted to the related
Net Mortgage Rate and, if applicable, exclusive of any Excess Interest) during the one-month accrual period applicable to the
Due Date for such Mortgage Loan or Trust Subordinate Companion Loan that occurs in the same month as that Distribution Date. However,
with respect to each Mortgage Loan or Trust Subordinate Companion Loan that accrues interest on an Actual/360 Basis, when determining:
(i) the related Net Mortgage Pass-Through Rate for the Distribution Date in January (except during a leap year) or February
of any year beginning in 2023 (in any event unless that Distribution Date is the final Distribution Date), the “aggregate
amount of interest actually accrued (or, in the event of a voluntary or involuntary principal prepayment affecting same, that
otherwise would have accrued)”, as referred to in clause (b) of the preceding sentence, shall be deemed to exclude
related Withheld Amounts to be transferred to the Interest Reserve Account in such month; and (ii) the related Net Mortgage Pass-Through
Rate for the Distribution Date in March (or in February if the final Distribution Date occurs in such particular month of February)
in any year, beginning in 2023, the “aggregate amount of interest


 



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actually
accrued (or, in the event of a voluntary or involuntary principal prepayment affecting same, that otherwise would have accrued)”,
as referred to in clause (b) of the preceding sentence, shall be deemed to include related Withheld Amounts to be deposited
in the Lower-Tier REMIC Distribution Account, the 360 Rosemary REMIC Distribution Accou or the 111 River Street REMIC Distribution
Account, as applicable, for distribution on such Distribution Date (or, alternatively, for the Distribution Date in March 2022,
the related Initial Interest Deposit Amount). In addition, the Net Mortgage Pass-Through Rate with respect to any Mortgage Loan
or Trust Subordinate Companion Loan for any Distribution Date shall be determined without regard to: (i) any modification,
waiver or amendment of the terms of such Mortgage Loan or Trust Subordinate Companion Loan, whether agreed to by the Master Servicer,
the Special Servicer, an Outside Servicer or an Outside Special Servicer or resulting from a bankruptcy, insolvency or similar
proceeding involving the related borrower; (ii) the occurrence and continuation of a default under such Mortgage Loan or
Trust Subordinate Companion Loan; (iii) the passage of the related maturity date or, in the case of an ARD Mortgage Loan,
the related Anticipated Repayment Date; and (iv) the related Mortgaged Property becoming an REO Property.


 


“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 CREFC®.


 


“Net
REO Proceeds”: With respect to each REO Property and any related REO Mortgage Loan or REO Companion Loan, REO Proceeds
received by the Trust Fund with respect to such REO Property, REO Mortgage Loan or REO Companion Loan (other than the proceeds
of a liquidation thereof), net of any insurance premiums, taxes, assessments, ground rents and other costs and expenses permitted
to be paid therefrom pursuant to Section 3.16(b) of this Agreement; provided that, in the case of an REO Property
that relates to an Outside Serviced Mortgage Loan, “Net REO Proceeds” under this Agreement shall be limited to any
REO Proceeds that are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations
set forth in the related Co-Lender Agreement.


 


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


 


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


 


“Non-Conforming
Policy”: As defined in Section 3.08(a) of this Agreement.


 


“Non-Exempt
Person” shall mean 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


 



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the Certificate Administrator pursuant to Section 5.03(o)(ii), shall be
sufficient to evidence that such providing Person is not a Non-Exempt Person.


 


“Non-Reduced
Certificates”: As of any date of determination, any Class of Principal Balance Certificates then outstanding for
which (a)(1) the initial Certificate Balance of such Class of Certificates minus (2) the sum (without duplication)
of (x) the aggregate payments of principal (whether as principal prepayments or otherwise) previously distributed to the
Holders of such Class of Certificates as of such date of determination, (y) any Appraisal Reduction Amounts allocated
to such Class of Certificates as of such date of determination and (z) any applicable Realized Losses previously allocated
to such Class of Certificates as of such date of determination, is equal to or greater than (b) 25% of the remainder
of (i) the initial Certificate Balance of such Class of Certificates less (ii) any payments of principal (whether
as principal prepayments or otherwise) previously distributed to the Holders of that Class of Certificates as of such date
of determination.


 


“Non-Specially
Serviced Loan”: A Trust Loan that is not, and is not part of, a Specially Serviced Loan.


 


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


 


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


 


“Non-Uncertificated
VRR Retained Percentage”: The difference between 100% and the Uncertificated VRR Retained Percentage.


 


“Non-Uncertificated
VRR Retained Pooled Available Funds”: With respect to any Distribution Date, an amount equal to the Non-Uncertificated
VRR Retained Percentage of the Aggregate Pooled Available Funds for such Distribution Date.


 


“Non-
Uncertificated VRR Retained Pooled Certificates”: The Pooled Certificates.


 


“Non-Uncertificated
VRR Retained Pooled Principal Balance Certificates”: All Non-Uncertificated VRR Retained Pooled Regular Certificates
that are also Principal Balance Certificates.


 


“Non-Uncertificated
VRR Retained Pooled Regular Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class A-S, Class B,
Class C, Class D, Class E, Class F, Class G, Class H and Class J Certificates, collectively.


 


“Non-Uncertificated
VRR Retained Yield Maintenance Charge”: As defined in Section 4.01(d)(ii).


 


“Nonrecoverable
Advance”: Any Nonrecoverable P&I Advance or Nonrecoverable Property Advance. Workout-Delayed Reimbursement Amounts
shall constitute a Nonrecoverable Advance only when the Person making such determination in accordance with the procedures specified
in Sections 3.20 and 4.06, the definition of Nonrecoverable P&I Advance


 



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or the definition of Nonrecoverable
Property Advance, as applicable, 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 or any other recovery
on or in respect of the related Mortgage Loan or Serviced Loan Combination or REO Property, as applicable, 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 applicable Mortgage Loan(s) and REO Property or Properties. For the
avoidance of doubt, any non-recoverability determination with respect to a Trust Subordinate Companion Loan will be made based
on the subordinate nature of such Trust Subordinate Companion Loan.


 


“Nonrecoverable
P&I Advance”: With respect to any Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) or Trust
Subordinate Companion Loan (or any successor REO Companion Loan with respect thereto), any P&I Advance previously made or
proposed to be made in respect of such Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) or Trust Subordinate
Companion Loan (or any successor REO Companion Loan with respect thereto), as applicable, or a related REO Mortgage Loan by the
Master Servicer or the Trustee, which P&I Advance such party or the Special Servicer has determined pursuant to and in accordance
with Section 4.06 of this Agreement, would not or will not be ultimately recoverable from late payments, Insurance
Proceeds, Condemnation Proceeds or Liquidation Proceeds, or any other recovery on or in respect of such Mortgage Loan (or any
successor REO Mortgage Loan with respect thereto) or such Subordinate Trust Companion Loan (or any successor REO Companion Loan
with respect thereto), as the case may be.


 


“Nonrecoverable
Property Advance”: Any Property Advance (including any Emergency Advance) previously made or proposed to be made in
respect of a Serviced Mortgage Loan, Serviced Loan Combination or REO Property by the Master Servicer, the Special Servicer or
the Trustee, which Property Advance the advancing party (or, in the case of an Emergency Advance made by the Special Servicer
pursuant to the proviso to the penultimate sentence of Section 3.20(e), the reimbursing party) or, if different, the
Special Servicer has determined pursuant to and in accordance with Section 3.20 of this Agreement, would not or will
not, as applicable, be ultimately recoverable from late payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds,
or any other recovery on or in respect of such Serviced Mortgage Loan, Serviced Loan Combination or REO Property, as the case
may be. Any Property Advance (including any Emergency Advance) that is not required to be repaid by the related Mortgagor under
the terms of the related Loan Documents shall be deemed to be a Nonrecoverable Advance for purposes of the Master Servicer’s,
the Special Servicer’s or the Trustee’s entitlement to reimbursement for such Advance. In the case of an Outside Serviced
Mortgage Loan or any related REO Property, the term “Nonrecoverable Property Advance” shall have the meaning assigned
thereto in the Outside Servicing Agreement.


 


“Note”
or “Mortgage Note”: With respect to any Mortgage Loan or Companion Loan as of any date of determination, the
note or other evidence of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Mortgage Loan or
Companion Loan, as the case may be, including any amendments or modifications, or any renewal or substitution notes, as of such
date.


 






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“Notice
of Termination”: Any of the notices given to the Certificate Administrator by the Master Servicer, the Depositor or
any Holder of a Class R Certificate pursuant to Section 9.01(c).


 


“Notifying
Party”: As defined in Section 3.01(i).


 


“Notional
Amount”: For any date of determination, (a) with respect to the Class X-A Certificates, the Class X-A
Notional Amount, (b) with respect to the Class X-B Certificates, the Class X-B Notional Amount, (c) with respect to
the Class X-D Certificates, the Class X-D Notional Amount, (d) with respect to the Class X-F Certificates, the
Class X-F Notional Amount, (e) with respect to the Class X-G Certificates, the Class X-G Notional Amount, (f) with
respect to the Class X-H Certificates, the Class X-H Notional Amount, (g) with respect to the Class X-J Certificates,
the Class X-J Notional Amount, and (h) with respect to the Class 360X Certificates, the Class 360X Notional Amount,.


 


“NRSRO”:
A nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act.


 


“NRSRO
Certification”: A certification executed by an NRSRO (other than a Rating Agency) in favor of the Rule 17g-5 Information
Provider substantially in the form attached as Exhibit M-5 hereto (which may also be provided electronically and executed
by such NRSRO by means of a “click-through” confirmation on the Rule 17g-5 Information Provider’s Website) that
states that such NRSRO has provided the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5
under the Exchange Act and that such NRSRO will keep any information obtained from the Rule 17g-5 Information Provider’s
Website 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 Rule 17g-5 Information Provider’s Website.


 


“OCC”:
The Office of the Comptroller of the Currency, and its successors in interest.


 


“Offering
Circular”: The offering circular dated February 2, 2022 relating to the Private Certificates (other than the Class VRR
Certificates, the Class S Certificates and the Loan-Specific Certificates).


 


“Officer’s
Certificate”: With respect to any Person, a certificate signed by an authorized officer of such Person or, in the case
of the Master Servicer or the Special Servicer, a Servicing Officer, and delivered to the Depositor, the Trustee, the Certificate
Administrator, the Master Servicer or the Special Servicer, as the case may be.


 


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


 


“Operating
Advisor Annual Report”: As defined in Section 3.29(d)(ii) of this Agreement.


 






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“Operating
Advisor Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consultation rights equal
to $10,000 or such lesser amount as the related Mortgagor pays with respect to any Serviced Mortgage Loan (or Serviced Loan
Combination, if applicable), payable pursuant to Section 3.06(a) and Section 3.06A(a) of this Agreement;
provided, that the Operating Advisor Consulting Fee shall be payable only to the extent such fee is actually received from
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; and provided, further
that the Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting
Fee payable by the related Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard
(provided that the Master Servicer or the Special Servicer, as applicable, shall consult with the Operating Advisor on
a non-binding basis prior to any such waiver or reduction).


 


“Operating
Advisor Fee”: With respect to any Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) or Trust Subordinate
Companion Loan (or any successor REO Companion Loan with respect thereto) and any Distribution Date, an amount accrued during
the related Interest Accrual Period at the applicable Operating Advisor Fee Rate on, in the case of the initial Distribution Date,
the Cut-Off Date Balance of such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, and, in the case of any subsequent
Distribution Date, the Stated Principal Balance of such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, as of
the close of business on the Distribution Date in the related 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 Trust Subordinate Companion Loan is computed and shall be prorated for partial periods. Such
fee shall be in addition to, and not in lieu of, any other fee or other sum payable to the Operating Advisor under this Agreement.
For the avoidance of doubt, the Operating Advisor Fee shall be payable from the Lower-Tier REMIC, the 360 Rosemary REMIC or the
111 River Street REMIC, as applicable.


 


“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period, a rate equal to 0.00125% per annum with respect
to each Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) and Trust Subordinate Companion Loan (or any successor
REO Companion Loan with respect thereto).


 


“Operating
Advisor Personnel”: The divisions and individuals of the Operating Advisor who are involved in the performance of the
duties of the Operating Advisor under this Agreement.


 


“Operating
Advisor Standard”: As defined in Section 3.29(b) of this Agreement.


 


“Operating
Advisor Termination Event”: As defined in Section 7.06(a) of this Agreement.


 


“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Operating
Advisor, the Asset Representations Reviewer, the Special Servicer or the Master Servicer, as the case may be, reasonably acceptable
to the Trustee


 



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and the Certificate Administrator, except that any opinion of counsel relating to (a) qualification of a Trust
REMIC or the imposition of tax under the REMIC Provisions on any income or property of any such Trust REMIC, (b) compliance
with the REMIC Provisions (including application of the definition of “Independent Contractor”), (c) qualification
of the Grantor Trust as a grantor trust under the Grantor Trust Provisions or (d) a resignation of the Master Servicer or
Special Servicer pursuant to Section 6.04, must be an opinion of counsel who is Independent of the Depositor, the
Special Servicer, the Master Servicer, the Operating Advisor and the Asset Representations Reviewer.


 


“Opting-Out
Party”: As defined in Section 6.09(h) of this Agreement.


 


“Other
17g-5 Information Provider”: The applicable other “17g-5 information provider” under an Other Pooling and
Servicing Agreement relating to a Serviced Companion Loan.


 


“Other
Asset Representations Reviewer”: Any party acting as “asset representations reviewer” (within the meaning
of Item 1101(m) of Regulation AB) under an Other Pooling and Servicing Agreement.


 


“Other
Crossed Loans”: As defined in Section 2.03(a) of this Agreement.


 


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


 


“Other
Exchange Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements
of the Exchange Act, the trustee, certificate administrator, master servicer, special servicer or depositor under the related
Other Pooling and Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-D, Form ABS-EE
and Form 10-K with respect to such Other Securitization Trust, as identified in writing to the parties to this Agreement; and,
with respect to any Other Securitization Trust that is not subject to the reporting requirements of the Exchange Act, 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
Indemnified Party”: As defined in Section 8.05(c) of this Agreement.


 


“Other
Operating Advisor”: The applicable other “operating advisor” under an Other Pooling and Servicing Agreement
relating to a Serviced Companion Loan.


 


“Other
Operating Advisor Consultation Trigger Event”: With respect to any Regulation RR Other PSA, an “Operating Advisor
Consultation Trigger Event” (or analogous concept) under such related Regulation RR Other PSA.


 


“Other
Pooling and Servicing Agreement”: With respect to a Serviced Companion Loan or the related Serviced Loan Combination,
the pooling and servicing agreement or other comparable agreement governing the creation of any related Other Securitization Trust
and the


 



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issuance of securities backed by the assets of such Other Securitization Trust, but not the servicing of such Serviced
Companion Loan or Serviced Loan Combination or the related Mortgage Loan.


 


“Other
PSA Asset Review”: With respect to any Serviced Companion Loan, any review of representations and warranties with respect
to such Serviced Companion Loan conducted by any related Other Asset Representations Reviewer.


 


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


 


“Other
Servicer”: The applicable other “master servicer” under an Other Pooling and Servicing Agreement relating
to a Serviced Companion Loan.


 


“Other
Special Servicer”: The applicable other “special servicer” under an Other Pooling and Servicing Agreement
relating to a Serviced Companion Loan.


 


“Other
Trustee”: The applicable other “trustee” or, if applicable, the other “certificate administrator”
or, if applicable, the other “custodian” under an Other Pooling and Servicing Agreement relating to a Serviced Companion
Loan.


 


“Outside
Certificate Administrator”: With respect to an Outside Serviced Mortgage Loan, the certificate administrator under the
applicable Outside Servicing Agreement.


 


“Outside
Controlling Note Holder”: With respect to any Loan Combination that is, and only for so long as such Loan Combination
is, a Serviced Outside Controlled Loan Combination, at any such time, the holder of the related controlling note (regardless of
whether such note evidences a Pari Passu Companion Loan or a Subordinate Companion Loan) or such holder’s designated representative;
provided that if, with respect to any Serviced Outside Controlled Loan Combination, the related controlling note is included
in a securitization trust, the Outside Controlling Note Holder shall be the party designated under the pooling and servicing agreement,
trust and servicing agreement or comparable agreement governing the securitization of the related controlling note as authorized
to exercise the rights of the holder of the related controlling note; and provided, further, that the right of any such designated
party to exercise some or all of such rights may terminate or shift to another designated party upon the occurrence of certain
trigger events if and to the extent set forth in the pooling and servicing agreement, trust and servicing agreement or comparable
agreement governing the securitization of the related controlling note. With respect to each Servicing Shift Loan Combination,
the holder of the related controlling note (regardless of whether such note evidences a Pari Passu Companion Loan or a Subordinate
Companion Loan) will (i) be an Outside Controlling Note Holder prior to the related Servicing Shift Date and (ii) cease to be
an Outside Controlling Note Holder on and after the related Servicing Shift Date. With respect to each Serviced AB Loan Combination
(other than the 360 Rosemary Loan Combination and the 111 River Street Loan Combination), the holder of a related Subordinate
Companion Loan will be an Outside Controlling Note Holder for so long as such Subordinate Companion Loan (or, in the case of a
Serviced AB Loan Combination with multiple Subordinate Companion Loans, at least one such Subordinate Companion Loan) is not


 



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the
subject of a “control appraisal period” (or analogous concept) and not held by a “borrower-related party”
(or analogous concept), in any event under the related Co-Lender Agreement.


 


“Outside
Custodian”: With respect to an Outside Serviced Mortgage Loan, the custodian under the applicable Outside Servicing
Agreement.


 


“Outside
Depositor”: With respect to an Outside Serviced Mortgage Loan, the depositor under the applicable Outside Servicing
Agreement.


 


“Outside
Operating Advisor”: With respect to an Outside Serviced Mortgage Loan, the operating advisor under the applicable Outside
Servicing Agreement.


 


“Outside
Paying Agent”: With respect to an Outside Serviced Mortgage Loan, the paying agent under the applicable Outside Servicing
Agreement.


 


“Outside
Securitization Trust”: With respect to any Outside Serviced Mortgage Loan, the “issuing entity” (within
the meaning of Item 1101(f) of Regulation AB) that holds a related Outside Serviced Companion Loan (or any portion thereof or
interest therein) and is created under the related Outside Servicing Agreement.


 


“Outside
Service Providers”: With respect to any Outside Serviced Mortgage Loan, the related Outside Trustee, Outside Custodian,
Outside Certificate Administrator, Outside Paying Agent, Outside Servicer, Outside Special Servicer and any sub-servicer of any
of the foregoing.


 


“Outside
Serviced Co-Lender Agreement”: The Co-Lender Agreement for an Outside Serviced Loan Combination. With respect to each
Servicing Shift Mortgage Loan and the related Servicing Shift Loan Combination, the related Co-Lender Agreement shall be an Outside
Serviced Co-Lender Agreement on and after the related Servicing Shift Date.


 


“Outside
Serviced Companion Loan”: Any Companion Loan that is part of an Outside Serviced Loan Combination. With respect to each
Servicing Shift Mortgage Loan and the related Servicing Shift Loan Combination, each related Companion Loan shall be an Outside
Serviced Companion Loan on and after the related Servicing Shift Date.


 


“Outside
Serviced Loan Combination”: Any Loan Combination that is not serviced under this Agreement, but instead is being serviced
pursuant to the pooling and servicing agreement, trust and servicing agreement or other comparable agreement governing the securitization
of a related Companion Loan (whether by itself or with other mortgage assets), or pursuant to any successor servicing agreement
contemplated by the related Co-Lender Agreement. The only Outside Serviced Loan Combinations related to the Trust as of Closing
Date are the Loan Combinations as to which “Outside Serviced” is set forth in the Loan Combination Table under the
column heading “Servicing Type.” Each Servicing Shift Loan Combination shall be an Outside Serviced Loan Combination
on and after the related Servicing Shift Date.


 






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“Outside
Serviced Loan Combination Noteholders”: With respect to an Outside Serviced Loan Combination, the holder of the related
Outside Serviced Mortgage Loan and the holder(s) of the related Outside Serviced Companion Loan(s), collectively.


 


“Outside
Serviced Mortgage Loan”: Any Mortgage Loan that is part of an Outside Serviced Loan Combination. Each Servicing Shift
Mortgage Loan shall be an Outside Serviced Mortgage Loan on and after the related Servicing Shift Date.


 


“Outside
Servicer”: With respect to an Outside Serviced Mortgage Loan, the master servicer under the applicable Outside Servicing
Agreement.


 


“Outside
Servicing Agreement”: With respect to an Outside Serviced Mortgage Loan or the related Outside Serviced Loan Combination,
the pooling and servicing agreement, trust and servicing agreement or other comparable agreement governing the creation of an
Outside Securitization Trust that includes a related Outside Serviced Companion Loan, the issuance of securities backed by the
assets of such Outside Securitization Trust and the servicing of such Outside Serviced Mortgage Loan, such Outside Serviced Loan
Combination and the related Outside Serviced Companion Loan(s), or any successor servicing agreement with respect to such Outside
Serviced Mortgage Loan, such Outside Serviced Loan Combination and the related Outside Serviced Companion Loan(s) contemplated
by the related Co-Lender Agreement. The only Outside Servicing Agreements related to the Trust as of the Closing Date are identified
in the Loan Combination Table under the column heading “Outside Servicing Agreement.” With respect to each Servicing
Shift Mortgage Loan and the related Servicing Shift Loan Combination, on or after the related Servicing Shift Date, the related
Servicing Shift Mortgage Loan Pooling and Servicing Agreement shall be an Outside Servicing Agreement.


 


“Outside
Special Servicer”: With respect to an Outside Serviced Mortgage Loan, the special servicer under the applicable Outside
Servicing Agreement.


 


“Outside
Trustee”: With respect to an Outside Serviced Mortgage Loan, the trustee under the applicable Outside Servicing Agreement.


 


“Ownership
Interest”: Any record or beneficial interest in a Class R Certificate.


 


“P&I
Advance”: As to any Trust Loan (including any Outside Serviced Mortgage Loan and any REO Trust Loan), any advance made
by the Master Servicer or the Trustee pursuant to Section 4.06 of this Agreement. Each reference to the payment or
reimbursement of a P&I Advance shall be deemed to include, whether or not specifically referred to but without duplication,
payment or reimbursement of interest thereon at the Advance Rate to but excluding the date of payment or reimbursement.


 


“Pari
Passu Companion Loan”: A Companion Loan that, pursuant to the related Loan Documents and/or the related Co-Lender Agreement,
is pari passu in right of payment to the related Split Mortgage Loan. The only Pari Passu Companion Loans related to the Trust
as of the Closing Date are evidenced by the Notes identified in the Loan Combination Table under the column heading “Pari
Passu Companion Loan(s),” each of which Notes evidences a separate Pari Passu Companion Loan.


 






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“Pari
Passu Indemnified Items”: As defined in Section 3.01(j)(ii) of this Agreement.


 


“Pari
Passu Indemnified Party”: As defined in Section 3.01(j)(ii) of this Agreement.


 


“Pari
Passu Loan Combination”: A Loan Combination that includes a Pari Passu Companion Loan. The only Pari Passu Loan Combinations
related to the Trust are those with related Notes listed in the Loan Combination Table under the column heading “Pari Passu
Companion Loan(s).”


 


“Pass-Through
Rate”: Each of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through
Rate, the Class A-4 Pass-Through Rate, the Class A-5 Pass-Through Rate, the Class A-AB Pass-Through Rate, the Class X-A
Pass-Through Rate, the Class A-S Pass-Through Rate, the Class B Pass-Through Rate, the Class C Pass-Through Rate,
the Class D Pass-Through Rate, the Class X-B Pass Through Rate, the Class X-D Pass-Through Rate, the Class X-F
Pass-Through Rate, the Class X-G Pass-Through Rate, the Class J Pass-Through Rate, the Class 360A Pass-Through
Rate, the Class 360X Pass-Through Rate, the Class 360B Pass-Through Rate, the Class 360C Pass-Through Rate, the Class
360D Pass-Through Rate, the Class 360E Pass-Through Rate, the Class 111A Pass-Through Rate, the Class 111B Pass-Through
Rate, the Class 111C Pass-Through Rate, the Class 111D Pass-Through Rate, the Class 111E Pass-Through Rate, the
Class X-H Pass-Through Rate, the Class X-J Pass-Through Rate, the Class E Pass-Through Rate, the Class F Pass-Through
Rate, the Class G Pass-Through Rate the Class H Pass-Through Rate and the Class J Pass-Through Rate. The Class S Certificates,
the Class R Certificates and, other than for tax reporting purposes, the Class VRR Certificates and the Combined Uncertificated
VRR Interest do not have Pass-Through Rates.


 


“Paying
Agent”: The paying agent appointed pursuant to Section 5.06 of this Agreement.


 


“Payment
Accommodation”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), the entering
into of any temporary forbearance agreement as a result of the COVID-19 emergency (as reasonably determined by the Master Servicer
(if the Master Servicer and Special Servicer agree that the Master Servicer will determine) or the Special Servicer in accordance
with the Servicing Standard) relating to payment obligations or operating covenants under the related Loan Documents or the use
of funds on deposit in any reserve account or escrow account for any purpose other than the explicit purpose described in the
related Loan Documents, that in each case (i) defers no greater than 9 monthly debt service payments and (ii) requires full repayment
of deferred payments, reserves and escrows by the earlier of (a) the date that is 21 months following the date of the Payment
Accommodation for such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) and (b) the maturity date for such
Serviced Mortgage Loan (or Serviced Loan Combination, if applicable).


 


“Payment
Accommodation Fee Cap”: As defined in Section 3.12(d).


 


“Penalty
Charges”: With respect to any Serviced Loan (or successor REO Mortgage Loan or successor REO Companion Loan), any amounts
actually collected thereon from


 



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the Mortgagor that represent default charges, penalty charges, late fees and/or Default Interest
(in the case of any Split Mortgage Loan or Serviced Companion Loan, to the extent allocable thereto pursuant to the related Co-Lender
Agreement, and, in the case of a Serviced Companion Loan, to the extent not payable to the Serviced Companion Loan Holder, and,
in the case of an Outside Serviced Mortgage Loan, any such amounts remitted by the related Outside Servicer to the Master Servicer).


 


“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 a Class S or Class R Certificate), the percentage
interest is equal to the initial denomination as of the Closing Date of such Certificate divided by the initial Certificate Balance
or Notional Amount, as applicable, of such Class of Certificates. With respect to any Class S or Class R Certificate,
the percentage interest is set forth on the face thereof.


 


“Performing
Party”: As defined in Section 10.12 of this Agreement.


 


“Performing
Serviced Companion Loan”: A Serviced Companion Loan that is not, and is not part of, a Specially Serviced Loan or REO
Loan.


 


“Performing
Serviced Loan”: A Performing Serviced Mortgage Loan, a Performing Serviced Companion Loan or a Performing Serviced Loan
Combination, as the context may require.


 


“Performing
Serviced Loan Combination”: A Serviced Loan Combination that is not a Specially Serviced Loan or an REO Loan Combination.


 


“Performing
Serviced Mortgage Loan”: A Serviced Mortgage Loan that is not, and is not part of, a Specially Serviced Loan or REO
Loan.


 


“Permitted
Investments”: Any one or more of the following obligations or securities payable on demand or having a scheduled maturity
on or before the Business Day preceding the date upon which such funds are required to be drawn (provided that funds invested
by the Certificate Administrator in Permitted Investments managed or advised by the Certificate Administrator may (or, as and
when contemplated under Section 3.07(c), shall) mature on the Distribution Date) and a maximum maturity of 365 days,
regardless of whether issued by the Depositor, the Master Servicer, the Trustee, the Certificate Administrator or any of their
respective Affiliates and having at all times the required ratings, if any, provided for in this definition, unless each Rating
Agency and Companion Loan Rating Agency shall have provided a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation,
as applicable, relating to the Certificates and Serviced Companion Loan Securities:


 


(i)       direct
obligations of, or obligations fully guaranteed as to payment of principal and interest by, the U.S. Treasury; Small Business
Administration-guaranteed participation certificates and guaranteed pool certificates; U.S. Department of Housing and Urban
Development public housing agency bonds; Government National Mortgage Association (GNMA) guaranteed mortgage-backed securities
or participation certificates; and Resolution Funding Corp. debt obligations; provided, however, that the investments
described in this clause must (A) have a predetermined fixed dollar of principal due at


 



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maturity that cannot vary or change,
(B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index
plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject
to liquidation prior to their maturity;


 


(ii)      Federal
Housing Administration debentures;


 


(iii)     obligations
of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit
System (consolidated system wide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), and the Federal
National Mortgage Association (debt obligations); provided, however, that the investments described in this clause
must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if such
investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread
(if any) and must move proportionately with that index, (C) such investments must not be subject to liquidation prior to
their maturity, and (D) in each case, be rated no less than the Applicable S&P Permitted Investment Rating by S&P (or,
if not rated by S&P, otherwise acceptable to S&P as confirmed by receipt of a Rating Agency Confirmation from S&P);


 


(iv)     federal
funds, unsecured certificates of deposit, time or similar deposits, bankers’ acceptances and repurchase agreements of any
bank, the obligations of which are rated no less than (A) the Applicable Fitch Permitted Investment Rating by Fitch, (B) the Applicable
S&P Permitted Investment Rating by S&P, (C) the Applicable DBRS Morningstar Permitted Investment Rating by DBRS Morningstar,
(D) if rated by KBRA, the Applicable KBRA Permitted Investment Rating by KBRA (or, in the case of any such Rating Agency as set
forth in clauses (A) through (D) above, such other rating as is the subject of a Rating Agency Confirmation by such Rating Agency
and KBRA) and (E) the Applicable Moody’s Permitted Investment Rating by Moody’s or such lower rating by Moody’s
as is the subject of a Companion Loan Rating Agency Confirmation by Moody’s relating to any applicable Serviced Companion
Loan Securities; provided, however, that the investments described in this clause must (x) have a predetermined fixed dollar amount
of principal due at maturity that cannot vary or change, (y) if such investments have a variable rate of interest, such interest
rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index,
and (z) such investments must not be subject to liquidation prior to their maturity;


 


(v)      demand
and time deposits in, or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company, savings
and loan association or savings bank, the obligations of which are rated no less than (A) the Applicable Fitch Permitted Investment
Rating by Fitch, (B) the Applicable S&P Permitted Investment Rating by S&P, (C) the Applicable DBRS Morningstar Permitted
Investment Rating by DBRS Morningstar, (D) if rated by KBRA, the Applicable KBRA Permitted Investment Rating by KBRA (or, in the
case of any such Rating Agency as set forth in clauses (A) through (D) above, such lower rating as is the subject of a Rating
Agency Confirmation by such Rating Agency and KBRA) and (E) the Applicable Moody’s Permitted Investment Rating by Moody’s
or such lower rating by Moody’s as is the subject of a Companion Loan Rating


 



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Agency Confirmation by Moody’s relating
to any applicable Serviced Companion Loan Securities; provided, however, that the investments described in this clause must (x)
have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (y) if such investments have
a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and
must move proportionately with that index, and (z) such investments must not be subject to liquidation prior to their maturity;


 


(vi)     debt
obligations issued by an entity, the obligations of which are rated no less than (A) the Applicable Fitch Permitted Investment
Rating by Fitch, (B) the Applicable S&P Permitted Investment Rating by S&P, (C) the Applicable DBRS Morningstar Permitted
Investment Rating by DBRS Morningstar, (D) if rated by KBRA, the Applicable KBRA Permitted Investment Rating by KBRA (or, in the
case of any such Rating Agency as set forth in clauses (A) through (D) above, such lower rating as is the subject of a Rating
Agency Confirmation by such Rating Agency and KBRA) and (E) the Applicable Moody’s Permitted Investment Rating by Moody’s
or such lower rating by Moody’s as is the subject of a Companion Loan Rating Agency Confirmation by Moody’s relating
to any applicable Serviced Companion Loan Securities; provided, however, that the investments described in this clause must (x)
have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (y) if such investments have
a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and
must move proportionately with that index, and (z) such investments must not be subject to liquidation prior to their maturity;


 


(vii)    commercial
paper (including both non-interest bearing discount obligations and interest bearing obligations) payable on demand or on a specified
date maturing in one (1) year or less from the date of acquisition thereof issued by any corporation or other entity organized
under the laws of the United States or any state thereof, the obligations of which are rated no less than (A) the Applicable Fitch
Permitted Investment Rating by Fitch, (B) the Applicable S&P Permitted Investment Rating by S&P, (C) the Applicable DBRS
Morningstar Permitted Investment Rating by DBRS Morningstar, (D) if rated by KBRA, the Applicable KBRA Permitted Investment Rating
by KBRA (or, in the case of any such Rating Agency as set forth in clauses (A) through (D) above, such lower rating as is the
subject of a Rating Agency Confirmation by such Rating Agency and KBRA) and (E the Applicable Moody’s Permitted Investment
Rating by Moody’s or such lower rating by Moody’s as is the subject of a Companion Loan Rating Agency Confirmation
by Moody’s relating to any applicable Serviced Companion Loan Securities; provided, however, that the investments described
in this clause must (x) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (y) if such
investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread
(if any) and must move proportionately with that index, and (z) such investments must not be subject to liquidation prior to their
maturity;


 


(viii)   units
of money market mutual funds, which funds are regulated investment companies and seek to maintain a constant net asset value per
share, so long as such funds are (A) rated by Fitch in its highest money market fund ratings category, (B) rated “AAAm”
by S&P, (C) rated at least “Aaa-mf” by Moody’s and (D) rated by DBRS Morningstar in


 



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its highest money market
fund ratings category (or, if not rated by any such Rating Agency or Companion Loan Rating Agency, otherwise acceptable to KBRA
and such Rating Agency or Companion Loan Rating Agency, as applicable, as confirmed in a Rating Agency Confirmation or Companion
Loan Rating Agency Confirmation, as applicable);


 


(ix)      any
other demand, money market or time deposit, demand obligation or any other obligation, security or investment with respect to
which Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, has been obtained from each Rating
Agency and Companion Loan Rating Agency; and


 


(x)       such
other demand, money market or time deposit, demand obligation or any other obligation, security or investment 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) through
(ix) above, with respect to which a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, has
been obtained from each Rating Agency and Companion Loan 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, demand obligation or any other obligation,
security or investment;


 


provided,
however, that (A) such instrument continues to qualify as a “cash flow investment” pursuant to Code Section 860G(a)(6)
earning a passive return in the nature of interest, (B) such instrument shall have 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,
(C) such instrument shall have a predetermined fixed dollar of principal due at maturity that cannot vary or change, and (D) no
instrument or security shall be a Permitted Investment if (i) such instrument or security evidences a right to receive only
interest payments, (ii) the right to receive principal and interest payments derived from the underlying investment provides
a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment, (iii) the rating for
such instrument or security includes an “r” designation or (iv) if such instrument may be redeemed at a price
below the purchase price; and provided, further, that no amount beneficially owned by a 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 the expense of the party directing such Permitted
Investment, to the effect that such investment will not adversely affect the status of any Trust REMIC. Permitted Investments
may not be purchased at a price in excess of par.


 


“Permitted
Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, property condition report fees,
banking fees, title insurance and/or other insurance commissions and fees, title agency fees, and appraisal review 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 Serviced Loan or REO Property, in each case, in accordance with Article III of this Agreement.


 


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


 



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interest in any Class R Certificate to such Person will not cause any Trust REMIC to fail to qualify as a REMIC at any time
that the Certificates are outstanding, (c) a Disqualified Non-U.S. Tax Person, (d) an entity treated as a U.S. partnership
if any of its partners, directly or indirectly (other than through a U.S. corporation) is (or is permitted to be under the partnership
agreement) a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect to which income from a Class R Certificate
is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of
the transferee or any other U.S. Tax Person.


 


“Person”:
Any individual, corporation, limited liability company, partnership, 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(n) of this Agreement.


 


“Plan
Investor”: As defined in Section 5.03(n) of this Agreement.


 


“Pooled
Available Funds”: With respect to any Distribution Date, an amount equal to the Non-Uncertificated VRR Retained Percentage
of the Aggregate Pooled Available Funds for such Distribution Date.


 


“Pooled
Certificate”: Any Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class A-S, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class R and Class S Certificate, in any event issued,
authenticated and delivered hereunder.


 


“Pooled
Certificateholder”: Any Holder of a Pooled Certificate.


 


“Pooled
Interest-Only Certificates:” The Class X A, Class X B, Class X D, Class X-F, Class X-G, Class X-H and Class X-J Certificates.


 


“Pooled
Principal Balance Certificates:” The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H and
Class J Certificates.


 


“Pooled
Regular Certificates”: The Non-Uncertificated VRR Retained Pooled Regular Certificates.


 


“Pooled
Voting Rights”: The portion of the voting rights of all of the Pooled Certificates that is allocated to any Pooled Certificate
or Class of Pooled Certificates. At all times during the term of this Agreement, the Pooled Voting Rights shall be allocated
among the respective Classes of Pooled Certificateholders as follows: (a) 1% in the aggregate in the case of the respective
Classes of the Interest-Only Certificates, allocated pro rata based upon their respective Notional Amounts as of the date
of determination (but only for so long as the Notional Amount of at least one Class of Interest-Only Certificates is greater
than zero), and (b) in the case of any Class of Pooled Principal Balance Certificates, a percentage equal to the product
of 99% (or, if the Notional Amounts of all Classes of Interest-Only Certificates have been reduced to zero, 100%) and a fraction,
the numerator of which is equal to the Certificate Balance of such Class of Pooled Principal Balance Certificates as of the
date of determination, and the denominator of


 



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which is equal to the aggregate of the Certificate Balances of all Classes of the
Pooled Principal Balance Certificates, in each case as of the date of determination (provided that, if, but only if, expressly
so provided herein in any circumstance, the allocation or exercise of Pooled Voting Rights for any particular purpose shall take
into account the allocation of Appraisal Reduction Amounts to notionally reduce Certificate Balances). The Pooled Voting Rights
of any Class of Pooled Certificates shall be allocated among Holders of Certificates of such Class in proportion to
their respective Percentage Interests. The Class S and Class R Certificates and the Uncertificated VRR Interest shall
not be entitled to any Pooled Voting Rights.


 


“Preliminary
Dispute Resolution Election Notice”: As defined in Section 2.03(g) of this Agreement.


 


“Preliminary
Prospectus”: The prospectus dated February 2, 2022, relating to the Public Certificates.


 


“Prepayment
Assumption”: The assumption that there will be zero prepayments with respect to the Mortgage Loans; provided,
that it is assumed that any ARD Mortgage Loan is prepaid in full on its Anticipated Repayment Date.


 


“Prepayment
Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Loan Combination 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 Loan Combination after the related Due Date in such Collection Period, the amount of interest
(net of the related Servicing Fee and any related Excess Interest and Default Interest) that accrued on the amount of such Principal
Prepayment during the period commencing from such Due Date to, but not including, the date as of which such Principal Prepayment
was applied to the unpaid principal balance of the Mortgage Loan or Serviced Loan Combination (or any later date through which
interest accrues), to the extent collected from the related Mortgagor (without regard to any related Yield Maintenance Charge
actually collected) and, in the case of an Outside Serviced Mortgage Loan, remitted to the Trust Fund.


 


“Prepayment
Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan or Serviced Loan Combination 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 Loan Combination (with such prepayment allocated between the related Mortgage Loan and
Serviced Companion Loan in accordance with the related Co-Lender Agreement) prior to the related Due Date in such Collection Period,
the amount of interest (net of the related Servicing Fee and any related Excess Interest and Default Interest) to the extent not
collected from the related Mortgagor (without regard to any Yield Maintenance Charge that may be collected), that would have accrued
on the amount of such Principal Prepayment during the period commencing on the date as of which such Principal Prepayment was
applied to the unpaid principal balance of such Mortgage Loan or Serviced Loan Combination through the end of the one-month accrual
period applicable to such Due Date, inclusive.


 


“Primary
Collateral”: With respect to any Cross-Collateralized Mortgage Loan, any Mortgaged Property (or portion thereof) designated
as directly securing such Cross-Collateralized Mortgage Loan and excluding any Mortgaged Property (or portion thereof)


 



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as to which
the related lien may only be foreclosed upon by exercise of the cross-collateralization provisions of such Cross-Collateralized
Mortgage Loan.


 


“Prime
Rate”: The “Prime Rate” as published in the “Money Rates” section of The Wall Street Journal,
Eastern edition (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. The Certificate Administrator shall notify in writing the Master Servicer with regard to any
determination of the Prime Rate in accordance with the parenthetical in the preceding sentence.


 


“Principal
Balance Certificates”: The Certificates (other than the Class X, Class S and Class R Certificates), collectively.


 


“Principal
Distribution Amount”: With respect to any Distribution Date and the Non-Uncertificated VRR Retained Pooled Principal
Balance Certificates, the sum of (i) the Non-Uncertificated VRR Retained Percentage of the Aggregate Principal Distribution Amount
for such Distribution Date and (ii) the Principal Shortfall, if any, for such Distribution Date.


 


“Principal
Prepayment”: Any payment of principal made by a Mortgagor on a Mortgage Loan or Serviced Loan Combination which is received
in advance of its scheduled Due Date and which is not accompanied by an amount of interest representing the full amount of scheduled
interest due on any date or dates in any month or months subsequent to the month of prepayment other than any amount paid in connection
with the release of the related Mortgaged Property through defeasance.


 


“Principal
Shortfall”: For any Distribution Date, the amount, if any, by which (i) the Principal Distribution Amount for the
preceding Distribution Date exceeds (ii) the aggregate amount actually distributed with respect to principal on the Non-Uncertificated
VRR Retained Pooled Principal Balance Certificates on such preceding Distribution Date in respect of such Principal Distribution
Amount.


 


“Private
Certificates”: The Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J, Class D,
Class E, Class F, Class G, Class H, Class J, Class S, Class R, Class 360A, Class 360X, Class 360B, Class 360C,
Class 360D, Class 360E, Class 360RR, Class 111A, Class 111B, Class 111C, Class 111D and Class 111E Certificates, collectively.


 


“Privileged
Information”: Any (i) correspondence or other communications between any Directing Holder or Consulting Party (other
than the Operating Advisor), on the one hand, and the Special Servicer, on the other hand, related to any Specially Serviced Loan
or the exercise of the consent or consultation rights of such Directing Holder or Consulting Party (other than the Operating Advisor)
under this Agreement or any Co-Lender Agreement, as applicable, (ii) strategically sensitive information that the Special Servicer
has reasonably determined (and has identified as privileged or confidential information) could compromise the Trust Fund’s
position in any ongoing or future negotiations with the related Mortgagor or other interested party,


 



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and (iii) information subject
to attorney-client privilege (that has been identified or otherwise communicated as being subject to such privilege).


 


“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 Certificate Administrator, any affected Serviced Companion Loan Holder, the Trustee
and the Asset Representations Reviewer, as evidenced by an Officer’s Certificate (which shall include a certification that
it is based on the advice of counsel) delivered to each of the Master Servicer, the Special Servicer, the applicable Directing
Holder, the applicable Consulting Parties, the Operating Advisor, the Certificate Administrator, the Trustee and the Asset Representations
Reviewer) 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, any Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, any Additional
Servicer designated by the Master Servicer or the Special Servicer, any Directing Holder, any Consulting Party, the Operating
Advisor, any Affiliate of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any affiliate
of the Asset Representations Reviewer designated by the Asset Representations Reviewer, any Companion Loan Holder that delivers
an Investor Certification (subject to the next sentence and the proviso to this sentence), any other Person who provides the Certificate
Administrator with an Investor Certification (subject to the next sentence and the proviso to this sentence), any Rating Agency,
and any other NRSRO that delivers a NRSRO Certification to the Certificate Administrator; provided that in no event shall
an Excluded Controlling Class Holder be entitled to Excluded Information with respect to a related Excluded Controlling Class Mortgage
Loan with respect to which it is a Borrower Party (but this exclusion shall not apply to any other Mortgage Loan). In no event
shall a Borrower Party (other than a Risk Retention Consultation Party if it is a Borrower Party) be considered a Privileged Person;
provided that the foregoing shall not be applicable to, nor limit, an Excluded Controlling Class Holder’s right to
access information with respect to any Mortgage Loan other than Excluded Information with respect to a related Excluded Controlling
Class Mortgage Loan. For the avoidance of doubt, each applicable Directing Holder, Controlling Class Certificateholder,
Loan-Specific Controlling Class Certificateholder and Consulting Party (other than the Operating Advisor and the Risk Retention
Consultation Party) and the Special Servicer shall, at any given time, only be considered a Privileged Person with respect to
any Mortgage Loans or Serviced Loan Combinations for which it is not then a Borrower Party, and the limitations on access to information
set forth in this Agreement will apply only with respect to the related Mortgage Loan for which the applicable party is a Borrower
Party and only with respect to the related Excluded Information (in the case of the Directing Holder, a Controlling Class Certificateholder
or a Loan-Specific Controlling Class Certificateholder) or the related Excluded Special Servicer Information (in the case
of the Special Servicer). In determining whether any Person is an Additional Servicer


 



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or an Affiliate of the Operating Advisor,
the Certificate Administrator may rely on a certification by the Master Servicer, the Special Servicer, any Mortgage Loan Seller
or the Operating Advisor, as the case may be.


 


“Property
Advance”: As to any Serviced Mortgage Loan, Serviced Loan Combination or REO Property (other than an REO Property related
to an Outside Serviced Mortgage Loan), any advance made by the Master Servicer or the Trustee in respect of Property Protection
Expenses, together with all other customary, reasonable and necessary “out-of-pocket” costs and expenses (including
attorneys’ fees and fees and expenses of real estate brokers) incurred by the Master Servicer, the Special Servicer
or the Trustee in connection with the servicing and administration of a Serviced Mortgage Loan or Serviced Loan Combination, if
a default is imminent thereunder or a default, delinquency or other unanticipated event has occurred with respect thereto, or
in connection with the administration of any REO Property (other than an REO Property related to an Outside Serviced Mortgage
Loan), including, but not limited to, the cost of (a) compliance with the obligations of the Master Servicer, the Special
Servicer or the Trustee, if any, set forth in Sections 2.03, 3.04 and 3.07 of this Agreement, (b) the
preservation, insurance, restoration, protection and management of a related Mortgaged Property, (c) obtaining any Insurance
Proceeds, Condemnation Proceeds or Liquidation Proceeds, (d) any enforcement or judicial proceedings with respect to a related
Mortgaged Property, including foreclosures, (e) any Appraisal or any other appraisal or update thereof expressly permitted
or required to be obtained hereunder and (f) the operation, management, maintenance and liquidation of any such REO Property;
provided that, notwithstanding anything to the contrary, “Property Advances” shall not include allocable overhead
of the Master Servicer, the Special Servicer or the Trustee, 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 any Mortgage Loan or REO Property pursuant to any provision of this Agreement or
an intercreditor agreement; and provided, further, that, no Property Advances shall be made with regard to a Subordinate
Companion Loan if the related Mortgage Loan is no longer held by the Trust. Each reference to the payment or reimbursement of
a Property Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement of interest thereon
at the Advance Rate from and including the date of the making of such Advance to but excluding the date of payment or reimbursement.
If and when used with respect to an Outside Serviced Mortgage Loan or any related REO Property, the term “Property Advance”
shall have the meaning assigned thereto or to the term “Servicing Advance” in the applicable Outside Servicing Agreement.


 


“Property
Protection Expenses”: Any costs and expenses incurred by the Master Servicer, the Special Servicer or the Trustee pursuant
to Section 3.04, 3.07, 3.10(f), 3.10(g) or 3.17(b) or indicated herein as being a cost or expense
of a Trust REMIC to be advanced by the Master Servicer or the Trustee, as applicable.


 


“Proposed
Course of Action Notice”: As defined in Section 2.03(g) of this Agreement.


 


“Prospectus”:
The prospectus dated February [__], 2022, relating to the Public Certificates.


 






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“PSA
Party Repurchase Request”: As defined in Section 2.03 of this Agreement.


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


“Public
Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B and Class C Certificates.


 


“Public
Documents”: As defined in Section 4.02(a) of this Agreement.


 


“Public
Global Certificates”: A Global Certificate relating to a Class of Public Certificates.


 


“Purchase
Price”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan (or REO Property), a price equal to the
sum of the following (without duplication): (a) the outstanding principal balance of such Mortgage Loan or Trust Subordinate
Companion Loan (or the related REO Trust Loan) as of the time of purchase less any portion of any Loss of Value Payment then
on deposit in the Loss of Value Reserve Fund allocable to pay principal of such Mortgage Loan or Trust Subordinate Companion Loan
(or REO Property); plus (b) all accrued and unpaid interest on the principal balance of such Mortgage Loan or Trust Subordinate
Companion Loan (or the related REO Trust Loan), other than Default Interest or Excess Interest, at the related Mortgage Rate in
effect from time to time through the Due Date in the Collection Period of purchase; plus (c) all related unreimbursed Property
Advances (including any Property Advances and Advance Interest Amounts with respect thereto that were reimbursed out of general
collections on the Mortgage Loans or the related Trust Subordinate Companion Loan, as applicable) (or, in the case of an Outside
Serviced Mortgage Loan, the pro rata portion of any similar amounts allocable to such Mortgage Loan and payable with respect
thereto pursuant to the related Co-Lender Agreement); plus (d) all accrued and unpaid Advance Interest Amounts in respect
of related Advances (or, in the case of an Outside Serviced Mortgage Loan, all such amounts with respect to P&I Advances related
to such Outside Serviced Mortgage Loan and, with respect to outstanding Property Advances, the pro rata portion of any
similar interest amounts payable with respect thereto pursuant to the related Co-Lender Agreement); plus (e) to the extent
not otherwise covered by clause (d) above, any Special Servicing Fees and any other Additional Trust Fund Expenses outstanding
or previously incurred in respect of the related Mortgage Loan or Trust Subordinate Companion Loan; plus (f) if such Mortgage
Loan or Trust Subordinate Companion Loan is being repurchased or substituted for by a Mortgage Loan Seller pursuant to Section 6
of the related Mortgage Loan Purchase Agreement, all expenses incurred or to be incurred by the Master Servicer, the Special Servicer,
the Depositor, the Certificate Administrator and the Trustee in respect of the Material Defect giving rise to the repurchase or
substitution obligation (to the extent not otherwise included in the amounts described in clause (e) above); provided,
however, that such expenses shall not include expenses incurred by Certificateholders or Certificate Owners in instituting
an Asset Review Vote Election, in taking part in an Affirmative 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(g)
hereof; plus (g) to the extent not otherwise included in the amount described in clause (e) above, any Liquidation Fee
if and to the extent payable in accordance with the terms and conditions of this Agreement; plus (h) solely in the case of
a Mortgage Loan, any related Asset Representations Reviewer Asset Review Fee to the extent not previously paid by the related
Mortgage Loan Seller.


 






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With
respect to any REO Property that relates to a Serviced Loan Combination, the Purchase Price for the Trust Fund’s interest
in such REO Property shall be the amount calculated in accordance with the first sentence of this definition in respect of the
related REO Trust Loan(s) and, solely for purposes of calculating fair prices under the final sentence of Section 3.17(k)
of this Agreement, such amount shall be calculated as if the REO Trust Loan consisted of the REO Mortgage Loan and all the
related REO Companion Loan(s), if applicable.


 


“Qualified
Bidder”: As defined in Section 7.01(b) of this Agreement.


 


“Qualified
Institutional Buyer”: A “qualified institutional buyer” within the meaning of Rule 144A.


 


“Qualified
Insurer”: As used in Sections 3.08 and 5.10 of this Agreement, in the case of (i) all policies
not referred to in clause (ii) below, an insurance company or security or bonding company qualified to write the related
insurance policy in the relevant jurisdiction and whose claims paying ability is rated (a) at least “A” by Fitch (or,
if not rated by Fitch, an equivalent rating such as that listed above by at least two NRSROs (which may include S&P, Moody’s
and/or A.M. Best)) and (b) at least “A-” by S&P (or, if not rated by S&P, an equivalent rating such as that
listed above by at least two NRSROs (which may include Fitch, DBRS Morningstar, Moody’s and/or A.M. Best)) or (ii) in
the case of the fidelity bond and the errors and omissions insurance required to be maintained pursuant to Section 3.08(c)
of this Agreement, a company that shall have a claims-paying ability rated at least as follows by at least one of the following
NRSROs: “A (low)” by DBRS Morningstar, “A-” by S&P, “A-” by Fitch, “A3” by
Moody’s or “A:X” by A.M. Best, or (iii) in either case, an insurance company not satisfying the ratings criteria
of any Rating Agency set forth in clause (i) or (ii), as applicable, but with respect to which the Master Servicer or
the Special Servicer, as applicable, has received a Rating Agency Confirmation from such Rating Agency. “Qualified Insurer”
shall also mean any entity that satisfies all of the criteria, other than the ratings criteria, set forth in one of the foregoing
clauses and whose obligations under the related insurance policy are guaranteed or backed by an entity that satisfies the ratings
criteria set forth in such clause (construed as if such entity were an insurance company referred to therein).


 


“Qualified
Mortgage”: A Mortgage Loan or Trust Subordinate Companion Loan that is a “qualified mortgage” within the
meaning of Code Section 860G(a)(3) (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that
causes a defective Mortgage Loan or Trust Subordinate Companion Loan to be treated as a “qualified mortgage”, or any
substantially similar successor provision).


 


“Qualified
Substitute Mortgage Loan”: A mortgage loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the deleted Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the deleted
Mortgage Loan; (iii) have the same Due Date as and a grace period no longer than that of the deleted Mortgage Loan; (iv) accrue
interest on the same basis as the deleted Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve 30-day
months); (v) have a remaining term to stated maturity not greater than, and not more than two years less than, the remaining
term to stated maturity of the deleted Mortgage Loan;


 



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(vi) have a then-current loan-to-value ratio equal to or less than
the lesser of (a) the loan-to-value ratio of the deleted Mortgage Loan as of the Cut-Off Date and (b) 75%, in each case
using the “value” for the Mortgaged Property as determined using an Appraisal; (vii) comply (except in a manner
that would not be adverse to the interests of the Certificateholders or the Uncertificated Interest Owners) as of the date of
substitution in all material respects with all of the representations and warranties set forth in the applicable Mortgage Loan
Purchase Agreement; (viii) have an environmental report that indicates no material adverse environmental conditions with
respect to the related Mortgaged Property and which will be delivered as a part of the related Servicing File; (ix) have
a then-current debt service coverage ratio at least equal to the greater of (a) the debt service coverage ratio of the deleted
Mortgage Loan as of the Closing Date and (b) 1.25x; (x) constitute a “qualified replacement mortgage” within
the meaning of Code Section 860G(a)(4) as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s
expense); (xi) not have a maturity date or an amortization schedule that extends to a date that is after the date that is
five years prior to the Rated Final Distribution Date for the rated Pooled Certificates; (xii) have prepayment restrictions
comparable to those of the deleted Mortgage Loan; (xiii) not be substituted for a deleted Mortgage Loan unless the Trustee
and the Certificate Administrator have received a prior Rating Agency Confirmation (the cost, if any, of obtaining such Rating
Agency Confirmation to be paid by the applicable Mortgage Loan Seller); (xiv) have been approved, so long as a Consultation
Termination Event has not occurred and is not continuing, by the Controlling Class Representative; (xv) prohibit defeasance
within two years of the Closing Date; (xvi) not be substituted for a deleted Mortgage Loan if it would result in the termination
of the REMIC status of any Trust REMIC or the imposition of tax on any Trust REMIC other than a tax on income expressly permitted
or contemplated to be imposed by the terms of this Agreement, as determined by an Opinion of Counsel; (xvii) have an engineering
report with respect to the related Mortgaged Property that will be delivered as a part of the related Servicing File; (xviii) be
current in the payment of all scheduled payments of principal and interest then due; and (xix) not be an ARD Mortgage Loan unless
the Mortgage Loan for which it is being substituted is an ARD Mortgage Loan. In the event that more than one mortgage loan is
substituted for a deleted Mortgage Loan or Mortgage Loans, then (x) the amounts described in clause (i) above shall be determined
on the basis of aggregate principal balances and (y) each such proposed Qualified Substitute Mortgage Loan shall individually
satisfy each of the requirements specified in clauses (ii) through (xviii) above, except that the rates described in clause (ii)
above and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted average
basis; provided that no individual Mortgage Rate (net of the Administrative Cost Rate) shall be lower than the highest
fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the WAC Rate) of any Class of Non-Uncertificated
VRR Retained Pooled Principal Balance Certificates having a Certificate Balance then outstanding. When a Qualified Substitute
Mortgage Loan is substituted for a deleted Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the replacement
Mortgage Loan(s) meet(s) all of the requirements of the above definition and shall send such certification to the Certificate
Administrator and the Trustee and, so long as a Consultation Termination Event has not occurred and is not continuing, the Controlling
Class Representative.


 


“Rated
Final Distribution Date”: With respect to the rated Pooled Certificates, the Distribution Date occurring in February
2055; with respect to the rated 360 Rosemary Loan-Specific Certificates, the Distribution Date occurring in February 2042; and
with respect to


 



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the rated 111 River Street Loan-Specific Certificates, the Distribution Date occurring in February 2039.


 


“Rating
Agency”: Each of S&P, Fitch, KBRA and DBRS Morningstar 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 organization 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 S&P, Fitch, KBRA and DBRS Morningstar herein referenced shall be deemed to refer to the equivalent ratings (as reasonably
determined by the Depositor) of the party so designated. References herein to the highest long-term unsecured debt rating category
of S&P, Fitch, KBRA and DBRS Morningstar shall mean “AAA”, and, in the case of any other rating agency, shall
mean such highest rating category without regard to any plus or minus or numerical qualification.


 


“Rating
Agency Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) 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 upon receipt of a written waiver or other acknowledgment from any applicable Rating
Agency indicating its decision not to review or declining to review the matter for which the Rating Agency Confirmation is sought
(such written notice, a “Rating Agency Declination”), or as otherwise provided in Section 3.30
of this Agreement, the requirement for the Rating Agency Confirmation from the applicable Rating Agency with respect to such matter
shall be deemed to have been satisfied.


 


“Rating
Agency Declination”: As defined in the definition of “Rating Agency Confirmation” in this Agreement.


 


“Realized
Loss”: With respect to any Distribution Date:


 


(a)       with
respect to the Non-Uncertificated VRR Retained Pooled Principal Balance Certificates and the Corresponding Lower-Tier Regular
Interests for such Certificates, the amount, if any, by which (i) the aggregate Certificate Balance of all Classes of Non-Uncertificated
Retained Principal Balance Certificates, after giving effect to distributions of principal on such Distribution Date, exceeds
(ii) the product of (A) the Non-Uncertificated VRR Retained Percentage and (B) the aggregate Stated Principal Balance of the Mortgage
Loans (including any REO Mortgage Loans) expected to be outstanding immediately following such Distribution Date (for purposes
of this calculation only, not giving effect to any reductions of such aggregate Stated Principal Balance for principal payments
received on the Mortgage Loans that were used to reimburse the Master Servicer, the Special Servicer or the Trustee from general
collections of principal on the Mortgage Loans for Workout Delayed Reimbursement Amounts, to the extent such Workout Delayed Reimbursement
Amounts are not otherwise determined to be Nonrecoverable Advances); and


 






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(b)       with
respect to the Combined Uncertificated VRR Interest, the Class VRR Upper-Tier Regular Interest and the Class LVRR Lower-Tier Regular
Interest, the amount, if any, by which (i) the Combined Uncertificated VRR Interest Balance, after giving effect to distributions
of principal on such Distribution Date, exceeds (ii) the product of (A) the Uncertificated VRR Retained Percentage and (B) the
aggregate Stated Principal Balance of the Mortgage Loans (including any REO Mortgage Loans) expected to be outstanding immediately
following such Distribution Date (for purposes of this calculation only, not giving effect to any reductions of such aggregate
Stated Principal Balance for principal payments received on the Mortgage Loans that were used to reimburse the Master Servicer,
the Special Servicer or the Trustee from general collections of principal on the Mortgage Loans for Workout Delayed Reimbursement
Amounts, to the extent such Workout Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances).


 


(iii)       with
respect to the 360 Rosemary Loan-Specific Principal Balance Certificates and the Corresponding 360 Rosemay Regular Interests for
such Certificates, the amount, if any, by which (A) the Stated Principal Balance (for purposes of this calculation only, the Stated
Principal Balance will not be reduced by the amount of principal payments received on the 360 Rosemary Trust Subordinate Companion
Loan that were used to reimburse the Master Servicer, the Special Servicer or the Trustee for Workout Delayed Reimbursement Amounts
with respect to the 360 Rosemary Trust Subordinate Companion Loan, to the extent those amounts are not otherwise determined to
be Nonrecoverable Advances) of the 360 Rosemary Trust Subordinate Companion Loan (including any successor REO Companion Loan with
respect thereto) expected to be outstanding immediately following that Distribution Date, is less than (B) the then aggregate
Certificate Balance of the 360 Rosemary Loan-Specific Principal Balance Certificates after giving effect to distributions of principal
on that Distribution Date; and


 


(iv)       with
respect to the 111 River Street Loan-Specific Certificates and the Corresponding 111 River Street Regular Interests for such Certificates,
the amount, if any, by which (A) the Stated Principal Balance (for purposes of this calculation only, the Stated Principal Balance
will not be reduced by the amount of principal payments received on the 111 River Street Trust Subordinate Companion Loan that
were used to reimburse the Master Servicer, the Special Servicer or the Trustee for Workout Delayed Reimbursement Amounts with
respect to the 111 River Street Trust Subordinate Companion Loan, to the extent those amounts are not otherwise determined to
be Nonrecoverable Advances) of the 111 River Street Trust Subordinate Companion Loan (including any successor REO Companion Loan
with respect thereto) expected to be outstanding immediately following that Distribution Date, is less than (B) the then aggregate
Certificate Balance of the 111 River Street Loan-Specific Certificates after giving effect to distributions of principal on that
Distribution Date.


 


The
allocation of Realized Losses may be reversed as provided in Section 4.01(g) of this Agreement.


 


“Record
Date”: With respect to each Distribution Date and each Class of Certificates, the last Business Day of the month
preceding the month in which that Distribution Date occurs.


 






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“Registered
Rating Agency”: (a) Any Rating Agency that has registered as a user of the Rule 17g-5 Information Provider’s
Website; or (b) any NRSRO other than the Rating Agencies (i) that has registered as a user of the Rule 17g-5 Information
Provider’s Website and (ii) with respect to which the Rule 17g-5 Information Provider has received an NRSRO Certification
pursuant to Section 12.13(h) of this Agreement.


 


“Regular
Certificates”: The Non-Uncertificated VRR Retained Pooled Regular Certificates, the Loan-Specific Certificates and,
to the extent they represent a portion of the Class VRR Upper-Tier Regular Interest, the Class VRR Certificates, collectively.


 


“Regulation AB”:
Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules
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, in each case as effective
from time to time as of the compliance dates specified therein.


 


“Regulation
RR”: The final credit risk retention rules issued by the Office of the Comptroller of the Currency (appearing at 12
C.F.R. § 43.1, et seq.), the Securities and Exchange Commission (appearing at 17 C.F.R. § 246.1, et seq.)
and the Board of Governors of the Federal Reserve System (appearing at 12 C.F.R. § 244.1, et seq.), in each case as
applicable to any particular matter arising hereunder, that adopted the joint final rule promulgated by the Regulatory Agencies
(appearing at 79 F.R. 77601; pages 77740-77766) to implement the credit risk retention requirements of Section 15G of the Securities
Exchange Act of 1934, as added by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as such rule may
be amended from time to time, and subject to such clarification and interpretation as have been provided by the Regulatory Agencies
in the adopting release (79 FR 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.


 


“Regulation
RR Other PSA”: As defined in Section 3.28(e) of this Agreement.


 


“Regulation S”:
Regulation S under the Act.


 


“Regulation S
Global Certificates”: As defined in Section 5.02(c)(i) of this Agreement.


 


“Regulation S
Investor”: With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate
pursuant to Regulation S.


 


“Regulation
S-K”: Regulation S-K under the Act.


 


“Regulatory
Agencies”: 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 Securities and Exchange Commission; and the Department
of Housing and Urban Development.


 


“Relevant
Distribution Date”: With respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date, and
(b) any Significant Obligor with respect to an Other


 



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Securitization Trust, the “Distribution Date” (or an analogous
concept) under the related Other Pooling and Servicing Agreement.


 


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


 


“Remaining
Certificateholder”: Any Holder (or Holders provided they act in unanimity) holding 100% of the Certificates (other
than the Class S and Class R Certificates) or an assignment of the voting rights thereof, together with the Combined
Uncertificated VRR Interest Owner; provided, however, that the Certificate Balances of the Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D and Class E
Certificates and the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates have been reduced
to zero.


 


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


 


“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear
at Section 860A through 860G of subchapter M of chapter 1 of the Code, and related provisions, and regulations (including
any applicable proposed regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.


 


“Rents
from Real Property”: With respect to any REO Property, gross income of the character described in Code Section 856(d),
which income, subject to the terms and conditions of that Section of the Code in its present form, does not include:


 


(1)       except
as provided in Code Section 856(d)(4) or (6), any amount received or accrued, directly or indirectly, with respect to
such REO Property, if the determination of such amount depends in whole or in part on the income or profits derived by any Person
from such property (unless such amount is a fixed percentage or percentages of receipts or sales and otherwise constitutes Rents
from Real Property);


 


(2)       any
amount received or accrued, directly or indirectly, from any Person if the Trust Fund owns directly or indirectly (including by
attribution) a ten percent or greater interest in such Person determined in accordance with Code Sections 856(d)(2)(B)
and (d)(5);


 


(3)       any
amount received or accrued, directly or indirectly, with respect to such REO Property if any Person Directly Operates such REO
Property;


 


(4)       any
amount charged for services that are not customarily furnished in connection with the rental of property to tenants in buildings
of a similar class in the same


 



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geographic market as such REO Property within the meaning of Treasury Regulations Section 1.856-4(b)(1) (whether
or not such charges are separately stated); and


 


(5)       rent
attributable to personal property unless such personal property is leased under, or in connection with, the lease of such REO
Property and, for any taxable year of the Trust Fund, such rent is no greater than 15 percent of the total rent received or accrued
under, or in connection with, the lease.


 


“REO
Account”: A segregated custodial account or accounts created and maintained by (a) with respect to each REO Property
relating to a Mortgage Loan (other than any Outside Serviced Mortgage Loan) or any Serviced Loan Combination (other than the 360
Rosemary Loan Combination and the 111 River Street Loan Combination), CWCapital Asset Management LLC, as the Special Servicer
pursuant to Section 3.16 of this Agreement on behalf of the Trustee in trust for the Certificateholders, the Uncertificated
Interest Owners and any related Serviced Companion Loan Holders, which (subject to any change in the identities of such Special
Servicer and/or the Trustee) shall be entitled “CWCapital Asset Management LLC, as Special Servicer, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2022-C1, the the Uncertificated Interest Owners and the Companion Loan Holders, as their interests
may appear--REO Account”; (b) with respect to any REO Property relating to the 360 Rosemary Loan Combination, Situs Holdings,
LLC, as the Special Servicer, pursuant to Section 3.16, which (subject to any change in the identities of such Special
Servicer and/or the Trustee) shall be entitled “Situs Holdings, LLC, as Special Servicer, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage
Pass Through Certificates, Series 2022-C1, the Uncertificated Interest Owners and the related Companion Loan Holders, as their
interests may appear--REO Account”; and (c) with respect to any REO Property relating to the 111 River Street Loan Combination,
KeyBank National Association, as the Special Servicer, pursuant to Section 3.16, which (subject to any change in the identities
of such Special Servicer and/or the Trustee) shall be entitled “KeyBank National Association, as Special Servicer, on behalf
of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of BMO 2022-C1 Mortgage Trust,
Commercial Mortgage Pass Through Certificates, Series 2022-C1, the Uncertificated Interest Owners and the Companion Loan Holder,
as their interests may appear--REO Account”. Any such account or accounts shall be an Eligible Account.


 


“REO
Companion Loan”: Any Serviced Companion Loan if the related Mortgaged Property has become an REO Property.


 


“REO
Extension”: As defined in Section 3.16(a) of this Agreement.


 


“REO
Loan”: An REO Mortgage Loan, REO Companion Loan , REO Trust Loan or REO Loan Combination, as the context may require.


 


“REO
Loan Combination”: Any Serviced Loan Combination as to which the related Mortgaged Property has become an REO Property.


 






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“REO
Mortgage Loan”: Any Mortgage Loan as to which the related Mortgaged Property has become an REO Property (including an
REO Property consisting of the Trust’s beneficial interest in a Mortgaged Property acquired upon a foreclosure or deed-in-lieu
of foreclosure of any of the Outside Serviced Mortgage Loans under the applicable Outside Servicing Agreement; for the avoidance
of doubt, any such beneficial interest will not be serviced by the Special Servicer under this Agreement).


 


“REO
Proceeds”: With respect to any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan)
and the related REO Mortgage Loan and REO Companion Loan, all revenues received by the Special Servicer with respect to such REO
Property, REO Mortgage Loan or REO Companion Loan which do not constitute Liquidation Proceeds. In the case of an Outside Serviced
Mortgage Loan that has become an REO Mortgage Loan and in the case of the related REO Property, “REO Proceeds” under
this Agreement shall be limited to any proceeds of the type described above in this definition that are received by the Trust
Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.


 


“REO
Property”: A Mortgaged Property as to which title has been acquired on behalf of the Trust Fund and any related Serviced
Companion Loan Holder through foreclosure, deed-in-lieu of foreclosure or otherwise; provided that a Mortgaged Property
that secures an Outside Serviced Mortgage Loan shall constitute an REO Property if and when it is acquired under the applicable
Outside Servicing Agreement on behalf of the Trustee for the benefit of the Trust Fund as the holder of such Outside Serviced
Mortgage Loan and of the related Companion Loan Holder(s) through foreclosure, acceptance of a deed-in-lieu of foreclosure or
otherwise in accordance with applicable law in connection with a default or imminent default of such Outside Serviced Mortgage
Loan.


 


“REO
Trust Loan”: Any REO Mortgage Loan or any successor REO Companion Loan with respect to a Trust Subordinate Companion
Loan.


 


“Reportable
Event”: As defined in Section 10.07 of this Agreement.


 


“Reporting
Servicer”: As defined in Section 10.09(a) of this Agreement.


 


“Repurchase”:
As defined in Section 2.03(a) of this Agreement.


 


“Repurchase
Communication”: For purposes of Sections 2.03(a) and 3.01(c) of this Agreement only, any communication,
whether oral or written, which need not be in any specific form.


 


“Repurchase
Request”: A Certificateholder Repurchase Request, a PSA Party Repurchase Request or any other Repurchase Communication
of a request or demand for repurchase or replacement of any Mortgage Loan alleging a Document Defect or Breach with respect to
such Mortgage Loan.


 


“Repurchase
Request Rejection”: As defined in Section 2.03(a) of this Agreement.


 






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“Repurchase
Request Withdrawal”: As defined in Section 2.03(a) of this Agreement.


 


“Request
for Release”: A request for a release signed by a Servicing Officer, substantially in the form of Exhibit C
hereto.


 


“Requesting
Certificateholder”: (i) The Initial Requesting Certificateholder, if any, or (ii) any other Certificateholder or Certificate
Owner of a Pooled Certificate (other than a holder of the Class VRR Certificates) that, in each case, is exercising its rights
under Section 2.03(g) of this Agreement to refer a matter involving a Repurchase Request with respect to a Mortgage
Loan to either mediation or arbitration; provided that a Holder of a Class VRR Certificate may not be a Requesting
Certificateholder.


 


“Requesting
Holders”: As defined in Section 3.10(a) of this Agreement.


 


“Requesting
Party”: As defined in Section 3.30(a) of this Agreement.


 


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


 


“Resolution
Failure”: As defined in Section 2.03(f) of this Agreement.


 


“Resolved”:
With respect to a Repurchase Request, means that (i) the related Material Defect has been cured, (ii) the related Mortgage
Loan or Trust Subordinate Companion Loan has been repurchased in accordance with the related Mortgage Loan Purchase Agreement,
(iii) if the affected Trust Loan is a Mortgage Loan, 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 has been 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 or Trust Subordinate Companion 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 (and,
in the event that the Trustee is the Certificate Registrar or the Paying Agent, of the Certificate Registrar or the Paying Agent,
as applicable) assigned to the Corporate Trust Office with direct responsibility for the administration of this Agreement
and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject and (ii) the Certificate Administrator, any officer assigned to
the Corporate Trust Services group, with direct responsibility for the administration of this Agreement and also, with respect
to a particular 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. When used with respect to any Certificate Registrar
(other than the Trustee or the Certificate Administrator), any officer or assistant officer thereof.


 






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“Restricted
Group”: Collectively, the following persons and entities: the Trustee; the Underwriters; the Depositor; the Master Servicer;
the Special Servicer; any Sub-Servicers; the Sponsors; each Mortgagor, if any, with respect to Mortgage Loans constituting more
than 5% of the total unamortized principal balance of all the Mortgage Loans in the Trust Fund as of the Closing Date; and any
and all Affiliates of any of the aforementioned Persons.


 


“Restricted
Party”: As defined in the definition of “Privileged Information Exception” in this Agreement.


 


“Restricted
Period”: As defined in Section 5.02(c)(i) of this Agreement.


 


“Retained
Defeasance Rights and Obligations”: As defined in Section 3.09(d)(ii) of this Agreement.


 


“Retained
Defeasance Rights and Obligations Mortgage Loan”: As defined in Section 3.09(d)(ii) of this Agreement.


 


“Retained
Interest Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be deemed
to be owned by the Holder(s) of the Risk Retention Certificates in proportion equal to their respective ownership interests in
such Risk Retention Certificates.


 


“Retaining
Party”: Each of BMO as holder of the VRR1 Interest, Sabal as holder of the VRR2 Interest, and any successor holder of
all or part of the VRR1 Interest or the VRR2 Interest; the 360 Rosemary Retaining Third Party Purchaser as holder of the Class
360RR Certificates and any successor holder of all or part of the Class 360RR Certificates; and BMO as holder of the 111RR Interest
and any successor holder of all or part of the 111RR Interest.


 


“Retaining
Sponsor”: Sabal, acting as retaining sponsor as such term is defined under Rule 2 of Regulation RR.


 


“Review
Materials”: As defined in Section 11.01(b)(i).


 


“Review
Package”: A package of documents consisting of a memorandum outlining the analysis and recommendation (in accordance
with the Servicing Standard) of the Master Servicer or the Special Servicer, as the case may be, with respect to the matters that
are the subject thereof, and copies of all relevant documentation.


 


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


 


“Risk
Retention Certificate”: Any of the Class 360RR Certificates.


 


“Risk
Retention Consultation Party”: Each of (i) the party selected by BMO, and (ii) the party selected by Sabal. The Certificate
Administrator shall promptly provide the name and contact information for the initial Risk Retention Consultation Parties upon
request of any party to this Agreement and any such requesting party may conclusively rely on the name and contact


 



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information
provided by the Certificate Administrator. The other parties hereto shall be entitled to assume, without independent investigation
or verification, that the identity of any Risk Retention Consultation Party has not changed until such parties receive written
notice of (including the identity of and contact information for) a replacement of such Risk Retention Consultation Party from
BMO (in the case of the VRR1 Risk Retention Consultation Party), or Sabal (in the case of the VRR2 Risk Retention Consultation
Party). Notwithstanding the foregoing, no Risk Retention Consultation Party shall have any consultation rights with respect to
any Excluded RRCP Mortgage Loan with respect thereto. The initial VRR1 Risk Retention Consultation Party shall be BMO and the
initial VRR2 Risk Retention Consultation Party shall be Sabal.


 


“RR
Interest”: The Sabal VRR Interest Portion, the Uncertificated VRR Interest, the 111RR Interest and the 360RR Interest,
collectively.


 


“RR
Interest Transfer Restriction Period”: With respect to: (a) the Uncertificated VRR Interest, the VRR Interest Transfer
Restriction Period; (b) the 111RR Interest, the 111RR Interest Transfer Restriction Period; and (c) the 360RR Interest, the 360RR
Interest Transfer Restriction Period.


 


“Rule 144A”:
Rule 144A under the Act.


 


“Rule 144A
Global Certificates”: As defined in Section 5.02(c)(ii) of this Agreement.


 


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


 


“Rule 15Ga-1
Notice”: As defined in Section 2.03(a) of this Agreement.


 


“Rule 15Ga-1
Notice Provider”: As defined in Section 2.03(a) of this Agreement.


 


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


 


“Rule 17g-5
Information Provider”: The Certificate Administrator acting in such capacity under this Agreement.


 


“Rule 17g-5
Information Provider’s Website”: The website established and maintained by the Rule 17g-5 Information Provider
pursuant to Section 12.06 and Section 12.13 of this Agreement, initially located within the Certificate
Administrator’s Website (initially “www.ctslink.com”), under the “NRSRO” tab for the related
transaction.


 


“Sabal”:
SSOF SCRE AIV, L.P, a Delaware limited partnership, and its successors in interest.


 


“Sabal
Guarantor”: Sabal Strategic Opportunities Fund, L.P., and its successors in interest.


 


“Sabal
Mortgage Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of February 1, 2022, by and between
Sabal, the Sabal Guarantor and the Depositor.


 






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“Sabal
Mortgage Loans”: The Mortgage Loans (or portions thereof) transferred by Sabal to the Depositor and/or the Trust pursuant
to the Sabal Mortgage Loan Purchase Agreement and this Agreement.


 


“Sabal
VRR Interest Portion”: As defined in the Preliminary Statement.


 


“S&P”:
S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, or 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 and the Special Servicer and specific ratings of S&P
herein referenced shall be deemed to refer to the equivalent ratings (as reasonably determined by the Depositor) 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 10.05(a)(iv) of this Agreement.


 


“Schedule
AL Additional File”: With respect to each CREFC® Schedule AL File prepared by the Master Servicer pursuant
to Section 4.02(b), any data file containing additional information or schedules regarding data points in such CREFC®
Schedule AL File required by Items 1111(h)(4) and/or 1111(h)(5) of Regulation AB and Item 601(b)(103) of Regulation S-K.


 


“Scheduled
Principal Distribution Amount”: With respect to each Distribution Date, an amount equal to the aggregate of the principal
portions of:


 


(A)       all
Monthly Payments (which do not include Balloon Payments) with respect to the Mortgage Loans (including any REO Mortgage Loans)
due or deemed due during or, if and to the extent not previously received or advanced pursuant to Section 4.06 and
distributable to Pooled Certificateholders or the Uncertificated VRR Interest Owner on a preceding Distribution Date, prior to
the related Collection Period, in each case to the extent either (i) paid by the Mortgagor as of the Determination Date (or, in
the case of an Outside Serviced Mortgage Loan, received by the Master Servicer as of the Business Day immediately preceding the
related Master Servicer Remittance Date) or (ii) advanced by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.06
in respect of such Distribution Date); and


 


(B)       all
Balloon Payments with respect to the Mortgage Loans (including any REO Mortgage Loans) to the extent received during the related
Collection Period (or, in the case of an Outside Serviced Mortgage Loan, received by the Master Servicer as of the Business Day
immediately preceding the related Master Servicer Remittance Date), and to the extent not included in clause (A) above for
the subject Distribution Date and not previously received or advanced and distributable to Pooled Certificateholders or the Uncertificated
VRR Interest Owner on a preceding Distribution Date.


 






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For
purposes of clarification, the Scheduled Principal Distribution Amount from time to time shall include all late payments of principal
made by the Mortgagors with respect to the Mortgage Loans, including late payments in respect of a delinquent Balloon Payment,
received during the periods or by the times described above in this definition, except to the extent those late payments are otherwise
applied to reimburse the Master Servicer or the Trustee, as the case may be, for prior P&I Advances, pursuant to Section 3.06(a)
and Section 3.06A(a).


 


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


 


“Service(s)”
or “Servicing”: In accordance with Regulation AB, the act of servicing, managing or administering
the Mortgage Loans or any other assets of the Trust by an entity (other than the Certificate Administrator and the Trustee) that
meets the definition of “servicer” set forth in Item 1101 of Regulation AB and is subject to the disclosure
requirements set forth in Item 1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this
term shall have the meaning commonly understood by participants in the commercial mortgage-backed securities market.


 


“Serviced
AB Loan Combination”: A Serviced Loan Combination that includes a Subordinate Companion Loan. Each of the 360 Rosemary
Loan Combination and the 111 River Street Loan Combination is a Serviced AB Loan Combination relating to the Trust.


 


“Serviced
Companion Loan”: A Companion Loan that is part of a Serviced Loan Combination. With respect to each Servicing Shift
Mortgage Loan and the related Servicing Shift Loan Combination, each related Companion Loan will no longer be a Serviced Companion
Loan on and after the related Servicing Shift Date.


 


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


 


“Serviced
Companion Loan Holder Register”: As defined in Section 3.28(g).


 


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


 


“Serviced
Loan”: A Serviced Mortgage Loan or Serviced Companion Loan.


 


“Serviced
Loan Combination”: A Loan Combination that is being serviced pursuant to this Agreement. The only Serviced Loan Combinations
related to the Trust as of the Closing Date are the Loan Combinations as to which “Serviced” is set forth in the Loan
Combination Table under the column heading “Servicing Type,” together with any Servicing Shift Loan Combinations.
A Servicing Shift Loan Combination will no longer be a Serviced Loan Combination on and after the related Servicing Shift Date.


 


“Serviced
Loan Combination Remittance Date”: With respect to any Serviced Companion Loan: (i) the date specified as the applicable
“remittance date” (or analogous concept) in the related Co-Lender Agreement; or (ii) if no such applicable “remittance
date” (or analogous concept) is so specified in the related Co-Lender Agreement, then, if such Serviced Companion


 



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Loan is
not included in an Other Securitization Trust, the Master Servicer Remittance Date and, if such Serviced Companion Loan is included
in an Other Securitization Trust, the Business Day immediately following the “determination date” (or analogous concept)
set forth in the related Other Pooling and Servicing Agreement.


 


“Serviced
Mortgage Loan”: A Mortgage Loan that is not an Outside Serviced Mortgage Loan.


 


“Serviced
Outside Controlled Loan Combination”: A Serviced Loan Combination with respect to which the related “controlling
note” (regardless of whether such note evidences a Pari Passu Companion Loan or a Subordinate Companion Loan) is not an
asset of the Trust. Each Servicing Shift Loan Combination will be a Serviced Outside Controlled Loan Combination prior to the
related Servicing Shift Date. Each Servicing Shift Loan Combination will cease to be a Serviced Outside Controlled Loan Combination
from and after the related Servicing Shift Date. Each Serviced AB Loan Combination (other than the 360 Rosemary Loan Combination
and the 111 River Street Loan Combination) will be a Serviced Outside Controlled Loan Combination for so long as a related Subordinate
Companion Loan is evidenced by the “control note” (or analogous concept), or the holder of a related Subordinate Companion
Loan is the “directing holder” (or analogous concept), under the related Co-Lender Agreement. As of the Closing Date,
the only Serviced Outside Controlled Loan Combinations are any Servicing Shift Loan Combinations and the 360 Rosemary Loan Combination.


 


“Serviced
Outside Controlled Mortgage Loan”: With respect to a Serviced Outside Controlled Loan Combination, the related Serviced
Mortgage Loan included in the Trust, which is evidenced by one or more non-controlling promissory notes made by the related Mortgagor.
Each Servicing Shift Mortgage Loan will be a Serviced Outside Controlled Mortgage Loan prior to the related Servicing Shift Date.
Each Servicing Shift Mortgage Loan will cease to be a Serviced Outside Controlled Mortgage Loan on and after the related Servicing
Shift Date. The Mortgage Loan included in a Serviced AB Loan Combination (other than the 360 Rosemary Loan Combination and the
111 River Street Loan Combination) will be a Serviced Outside Controlled Mortgage Loan for so long as a related Subordinate Companion
Loan is evidenced by the “control note” (or analogous concept), or the holder of a related Subordinate Companion Loan
is the “directing holder” (or analogous concept), under the related Co-Lender Agreement.


 


“Serviced
Pari Passu Companion Loan”: A Pari Passu Companion Loan that is part of a Serviced Loan Combination. With respect to
each Servicing Shift Mortgage Loan and the related Servicing Shift Loan Combination, each related Pari Passu Companion Loan will
cease to be a Serviced Pari Passu Companion Loan on and after the related Servicing Shift Date.


 


“Serviced
Pari Passu Companion Loan Holder”: A holder of a Serviced Pari Passu Companion Loan.


 


“Serviced
Pari Passu Loan Combination”: A Pari Passu Loan Combination that is a Serviced Loan Combination. Each Servicing Shift
Loan Combination will cease to be a Serviced Pari Passu Loan Combination on and after the related Servicing Shift Date.


 






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“Serviced
Subordinate Companion Loan”: A Subordinate Companion Loan that is part of a Serviced AB Loan Combination. Each of the
111 River Street Trust Subordinate Companion Loan and the 360 Rosemary Trust Subordinate Companion Loan is a Serviced Subordinate
Companion Loan.


 


“Serviced
Subordinate Companion Loan Holder”: A holder of a Serviced Subordinate Companion Loan (other than a Trust Subordinate
Companion Loan held by the Trust).


 


“Serviced
Trust Loan”: Any Serviced Mortgage Loan or Trust Subordinate Companion Loan.


 


“Servicer”:
As defined in Section 10.02(b) of this Agreement.


 


“Servicer
Indemnified Party”: As defined in Section 8.05(c) of this Agreement.


 


“Servicer
Termination Event”: As defined in Section 7.01 of this Agreement.


 


“Servicing
Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such may be amended
from time to time.


 


“Servicing
Fee”: With respect to each Mortgage Loan (including each Mortgage Loan that is a Specially Serviced Loan and each Outside
Serviced Mortgage Loan), each REO Mortgage Loan, each Serviced Companion Loan (including each Serviced Companion Loan that is
a Specially Serviced Loan) and each REO Companion Loan that is included as part of a Serviced Loan Combination and for any Distribution
Date, the amount accrued during the related Interest Accrual Period at the related Servicing Fee Rate on, in the case of the initial
Distribution Date, the Cut-Off Date Balance and, in the case of any subsequent Distribution Date, the Stated Principal Balance
of such Mortgage Loan, REO Mortgage Loan, Serviced Companion Loan or REO Companion Loan, as the case may be, as of the close of
business on the Distribution Date in the related 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 Serviced Loan Combination is computed and shall be prorated for partial periods; and provided,
further, that, notwithstanding Section 3.05, Section 3.06 or Section 3.12 of this Agreement,
(1) the Servicing Fee shall be payable from the Lower-Tier REMIC and (2) the portion thereof payable with respect to
each Outside Serviced Mortgage Loan to the applicable Outside Servicer shall be calculated and paid under the applicable Outside
Servicing Agreement, shall not be payable to the Master Servicer, shall previously have been deducted by the applicable Outside
Servicer prior to remittance to the Trust and shall not be withdrawn from the Collection Account.


 


“Servicing
Fee Rate”: With respect to each Mortgage Loan (including any Outside Serviced Mortgage Loan) (or any successor REO Mortgage
Loan with respect thereto), the per annum rate equal to the sum of the rates set forth under the columns labeled “Master
Servicing Fee Rate”, “Primary Servicing Fee Rate” and “Subservicer Fee” on the Mortgage Loan Schedule;
with respect to each Companion Loan secured by the portfolio of Mortgaged Properties identified on the Mortgage Loan Schedule
as IPCC National Storage Portfolio XVI (or any successor REO Companion Loan with respect thereto), 0.00125% per annum; with respect
to each Companion Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as IPCC


 



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National Storage Portfolio
XV (or any successor REO Companion Loan with respect thereto), 0.00125% per annum (but only for so long as it is a Serviced Companion
Loan, and thereafter 0% per annum); with respect to each Companion Loan (other than the 360 Rosemary Trust Subordinate Companion
Loan) secured by the Mortgaged Property identified on the Mortgage Loan Schedule as 360 Rosemary (or any successor REO Companion
Loan with respect thereto), 0.00125% per annum; with respect to the 360 Rosemary Trust Subordinate Companion Loan (or any successor
REO Companion Loan with respect thereto), 0.0025% per annum; with respect to each Companion Loan (other than the 111 River Street
Trust Subordinate Companion Loan) secured by the Mortgaged Property identified on the Mortgage Loan Schedule as 111 River Street
(or any successor REO Companion Loan with respect thereto), 0.00125% per annum; with respect to the 111 River Street Trust Subordinate
Companion Loan, 0.0025%; with respect to each Companion Loan secured by the portfolio of Mortgaged Properties identified on the
Mortgage Loan Schedule as NYC MFRT Portfolio (or any successor REO Companion Loan with respect thereto), 0.00125% per annum; and
with respect to each Companion Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as 2 Riverfront
Plaza (or any successor REO Companion Loan with respect thereto), 0.00125% per annum (but only for so long as it is a Serviced
Companion Loan, and thereafter 0% per annum).


 


“Servicing
File”: Any documents (other than documents required to be part of the related Mortgage File but including copies of
such documents required to be part of the related Mortgage File) related to the origination or the servicing of a Trust Loan
that are in the possession of or under the control of the applicable Mortgage Loan Seller, including but not limited to appraisals,
environmental reports, engineering reports, legal opinions, and the applicable Mortgage Loan Seller’s asset summary, delivered
to the Master Servicer or the Special Servicer; provided that no information that is proprietary to the related Mortgage
Loan Seller or any draft documents, privileged or other related Mortgage Loan Seller communications, credit underwriting, due
diligence analyses or data, or internal worksheets, memoranda, communications or evaluations shall be required to be delivered
as part of the Servicing File. Notwithstanding anything to the contrary contained herein, with respect to each Outside Serviced
Mortgage Loan, the Servicing File shall consist solely of any related documents or records generated by the Master Servicer or
Special Servicer hereunder or received by either of them from the applicable Outside Servicer or Outside Special Servicer.


 


“Servicing
Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Certificate
Administrator, the Operating Advisor, the Master Servicer, the Special Servicer and the Trustee, that is performing activities
that address the Servicing Criteria, unless such Person’s activities relate only to 5% or less of the Mortgage Loans by
unpaid principal balance calculated in accordance with the provisions of 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 and the Serviced 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, the


 



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Operating Advisor and the Certificate Administrator by the Master Servicer or the Special Servicer, as applicable,
as such list may from time to time be amended.


 


“Servicing
Shift Date”: With respect to any Servicing Shift Loan Combination, the date on which the related Pari Passu Companion
Loan evidenced by the Servicing Shift Lead Note is included in an Outside Securitization Trust, and which is also the date on
which the pooling and servicing agreement or other comparable agreement governing the creation of such Outside Securitization
Trust becomes the Outside Servicing Agreement for such Servicing Shift Loan Combination.


 


“Servicing
Shift Lead Note”: With respect to any Servicing Shift Loan Combination, the related Note, the securitization of which
shall cause the servicing of such Servicing Shift Loan Combination to shift to the applicable pooling and servicing agreement
or other comparable agreement governing that securitization. With respect to any Servicing Shift Loan Combination, the related
Servicing Shift Lead Note as of the Closing Date is identified in the footnotes to the Loan Combination Table.


 


“Servicing
Shift Loan Combination”: Any Loan Combination that is initially serviced under this Agreement provided, that upon the
inclusion of a designated related Companion Loan in a future securitization, the servicing of such Loan Combination will shift
to the pooling and servicing agreement or other comparable agreement governing the securitization of such related Companion Loan
(whether by itself or with other mortgage assets). A Servicing Shift Loan Combination will be (i) a Serviced Loan Combination
prior to the related Servicing Shift Date servicing and (ii) an Outside Serviced Loan Combination on and after the related Servicing
Shift Date. The only Servicing Shift Loan Combinations related to the Trust as of the Closing Date are the Loan Combinations as
to which “Servicing Shift” is set forth in the Loan Combination Table under the column heading “Servicing Type.”
The only Servicing Shift Loan Combinations related to the Trust as of the Closing Date are the Loan Combinations as to which “Servicing
Shift” is set forth in the Loan Combination Table under the column heading “Servicing Type.”


 


“Servicing
Shift Mortgage Loan”: Any Mortgage Loan that is part of a Servicing Shift Loan Combination.


 


“Servicing
Shift Mortgage Loan Pooling and Servicing Agreement”: With respect to a Servicing Shift Mortgage Loan or a Servicing
Shift Loan Combination, on and after the related Servicing Shift Date, the related pooling and servicing agreement or other comparable
agreement governing the creation of the Outside Securitization Trust that holds the related Pari Passu Companion Loan evidenced
by the related Servicing Shift Lead Note.


 


“Servicing
Standard”: With respect to the Master Servicer or the Special Servicer, to service and administer the Serviced Loans
and any REO Properties that such party is obligated to service and administer hereunder, on behalf of the Trust Fund and the Trustee
(as the trustee for the Certificateholders and the Uncertificated Interest Owners or, with respect to each Serviced Loan Combination,
on behalf of the Certificateholders, the Uncertificated Interest Owners and the related Serviced Companion Loan Holder(s), as
a collective whole as if such Certificateholders and the Uncertificated Interest Owners or, with respect to each Serviced Loan
Combination, such


 



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Certificateholders, the Uncertificated Interest Owners and the related Serviced Companion Loan Holder(s), constituted
a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related
Subordinate Companion Loan(s))), in accordance with the terms of this Agreement and in accordance with the following: (i) the
higher of the following standards of care: (A) 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 comparable mortgage loans with similar borrowers and comparable
REO properties for other third-party portfolios (giving due consideration to the customary and usual standards of practice of
prudent institutional commercial mortgage lenders servicing their own mortgage loans and REO properties); and (B) 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 comparable mortgage loans and REO properties owned by the Master Servicer or the Special Servicer, as the case
may be; and in either case, exercising reasonable business judgment and acting in accordance with applicable law, the terms of
the respective Serviced Loans and, if applicable, the related Co-Lender Agreement; (ii) with a view to: the timely recovery
of all payments of principal and interest, including Balloon Payments, under the Serviced Loans or, in the case of (1) a
Specially Serviced Loan or (2) a Mortgage Loan or Serviced Loan Combination as to which the related Mortgaged Property is
an REO Property, the maximization of recovery on that Mortgage Loan or Serviced Loan Combination to the Certificateholders and
the Uncertificated Interest Owners (as a collective whole as if such Certificateholders and the Uncertificated Interest Owners
constituted a single lender) (or, if any Serviced Companion Loan is involved, with a view to the maximization of recovery on the
related Serviced Loan Combination to the Certificateholders, Uncertificated Interest Owners and the related Serviced Companion
Loan Holder(s) (as a collective whole as if such Certificateholders, the Uncertificated Interest Owners and Serviced Companion
Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate
nature of any related Subordinate Companion Loan(s)))) of principal and interest, including Balloon Payments, on a present value
basis (the relevant discounting of anticipated collections that will be distributable to the Certificateholders and the Uncertificated
Interest Owners (or, in the case of any Serviced Loan Combination, to the Certificateholders, the Uncertificated Interest Owners
and the related Companion Loan Holder) to be performed at the Calculation Rate); and (iii) without regard to (A) any
relationship, including as lender on any other debt, that the Master Servicer or the Special Servicer, as the case may be, or
any Affiliate thereof, may have with any of the related Mortgagors, or any Affiliate thereof, or any other party to this Agreement;
(B) the ownership of any Certificate (or any Companion Loan or other indebtedness secured by the related Mortgaged Property
or any security backed by a Companion Loan) by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate
thereof; (C) the obligation of the Master Servicer to make Advances; (D) the right of the Master Servicer or the Special
Servicer, as the case may be, or any Affiliate thereof, to receive compensation or reimbursement of costs hereunder generally
or with respect to any particular transaction; and (E) the ownership, servicing or management for others of any other mortgage
loan or real property not subject to this Agreement by the Master Servicer or the Special Servicer, as the case may be, or any
Affiliate thereof; provided that the foregoing standards shall apply with respect to an Outside Serviced Mortgage Loan
and any related REO Property only to the extent that the Master Servicer or the Special Servicer has any express duties or rights
to grant consent with respect thereto pursuant to this Agreement.


 






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“Servicing
Transfer Event”: With respect to any Serviced Mortgage Loan or any Serviced Loan Combination, the occurrence of any
of the events described in clauses (a) through (g) of the definition of “Specially Serviced Loan”, subject to
the terms of such definition.


 


“Significant
Obligor”: Any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (i) with
respect to the Trust, or (ii) with respect to a Serviced Companion Loan and an Other Securitization Trust, as to which 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) as to such Other Securitization Trust. There is no Significant Obligor with respect to the Trust.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year) and each Significant Obligor, the date that is fifteen (15) days after the Relevant Distribution Date
occurring on or immediately following the date by which the related Mortgagor is required to deliver quarterly financial statements
to the lender under the related Loan Agreement in connection with such calendar quarter (which date is set forth in Section 10.11(a)
for any Significant Obligor with respect to the Trust).


 


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


 


“Similar
Law”: As defined in Section 5.03(n) of this Agreement.


 


“SMC”:
Starwood Mortgage Capital LLC, a Delaware limited liability company, and its successors in interest.


 


“SMC
AMF Portfolio Note”: With respect to the AMF Portfolio Mortgage Loan, that certain promissory note A-5-1 in the original
aggregate principal amount of $16,000,000, made by the related Mortgagor in favor of SMC, as the same may hereafter be amended,
restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified.


 


“SMC
Co-sponsored Mortgage Loan”: The AMF Portfolio Mortgage Loan.


 


“SMC
Co-sponsored Notes”: The SMC AMF Portfolio Note, as applicable, as the context requires.


 


“SMC
Mortgage Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of January [__], 2022, by and between
SMC and the Depositor.


 


“SMC
Mortgage Loans”: The Mortgage Loans (or portions thereof) transferred by SMC to the Depositor and/or the Trust pursuant
to the SMC Mortgage Loan Purchase Agreement and this Agreement.


 


“Special
Notice”: As defined in Section 5.07(b).


 


“Special
Servicer”: With respect to (a) each Serviced Loan (other than the 360 Rosemary Loan Combination and the 111 River
Street Loan Combination), CWCapital Asset


 



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Management LLC, a Delaware limited liability company, or its successor in interest,
or any successor Special Servicer appointed as provided herein, (b) the 360 Rosemary Loan Combination, Situs Holdings, LLC,
a Delaware corporation, or its successor in interest, or any successor Special Servicer appointed as provided herein and (c) the
111 River Street Loan Combination, Keybank National Association, a national banking association, or its successor in interest,
or any successor Special Servicer appointed as provided herein, which successor Special Servicer shall, in the case of each of
clauses (a), (b) and (c) of this definition, with respect to any related Excluded Special Servicer Mortgage Loan, include the
related Excluded Mortgage Loan Special Servicer appointed pursuant to Section 6.08(j) of this Agreement, in each case
as applicable and as the context may require. All references in this Agreement to the “Special Servicer” mean, (x)
with respect to each Serviced Loan or Serviced Loan Combination, the applicable Special Servicer that acts as the special servicer
for such Serviced Loan or Serviced Loan Combination, as applicable and (y) only each applicable Special Servicer with respect
to the representations, warranties and covenants of the Special Servicers in Section 2.08.


 


“Special
Servicer Decision”: With respect to any Serviced Loan or Serviced Loan Combination, any of the following (to the extent
it is not a Major Decision):


 


(a)       approving
leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment agreements or other
similar agreements for (i) all ground leases, including any determination whether to cure any borrower defaults relating to any
ground lease, and (ii) all other leases in excess of the lesser of (y) 30,000 square feet and (z) 30% of the net rentable
square footage at the related Mortgaged Property so long as it is reviewable by the lender under the related Loan Documents;


 


(b)       approving
any waiver regarding the receipt of financial statements (other than an immaterial timing waiver including late financial statements);


 


(c)       approving
annual budgets for the related Mortgaged Property (to the extent lender approval is required under the related Loan Documents)
that provide for (i) operating expenses equal to more than 110% of the amount that was budgeted therefor in the prior year
or (ii) payments to Persons or 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 or Loan Combination);


 


(d)       approving
rights of way and easements that materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to
make payments with respect to the related Mortgage Loan and approving consent to subordination of the related Mortgage Loan to
such rights of way and easements;


 


(e)       agreeing
to any modification, waiver, consent or amendment of the related Mortgage Loan or Loan Combination 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 related Mortgagor or
the existing collateral or material modifications of the existing collateral), (ii) a modification of the type of defeasance


 



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collateral
required under the related Loan Documents such that defeasance collateral other than direct, non-callable obligations of the United
States would be permitted or (iii) a modification that would permit a Principal Prepayment instead of defeasance if the related
Loan Documents do not otherwise permit such Principal Prepayment;


 


(f)       in
circumstances where no lender discretion is permitted other than confirming that the conditions in the related Loan Documents
have been satisfied (including determining whether any applicable terms or tests are satisfied), approving any request to incur
additional debt in accordance with the terms of the related Loan Documents;


 


(g)      in
circumstances where no lender discretion is required other than confirming satisfaction of the applicable terms of the related
Loan Documents (including determining whether any applicable terms or tests are satisfied), approving requests for any release
of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan; provided that, in any case, Special
Servicer Decisions will not include (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 (ii) the release,
substitution or addition of collateral securing any Serviced Mortgage Loan or Serviced Loan Combination in connection with a defeasance
of such collateral;


 


(h)      any
modification, consent to a modification or waiver of any material term of any intercreditor or similar agreement (which will not
include any amendments to split or re-size notes consistent with the terms of any Co-Lender Agreement as to which the consent
of the holder of the related Mortgage Loan is not required) related to a Serviced Mortgage Loan or Serviced Loan Combination,
or any action to enforce rights with respect thereto, except that, if any such modification or amendment would adversely impact
the Master Servicer, such modification or amendment will additionally require the consent of the Master Servicer as a condition
to its effectiveness;


 


(i)       any
proposed modification or waiver of any material provision in the related Loan Documents governing the type, nature or amount of
insurance coverage required to be obtained and maintained by the related Mortgagor;


 


(j)       any
approval of any casualty insurance settlements (unless such casualty insurance settlements are less than the threshold specified
in the related Loan Documents and there is no lender discretion provided for in the related Loan Documents, including determining
whether any conditions precedent have been satisfied) or condemnation settlements (unless such condemnation settlements are immaterial
and there is no lender discretion provided for in the related Loan Documents, including determining whether any conditions precedent
have been satisfied), and any determination to apply casualty proceeds or condemnation awards to the reduction of the debt rather
than to the restoration of the Mortgaged Property;


 


(k)       fundings
or disbursements of any holdback amounts, escrow accounts, reserve accounts or letters of credit held as performance or “earn-out”
holdbacks, escrows


 



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or reserves that (i) exceed, in the aggregate, 10% of the initial principal balance of the related Serviced
Loan, regardless of whether such funding or disbursement may be characterized as routine or customary in nature, which holdbacks,
escrows and reserves are identified on Exhibit GG, or (ii) regardless of the aggregate percentage of the initial principal
balance of the related Serviced Loan represented by such holdbacks, escrows or reserves, that are not routine or customary in
nature; and


 


(l)       any
determination whether to permit any ground lease modification, amendment or subordination, non-disturbance and attornment agreement
or entry into a new ground lease other than pursuant to the specific terms of such Serviced Loan and for which there is no lender
discretion or any determination whether to cure a default by borrower under a ground lease.


 


“Special
Servicer Servicing Personnel”: The divisions and individuals of the Special Servicer who are involved in the performance
of the duties of the Special Servicer under this Agreement.


 


“Special
Servicing Compensation”: With respect to any Serviced Mortgage Loan, Serviced Loan Combination or REO Property (other
than an REO Property related to an Outside Serviced Mortgage Loan), any of the Special Servicing Fee, the Workout Fee, and the
Liquidation Fee which shall be due to the Special Servicer.


 


“Special
Servicing Fee”: With respect to each Specially Serviced Loan and REO Property (other than an REO Property related to
an Outside Serviced Mortgage Loan) and any Distribution Date, an amount accrued during the related Interest Accrual Period at
the applicable Special Servicing Fee Rate on the Stated Principal Balance of the related Specially Serviced Loan as of the
close of business on the Distribution Date in such Interest Accrual Period; provided that (a) 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 Specially Serviced Loan is computed and shall be prorated for partial periods and (b) such fee shall be payable monthly
(i) in the case of a Serviced Loan Combination, from collections on such Serviced Loan Combination; and (ii) in the case of a
Mortgage Loan (including a Mortgage Loan that is part of a Serviced Loan Combination, if the fee remains unpaid as described in
the immediately preceding clause (i)), from general collections on all the Mortgage Loans and any REO Properties. For the
avoidance of doubt, the Special Servicing Fee shall be deemed payable from the Lower-Tier REMIC, the 360 Rosemary REMIC or the
111 River Street REMIC, as applicable.


 


“Special
Servicing Fee Rate”: With respect to any Specially Serviced Loan (or related Serviced Loan Combination, if applicable)
or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), a rate equal to (a) 0.25% per
annum or (b) if the rate in clause (a) would result in a Special Servicing Fee that would be less than $3,500 in
any given month (as prorated for a partial period), then the Special Servicing Fee Rate for such month for such Specially Serviced
Loan (or related Serviced Loan Combination, if applicable) or REO Property shall be such higher per annum rate as would result
in a Special Servicing Fee equal to $3,500 for such month (as prorated for a partial period) with respect to such Specially Serviced
Loan (or related Serviced Loan Combination, if applicable) or REO Property.


 



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“Specially
Serviced Loan”: Any Serviced Loan (including a related REO Mortgage Loan or REO Companion Loan) as to which any of the
following events has occurred (taking into account any cure rights of any related Serviced Subordinate Companion Loan Holder under
the related Co-Lender Agreement.):


 


(a)       the
related Mortgagor has failed to make when due any Monthly Payment or a Balloon Payment, which failure continues unremedied (without
regard to any grace period):


 


(i)       except
in the case of a Balloon Loan delinquent in respect of its Balloon Payment, beyond 60 days after the date on which the subject
payment was due, or


 


(ii)      solely
in the case of a delinquent Balloon Payment, (A) 30 days after the date on which that Balloon Payment was due (except as described
in clause B below) or (B) if (1) the related Mortgagor has delivered to the Master Servicer or the Special Servicer (each
of whom shall promptly deliver a copy to the other and any applicable Directing Holder and Consulting Party), on or before the
date on which that Balloon Payment was due, a refinancing commitment, letter of intent or otherwise binding application or other
similar binding document for refinancing from an acceptable lender or signed purchase agreement related to the sale of the related
Mortgaged Property reasonably acceptable to the Special Servicer, (2) the related Mortgagor continued to make its Monthly Payments
on each Due Date, and (3) no other Servicing Transfer Event has occurred with respect to the Serviced Loan, then a Servicing Transfer
Event will not occur until the earlier of (x) 120 days after the date on which the Balloon Payment was due and (y) the termination
of the refinancing commitment, letter of intent or otherwise binding application or similar binding document or the purchase agreement;
or


 


(b)       there
shall have occurred a default (other than as set forth in clause (a) above and other than an Acceptable Insurance Default)
that (i) the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent of any applicable
Directing Holder) determines materially impairs the value of the related Mortgaged Property as security for the Serviced Loan
or otherwise materially adversely affects the interests of Certificateholders and the Uncertificated Interest Owners in the Serviced
Mortgage Loan (or, in the case of a Serviced Loan Combination, the interests of the Certificateholders, the Uncertificated Interest
Owners and the related Serviced Companion Loan Holder(s) in such Serviced Loan Combination), and (ii) continues unremedied
for the applicable grace period under the terms of the Serviced Loan (or, if no grace period is specified and the default is capable
of being cured, for 60 days); provided, that any default requiring a Property Advance will be deemed to materially
and adversely affect the interests of the Certificateholders and the Uncertificated Interest Owners in the subject Serviced Mortgage
Loan (or, in the case of a Serviced Loan Combination, the interests of the Certificateholders, the Uncertificated Interest Owners
and the related Serviced Companion Loan Holder(s) in such Serviced Loan Combination); or


 






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(c)      a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in any 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, shall have been entered into against the related Mortgagor; or


 


(d)      the
related Mortgagor consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment or 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


 


(e)      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


 


(f)       the
Master Servicer or the Special Servicer shall have received notice of the commencement of foreclosure or similar proceedings with
respect to the related Mortgaged Property; or


 


(g)      the
Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent of any applicable Directing
Holder) determines that (i) a default (other than an Acceptable Insurance Default) under the Serviced Loan is reasonably
foreseeable, (ii) such default would materially impair the value of the corresponding Mortgaged Property as security for
such Serviced Loan or otherwise materially adversely affects the interests of Certificateholders and the Uncertificated Interest
Owners in the Serviced Mortgage Loan (or, in the case of a Serviced Loan Combination, the interests of the Certificateholders,
the Uncertificated Interest Owners or the related Serviced Companion Loan Holder(s) in such Serviced Loan Combination), and (iii) the
default is likely to continue unremedied for the applicable cure period under the terms of such Serviced Loan or, if no cure period
is specified and the default is capable of being cured, for 60 days;


 


provided,
however, that a Serviced Loan will cease to be a Specially Serviced Loan, when a Liquidation Event has occurred with respect
to such Serviced Loan or any related REO Property or, so long as at such time no circumstance identified in clauses (a) through
(g) above exists that would cause the subject Serviced Mortgage Loan or any related Serviced Companion Loan to continue to be
characterized as a Specially Serviced Loan, when:


 


(w)      with
respect to the circumstances described in clause (a) of this definition, the related Mortgagor has made three consecutive
full and timely Monthly Payments under the terms of such Serviced Loan (as such terms may be changed or modified in connection
with a bankruptcy or similar proceeding involving the related Mortgagor or by reason of a modification, extension, waiver or amendment
granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.24 of this Agreement);


 






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(x)       with
respect to the circumstances described in clauses (c), (d), (e) and (g) of this definition, such circumstances cease to exist
in the good faith, reasonable judgment of the Special Servicer, but, with respect to any bankruptcy or insolvency proceedings
described in clauses (c), (d) and (e), no later than the entry of an order or decree dismissing such proceeding;


 


(y)      with
respect to the circumstances described in clause (b) of this definition, such default is cured as determined by the Special
Servicer in its reasonable, good faith judgment; and


 


(z)       with
respect to the circumstances described in clause (f) of this definition, such proceedings are terminated.


 


Notwithstanding
the foregoing, for purposes of clauses (a) (but solely with respect to delinquent Monthly Payments), (b), (e) and (g) of this
definition, neither (i) a Payment Accommodation with respect to any Serviced Loan nor (ii) any default or delinquency that would
have existed but for such Payment Accommodation shall constitute a Servicing Transfer Event or cause such Serviced Loan to be
characterized as a Specially Serviced Loan, for so long as the related Mortgagor is complying with the terms of such Payment Accommodation.
For the avoidance of doubt, in the event a borrower fails to comply with the terms of a Payment Accommodation (as determined by
the Special Servicer in accordance with the Servicing Standard), a determination as to whether any applicable event specified
in the preceding sentence constitutes a Servicing Transfer Event or causes such Serviced Loan to be characterized as a Specially
Serviced Loan shall be made as though the Payment Accommodation never occurred; provided, however, if, pursuant to this
sentence, a Servicing Transfer Event is determined to occur prior to the date of such borrower’s failure to comply with
the terms of the related Payment Accommodation, then such Servicing Transfer Event will be deemed to occur on the date of such
borrower’s failure to comply. The Special Servicer may conclusively rely on the Master Servicer’s determination and
the Master Servicer may conclusively rely on the Special Servicer’s determination as to whether a Servicing Transfer Event
has occurred giving rise to a Serviced Loan’s becoming a Specially Serviced Loan. If any Serviced Mortgage Loan that is
part of a Serviced Loan Combination becomes a Specially Serviced Loan, then the related Serviced Companion Loan shall also become
a Specially Serviced Loan. If the Serviced Companion Loan that is included in a Serviced Loan Combination becomes a Specially
Serviced Loan, then the related Serviced Mortgage Loan that is part of such Serviced Loan Combination shall also become a Specially
Serviced Loan.


 


“Specially
Serviced Mortgage Loan”: A Mortgage Loan that is, or is part of, a Specially Serviced Loan.


 


“Split
Mortgage Loan”: Any Mortgage Loan that is part of a Loan Combination. The only Split Mortgage Loans that are assets
of the Trust as of the Closing Date are those that have the respective loan numbers (as set forth on the Mortgage Loan Schedule)
listed on the Loan Combination Table under the column heading “Loan No. for related Mortgage Loan.”


 


“Sponsor”:
Each of Sabal, BMO, SMC, KeyBank and GACC and their respective successors in interest.


 






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“Startup
Day”: The day designated as such pursuant to Section 2.12(c) of this Agreement.


 


“Stated
Principal Balance”: With respect to any Mortgage Loan or Trust Subordinate Companion Loan (other than an REO Trust Loan),
as of any date of determination, an amount equal to (a) the Cut-Off Date Balance of such Mortgage Loan or Trust Subordinate
Companion Loan (or, in the case of a Qualified Substitute Mortgage Loan, the unpaid principal balance of such Mortgage Loan (as
of the date of substitution) after application of all scheduled payments of principal and interest due during or prior to the
month of substitution, whether or not received), minus (b) the sum of (i) any and all amounts (without duplication)
attributable to such Mortgage Loan or Trust Subordinate Companion Loan that are part of the Scheduled Principal Distribution Amount,
the Unscheduled Principal Distribution Amount, the 360 Rosemary Scheduled Principal Distribution Amount, the 360 Rosemary Unscheduled
Principal Distribution Amount, the 111 River Street Scheduled Principal Distribution Amount and/or the 111 River Street Unscheduled
Principal Distribution Amount, as applicable, for each and every Distribution Date coinciding with or preceding such date of determination
and (ii) any adjustment to the principal balance of such Mortgage Loan or Trust Subordinate Companion Loan as a result of
a reduction of principal by a bankruptcy court or as a result of a modification reducing the principal balance of such Mortgage
Loan or Trust Subordinate Companion Loan as of the Determination Date for the most recent Distribution Date coinciding with or
preceding such date of determination. The Stated Principal Balance of a Mortgage Loan or Trust Subordinate Companion Loan with
respect to which title to the related Mortgaged Property has been acquired on behalf of the Trust Fund and, if such Trust Loan
is part of a Loan Combination, the related Companion Loan Holder(s), is equal to the Stated Principal Balance thereof outstanding
on the date on which such title is acquired less any and all amounts attributable to the related REO Trust Loan that are part
of the Unscheduled Principal Distribution Amount, 360 Rosemary Unscheduled Principal Distribution Amount or 111 River Street Unscheduled
Principal Distribution Amount, as applicable, and the principal portion of any P&I Advances with respect to such REO Trust
Loan for each and every Distribution Date coinciding with or preceding such date of determination but after the date on which
such title is acquired. With respect to any Serviced Companion Loan (other than the 360 Rosemary Trust Subordinate Companion Loan
and the 111 River Street Trust Subordinate Companion Loan) (including any successor REO Companion Loan with respect to such Serviced
Companion Loan), as of any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such
Serviced Companion Loan as of the Cut-off Date, minus (i) all amounts remitted to the related Serviced Companion Loan Holder
on or prior to the most recent Distribution Date coinciding with or preceding such date of determination that are allocable to
principal of such Serviced Companion Loan and (ii) any adjustment to the principal balance of such Serviced Companion Loan
as a result of a reduction of principal by a bankruptcy court or as a result of a modification reducing the principal amount due
on such Serviced Companion Loan as of the Determination Date for the most recent Distribution Date coinciding with or preceding
such date of determination. Notwithstanding the foregoing, the Stated Principal Balance of a Mortgage Loan, Trust Subordinate
Companion Loan or other Serviced Companion Loan that has been paid in full or a Specially Serviced Loan with respect to which
the Special Servicer has made a Final Recovery Determination (or, in the case of an Outside Serviced Mortgage Loan, with respect
to which the Outside Special Servicer has made an equivalent determination) shall be zero from and after the Distribution Date
related to the Collection Period in which such payment or determination is made. The Stated Principal Balance of a Serviced Loan
Combination (including an REO Loan


 



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Combination), as of any date of determination, shall equal the sum of the then Stated Principal
Balances of the related Mortgage Loan (including an REO Mortgage Loan) and the related Serviced Companion Loan(s) (including any
related REO Companion Loan(s)).


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall or general servicing (as “servicing”
is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete
functions of the Servicing Criteria with respect to Mortgage Loans under the direction or authority of the Master Servicer, the
Special Servicer, the Certificate Administrator, the Trustee, an Additional Servicer, or a Sub-Servicer.


 


“Subordinate
Companion Loan”: A Companion Loan that, to the extent provided in the related Loan Documents and/or the related Co-Lender
Agreement, is generally subordinate in right of payment to the related Split Mortgage Loan. The only Subordinate Companion Loans
related to the Trust as of the Closing Date are evidenced by the Notes identified in the Loan Combination Table under the column
heading “Subordinate Companion Loan(s),” each of which Notes evidences a separate Subordinate Companion Loan.


 


“Subordinate
Companion Loan Holder”: The holder of a Subordinate Companion Loan (other than a Trust Subordinate Companion Loan).


 


“Subordinate
YM Certificates”: As defined in Section 4.01(d) of this Agreement.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(a) of this Agreement, 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. In the event that one or more Qualified Substitute
Mortgage Loans are substituted (at the same time by the same Mortgage Loan Seller) for one or more deleted Mortgage Loans, the
Substitution Shortfall Amount shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase
Prices of the Mortgage Loan or Mortgage Loans being replaced and the aggregate Stated Principal Balances of the related Qualified
Substitute Mortgage Loans.


 


“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 all or a material portion of
the 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. As of the Closing Date, the Sub-Servicer(s) set forth on Exhibit S
to this Agreement will be the Sub-Servicer for the related Mortgage Loan(s) set forth on Exhibit S to this Agreement.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer, an Additional Servicer or the Special Servicer (if it
is permitted to appoint sub-servicers pursuant to Section 3.01(c) of this Agreement), as the case may be, and any
Sub-Servicer relating to servicing and administration of Mortgage Loans as provided in Section 3.01(c) of this Agreement.


 


“Successful
Bidder”: As defined in Section 7.01(b) of this Agreement.


 






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“Tax
Returns”: The federal income tax return on IRS 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 under the REMIC Provisions, and the federal income tax return
to be filed by the Certificate Administrator on behalf of the Grantor Trust due to its classification as a grantor trust under
subpart E, part I of subchapter J of the Code, together with any and all other information, reports or returns
that may be required to be furnished to the Certificateholders and/or the Uncertificated Interest Owners or filed with the IRS
or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.


 


“Temporary
Regulation S Global Certificate”: As defined in Section 5.02(c)(i) of this Agreement.


 


“Terminated
Party”: As defined in Section 7.01(c) of this Agreement.


 


“Termination
Date”: The Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01.


 


“Termination
Purchase Amount”: As of any time of determination, an amount equal to the sum of (A) the aggregate Purchase Price
(excluding the amount described in clause (g) of the definition of “Purchase Price”) of all the Mortgage Loans
(exclusive of any successor REO Mortgage Loans with respect thereto) then included in the Trust and (B) the Appraised Value
of the Trust’s portion of each REO Property, if any, then included in the Trust, as determined by the Special Servicer (the
relevant appraisals for purposes of this clause (B) shall be obtained by the Special Servicer and prepared by an Appraiser
in accordance with MAI standards).


 


“Test”:
As defined in Section 11.01(b)(iv).


 


“Third
Party Reports”: With respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II
environmental report, seismic report or property condition report, if any.


 


“Threshold
Event Collateral”: As defined in Section 3.28(f).


 


“Transfer”:
Any direct or indirect transfer or other form of assignment of any Ownership Interest in a Class R Certificate.


 


“Transferee
Affidavit”: As defined in Section 5.03(p)(ii) of this Agreement.


 


“Transferor
Letter”: As defined in Section 5.03(p)(ii) of this Agreement.


 


“Treasury
Regulations”: Applicable final or temporary regulation of the U.S. Department of the Treasury.


 


“Trust”:
The trust created by this Agreement. The Trust shall be named “BMO 2022-C1 Mortgage Trust”.


 






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“Trust
Fund”: The corpus of the trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage
Loans and Trust Subordinate Companion Loans as from time to time are subject to this Agreement, together with the Mortgage Files
relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans and Trust
Subordinate Companion Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any
REO Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO
Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the
Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans and Trust
Subordinate Companion Loans required to be maintained pursuant to this Agreement and any proceeds thereof; (vi) the Trustee’s
rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under
any indemnities or guaranties given as additional security for any Mortgage Loan or Trust Subordinate Companion Loan; (viii) all
of the Trustee’s and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds
of the Mortgage Loans and Trust Subordinate Companion Loans deposited in the Collection Account, the Distribution Account, the
Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account and any REO
Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental indemnity agreements
relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements to the
extent assigned to the Trustee pursuant to Section 2.01 of this Agreement; (xi) the Lower-Tier Regular Interests,
the 360 Rosemary Regular Interests and the 111 River Street Regular Interests; (xii) the Loss of Value Reserve Fund; (xiii) any
Threshold Event Collateral; (xiv) any 111 River Street Threshold Event Collateral; and (xv) all Initial Interest Deposit Amounts.


 


“Trust
Loan”: Any Mortgage Loan (including any successor REO Mortgage Loan) or Trust Subordinate Companion Loan (including
any successor REO Companion Loan) held in the Trust Fund.


 


“Trust
Reimbursement Amount”: As defined in Section 3.06A(a) of this Agreement.


 


“Trust
Reimbursement Amount No.1”: As defined in Section 3.06(a) of this Agreement.


 


“Trust
Reimbursement Amount No.2”: As defined in Section 3.06A(a) of this Agreement.


 


“Trust
REMIC”: Each of the 360 Rosemary REMIC, the 111 River Street REMIC, the Lower-Tier REMIC and the Upper-Tier REMIC.


 


“Trust
Subordinate Companion Loan”: Each of 360 Rosemary Trust Subordinate Companion Loan and the 111 River Street Trust Subordinate
Companion Loan.


 






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“Trustee”:
Wilmington Trust, National Association, a national banking association, in its capacity as trustee, or its successor in interest,
or any successor trustee appointed as herein provided.


 


“Trustee
Personnel”: The divisions and individuals of the Trustee who are involved in the performance of the duties of the Trustee
under this Agreement.


 


“Trustee/Certificate
Administrator Fee”: With respect to each Trust Loan and for any Distribution Date, an amount accrued during the related
Interest Accrual Period at the Trustee/Certificate Administrator Fee Rate on, in the case of the initial Distribution Date, the
Cut-Off Date Balance of such Trust Loan and, in the case of any subsequent Distribution Date, the Stated Principal Balance of
such Trust Loan as of the close of business on the Distribution Date in the related 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 Trust Loan is computed and shall be prorated for partial periods. For the avoidance of
doubt, the Trustee/Certificate Administrator Fee shall be payable from the Lower-Tier REMIC.


 


“Trustee/Certificate
Administrator Fee Rate”: With respect to each Mortgage Loan and Trust Subordinate Companion Loan, a rate equal to 0.00709%
per annum.


 


“Uncertificated
111RR Interest”: An uncertificated interest in the Trust representing the right to receive or be allocated pursuant
to Section 4.01(n), 4.01(d), 4.01(j) a pro rata portion (based on the 111-VRR Percentage) of any 111 River Street Available
Funds and any Appraisal Reduction Amounts, Yield Maintenance Charges, Prepayment Interest Shortfalls allocated to or collected
in respect of the River Street Trust Subordinate Companion Loan. For the avoidance of doubt, the parties hereto agree not to treat
the Uncertificated 111RR Interest as a security under applicable law. F or tax reporting purposes, the Uncertificated 111RR Interest
will accrue interest at Net Mortgage Pass-Through Rate on the 111 River Street Trust Subordinate Companion Loan.


 


“Uncertificated
111RR Interest Balance”: With respect to the Uncertificated 111RR Interest, (a) as of any date of determination on or
prior to the first Distribution Date, an amount equal to the initial Uncertificated 111RR Interest Balance of the Uncertificated
111RR Interest as specified in the Preliminary Statement hereto, and (b) as of any date of determination after the first Distribution
Date, an amount equal to the Uncertificated 111RR Interest Balance of the Uncertificated 111RR Interest on the Distribution Date
immediately prior to such date of determination, after any actual distributions of principal thereon and allocations of applicable
Realized Losses thereto on such prior Distribution Date, and after any increases to the Uncertificated 111RR Interest Balance
on such prior Distribution Date (as and to the extent provided in Section 4.01(g) of this Agreement) in connection with
recoveries of Nonrecoverable Advances previously reimbursed out of collections of principal on the 111 River Street Subordinate
Trust Companion Loan.


 


“Uncertificated
111RR Interest Owner”: Any Person in whose name the Uncertificated 111RR Interest is registered on the Certificate Register
or other registry of ownership maintained by the Certificate Administrator.


 






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“Uncertificated
Interest Balance”: (a) With respect to the Uncertificated VRR Interest, the Uncertificated VRR Interest Balance; and
(b) With respect to the Uncertificated 111RR Interest, the Uncertificated 111RR Interest Balance.


 


“Uncertificated
Interest Owner”: The Uncertificated 111RR Interest Owner or the Uncertificated VRR Interest, as the context may require.


 


“Uncertificated
Interests”: The Uncertificated VRR Interest and the Uncertificated 111RR Interest, collectively.


 


“Uncertificated
VRR Interest”: An uncertificated interest in the Trust representing the right to receive or be allocated pursuant to
Section 4.01(c) a pro rata portion (based on the Combined Uncertificated VRR Interest Balance of the Combined Uncertificated
VRR Interest relative to the sum of the Certificate Balance of the Class VRR Certificates and the Combined Uncertificated VRR
Interest Balance) of any Combined Uncertificated VRR Available Funds and any Appraisal Reduction Amounts, Yield Maintenance Charges,
Prepayment Interest Shortfalls, and Excess Interest allocated to the Combined Uncertificated VRR Interest. The Combined Uncertificated
VRR Interest evidences beneficial ownership of a portion of the Class VRR Specific Grantor Trust Assets. For the avoidance of
doubt, the parties hereto agree not to treat the Combined Uncertificated VRR Interest as a security under applicable law. For
tax reporting purposes, the Combined Uncertificated VRR Interest will accrue interest at the WAC Rate in effect from time to time.
The Uncertificated VRR Interest represents undivided beneficial interests in the VRR Specific Grantor Trust Assets


 


“Uncertificated
VRR Interest Balance”: With respect to the Uncertificated VRR Interest, (a) as of any date of determination on or prior
to the first Distribution Date, an amount equal to the initial Uncertificated VRR Interest Balance of the Uncertificated VRR Interest
as specified in the Preliminary Statement hereto, and (b) as of any date of determination after the first Distribution Date, an
amount equal to the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest on the Distribution Date immediately
prior to such date of determination, after any actual distributions of principal thereon and allocations of applicable Realized
Losses thereto on such prior Distribution Date, and after any increases to the Uncertificated VRR Interest Balance on such prior
Distribution Date (as and to the extent provided in Section 4.01(g) of this Agreement) in connection with recoveries of
Nonrecoverable Advances previously reimbursed out of collections of principal on the Mortgage Loans.


 


“Uncertificated
VRR Interest Owner”: Any Person in whose name the Uncertificated VRR Interest is registered on the Certificate Register
or other registry of ownership maintained by the Certificate Administrator.


 


“Underwriter
Exemption”: Collectively, (a) Prohibited Transaction Exemption 2006-07, 71 Federal Register 32134 (June 2, 2006), granted
to a predecessor of BMO Capital Markets Corp., (b) Prohibited Transaction Exemption PTE 2000-33, 65 Fed. Reg. 37171 (June 13,
2000), granted to KeyBanc Capital Markets Inc. (formerly known as McDonald Investments Inc.), and (c) prohibited transaction exemption
granted to Deutsche Bank Securities Inc., Department Final Authorization Number 97 03E (December 9, 1996), each as amended by
PTE 2013-08, 78 Fed. Reg. 41,090 (July 9, 2013).


 






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“Underwriters”:
BMO Capital Markets Corp., KeyBanc Capital Markets Inc., Deutsche Bank Securities Inc., Bancroft Capital, LLC and Drexel Hamilton,
LLC.


 


“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 Fund, on the other, as part of a Workout-Delayed Reimbursement Amount
pursuant to subsections (ii) (B) and (C) of Section 3.06(a) of this Agreement but that
has not been recovered from the Mortgagor or otherwise from collections on or the proceeds of the Mortgage Loan or REO Property
in respect of which the Advance was made.


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the aggregate of: (a) all
Principal Prepayments received on the Mortgage Loans during the related Collection Period (or, in the case of the Outside Serviced
Mortgage Loans, all Principal Prepayments received during the period that renders them includable in the Aggregate Pooled Available
Funds for such Distribution Date); and (b) any other collections (exclusive of payments by Mortgagors) received on the Mortgage
Loans and, to the extent allocable to the related Mortgage Loan, on any REO Properties during the related Collection Period (or,
in the case of an Outside Serviced Mortgage Loan or any interest in REO Property acquired with respect thereto, all such proceeds
received during the period that renders them includable in the Aggregate Pooled Available Funds for such Distribution Date), whether
in the form of Liquidation Proceeds, Insurance Proceeds, Condemnation proceeds, net income, rents, and REO Proceeds or otherwise,
that were identified and applied by the Master Servicer (and/or, in the case of an Outside Serviced Mortgage Loan, the related
Outside Servicer) as recoveries of previously unadvanced principal of the related Mortgage Loan.


 


“Unsolicited
Information”: As defined in Section 11.01(b)(iii).


 


“Upper-Tier
REMIC”: A segregated asset pool within the Trust Fund consisting of the Lower-Tier Regular Interests, the 360 Rosemary
Regular Interests and the 111 River Street Regular Interests and amounts held from time to time in the Upper-Tier REMIC Distribution
Account.


 


“Upper-Tier
REMIC Distribution Account”: The trust account or accounts created and maintained as a separate trust account (or separate
sub-account within the same account as the Lower-Tier REMIC Distribution Account) or accounts by the Certificate Administrator
pursuant to Section 3.05(b) of this Agreement, which (subject to any changes in the identities of the Trustee and/or
the Certificate Administrator) shall be entitled “Computershare Trust Company, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of BMO 2022-C1 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1, and the Uncertificated Interest Owners, Upper-Tier
REMIC Distribution Account” and which must be an Eligible Account. The Upper-Tier REMIC Distribution Account shall be an
asset of the Upper-Tier REMIC.


 


“Upper-Tier
Residual Interest”: The sole class of “residual interests”, within the meaning of Code Section 860G(a)(2),
in the Upper-Tier REMIC and evidenced by the Class R Certificates.


 






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“U.S.
Tax Person”: A citizen or resident of the United States, a corporation, 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, 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 as of August 20, 1996 that have elected to be treated
as U.S. Tax Persons).


 


“Combined
Uncertificated VRR Allocation Percentage”: A percentage equal to the Uncertificated VRR Retained Percentage divided
by the Non-Uncertificated VRR Retained Percentage.


 


“Uncertificated
VRR Retained Percentage”: A fraction, expressed as a percentage, the numerator of which is the initial Combined Uncertificated
VRR Interest Balance of the Combined Uncertificated VRR Interest, and the denominator of which is the sum of (x) the aggregate
initial Certificate Balance of all Classes of Pooled Principal Balance Certificates and (y) the initial Uncertificated VRR Interest
Balance of the Combined Uncertificated VRR Interest.


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of
Certificates. At all times during the term of this Agreement, the Voting Rights shall be allocated among the respective Classes
of Certificateholders as follows: (a) 1% in the aggregate in the case of the respective Classes of the Interest-Only Certificates,
allocated pro rata based upon their respective Notional Amounts as of the date of determination (but only for so long as
the Notional Amount of at least one Class of Interest-Only Certificates is greater than zero), and (b) in the case of any
Class of Principal Balance Certificates, a percentage equal to the product of 99% (or, if the Notional Amounts of all Classes
of Interest-Only Certificates have been reduced to zero, 100%) and a fraction, the numerator of which is equal to the Certificate
Balance of such Class of Principal Balance Certificates as of the date of determination, and the denominator of which is equal
to the aggregate of the Certificate Balances of all Classes of the Principal Balance Certificates, in each case as of the date
of determination (provided that, if, but only if, expressly so provided herein in any circumstance, the allocation or exercise
of Voting Rights for any particular purpose shall take into account the allocation of Appraisal Reduction Amounts to notionally
reduce Certificate Balances). The Voting Rights of any Class of Certificates shall be allocated among Holders of Certificates
of such Class in proportion to their respective Percentage Interests. The Class S and Class R Certificates and the Uncertificated
Interests shall not be entitled to any Voting Rights.


 


“VRR
Interest”: All of the Class VRR Certificates collectively. The VRR Interest represents undivided beneficial interests
in a portion of the VRR Specific Grantor Trust Assets.


 


“VRR
Interest Distribution Amount”: With respect to the Combined Uncertificated VRR Interest for any Distribution Date, an
amount equal to the product of (A) the Combined Uncertificated VRR Allocation Percentage and (B) the aggregate amount of
interest distributed to the Holders of the Non-Uncertificated VRR Retained Pooled Regular Certificates pursuant to


 



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Sections 4.01(b)(i),
(iv), (vii), (x), (xiii), (xvi), (xix), (xxii), (xxv) and (xxviii)
on such Distribution Date.


 


“VRR
Interest Transfer Restriction Period”: With respect to the Aggregate VRR, the period from the Closing Date to the earlier
of: (i) the date that is latest of (A) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans
has been reduced to 33% of the aggregate Cut-off Date Balance of the Mortgage Loans, (B) the date on which the sum of the aggregate
outstanding Certificate Balance of all Classes of Pooled Principal Balance Certificates and the Uncertificated VRR Interest Balance
of the Uncertificated VRR Interest has been reduced to 33% of the sum of the aggregate outstanding Certificate Balance of all
Classes of Pooled Principal Balance Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest
as of the Closing Date, or (C) two (2) years after the Closing Date; or (ii) in the sole discretion of the Retaining Sponsor and
the Depositor, the date on which the provisions of Regulation RR applicable to the Retaining Sponsor, the Retaining Parties and
the securitization transaction contemplated by this Agreement are repealed in their entirety or are otherwise eliminated and the
Retaining Sponsor and the Depositor have determined that such repeal or elimination renders Regulation RR in its entirety inapplicable
(and that there are no other risk retention requirements under the Dodd-Frank Act that would be applicable) to the securitization
transaction contemplated by this Agreement.


 


“VRR
Principal Distribution Amount”: With respect to the Combined Uncertificated VRR Interest for any Distribution Date,
an amount equal to the product of (A) the Combined Uncertificated VRR Allocation Percentage and (B) the aggregate amount of principal
distributed to the Holders of the Non-Uncertificated VRR Retained Pooled Principal Balance Certificates pursuant to Sections 4.01(b)(ii),
(v), (viii), (xi), (xiv), (xvii), (xx), (xxiii), (xxvi) and (xxix)
and the penultimate paragraph of Section 4.01(b) on such Distribution Date.


 


“VRR
Realized Loss Interest Distribution Amount”: With respect to the Combined Uncertificated VRR Interest for any Distribution
Date, an amount equal to the product of (A) the Combined Uncertificated VRR Allocation Percentage and (B) the aggregate amount
of interest on related reimbursed Realized Losses distributed to the Holders of the Non-Uncertificated VRR Retained Pooled Principal
Balance Certificates pursuant to Sections 4.01(b)(iii), (vi), (ix), (xii), (xv), (xviii),
(xxi), (xxiv) and (xxvii) and (xxx) on such Distribution Date.


 


“VRR
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class VRR Upper-Tier Regular
Interest, together with all distributions thereon and proceeds thereof, (ii) the Uncertificated VRR Retained Percentage of any
Excess Interest collected on the ARD Mortgage Loans and (iii) the Uncertificated VRR Retained Percentage of amounts held
from time to time in the Excess Interest Distribution Account.


 


“VRR1
Interest”: As defined in the Preliminary Statement.


 


“VRR1
Risk Retention Consultation Party”: The Risk Retention Consultation Party selected by BMO.


 


“VRR2
Interest”: As defined in the Preliminary Statement.


 






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“VRR2
Risk Retention Consultation Party”: The Risk Retention Consultation Party selected by Sabal.


 


“WAC
Rate”: With respect to any Distribution Date, a per annum rate equal to the weighted average of the applicable
Net Mortgage Pass-Through Rates of the Mortgage Loans (including the REO Mortgage Loans) for such Distribution Date, weighted
on the basis of their respective Stated Principal Balances immediately prior to such Distribution Date.


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(22)
or successor provisions.


 


“WHFIT
Regulations”: Treasury Regulations section 1.671-5, as amended.


 


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(23) or successor
provisions.


 


“Withheld
Amounts”: As defined in Section 3.23 of this Agreement.


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, Trust Subordinate Companion Loan or Serviced Loan Combination,
the amount of any Advance made with respect to such Mortgage Loan, Trust Subordinate Companion Loan or Serviced Loan Combination
on or before the date such Mortgage Loan, Trust Subordinate Companion Loan or Serviced Loan Combination becomes (or, but for the
making of three monthly 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 is not reimbursed to the Person
who made such Advance on or before the date, if any, on which such Mortgage Loan, Trust Subordinate Companion Loan or Serviced
Loan Combination becomes a Corrected Loan and (ii) the amount of such Advance becomes a future obligation of the Mortgagor
to pay under the terms of 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 equal to the applicable Workout Fee Rate
applied to each collection of interest (excluding Default Interest and Excess Interest) and principal (other than any amount for
which a Liquidation Fee is paid) received on such Corrected Loan for so long as it remains a Corrected Loan; provided that
no Workout Fee shall be payable by the Trust with respect to such Corrected Loan if and to the extent that the Corrected Loan
became a Specially Serviced Loan under clause (g) of the definition of Specially Serviced Loan (and no other clause thereof)
and no mortgage loan event of default actually occurs, unless the Serviced Mortgage Loan (or Serviced Loan Combination, if applicable)
is modified by the Special Servicer in accordance with the terms hereof; provided, further, that if a Serviced Mortgage
Loan (or Serviced Loan Combination, if applicable) becomes a Specially Serviced Loan under this Agreement only because of an event
described in clause (a)(ii) of the definition of Specially Serviced Loan as a result of a payment default at maturity and
the related collection of interest and principal is received within 90 days following the related Maturity Date in connection
with the full and final payoff or refinancing of the related


 



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Serviced Mortgage Loan (or Serviced Loan Combination, if applicable),
the Special Servicer will not be entitled to collect a Workout Fee, but may collect and retain appropriate fees from the related
Mortgagor in connection with such workout; provided, further, that the Workout Fee with respect to any Specially
Serviced Loan that becomes a Corrected Loan under this Agreement shall be reduced by any Excess Modification Fees paid by or on
behalf of the related Mortgagor with respect to such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) as described
in the definition of Excess Modification Fees in this Agreement, but only to the extent those fees have not previously been deducted
from a Workout Fee or Liquidation Fee.


 


“Workout
Fee Rate”: A rate equal to the lesser of (a) 1.0% and (b) such lower rate as would result in a Workout Fee
of $1,000,000 when applied to each expected payment of principal and interest (other than Default Interest and Excess Interest)
on the subject Serviced Mortgage Loan (or related Serviced Loan Combination, if applicable) from the date such Mortgage Loan (or
related Serviced Loan Combination, if applicable) becomes a Corrected Loan, through and including the then-related maturity date;
provided that, if the rate in clause (a) above would result in a Workout Fee that would be less than $25,000 when
applied to each expected payment of principal and interest (other than Default Interest and Excess Interest) on the subject Serviced
Mortgage Loan (or related Serviced Loan Combination, if applicable) from the date such Serviced Mortgage Loan (or related Serviced
Loan Combination, if applicable) becomes a Corrected Loan through and including the then-related maturity date, then the Workout
Fee Rate shall be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000 when applied to each expected
payment of principal and interest (other than Default Interest and Excess Interest) on such Serviced Mortgage Loan (or related
Serviced Loan Combination, if applicable) from the date such Serviced Mortgage Loan (or related Serviced Loan Combination, if
applicable) becomes a Corrected Loan through and including the then-related maturity date.


 


“XML
Format”: Extensible markup language electronic format.


 


“Yield
Maintenance Charge”: With respect to any Mortgage Loan or Serviced Companion Loan, the yield maintenance charge or prepayment
premium, if any, payable under the related Note in connection with certain prepayments.


 


Section 1.02       
Certain Calculations. Unless otherwise specified herein, the following provisions shall apply:


 


(a)       
All calculations of interest with respect to the Mortgage Loans and Trust Subordinate Companion Loans shall be made in accordance
with the terms of the related Note and Mortgage.


 


(b)       
For purposes of distribution of Yield Maintenance Charges to the Pooled Certificateholders pursuant to Section 4.01(d)
of this Agreement on any Distribution Date, the Class of Non-Uncertificated VRR Retained Pooled Principal Balance
Certificates as to which the Non-Uncertificated VRR Retained Percentage of any prepayment shall be deemed to be distributed shall
be determined on the assumption that the portion of the Principal Distribution Amount paid to the Non-Uncertificated VRR Retained
Pooled Principal Balance Certificates on such Distribution Date in respect of principal shall consist first of the Non-Uncertificated
VRR Retained Percentage of scheduled payments included


 



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in the definition of Principal Distribution Amount and second of the Non-Uncertificated
VRR Retained Percentage of prepayments included in such definition.


 


(c)       
Any Mortgage Loan or Trust Subordinate Companion Loan payment is deemed to be received by the Trust Fund on the date such payment
is actually received by the Master Servicer, the Special Servicer or the Certificate Administrator; provided, however,
that for purposes of calculating distributions on the Certificates, Principal Prepayments with respect to any Mortgage Loan or
Trust Subordinate Companion Loan are deemed to be received on the date they are applied in accordance with Section 3.01(b)
of this Agreement to reduce the outstanding principal balance of such Mortgage Loan or Trust Subordinate Companion Loan on
which interest accrues.


 


(d)       
For purposes of calculating distributions on the Pooled Certificates and the Uncertificated VRR Interest and, in the absence of
express provisions in the related Loan Documents (and/or, with respect to each Outside Serviced Mortgage Loan, the related Outside
Servicing Agreement) to the contrary, for purposes of otherwise collecting amounts due under a Mortgage Loan, all amounts collected
by or on behalf of the Trust in respect of any Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds,
Condemnation Proceeds or Insurance Proceeds (excluding, if applicable, in the case of each Serviced Loan Combination, any amounts
payable to the holder(s) of the related Companion Loan(s) pursuant to the related Co-Lender Agreement) shall be deemed to be allocated
in the following order of priority:


 


(i)        
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan, and unpaid interest at the Advance Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the Trust
with respect to the related Mortgage Loan;


 


(ii)       
as a recovery of Nonrecoverable Advances with respect to the related Mortgage Loan and any interest on those Nonrecoverable Advances
at the Advance Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Pool (as described
in the first proviso in the definition of “Aggregate Principal Distribution Amount”);


 


(iii)     
to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest
on such Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all unpaid interest
(exclusive of Default Interest and Excess Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from
time to time through the end of the applicable Mortgage Loan interest accrual period, over (B) after taking into account
any allocations pursuant to clause (v) below on earlier dates, the aggregate portion of the accrued and unpaid interest described
in subclause (A) of this clause (iii) that either (1) was not advanced because of the reductions (if any) in the
amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.06(a) of
this Agreement in connection with related Appraisal Reduction Amounts or (2) accrued at the related


 



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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;


 


(iv)      
to the extent not previously so allocated pursuant to clause (i) or (ii) above, 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 (or, if the
Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 


(v)      
as a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of Default Interest and Excess Interest) to the
extent of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such
Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with related Appraisal
Reduction Amounts, plus (B) any 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 that collections have not been allocated
as recovery of such accrued and unpaid interest pursuant to this clause (v) on earlier dates);


 


(vi)     
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;


 


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


 


(viii)   
as a recovery of any Yield Maintenance Charge then due and owing under such Mortgage Loan;


 


(ix)      
as a recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan;


 


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


 


(xi)      
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 (and, 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);


 


(xii)     
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 






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(xiii)    
in the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, as a recovery of 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 Loan Documents) with respect to any partial release of a Mortgaged Property (including following a condemnation)
at a time when the loan-to-value ratio of the related Mortgage Loan or Serviced Loan Combination, as applicable, exceeds 125%,
or would exceed 125% following any partial release (based solely on the value of the real property and excluding personal property
and going concern value, if any) must be collected and allocated to reduce the principal balance of the Mortgage Loan or the related
Serviced Loan Combination in the manner permitted by the REMIC Provisions.


 


(e)       
Collections by or on behalf of the Trust in respect of any REO Property (exclusive of 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 Loan Combination, exclusive of any amounts payable to the holder(s) of the related Companion Loan(s) pursuant to the
related Co-Lender Agreement) shall be deemed to be allocated for purposes of calculating distributions on the Certificates and
(subject to any related Co-Lender Agreement and/or Outside Servicing Agreement) for purposes of otherwise collecting amounts due
under the Mortgage Loan in the following order of priority:


 


(i)        
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related REO
Mortgage Loan and interest at the Advance Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust
with respect to the related REO Mortgage Loan;


 


(ii)       
as a recovery of any Nonrecoverable Advances with respect to the related REO Mortgage Loan and any interest on those Nonrecoverable
Advances at the Advance Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Loans (as
described in the first proviso in the definition of “Aggregate Principal Distribution Amount”);


 


(iii)      
to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest
on the related REO Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all
unpaid interest (exclusive of Default Interest and Excess Interest) accrued on such REO Mortgage Loan at the applicable Mortgage
Rate in effect from time to time through the end of the applicable Mortgage Loan interest accrual period, over (B) after
taking into account any allocations pursuant to clause (v) below or clause (v) of Section 1.02(d) above
on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (A) of this clause (iii)
that either (1) was not advanced because of the reductions (if any) in the amount of related P&I Advances for the related
REO Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with Appraisal
Reduction Amounts or (2) accrued at the applicable Net Mortgage Rate on the portion of the


 



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Stated Principal Balance of such
REO 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;


 


(iv)      
to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of the related
REO Mortgage Loan to the extent of its entire unpaid principal balance;


 


(v)       
as a recovery of accrued and unpaid interest on the related REO Mortgage Loan (exclusive of Default Interest and Excess
Interest) to the extent of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I
Advances for such REO Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in
connection with related Appraisal Reduction Amounts, plus (B) any unpaid interest (exclusive of Default Interest and Excess
Interest) that accrued at the applicable Net Mortgage Rate on the portion of the Stated Principal Balance of such REO
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 that collections have not theretofore been allocated as a recovery of such accrued and unpaid
interest on earlier dates pursuant to this clause (v) or clause (v) of Section 1.02(d)
above);


 


(vi)      
as a recovery of any Yield Maintenance Charge then due and owing under the related REO Mortgage Loan;


 


(vii)     
as a recovery of any late payment charges and Default Interest then due and owing under the related REO Mortgage Loan;


 


(viii)    
as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under the related REO
Mortgage Loan;


 


(ix)      
as a recovery of any other amounts then due and owing under the related REO Mortgage Loan other than, if applicable, accrued and
unpaid Excess Interest (and, 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


 


(x)       
in the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, as a recovery of any accrued but unpaid Excess
Interest.


 


(f)       
The applications of amounts received in respect of any Mortgage Loan pursuant to paragraph (d) of this Section 1.02
shall be determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received
in respect of any Mortgage Loan or any REO Property pursuant to paragraph (e) of this Section 1.02 shall be determined
by the Special Servicer (unless such Mortgage Loan is, or such REO Property relates to, an Outside Serviced Mortgage Loan, in
which case such applications shall be determined by the Master Servicer) in accordance with the Servicing Standard.


 






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(g)       
For purposes of calculating distributions on the Loan-Specific Certificates and, in the absence of express provisions in the related
Loan Documents and/or the related Co-Lender Agreement to the contrary, for purposes of otherwise collecting amounts due under
a Trust Subordinate Companion Loan, all amounts collected by or on behalf of the Trust in respect of any Trust Subordinate Companion
Loan in the form of payments from the related Mortgagor, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (excluding
any amounts payable to the related Mortgage Loan pursuant to the related Co-Lender Agreement) shall be deemed to be allocated
in the following order of priority:


 


(i)        
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Trust
Subordinate Companion Loan, and unpaid interest at the Advance Rate on such Advances and, if applicable, unreimbursed and unpaid
expenses of the Trust with respect to the related Trust Subordinate Companion Loan;


 


(ii)       
as a recovery of Nonrecoverable Advances with respect to the related Trust Subordinate Companion Loan and any interest on those
Nonrecoverable Advances at the Advance Rate, to the extent previously paid or reimbursed from principal collections on the related
Trust Subordinate Companion Loan (as described in the first proviso in the definition of “Aggregate 111 River Street Principal
Distribution Amount” or “360 Rosemary Principal Distribution Amount”, as applcable);


 


(iii)      
to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest on
such Trust Subordinate Companion Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all
unpaid interest (exclusive of Default Interest and Excess Interest) accrued on such Trust Subordinate Companion Loan at the related
Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual period, over (B) after taking
into account any allocations pursuant to clause (v) below on earlier dates, the aggregate portion of the accrued and unpaid interest
described in subclause (A) of this clause (iii) that either (1) was not advanced because of the reductions (if any) in the amount
of related P&I Advances for such Trust Subordinate Companion Loan that have theretofore occurred under Section 4.06(a)
of this Agreement in connection with the related Appraisal Reduction Amounts or (2) accrued at the related Net Mortgage Rate
on the portion of the Stated Principal Balance of such Trust Subordinate Companion Loan equal to any related Collateral Deficiency
Amount in effect from time to time and as to which no P&I Advance was made;


 


(iv)     
to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of such Trust Subordinate
Companion Loan then due and owing, including by reason of acceleration of such Trust Subordinate Companion Loan following a default
thereunder (or, if such Trust Subordinate Companion Loan has been liquidated, as a recovery of principal to the extent of its
entire remaining unpaid principal balance);


 






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(v)       
as a recovery of accrued and unpaid interest on such Trust Subordinate Companion Loan (exclusive of Default Interest and Excess
Interest) to the extent of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances
for such Trust Subordinate Companion Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection
with related Appraisal Reduction Amounts, plus (B) any 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 Trust Subordinate Companion 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 that collections have not been allocated as recovery of such accrued and unpaid interest pursuant to this clause (v)
on earlier dates);


 


(vi)      
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 Trust Subordinate Companion Loan;


 


(vii)     
as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Trust Subordinate Companion
Loan;


 


(viii)    
as a recovery of any Yield Maintenance Charge then due and owing under such Trust Subordinate Companion Loan;


 


(ix)      
as a recovery of any late payment charges and Default Interest then due and owing under the Trust Subordinate Companion Loan;


 


(x)       
as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under such Trust Subordinate
Companion Loan;


 


(xi)      
as a recovery of any other amounts then due and owing under such Trust Subordinate Companion Loan other than remaining unpaid
principal and other than, if applicable, accrued and unpaid Excess Interest;


 


(xii)     
as a recovery of any remaining principal of such Trust Subordinate Companion Loan to the extent of its entire remaining unpaid
principal balance;


 


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 Loan Documents) with respect to any partial release of a related Mortgaged Property (including following
a condemnation) at a time when the loan-to-value ratio of the related Trust Subordinate Companion Loan exceeds 125%, or would
exceed 125% following any partial release (based solely on the value of the real property and excluding personal property and
going concern value, if any) must be collected and allocated to reduce the principal balance of such Trust Subordinate Companion
Loan in the manner permitted by the REMIC Provisions


 






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(h)       
Collections by or on behalf of the Trust in respect of any REO Property relating to a Trust Subordinate Companion Loan (exclusive
of amounts to be allocated to the payment of the costs of operating, managing, leasing, maintaining and disposing of such REO
Property and exclusive of any amounts payable to the related Mortgage Loan pursuant to the related Co-Lender Agreement) shall
be deemed to be allocated for purposes of calculating distributions on the related Loan-Specific Certificates and (subject to
the related Co-Lender Agreement) for purposes of otherwise collecting amounts due under such Trust Subordinate Companion Loan
in the following order of priority:


 


(i)        
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Trust Subordinate
Companion Loan and interest at the Advance Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust
with respect to such Trust Subordinate Companion Loan;


 


(ii)       
as a recovery of any Nonrecoverable Advances with respect to such Trust Subordinate Companion Loan and any interest on those Nonrecoverable
Advances at the Advance Rate, to the extent previously paid or reimbursed from principal collections on such Trust Subordinate
Companion Loan (as described in the first proviso in the definition of “Aggregate 111 River Street Principal Distribution
Amount” or “360 Rosemary Principal Distribution Amount”, as applcable);


 


(iii)     
to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid
interest on such Trust Subordinate Companion Loan (exclusive of Default Interest and Excess Interest) to the extent of the
excess of (A) all unpaid interest (exclusive of Default Interest and Excess Interest) accrued on such Trust Subordinate
Companion Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest
accrual period, over (B) after taking into account any allocations pursuant to clause (v) below or clause (v)
of Section 1.02(g) above on earlier dates, the aggregate portion of the accrued and unpaid interest described in
subclause (A) of this clause (iii) that either (1) was not advanced because of the reductions (if any) in the
amount of related P&I Advances for such Trust Subordinate Companion Loan that have theretofore occurred under Section 4.06(a)
of this Agreement in connection with related Appraisal Reduction Amounts or (2) accrued at the applicable Net Mortgage
Rate on the portion of the Stated Principal Balance of such Trust Subordinate Companion Loan equal to any related Collateral
Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


 


(iv)      
to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of such Trust
Subordinate Companion Loan to the extent of its entire unpaid principal balance;


 


(v)       
as a recovery of accrued and unpaid interest on such Trust Subordinate Companion Loan (exclusive of Default Interest and Excess
Interest) to the extent of the sum of (A) the cumulative amount of the reductions (if any) in the


 



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amount of related P&I Advances
for such Trust Subordinate Companion Loan that have theretofore occurred under Section 4.06(a) of this Agreement in
connection with related Appraisal Reduction Amounts, plus (B) any unpaid interest (exclusive of Default Interest and Excess Interest)
that accrued at the applicable Net Mortgage Rate on the portion of the Stated Principal Balance of such Trust Subordinate Companion
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 that collections have not theretofore been allocated as a recovery of such accrued and unpaid interest on earlier
dates pursuant to this clause (v) or clause (v) of Section 1.02(g) above);


 


(vi)      
as a recovery of any Yield Maintenance Charge then due and owing under such Trust Subordinate Companion Loan;


 


(vii)     
as a recovery of any late payment charges and Default Interest then due and owing under such Trust Subordinate Companion Loan;


 


(viii)    
as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under such Trust Subordinate
Companion Loan; and


 


(ix)       
as a recovery of any other amounts then due and owing under such Trust Subordinate Companion Loan other than, if applicable, accrued
and unpaid Excess Interest.


 


(i)        
The applications of amounts received in respect of any Trust Subordinate Companion Loan pursuant to paragraph (g) of this Section 1.02
shall be determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received
in respect of any Trust Subordinate Companion Loan or any REO Property pursuant to paragraph (h) of this Section 1.02
shall be determined by the Special Servicer in accordance with the Servicing Standard.


 


(j)        
All net present value calculations and determinations made hereunder with respect to the Mortgage Loans, the Serviced Companion
Loans or a Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard”, and
including, if and when applicable, with respect to an Outside Serviced Mortgage Loan or the related Mortgaged Property or any
related REO Property) shall be made using the Calculation Rate.


 


(k)       
For purposes of calculating Pass-Through Rates (where applicable) and distributions on, and allocations of applicable Realized
Losses (where applicable) to, the Certificates and the Uncertificated Interests, as well as for purposes of calculating the Servicing
Fee, the Trustee/Certificate Administrator Fee, the Operating Advisor Fee and the Asset Representations Reviewer Ongoing Fee payable
each month, each REO Property (including any REO Property with respect to an Outside Serviced Mortgage Loan held pursuant to an
Outside Servicing Agreement) will be treated as if the related Mortgage Loan and any related Companion Loan(s) had remained outstanding
and the related Loan


 



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Documents continued in full force and effect; and all references to “Mortgage Loan,” “Mortgage
Loans” or “Mortgage Pool” (or any other capitalized terms of which such terms are a part) in this Agreement,
when used in that context, will be deemed to also be references to or to also include, as the case may be, any related REO Mortgage
Loan, and all references to “Companion Loan,” “Companion Loans,” “Trust Subordinate Companion Loan”
or “Trust Subordinate Companion Loans” (or any other capitalized terms of which such terms are a part) in this Agreement,
when used in that context, will be deemed to also be references to or to also include, as the case may be, any related REO Companion
Loan. Each REO Loan will generally be deemed to have the same characteristics as its actual predecessor Mortgage Loan or Companion
Loan, as applicable, including the same fixed Mortgage Rate (and, accordingly, the same Net Mortgage Rate) and the same unpaid
principal balance and Stated Principal Balance. Amounts due on the predecessor Mortgage Loan or Companion Loan, as applicable,
including any portion of those 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, will continue to be “due”
in respect of the REO Loan; and amounts received in respect of the related REO Property, net of payments to be made, or reimbursements
to the Master Servicer or Special Servicer for payments previously advanced, in connection with the operation and management of
that property, generally will be applied by the Master Servicer as if received on the predecessor Mortgage Loan or Companion Loan,
as applicable.


 


Section 1.03    
Certain Constructions. (a) For purposes of this Agreement, references to the most or next most subordinate Class of
Non-Uncertificated VRR Retained Pooled Regular Certificates outstanding at any time shall mean the most or next most subordinate
Class of Non-Uncertificated VRR Retained Pooled Regular Certificates then outstanding as among the Class [A-1, Class A-2,
Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class
X-H, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class H] Certificates; provided,
however, that for purposes of determining the most subordinate Class of Non-Uncertificated VRR Retained Pooled Regular
Certificates, in the event that the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB Certificates
are the only Classes of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates outstanding, the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB and Class X-A Certificates together will be treated
as the most subordinate Class of Non-Uncertificated VRR Retained Pooled Regular Certificates. For purposes of this Agreement,
each Class of Certificates (other than the Class S and Class R Certificates) shall be deemed to be outstanding
only to the extent its respective Certificate Balance or Notional Amount has not been reduced to zero. For purposes of this Agreement,
the Class R Certificates shall be deemed to be outstanding so long as the Trust REMICs have not been terminated pursuant
to Section 9.01 of this Agreement.


 


(b)       
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:


 


(i)        
the terms defined in this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed
to include the other gender;


 






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(ii)       
references herein to “Articles”, “Sections”, “Subsections”, “Paragraphs” and other
subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions
of this Agreement;


 


(iii)      
a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the
same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;


 


(iv)      
the words “herein”, “hereof”, “hereunder”, “hereto”, “hereby” and
other words of similar import refer to this Agreement as a whole and not to any particular provision; and


 


(v)       
the terms “include” or “including” shall mean without limitation by reason of enumeration.


 


(c)       
For the avoidance of doubt, with respect to any indemnification provisions in this Agreement providing that the Trust is required
to indemnify a party to this Agreement, or a party to this Agreement is required to indemnify the Trust or another party to this
Agreement, for costs, fees and expenses, such costs, fees and expenses are intended to include costs (including, but not limited
to, reasonable attorney’s fees and expenses) of the enforcement of such indemnity.


 


Article
II



CONVEYANCE OF MORTGAGE LOANS AND TRUST SUBORDINATE COMPANION LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01    
Conveyance of Mortgage Loans and Trust Subordinate Companion Loans


 


(a)       
The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as BMO 2022-C1
Mortgage Trust, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise convey
to the Trustee (as holder of the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River Street Regular
Interests) in trust without recourse for the benefit of the Certificateholders and the Uncertificated Interest Owners all the
right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and
under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other than Section 5(e),
5(f), 5(h) (insofar as it relates to the delivery of the subject certification to the Depositor) and 5(m) (insofar as the indemnity
relates to the failure in clause (ii) of such section 5(m)), 6 (other than Sections 6(i), 6(j) and 6(k)) and (to the
extent related to the foregoing) 7, 11, 12, 13, 14, 16, 17, 18, 20, 22, 23 and 24 of each Mortgage Loan Purchase Agreement, (iii) each
Co-Lender Agreement, if any, (iv) each Trust Subordinate Companion Loan and (v) all Escrow Accounts, Lock-Box Accounts and all
other assets included or to be included in the Trust Fund for the benefit


 



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of the Certificateholders and the Uncertificated Interest
Owners. Such assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and
the Trust Subordinate Companion Loans (other than payments of principal and interest and other amounts due and payable on the
Mortgage Loans and the Trust Subordinate Companion Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights
and Obligations with respect to the Mortgage Loans and the Trust Subordinate Companion Loans). Such assignment of any Outside
Serviced Mortgage Loan is further subject to the terms and conditions of the applicable Outside Servicing Agreement and the related
Co-Lender Agreement. The transfer of the Mortgage Loans, the Trust Subordinate Companion Loans and the related rights and property
accomplished hereby is absolute and, notwithstanding Section 12.08 of this Agreement, is intended by the parties to
constitute a sale.


 


(b)       
In connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor shall
direct each Mortgage Loan Seller (pursuant to the related Mortgage Loan Purchase Agreement) to deliver to and deposit with (or
to cause to be delivered to and deposited with) the Custodian (on behalf of the Trustee), on or before the Closing Date, the Mortgage
File for each Mortgage Loan and Trust Subordinate Companion Loan, with copies (other than with respect to an Outside Serviced
Mortgage Loan) to be delivered, within five (5) Business Days after the Closing Date, to the Master Servicer. Notwithstanding
anything to the contrary contained herein, (A) with respect to an Outside Serviced Mortgage Loan as of the Closing Date, the preceding
document delivery requirements shall be deemed satisfied by the delivery by the applicable Mortgage Loan Seller to the Custodian
(on behalf of the Trustee) of (i) with respect to the documents and/or instruments referred to in clause (1) of the
definition of “Mortgage File”, executed originals of the related documents, and (ii) with respect to the documents
and/or instruments referred to in clauses (2) through (20) of the definition of “Mortgage File”, a copy of such
documents (with the actual such documents to be delivered to the applicable Outside Custodian under the applicable Outside Servicing
Agreement) and (B) with respect to a Servicing Shift Mortgage Loan, the related Mortgage File delivered to and deposited with
the Custodian (on behalf of the Trustee) as contemplated by the first sentence of this Section 2.01(b) shall, on or
after the related Servicing Shift Date, be transferred to the Outside Custodian related to the securitization of the related Pari
Passu Companion Loan evidenced by the related Servicing Shift Lead Note in accordance with the second paragraph of Section 2.01(c)
and with the expectation that the assignments referred to in clauses (4), (5) and (14) of the definition of “Mortgage
File” (to the extent that recordation of such item would have otherwise been required) will be recorded in the name of the
trustee for that securitization. None of the Certificate Administrator, the Trustee, the Custodian, the Master Servicer or the
Special Servicer shall be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the document delivery
requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b). Notwithstanding anything herein
to the contrary, with respect to letters of credit (exclusive of those relating to an Outside Serviced Mortgage Loan), the applicable
Mortgage Loan Seller shall deliver, on or before the Closing Date, to the Master Servicer and the Master Servicer shall hold the
original (or copy, if such original has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect an
assignment or amendment of such letter of credit (changing the beneficiary thereof to the Trustee (in care of the Master


 



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Servicer)
for the benefit of Certificateholders, the Uncertificated Interest Owners and, if applicable, the related Serviced Companion Loan
Holder, to the extent required in order for the Master Servicer to draw on such letter of credit on behalf of the Trustee for
the benefit of Certificateholders, the Uncertificated Interest Owners and, if applicable, the related Serviced Companion Loan
Holder in accordance with the applicable terms thereof and/or of the related Loan Documents)) and the applicable Mortgage Loan
Seller shall be deemed to have satisfied any delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)
by delivering, on or before the Closing Date, with respect to any letter(s) of credit a copy thereof to the Custodian together
with an Officer’s Certificate of the applicable Mortgage Loan Seller certifying that such document has been delivered to
the Master Servicer or an Officer’s Certificate from the Master Servicer certifying that it holds the letter(s) of credit
pursuant to this Section 2.01(b). If a letter of credit referred to in the previous sentence is not in a form that
would allow the Master Servicer to draw on such letter of credit on behalf of the Trustee for the benefit of Certificateholders,
the Uncertificated Interest Owners and, if applicable, the related Serviced Companion Loan Holder(s) in accordance with the applicable
terms thereof and/or of the related Loan Documents, the applicable Mortgage Loan Seller shall deliver the appropriate assignment
or amendment documents (or copies of such assignment or amendment documents if the related Mortgage Loan Seller has submitted
the originals to the related issuer of such letter of credit for processing) to the Master Servicer within 90 days of the
Closing Date; provided that with respect to a Servicing Shift Mortgage Loan, no such assignments shall be made until the earlier
of (i) the related Servicing Shift Date, in which case such assignments shall be made in accordance with the related Servicing
Shift Mortgage Loan Pooling and Servicing Agreement, and (ii) the earlier of (A) 180 days after the Closing Date and (B)
such time as any such letter of credit is required to be drawn upon by the Master Servicer, in which case such assignments shall
be made in favor of the Trustee for the benefit of the Certificateholders and the Uncertificated Interest Owners and for the benefit
of the holder(s) of the related Companion Loan(s), until the occurrence of the related Servicing Shift Date. Contemporaneous with
the securitization of the related Pari Passu Companion Loan evidenced by the related Servicing Shift Lead Note, any such letter
of credit shall be assigned to the related Outside Servicer or related Outside Trustee, as applicable, as provided in the related
Servicing Shift Mortgage Loan Pooling and Servicing Agreement. The applicable Mortgage Loan Seller shall pay any costs of assignment
or amendment of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf
of the Trustee for the benefit of Certificateholders, the Uncertificated Interest Owners and, if applicable, the related Serviced
Companion Loan Holder, and shall cooperate with the reasonable requests of the Master Servicer or the Special Servicer, as applicable,
in connection with effectuating a draw under any such letter of credit prior to the date such letter of credit is assigned or
amended in order that it may be drawn by the Master Servicer on behalf of the Trustee for the benefit of Certificateholders, the
Uncertificated Interest Owners and, if applicable, the related Serviced Companion Loan Holder.


 


Notwithstanding
anything to the contrary contained herein, with respect to each Co-sponsored Mortgage Loan, the obligations of each of the related
Applicable Co-sponsors to deliver a Mortgage Note (and any related allonge or assignment) to the Custodian shall be limited to
delivery to the Custodian of only the Mortgage Note(s) evidencing the portion of such Co-


 



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sponsored Mortgage Loan being sold by
such party (and any related allonge or assignment). With respect to each Co-sponsored Mortgage Loan, the obligations of the related
Applicable Co-sponsors to deliver the remaining portion of the related Mortgage File or any remaining document required to be
delivered with respect thereto shall be joint and several, provided that either of the related Applicable Co-sponsors may deliver
one Mortgage File (exclusive of the related Mortgage Notes) or one of any other remaining document required to be delivered with
respect to such Co-sponsored Mortgage Loan hereunder and such delivery shall satisfy the corresponding delivery requirements for
each of the related Applicable Co-sponsors.


 


With
respect to any Serviced Mortgage Loan secured by a Mortgaged Property that is subject to a franchise agreement with a related
comfort letter in favor of the related Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer
or assign any such related comfort letter to the Trustee for the benefit of the Certificateholders and the Uncertificated Interest
Owners (and, if applicable, the related Serviced Companion Loan Holder(s)) or have a new comfort letter (or any such new document
or acknowledgement as may be contemplated under the existing comfort letter) issued in the name of the Trustee for the benefit
of the Certificateholders and the Uncertificated Interest Owners (and, if applicable, the related Serviced Companion Loan Holder(s)),
the related Mortgage Loan Seller or its designee shall, within 45 days of the Closing Date (or any shorter period if required
by the applicable comfort letter), provide any such required notice or make any such required request to the related franchisor
for the transfer or assignment of such comfort letter or issuance of a new comfort letter (or any such new document or acknowledgement
as may be contemplated under the existing comfort letter), with a copy of such notice or request to the Custodian (who shall include
such document in the related Mortgage File) and the Master Servicer, 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), and the Master Servicer shall, as soon as reasonably practicable following
receipt thereof, deliver the original of such replacement comfort letter, new document or acknowledgement, as applicable, to the
Custodian for inclusion in the Mortgage File.


 


After
the Depositor’s transfer of the Mortgage Loans and the Trust Subordinate Companion Loans to the Trustee pursuant to this
Section 2.01(b), the Depositor shall not take any action inconsistent with the Trust’s ownership of the Mortgage
Loans and the Trust Subordinate Companion Loans.


 


(c)       
The Depositor hereby represents and warrants that each Mortgage Loan Seller has covenanted in the applicable Mortgage Loan Purchase
Agreement that it shall record and file, or cause a third party on its behalf to record and file, at the related Mortgage Loan
Seller’s expense, in the appropriate public recording office for real property records or UCC financing statements, as appropriate,
each related assignment of Mortgage and assignment of Assignment of Leases referred to in clause (4) of the definition of
“Mortgage File” and each related UCC-3 assignment referred to in clause (15) of the definition of “Mortgage
File”, in each case in favor of the Trustee. This subsection (c) shall not apply to any Outside Serviced
Mortgage Loan because the documents referred to herein have been assigned to the related Outside Trustee. Notwithstanding the
foregoing, with respect to a Servicing Shift Mortgage Loan: (A) the instruments of assignment referred to in clauses (4),
(5) and (14) in the definition of “Mortgage File” may be in blank and need not


 



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be recorded pursuant to this Agreement
(to the extent recordation would have otherwise been required) until the earliest of (i) the related Servicing Shift Date,
in which case such instruments shall be completed and, if applicable, recorded in accordance with the related Servicing Shift
Mortgage Loan Pooling and Servicing Agreement, and the related Mortgage Loan Seller shall deliver or cause the delivery of photocopies
of any such instruments of assignment so completed and recorded to the Custodian, (ii) such Servicing Shift Mortgage Loan
becomes a Specially Serviced Mortgage Loan prior to the related Servicing Shift Date, in which case such assignments shall be
completed and, if applicable, recorded in accordance with this Agreement upon such occurrence, and (iii) the expiration of
180 days following the Closing Date, in which case assignments shall be completed and, if applicable, recordations shall
be effected in accordance with this Agreement upon such occurrence; and (B) on or promptly following the related Servicing
Shift Date and upon the transfer of servicing of the related Servicing Shift Mortgage Loan to the related Outside Servicing Agreement
in accordance with the related Co-Lender Agreement, the Custodian shall deliver the originals of all documents constituting the
related Mortgage File and any other related Loan Documents (if not a part of the related Mortgage File) in its possession (other
than the documents described in clause (1) of the definition of “Mortgage File”) to the related Outside Trustee
or the Outside Custodian; provided that, prior to the delivery of any such original documents to the related Outside Trustee
or Outside Custodian, the Custodian shall make and retain photocopies of any and all documents so delivered to the related Outside
Trustee or the Outside Custodian; and provided, further, that, to the extent any instruments of assignment that are part of the
Mortgage File have been recorded or filed pursuant to this Agreement prior to the related Servicing Shift Date, the Trustee shall
execute and deliver assignments to the Outside Trustee.


 


The
Depositor hereby represents and warrants that the applicable Mortgage Loan Seller has covenanted in the related Mortgage Loan
Purchase Agreement as to each Mortgage Loan (exclusive of any Outside Serviced Mortgage Loan) and each Trust Subordinate Companion
Loan, that if it cannot deliver or cause to be delivered the documents and/or instruments referred to in clauses (2), (3)
and (6) (if recorded) and (15) of the definition of “Mortgage File” solely because of a delay caused by the public
recording or filing office where such document or instrument has been delivered for recordation or filing, as applicable, a copy
of the original certified by the applicable Mortgage Loan Seller or the title agent to be a true and complete copy of the original
thereof submitted for recording, shall be forwarded to the Custodian. Each assignment referred to in the prior paragraph that
is recorded and the file copy of each UCC-3 assignment referred to in the previous paragraph shall reflect that it should be returned
by the public recording or filing office to the Custodian or its agent following recording (or, alternatively, to the applicable
Mortgage Loan Seller or its designee, in which case the applicable Mortgage Loan Seller shall deliver or cause the delivery of
the recorded/filed original to the Custodian promptly following receipt); provided that, in those instances where the public
recording office retains the original assignment of Mortgage or assignment of Assignment of Leases, the applicable Mortgage Loan
Seller or its designee shall obtain and provide to the Custodian a certified copy of the recorded original. On a monthly basis,
at the expense of the applicable Mortgage Loan Seller, the Custodian shall forward to the Master Servicer a copy of each of the
aforementioned assignments following the Custodian’s receipt thereof.


 






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If
the Custodian has received written notice that any of the aforementioned assignments is lost or returned unrecorded or unfiled,
as the case may be, because of a defect therein, then the Custodian shall direct the applicable Mortgage Loan Seller (pursuant
to the Mortgage Loan Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor or cure such defect
or cause such defect to be cured, as the case may be, and to record or file, or with respect to any assignments that a third party
on the Mortgage Loan Seller’s behalf has agreed to record or file as described above, to deliver to such third party the
substitute or corrected document.


 


(d)       
In connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, except with respect
to any Outside Serviced Mortgage Loan, the Depositor shall direct the applicable Mortgage Loan Seller (pursuant to the related
Mortgage Loan Purchase Agreement) to deliver to and deposit with (or cause to be delivered to and deposited with) the Master
Servicer within five (5) Business Days after the Closing Date: (i) a copy of the Mortgage File; (ii) all documents and
records not otherwise required to be contained in the Mortgage File that (A) relate to the origination and/or servicing and
administration of the Mortgage Loans, the Trust Subordinate Companion Loans and any other related Serviced Companion Loan(s),
(B) are reasonably necessary for the ongoing administration and/or servicing of the Mortgage Loans (including any asset summaries
related to the Mortgage Loans that were delivered to the Rating Agencies in connection with the rating of the Certificates), the
Trust Subordinate Companion Loans or any other related Serviced Companion Loans or for evidencing or enforcing any of the rights
of the holder of the Mortgage Loans, the Trust Subordinate Companion Loans or any other related Serviced Companion Loans or holders
of interests therein, and (C) are in possession or under control of the applicable Mortgage Loan Seller; and (iii) all
unapplied Escrow Payments and reserve funds in the possession or under control of the applicable Mortgage Loan Seller that relate
to such Mortgage Loans, the Trust Subordinate Companion Loans and any other related Serviced Companion Loans, together with a
statement indicating which Escrow Payments and reserve funds are allocable to each Mortgage Loan, Trust Subordinate Companion
Loan or any other related Serviced Companion Loan; provided that the applicable Mortgage Loan Seller shall not be required
to deliver any draft documents, privileged or other related Mortgage Loan Seller communications, credit underwriting, due diligence
analyses or data, or internal worksheets, memoranda, communications or evaluations. The Master Servicer shall hold all such documents,
records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders and the Uncertificated Interest
Owners (and, insofar as they also relate to a Serviced Companion Loan held outside the Trust, on behalf of and for the benefit
of the applicable Serviced Companion Loan Holder). Notwithstanding anything to the contrary, the foregoing provisions of this
Section 2.01(d) shall not apply to the Outside Serviced Mortgage Loans. In addition, each Mortgage Loan Seller is
required, pursuant to the related Mortgage Loan Purchase Agreement, to provide to the Master Servicer the initial data with respect
to its Mortgage Loans and, in the case of BMO, its Trust Subordinate Companion Loans for the CREFC® Financial File
and the CREFC® Loan Periodic Update File that are required to be prepared by the Master Servicer pursuant to this
Agreement.


 






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(e)       
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver,
and hereby represents and warrants that it has delivered, to the Custodian and the Master Servicer, on or before the Closing Date,
a fully executed original counterpart of each Mortgage Loan Purchase Agreement, as in full force and effect, without amendment
or modification, on the Closing Date.


 


(f)        
With respect to a Serviced Loan Combination, the Custodian shall also hold the related Mortgage File for the use and benefit of
the related Serviced Companion Loan Holder(s).


 


(g)       
The parties to this Agreement acknowledge and agree, with respect to the Outside Serviced Mortgage Loans, that the Trust assumes
the obligations and rights of the holder of each Outside Serviced Mortgage Loan under the respective Co-Lender Agreement and/or
Outside Servicing Agreement.


 


(h)       
It is not intended that this Agreement create a partnership or a joint-stock association.


 


(i)        
The parties to this Agreement acknowledge that each Mortgage Loan Purchase Agreement provides that: (1) within sixty (60) days
after the Closing Date, the related Mortgage Loan Seller is required to deliver or cause to be delivered the Diligence File for
each of its Mortgage Loans to the Depositor by uploading such Diligence Files to the Designated Site; and (2) 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 is required to provide to the Depositor (with a copy (which may be sent by email if and to the extent provided
for in Section 12.04 of this Agreement) to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Custodian, the Controlling Class Representative, the Asset Representations Reviewer and the Operating
Advisor) an officer’s certificate signed by such Mortgage Loan Seller certifying that the electronic copies of the documents
uploaded to the Designated 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 requested by the Depositor
(the “Diligence File Certification”).The Depositor shall have no responsibility for determining whether any
Diligence Files delivered to it are complete and shall have no liability to the Trust or the Certificateholders or the Uncertificated
Interest Owners for the failure of any Mortgage Loan Seller to deliver a Diligence File (or a complete Diligence File) to the
Depositor.


 


(j)        
Within two (2) Business Day after the Closing Date, the Depositor shall deliver to the Master Servicer the Initial Schedule AL
File and the Initial Schedule AL Additional File in XML Format and Excel format at the following email address: KC_Investor_Reporting@KeyBank.com.


 


(k)       
The parties to this Agreement acknowledge that each Mortgage Loan Purchase Agreement provides that, contemporaneously with the
execution of such Mortgage Loan Purchase Agreement by the Depositor and the related Mortgage Loan Seller, the related Mortgage
Loan Seller is required to deliver to the Special Servicer a


 



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power of attorney (substantially in the form of Exhibit G
to such Mortgage Loan Purchase Agreement) that permits the Special Servicer to take such other action as is necessary to effect
the delivery, assignment and/or recordation of any documents and/or instruments relating to any related Mortgage Loan or, if applicable,
Trust Subordinate Companion Loan which have not been delivered, assigned or recorded at the time required for enforcement actions
by the Special Servicer on behalf of the Trust Fund.


 


(l)        
Notwithstanding anything else in this Agreement, the parties agree that the trust established under this Agreement will be treated
as a bare trust for Canadian federal income tax purposes.


 


Section 2.02    
Acceptance by the Trustee, the Custodian and the Certificate Administrator.


 


(a)       
The Trustee, by its execution and delivery of this Agreement, hereby accepts receipt, directly or through the Custodian on its
behalf, of (i) the Mortgage Loans, the Trust Subordinate Companion Loans and all documents delivered to it that constitute
portions of the related Mortgage Files and (ii) all other assets delivered to it and included in the Trust Fund, in good
faith and without notice of any adverse claim, and declares that it or the Custodian on its behalf holds and will hold such documents
and any other documents subsequently received by it that constitute portions of the Mortgage Files, and that the Custodian on
behalf of the Trustee holds and will hold the Mortgage Loans, the Trust Subordinate Companion Loans and such other assets, together
with any other assets subsequently delivered to it that are to be included in the Trust Fund, in trust for the exclusive use and
benefit of all present and future Certificateholders and the Uncertificated Interest Owners and, if applicable, the Serviced Companion
Loan Holders pursuant to Section 2.01(f) of this Agreement. With respect to each Serviced Loan Combination, the Custodian
shall also hold the portion of such Mortgage File that relates to any Serviced Companion Loan in such Loan Combination that is
held outside the Trust in trust for the use and benefit of the related Serviced Companion Loan Holder. In connection with the
foregoing, the Certificate Administrator, as the initial Custodian, hereby certifies to each of the other parties hereto, the
applicable Mortgage Loan Seller, each Underwriter and each Initial Purchaser that, as to each Mortgage Loan and Trust Subordinate
Companion Loan, (i) all documents specified in clause (1) of the definition of “Mortgage File” are in its
possession, and (ii) the original Note (or, if accompanied by a lost note affidavit, the copy of such Note) received by it
with respect to such Mortgage Loan or Trust Subordinate Companion Loan has been reviewed by it and (A) appears regular on
its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor), (B) appears
to have been executed (where appropriate) and (C) purports to relate to such Mortgage Loan or Trust Subordinate Companion
Loan, as applicable.


 


(b)       
On or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th day following
the Closing Date and monthly thereafter until the earliest of (i) the second anniversary of the Closing Date, (ii) the
day on which all exceptions have been removed and (iii) the day on which the applicable Mortgage Loan Seller has repurchased
or substituted for the last affected Trust Loan), the Custodian shall review the documents delivered to it with respect to each
Trust Loan, and the Custodian


 



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shall, subject to Sections 2.01(c), 2.02(c) and 2.02(d) of this Agreement
and the terms of the respective Mortgage Loan Purchase Agreements, certify in writing (substantially in the form of Exhibit N
to this Agreement) to each of the other parties hereto, the applicable Mortgage Loan Seller, each Underwriter and each Initial
Purchaser (and upon request, in the case of a Serviced Loan Combination that is held outside the Trust, to the related Serviced
Companion Loan Holder) that, as to each Mortgage Loan and Trust Subordinate Companion Loan then subject to this Agreement (except
as specifically identified in any exception report annexed to such certification, which exception report shall also be available
in electronic format (including Excel-compatible format) upon request): (i) all documents specified in clauses (1),
(2), (3), (4) (other than with respect to an Outside Serviced Mortgage Loan), (5), (6) (provided that the Custodian has been notified
of any related modification), (7), (15) and (20) (for each Mortgage Loan that is part of a Loan Combination and each Trust Subordinate
Companion Loan) of the definition of “Mortgage File” are in its possession; (ii) the recordation/filing contemplated
by Section 2.01(c) of this Agreement has been completed (based solely on receipt by the Custodian (whether that
is the Certificate Administrator or any other Custodian appointed by it) of the particular recorded/filed documents); (iii) all
documents received by the Custodian with respect to such Mortgage Loan or Trust Subordinate Companion Loan have been reviewed
by the Custodian and (A) appear regular on their face (handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Mortgagor), (B) appear to have been executed (where appropriate) and (C) purport
to relate to such Mortgage Loan or Trust Subordinate Companion Loan; and (iv) based on the examinations referred to in Section 2.02(a)
of this Agreement and this Section 2.02(b) and only as to the foregoing documents (together with any Loan Agreement
that has been delivered by the related Mortgage Loan Seller), the information set forth in the Mortgage Loan Schedule with respect
to the items specified in clauses (iv) and (v)(B) of the definition of “Mortgage Loan Schedule” accurately reflects
the information set forth in the Mortgage File. With respect to the items listed in clauses (2), (3), (4) and (6) of the
definition of “Mortgage File” if the original of such document is not in the Custodian’s possession because
it has not been returned from the applicable recording office, then the Custodian’s certification prepared pursuant to this
Section 2.02(b) should indicate the absence of such original. In addition, as it relates to the Outside Serviced Mortgage
Loans, with respect to the items listed in clauses (1), (2), (3), (4), (5), (6), (7), (15) and (20) of the definition of
“Mortgage File”, the Custodian’s certification prepared pursuant to this Section 2.02(b) should
indicate the absence of such document: (i) in the case of the item listed in clause (1) of the definition of “Mortgage
File”, unless the Custodian is in possession of the original of such document; and (ii) in the case of the items listed
in clauses (2), (3), (4), (5), (6), (7), (15) and (20) of the definition of “Mortgage File”, unless the Custodian
is in possession of a copy of such document. If the Custodian’s obligation to deliver the certifications contemplated in
this subsection terminates because two years have elapsed since the Closing Date, the Certificate Administrator shall deliver
(or cause any other Custodian appointed by it to deliver) a comparable certification to any party hereto, the Serviced Companion
Loan Holder and any Underwriter and any Initial Purchaser on request.


 


(c)       
It is acknowledged that none of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian
is under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers


 



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relating to the Trust Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable,
sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore,
none of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian shall have any
responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the
requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket
assignment is permitted in any applicable jurisdiction.


 


(d)       
The parties hereto hereby agree that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming
that the documents specified in clauses (1), (2), (3), (4) (other than with respect to an Outside Serviced Mortgage Loan),
(5), (6) (provided that the Custodian has been notified of any related modification), (7), (15) and (20) (for each Mortgage Loan
that is part of a Loan Combination and each Trust Subordinate Companion Loan) of the definition of “Mortgage File”
have been received, appear regular on their face and such additional information as will be necessary for delivering the certifications
required by Sections 2.02(a) and 2.02(b) of this Agreement, and such review is in no way intended to, nor shall
it be used to, verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or
indirectly be reflected in any offering document. Any review of the Mortgage Files by the Custodian and any certification with
respect thereto is not intended to, and shall not be deemed by the parties to this Agreement to, constitute “due diligence
services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2,
respectively, under the Exchange Act. Any recipient of the Custodian’s certification or a copy thereof by its receipt thereof
is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such certification with any NRSRO
or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.02(d) shall
relieve any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under and in
accordance with the terms of this Agreement.


 


(e)       
If, after the Closing Date, the Depositor comes into possession of any documents or records that constitute part of the Mortgage
File or Servicing File for any Trust Loan, the Depositor shall promptly deliver such document to the Custodian with a copy to
the Master Servicer (if it constitutes part of the Servicing File).


 


Section 2.03       
Mortgage Loan Sellers’ Repurchase, Substitution or Cures of Trust Loans for Document Defects in Mortgage Files and Breaches
of Representations and Warranties.


 


(a)       
If (i) any party hereto (other than the Asset Representations Reviewer) (A) discovers or receives notice alleging that
any document constituting a part of a Mortgage File has not been properly executed, is missing, contains information that does
not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear
to be regular on its face (each, a “Document Defect”) or (B) discovers or receives notice alleging a breach
of any representation or warranty of the applicable Mortgage Loan Seller made pursuant to Section 6(c) of the related Mortgage
Loan Purchase Agreement with respect to any Trust Loan (a “Breach”)


 



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or (ii) the Special Servicer or the
Depositor receives a Repurchase Request, then such Person shall give prompt written notice thereof to the applicable Mortgage
Loan Seller, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination
Event), the other parties hereto, any related Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5
Information Provider’s Website pursuant to Section 12.12 of this Agreement, the Rule 17g-5 Information Provider
(to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If any such Document Defect
or Breach materially and adversely affects, or any such Document Defect is deemed in accordance with Section 2.03(b)
of this Agreement to materially and adversely affect, the value of the related Mortgage Loan or Trust Subordinate Companion Loan,
the value of the related Mortgaged Property (or any related REO Property) or the interests of the Trustee or any Certificateholder
or any Uncertificated Interest Owner in the related Mortgage Loan or Trust Subordinate Companion Loan or the related Mortgaged
Property (or any related REO Property) or causes any Mortgage Loan or Trust Subordinate Companion Loan to fail to be a Qualified
Mortgage, then such Document Defect shall, subject to Section 2.03(b), constitute a “Material Document Defect”
or such Breach shall constitute a “Material Breach”, as the case may be. The Enforcing Servicer shall determine,
with respect to any affected Mortgage Loan (including any successor REO Mortgage Loan with respect thereto) or Trust Subordinate
Companion Loan (including any successor REO Companion Loan with respect thereto), whether a Document Defect is a Material Document
Defect or a Breach is a Material Breach. If such Document Defect or Breach has been determined to be a Material Defect, then the
Enforcing Servicer shall give prompt written notice to the other parties hereto, the Controlling Class Representative (prior
to the occurrence and continuance of a Consultation Termination Event), and the applicable Mortgage Loan Seller (and in the case
of the Sabal Mortgage Loans, with simultaneous notice to and demand on the Sabal Guarantor, as guarantor of payment in connection
with certain of Sabal’s obligations (as set forth in Section 24 of the Sabal Mortgage Loan Purchase Agreement) under the
Sabal Mortgage Loan Purchase Agreement, pursuant to the Sabal Mortgage Loan Purchase Agreement) (a) notifying such parties of
the existence of such Material Defect and (b) demanding that the applicable Mortgage Loan Seller, not later than 90 days
from the earlier of the applicable Mortgage Loan Seller’s (x) discovery of, and (y) receipt of notice of, and receipt of
a demand to take action with respect to, such Material Defect (or, in the case of a Material Defect relating to a Trust Loan not
being a Qualified Mortgage, not later than 90 days from any party discovering such Material Defect), cure the same in all
material respects (which cure shall include payment of losses and any Additional Trust Fund Expenses associated therewith (including,
if applicable, the amount of any fees of the Asset Representations Reviewer payable pursuant to the related Mortgage Loan Purchase
Agreement attributable to the Asset Review of such Mortgage Loan)) or, if such Material Defect cannot be cured within such
90 day period, either (before the end of such 90-day period) (i) repurchase the affected Trust Loan or any related REO
Property (or the Trust’s interest therein with respect to any Outside Serviced Mortgage Loan) at the applicable Purchase
Price by wire transfer of immediately available funds to the Collection Account or (ii) solely in the case of an affected Mortgage
Loan, substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan (provided that in no event shall
any such substitution occur on or after the second anniversary of the Closing Date and in no event


 



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shall any substitution be effected
with respect to a Trust Subordinate Companion Loan) and pay the Master Servicer for deposit into the Collection Account, any Substitution
Shortfall Amount in connection therewith, all in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement;
provided, however, that BMO may not repurchase the 111 River Street Trust Subordinate Companion Loan without repurchasing
the related Mortgage Loan (so long as there is a Material Defect with respect to each such Serviced Loan) and BMO may not repurchase
the 360 Rosemary Trust Subordinate Companion Loan without repurchasing the related Mortgage Loan (so long as there is a Material
Defect with respect to each such Serviced Loan); provided, further, that if (i) such Material Defect is capable
of being cured but not within such 90 day period, (ii) such Material Defect is not related to any Mortgage Loan or Trust
Subordinate Companion Loan not being a Qualified Mortgage and (iii) the applicable Mortgage Loan Seller has commenced and
is diligently proceeding with the cure of such Material Defect within such 90 day period, then such Mortgage Loan Seller
shall have an additional 90 days to complete such cure or, in the event of a failure to so cure, to complete such repurchase
or substitution (it being understood and agreed that, in connection with such Mortgage Loan Seller’s receiving such additional
90 day period, such Mortgage Loan Seller shall deliver an Officer’s Certificate to the Trustee, the Master Servicer,
the Special Servicer and the Certificate Administrator setting forth the reasons such Material Defect is not capable of being
cured within the initial 90 day period and what actions such Mortgage Loan Seller is pursuing in connection with the cure
thereof and stating that such Mortgage Loan Seller anticipates that such Material Defect will be cured within such additional
90 day period); and provided, further, that, if any such Material Defect is still not cured after the initial
90 day period and any such additional 90 day period solely due to the failure of such 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 every 30 days thereafter that the Material Defect is still in effect
solely because of its failure to have received the recorded document and that such Mortgage Loan Seller is diligently pursuing
the cure of such defect (specifying the actions being taken), except that no such deferral of cure, repurchase or substitution
may continue beyond the date that is 18 months following the Closing Date. If the affected Mortgage Loan or Trust Subordinate
Companion Loan is to be repurchased, the Master Servicer shall designate the Collection Account as the account to which funds
in the amount of the Purchase Price are to be wired. If the affected Mortgage Loan is to be substituted for, the Master Servicer
shall designate the Collection Account as the account to which funds in the amount of the Substitution Shortfall Amount are to
be wired. Any such repurchase or substitution of a Mortgage Loan shall be on a whole loan, servicing released basis. Monthly Payments
due with respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution,
and Monthly Payments due with respect to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced
after the related Cut-Off Date and received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior
to the related date of repurchase or substitution, shall be part of the Trust Fund. Monthly Payments due with respect to each
Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the month of substitution, and Monthly Payments


 



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due with respect to each Mortgage Loan or Trust Subordinate Companion Loan being repurchased or replaced and received by the Master
Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall not be part
of the Trust Fund and are to be remitted by the Master Servicer to the Mortgage Loan Seller effecting the related repurchase or
substitution promptly following receipt. From and after the date of substitution, each Qualified Substitute Mortgage Loan, if
any, that has been substituted shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes. No mortgage
loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03(a) if the Mortgage Loan
to be replaced was itself a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loan, in which case, absent
a cure (including by the making of a Loss of Value Payment pursuant to the following paragraph) of the relevant Material Defect,
the affected Mortgage Loan will be required to be repurchased.


 


Notwithstanding
the foregoing provisions of this Section 2.03(a), in lieu of the related Mortgage Loan Seller performing its obligations
with respect to any Material Defect as set forth in the preceding paragraph, to the extent that such Mortgage Loan Seller and
the Enforcing Servicer (in the case of a Mortgage Loan, subject to the consent of the Controlling Class Representative if and
for so long as the Controlling Class Representative is the applicable Directing Holder and, in the case of a Trust Subordinate
Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative if and for so long as
it is the applicable Directing Holder), are able to agree upon a cash payment payable by such Mortgage Loan Seller to the Trust
that would be deemed sufficient to compensate the Trust for such Material Defect (a “Loss of Value Payment”),
such Mortgage Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Trust, and the amount of
such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.06(c)
of this Agreement; provided that a Material Defect as a result of a Trust Loan not constituting a Qualified Mortgage
may not be cured by a Loss of Value Payment. In connection with the Enforcing Servicer’s reaching an agreement with a Mortgage
Loan Seller as to a Loss of Value Payment, the Master Servicer shall, upon the Enforcing Servicer’s request, promptly provide
the Enforcing Servicer with a copy of the Servicing File for such Trust Loan and any other information relating to such Trust
Loan and reasonably requested by the Enforcing Servicer. Any agreement by the Enforcing Servicer with a Mortgage Loan Seller as
to any Loss of Value Payment with respect to a Specially Serviced Loan shall be subject to the consent of the Controlling Class Representative
(if and for so long as the Controlling Class Representative is the applicable Directing Holder) and, in the case of the Trust
Subordinate Companion Loan, subject to the consent of the applicable Loan-Specific Controlling Class Representative (if and for
so long as such Loan-Specific Controlling Class Representative is the applicable Directing Holder). 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,
in the case of a Mortgage Loan, the portion of fees of the Asset Representations Reviewer attributable to any Asset Review of
such Mortgage Loan. Upon its making a Loss of Value Payment, the applicable Mortgage Loan Seller shall be deemed to have cured
the subject Material Defect in all respects. Provided that such Loss of Value Payment is made, this paragraph describes the sole
remedy available to the Certificateholders, the Uncertificated Interest Owners or the Trust regarding any such Material Defect
in respect of which such Loss of Value Payment is accepted, and the related Mortgage Loan Seller shall not be obligated to repurchase
or replace the affected Mortgage Loan or Trust Subordinate Companion


 



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Loan or otherwise cure such Material Defect. This paragraph
is intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer,
provided that, prior to any such agreement or settlement, nothing in this paragraph shall preclude the Mortgage Loan Seller
or the Enforcing Servicer, as applicable, from exercising any of its rights related to a Material Defect in the manner and within
the time frames 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 or Trust Subordinate Companion Loan).


 


In
the case of a Material Defect with respect to any BMO Co-sponsored Mortgage Loan, BMO shall be responsible for any remedies under
this Agreement and the BMO Mortgage Loan Purchase Agreement solely in respect of the portion of such BMO Co-sponsored Mortgage
Loan evidenced by the applicable BMO Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan. In the
case of a Material Defect with respect to any SMC Co-sponsored Mortgage Loan, SMC shall be responsible for any remedies under
this Agreement and the SMC Mortgage Loan Purchase Agreement solely in respect of the portion of such SMC Co-sponsored Mortgage
Loan evidenced by the applicable SMC Co-sponsored Note(s) as if such promissory note(s) were a separate Mortgage Loan.


 


If
(x) a Mortgage Loan is to be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y)
such Defective Mortgage Loan is part of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not
constitute a Material Defect as to the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the “Other
Crossed Loans”) (without regard to this paragraph), then the applicable Document Defect or Breach (as the case may be)
shall be deemed to constitute a Material Defect as to each such Other Crossed Loan for purposes of the above provisions, and the
related Mortgage Loan Seller shall be obligated to repurchase or replace each such Other Crossed Loan in accordance with the provisions
above unless, in the case of such Breach or Document Defect, as applicable:


 


(A)        
the related Mortgage Loan Seller (at its expense) delivers or causes to be delivered to the Trustee, the Master Servicer and the
Special Servicer an Opinion of Counsel to the effect that such Mortgage Loan Seller’s repurchase or replacement of only
the Mortgage Loan(s) as to which a Material Defect has actually occurred without regard to the provisions of this paragraph (the
“Affected Loan(s)”) and the operation of the remaining provisions of this Section 2.03(a) (i) will
not 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
subpart E, part I of subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding
and (ii) will not result in the imposition of a tax upon any Trust REMIC or the Trust Fund (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); and


 






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(B)        
each of the following conditions would be satisfied if the related Mortgage Loan Seller were to repurchase or replace only the
Affected Loans and not the Other Crossed Loans:


 


(1)       
the debt service coverage ratio for such Other Crossed Loan(s) (excluding the Affected Loan(s)) for the four calendar quarters
immediately preceding the repurchase or replacement is not less than the lesser of (A) 0.10x below the debt service coverage ratio
for the Cross-Collateralized Group (including the Affected Loan(s)) set forth in Annex A to the Prospectus and (B) the
debt service coverage ratio for the Cross-Collateralized Group (including the Affected Loan(s)) for the four preceding calendar
quarters preceding the repurchase or replacement;


 


(2)       
the loan-to-value ratio for the Other Crossed Loans (excluding the Affected Loan(s)) is not greater than the greatest of (A) the
loan-to-value ratio, expressed as a whole number percentage (taken to one decimal place), for the Cross-Collateralized Group (including
the Affected Loan(s)) set forth in Annex A to the Prospectus plus 10%, (B) the loan-to-value ratio, expressed
as a whole number percentage (taken to one decimal place), for the Cross-Collateralized Group (including the Affected Loan(s))
at the time of repurchase or replacement and (C) 75%; and


 


(3)        
either (x) the exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group
will not impair the ability to exercise remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized
Group or (y) the Loan Documents evidencing and securing the relevant Mortgage Loans have been modified in a manner that complies
with the related Mortgage Loan Purchase Agreement and this Agreement and that removes any threat of impairment of the ability
to exercise remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group as a result
of the exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group.


 


The
determination of the Enforcing Servicer as to whether the conditions set forth above have been satisfied shall be conclusive and
binding in the absence of manifest error on the Certificateholders, the Uncertificated Interest Owners, the other parties to this
Agreement and the related Mortgage Loan Seller. The Enforcing Servicer will be entitled to cause to be delivered, or direct the
related Mortgage Loan Seller to cause to be delivered, to the Enforcing Servicer an Appraisal of any or all of the related Mortgaged
Properties for purposes of determining whether the condition set forth in clause (B)(2) above has been satisfied, in each
case at the expense of the related Mortgage Loan Seller if the scope and cost of the Appraisal is approved by the related Mortgage
Loan Seller and, so long as a Consultation Termination Event has not occurred and is


 



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 not continuing, by the Controlling Class Representative
(such approval not to be unreasonably withheld in each case).


 


With
respect to any Defective Mortgage Loan that forms a part of a Cross-Collateralized Group and as to which the conditions described
in the second preceding paragraph are satisfied, such that the Trust Fund will continue to hold the Other Crossed Loans, the related
Mortgage Loan Seller and the Trustee, as successor to the Depositor, are bound by an agreement (set forth in the related Mortgage
Loan Purchase Agreement) to forbear from enforcing any remedies against the other’s Primary Collateral but each is permitted
to exercise remedies against the Primary Collateral securing its respective Mortgage Loans, including with respect to the Trustee,
the Primary Collateral securing the Affected Loan(s) still held by the Trust Fund. If the exercise of remedies by one such party
would impair the ability of the other such party to exercise its remedies with respect to the Primary Collateral securing the
Affected Loan or the Other Crossed Loans, as the case may be, held by the other such party, then both parties have agreed to forbear
from exercising such remedies unless and until the Loan Documents evidencing and securing the relevant Mortgage Loans can be modified
in a manner that complies with the related Mortgage Loan Purchase Agreement to remove the threat of impairment as a result of
the exercise of remedies. Any reserve or other cash collateral or letters of credit securing any of the Mortgage Loans that form
a Cross-Collateralized Group shall be allocated between such Mortgage Loans in accordance with the related Loan Documents, or
otherwise on a pro rata basis based upon their outstanding Stated Principal Balances. All other terms of the related Mortgage
Loans shall remain in full force and effect, without any modification thereof. The provisions of this paragraph shall be binding
on all future holders of each Mortgage Loan that forms part of a Cross-Collateralized Group.


 


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 (a) in the case of
any BMO Co-sponsored Mortgage Loan, with respect to BMO, the applicable portion of such BMO Co-sponsored Mortgage Loan evidenced
by the applicable BMO Co-sponsored Note(s), or (b) in the case of any SMC Co-sponsored Mortgage Loan, with respect to SMC, the
applicable portion of such SMC Co-sponsored Mortgage Loan evidenced by the applicable SMC Co-sponsored Note(s)) if (i) the affected
Mortgaged Property(ies) may be released pursuant to the terms of any partial release provisions in the related Loan Documents
(and such Mortgaged Property(ies) is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements,
if any, set forth in the related Loan Documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect
that such release would not (A) cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify
as a grantor trust or (B) result in the imposition of a tax upon any Trust REMIC or the Trust and (iii) each Rating Agency
has provided a Rating Agency Confirmation.


 


To
the extent necessary and appropriate, the Master Servicer or Special Servicer, as applicable, shall execute (pursuant to a limited
power of attorney provided by the Trustee that enables the Master Servicer or Special Servicer, as applicable, to execute) the
modification of the Loan Documents that complies with the applicable Mortgage Loan Purchase Agreement to remove the threat of
impairment of the ability of the Mortgage Loan Seller or the Trust Fund to exercise its remedies with respect to the Primary Collateral
securing the Mortgage Loan(s) held by such


 



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party resulting from the exercise of remedies by the other such party; provided
that the Trustee shall not be liable for any misuse of any such power of attorney by the Master Servicer or Special Servicer,
as applicable, or any of its agents or subcontractors. The Master Servicer shall advance all costs and expenses incurred by the
Trustee, the Special Servicer and the Master Servicer with respect to any Cross-Collateralized Group pursuant to this paragraph
and the first, second and third preceding paragraphs, and such advances and interest thereon shall (i) constitute and be
reimbursable as Property Advances and (ii) be included in the calculation of Purchase Price for the Affected Loan(s) to be repurchased
or replaced. Neither the Master Servicer nor the Special Servicer shall be liable to any Certificateholder, any Uncertificated
Interest Owner or any other party hereto if a modification of the Loan Documents described above cannot be effected for any reason
beyond the control of the Master Servicer or the Special Servicer or should not be effected as determined by the Master Servicer
or Special Servicer, as applicable, in accordance with the Servicing Standard.


 


If
the Master Servicer, the Special Servicer or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase
Request of which notice has been previously received or given and which withdrawal is by the Person making such Repurchase Request
(a “Repurchase Request Withdrawal”), such party shall give written notice of such Repurchase Request Withdrawal
to the applicable Mortgage Loan Seller, the other parties hereto, the Controlling Class Representative (prior to the occurrence
and continuance of a Consultation Termination Event), any Serviced Companion Loan Holder (if applicable) and, for posting to the
Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5
Information Provider (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If the
Master Servicer or the Special Servicer receives a Repurchase Communication that any Mortgage Loan or Trust Subordinate Companion
Loan that was subject of a Repurchase Request has been repurchased or replaced (a “Repurchase”), or that such
Repurchase Request has been rejected (a “Repurchase Request Rejection”), then the Master Servicer or the Special
Servicer, as applicable, shall (in accordance with the following paragraph) give written notice of such Repurchase or Repurchase
Request Rejection to the other such party, the Depositor, the applicable Mortgage Loan Seller (unless it is the entity that has
repurchased or replaced the subject Mortgage Loan or Trust Subordinate Companion Loan or rejected such Repurchase Request), and
the Certificate Administrator (in each case unless the proposed recipient is the party that notified the Master Servicer or the
Special Servicer, as applicable, thereof).


 


Each
notice of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection required to be given
by a party pursuant to this Section 2.03(a) (each, a “Rule 15Ga-1 Notice”) shall be given
no later than ten (10) Business Days after receipt of a Repurchase Communication of such Repurchase Request, Repurchase Request
Withdrawal, Repurchase or Repurchase Request Rejection, as applicable, and shall include (i) the identity of the related
Mortgage Loan or Trust Subordinate Companion Loan and the Person making the Repurchase Request, (ii) the date that the Repurchase
Communication regarding the Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection was
received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and
(iv) in the case of Rule 15Ga-1 Notices provided by the Special Servicer with respect to a Repurchase Request, a statement
as to whether the Special Servicer currently plans to pursue such Repurchase Request.


 






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If
the Trustee, the Master Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or
the Custodian receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a
Repurchase Request Rejection, then such party shall promptly forward such Repurchase Communication of such Repurchase Request,
Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection to the Special Servicer and, prior to the occurrence
and continuance of a Consultation Termination Event, the Controlling Class Representative, and include the following statement
in the related correspondence: “This is a Repurchase Communication regarding [a “Repurchase Request”] [a “Repurchase
Request Withdrawal”] [a “Repurchase”] [a “Repurchase Request Rejection”] under Section 2.03(a)
of the Pooling and Servicing Agreement relating to the BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-C1, requiring action by you as the recipient of such [Repurchase Request] [Repurchase Request Withdrawal] [Repurchase]
[Repurchase Request Rejection] thereunder”. Upon receipt of any Repurchase Communication of a Repurchase Request, Repurchase
Request Withdrawal, Repurchase or Repurchase Request Rejection by the Special Servicer pursuant to the foregoing provisions of
this paragraph, the Special Servicer shall be deemed to be the recipient of such Repurchase Communication of such Repurchase Request,
Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, and the Special Servicer shall comply with the notice
procedures set forth in the preceding paragraphs of this Section 2.03(a) with respect to such Repurchase Communication
of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection.


 


No
Person that is required to provide a Rule 15Ga-1 Notice pursuant to this Section 2.03(a) (a “Rule 15Ga-1
Notice Provider”) shall be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client
privilege or attorney work product doctrines. Each Mortgage Loan Purchase Agreement will provide that (i) any Rule 15Ga-1
Notice provided pursuant to this Section 2.03(a) is so provided only to assist the related Mortgage Loan Seller, the
Depositor and their respective Affiliates to comply with Rule 15Ga-1, 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 Rule 15Ga-1 Notice Provider and (B) no
information provided pursuant to this Section 2.03(a) by a Rule 15Ga-1 Notice Provider in a Rule 15Ga-1
Notice shall be deemed to constitute a waiver or defense to the exercise of any legal right the Rule 15Ga-1 Notice Provider
may have with respect to the related Mortgage Loan Purchase Agreement, including with respect to any Repurchase Request that is
the subject of a Rule 15Ga-1 Notice.


 


On
or before the Closing Date, the Depositor shall deliver to the Master Servicer a copy of each Mortgage Loan Purchase Agreement,
which the Master Servicer shall provide to each Sub-Servicer.


 


(b)       
Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated in this Section 2.03, and further subject
to Section 2.01(b) and Section 2.01(c) of this Agreement, failure of such Mortgage Loan Seller to deliver
the documents referred to in clauses (1), (2), (7), (8) and (18) in the definition of “Mortgage File” in accordance
with this Agreement and the applicable Mortgage Loan Purchase Agreement for any Mortgage Loan or Trust Subordinate Companion Loan
shall be deemed a Material Document Defect; provided, however, that no Document Defect (except a deemed Material
Document Defect described above) shall be considered to be a Material


 



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Document Defect unless the document with respect to which
the Document Defect exists is required in connection with an imminent enforcement of the lender’s rights or remedies under
the related Mortgage Loan or Trust Subordinate Companion Loan, defending any claim asserted by any Mortgagor or third party with
respect to the related Mortgage Loan or Trust Subordinate Companion Loan, establishing the validity or priority of any lien on
any collateral securing the related Mortgage Loan or Trust Subordinate Companion Loan or for any immediate significant servicing
obligation.


 


Notwithstanding
any provision of this Agreement, if a Mortgage Loan or Trust Subordinate Companion Loan is not secured by a Mortgaged Property
that is, in whole or in part, a hotel, restaurant (operated by a Mortgagor), healthcare facility, nursing home, assisted living
facility, self-storage facility, theater or fitness center (operated by a Mortgagor), then the failure to deliver copies of the
UCC financing statements with respect to such Mortgage Loan or Trust Subordinate Companion Loan shall not be a Material Defect.


 


(c)       
In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan or Trust Subordinate
Companion Loan pursuant to this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master
Servicer and the Special Servicer shall each tender to the applicable repurchasing entity, upon delivery to each of them of a
receipt executed by the applicable repurchasing entity evidencing such repurchase or substitution, all portions of the Mortgage
File and other documents (including, without limitation, the Servicing File), and all Escrow Payments and reserve funds, pertaining
to such Mortgage Loan or Trust Subordinate Companion Loan possessed by it, and each document that constitutes a part of the Mortgage
File shall be endorsed or assigned to the extent necessary or appropriate to the applicable Mortgage Loan Seller or its designee
in the same manner, but only if the respective documents have been previously assigned or endorsed to the Trustee, and pursuant
to appropriate forms of assignment, substantially similar to the manner and forms pursuant to which such documents were previously
assigned to the Trustee or as otherwise reasonably requested to effect the retransfer and reconveyance of the Mortgage Loan or
Trust Subordinate Companion Loan and the security thereof to the Mortgage Loan Seller or its designee; provided that such
tender by the Trustee, the Certificate Administrator and/or and the Custodian shall be conditioned upon its receipt from the Master
Servicer of a Request for Release and an Officer’s Certificate to the effect that the requirements for repurchase or substitution
have been satisfied. The Master Servicer shall, and is hereby authorized and empowered by the Trustee to, prepare, execute and
deliver in its own name, on behalf of the Certificateholders, the Uncertificated Interest Owners and the Trustee or any of them,
the endorsements and assignments contemplated by this Section 2.03(c), and such other instruments as may be necessary
or appropriate to transfer title to an REO Property (including with respect to an Outside Serviced Mortgage Loan) in connection
with the repurchase of, or substitution for, an REO Mortgage Loan and the Trustee shall execute and deliver any powers of attorney
necessary to permit the Master Servicer to do so; provided, however, that the Trustee shall not be held liable for
any misuse of any such power of attorney by the Master Servicer or any of its agents or subcontractors. The parties to this Agreement
acknowledge that the related Mortgage Loan Purchase Agreement provides that in the event a Qualified Substitute Mortgage Loan
is substituted for a Defective Mortgage Loan by the related Mortgage Loan Seller as contemplated by this


 



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Section 2.03,
the related Mortgage Loan Seller will be required to deliver to the Custodian the related Mortgage File and to the Master Servicer
all Escrow Payments and reserve funds pertaining to such Qualified Substitute Mortgage Loan possessed by it and a certification
to the effect that such Qualified Substitute Mortgage Loan satisfies all of the requirements of the definition of “Qualified
Substitute Mortgage Loan” in this Agreement.


 


The
parties to this Agreement acknowledge that the related Mortgage Loan Purchase Agreement provides that if any Mortgage Loan is
to be repurchased or replaced as contemplated by this Section 2.03, the related Mortgage Loan Seller will be required
to amend the Mortgage Loan Schedule (as such term is defined in the related Mortgage Loan Purchase Agreement) to reflect the removal
of any deleted Mortgage Loan and, if applicable, the substitution of the related Qualified Substitute Mortgage Loan(s) and deliver
or cause the delivery of such amended Mortgage Loan Schedule (as such term is defined in the related Mortgage Loan Purchase Agreement)
to the parties to this Agreement. Upon any substitution of a Qualified Substitute Mortgage Loan for a deleted Mortgage Loan, such
Qualified Substitute Mortgage Loan shall become part of the Trust Fund and be subject to the terms of this Agreement in all respects.


 


Reference
is hereby made to the Mortgaged Property located at 806-820 N.W. 10thTerrace, Ft. Lauderdale, Florida 33311 (the “Fort
Lauderdale Small Bay Warehouses Mortgaged Property”). If the Trust, the Uncertificated Interest Owners and/or the Certificateholders,
or the interests thereof in the related Mortgage Loan, are in any manner materially and adversely affected by the adjudication
decision (including, without limitation, upon appeal) of a court or other tribunal in that certain action commenced in the Circuit
Court of the 15th Judicial District in and for Palm Beach County, Florida, as Filing number 143982669, by 1112 Development, LLC,
on February 15, 2022 (the “Fort Lauderdale Small Bay Warehouses Action”), including, without limitation, a
decision that results or would result in a transfer of the related Mortgagor’s ownership of the Fort Lauderdale Small Bay
Warehouses Mortgaged Property, then within 90 days following the earliest of (a) the rendering of such decision (provided that
such decision constitutes an unappealable and final (including, without limitation, by reason of the expiration of the relevant
appeal period) adjudication decision of the subject court or other tribunal and the Mortgagor has not previously paid off in full
the related Mortgage Loan, including the full payment of the Prepayment Consideration then owed under the related Mortgage Note
(or, if such repurchase is prior to the Permitted Yield Maintenance Date, the Yield Maintenance Amount that would then be due
in connection with a Default Prepayment)), (b) the relevant party determining not to appeal such decision and (c) the occurrence
(during the relevant appeal period for such decision or while such decision is being appealed) of a monetary default of the related
Mortgage Loan or a nonmonetary default of the related Mortgage Loan, which nonmonetary default results in a transfer of the related
Mortgage Loan to special servicing under the Pooling and Servicing Agreement, the Seller shall repurchase the related Mortgage
Loan at a price equal to the applicable Purchase Price plus the corresponding Prepayment Consideration that would be due in connection
with a voluntary prepayment of the Mortgage Loan in full by the related Mortgagor (or, if such repurchase is prior to the Permitted
Yield Maintenance Date, the Yield Maintenance Amount that would then be due in connection with a Default Prepayment). In addition,
to the extent not otherwise covered by the price paid by the Seller in connection with any repurchase contemplated by the immediately
preceding sentence, and regardless of whether any repurchase would be required by the immediately preceding sentence, if as a
result of any consummation of transfer of legal title ordered under the Fort Lauderdale Small Bay Warehouses


 



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Action the related
Mortgage Loan is prepaid without any corresponding Prepayment Consideration or Yield Maintenance Amount, as applicable, under
the related Mortgage Note, the Seller shall pay the Trust, upon notice within 5 Business Days, the corresponding Prepayment Consideration
that would then be due in connection with a voluntary prepayment of the Mortgage Loan by the related Mortgagor or the Yield Maintenance
Amount that would be due in connection with a Default Prepayment, as applicable under the circumstances. Furthermore, to the extent
not otherwise covered by the price paid by the Seller in connection with any repurchase contemplated by the second preceding sentence,
and regardless of whether any repurchase would be required by the second preceding sentence, the Seller shall indemnify the Trust
against any and all expenses, losses, claims, damages and other liabilities arising out of or based upon any Fort Lauderdale Small
Bay Warehouses Action or the subject matter thereof, including, without limitation, costs of investigation and legal defense,
that have not been timely paid by the related Mortgagor or are not required to be paid by the related Mortgagor. For purposes
of this paragraph, “Prepayment Consideration”, “Permitted Yield Maintenance Date”, “Yield Maintenance
Amount” and “Default Prepayment” shall have the respective meanings assigned thereto in the Mortgage Note for
the related Mortgage Loan.


 


(d)       
The related Mortgage Loan Purchase Agreement provides the sole remedies available to the Certificateholders and the Uncertificated
Interest Owners, or the Trustee on behalf of the Certificateholders and the Uncertificated Interest Owners, respecting any Document
Defect or Breach with respect to any Mortgage Loan or Trust Subordinate Companion Loan. For purposes of this Agreement, any purchase,
replacement or payment of any Loss of Value Payment by the Sabal Guarantor, on behalf of Sabal, of or with respect to any Mortgage
Loan for which Sabal is the related Mortgage Loan Seller shall be deemed a purchase, replacement or payment of Loss of Value Payment,
as applicable, by Sabal.


 


(e)       
The parties to this Agreement acknowledge, with respect to each Outside Serviced Mortgage Loan, that the related Mortgage Loan
Purchase Agreement provides that if a “material document defect” (as such term or any analogous term is defined in
the related Outside Servicing Agreement) exists under the related Outside Servicing Agreement with respect to the related Pari
Passu Companion Loan that is included in the Outside Securitization Trust established under the related Outside Servicing Agreement,
and such Pari Passu Companion Loan is repurchased by or on behalf of the related Mortgage Loan Seller (or other responsible repurchasing
entity) from such Outside Securitization Trust as a result of such “material document defect” (as such term or any
analogous term is defined in such Outside Servicing Agreement), then the related Mortgage Loan Seller will be required to repurchase
such Outside Serviced Mortgage Loan; provided, however, that such repurchase obligation does not apply to any “material
document defect” (as such term or any analogous term is defined in the related Outside Servicing Agreement) related solely
to the promissory note for the subject Pari Passu Companion Loan.


 


(f)       
(i) In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage
Loan or Trust Subordinate Companion Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material
Defect with respect to such Mortgage Loan or Trust Subordinate Companion Loan and setting forth the basis for such allegation
(a “Certificateholder


 



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 Repurchase Request”), such party shall promptly forward that Certificateholder Repurchase
Request to the Enforcing Servicer, and the Enforcing Servicer shall promptly forward that Certificateholder Repurchase Request
to the applicable Mortgage Loan Seller and each other party to this Agreement.


 


(ii)       
In the event that any of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
or the Operating Advisor (solely in its capacity as operating advisor) determines that a Mortgage Loan or Trust Subordinate Companion
Loan should be repurchased or replaced due to a Material Defect, or has knowledge of a Material Defect with respect to a Mortgage
Loan or Trust Subordinate Companion Loan, then such party shall deliver prompt written notice of such Material Defect to the Enforcing
Servicer identifying the applicable Mortgage Loan or Trust Subordinate Companion Loan and setting forth the basis for such allegation
(a “PSA Party Repurchase Request”). Notwithstanding anything to the contrary in the first sentence of this
clause (ii) or any other provision of this Agreement, the Trustee may, but is not obligated to, make a determination that
a Mortgage Loan or Trust Subordinate Companion Loan should be repurchased or replaced due to a Material Defect. The Enforcing
Servicer shall promptly forward such PSA Party Repurchase Request to the applicable Mortgage Loan Seller and each other party
to this Agreement. Subject to subsections (g), (h), (i), (j) and (k) of this Section 2.03,
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 each Repurchase Request. The Enforcing Servicer shall enforce the obligations of the Mortgage Loan Sellers
under the Mortgage Loan Purchase Agreements (including, without limitation, obligations resulting from a Material Defect) pursuant
to the terms of this Agreement and the Mortgage Loan Purchase Agreements. Subject to the provisions of the applicable Mortgage
Loan Purchase Agreement and this Agreement, such enforcement, including, without limitation, the legal prosecution of claims,
if any, shall be carried out in such form, to such extent and at such time as the Enforcing Servicer would require were it, in
its individual capacity, the owner of the affected Mortgage Loan or Trust Subordinate Companion Loan, and in accordance with the
Servicing Standard. Any costs incurred by the Enforcing Servicer with respect to the enforcement of the obligations of a Mortgage
Loan Seller under the applicable Mortgage Loan Purchase Agreement shall be deemed to be Property Advances, to the extent not recovered
from the Mortgage Loan Seller or the applicable Requesting Certificateholder and/or Consultation Requesting Certificateholder.


 


(iii)     
In the event a 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(g) 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 in a commercially reasonable manner. The fact that a Repurchase Request has been Resolved
pursuant to clause (vi) of the definition of “Resolved” shall not preclude the Enforcing 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


 



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Mortgage Loan Purchase Agreement or as provided by law. The provisions of subsections (g), (h) and (i) of this Section 2.03
apply solely to Repurchase Requests with respect to a Mortgage Loan (but not with respect to a Trust Subordinate Companion
Loan), and any Certificateholder or Certificate Owner rights under such subsections may only be exercised by a Certificateholder
or a Certificate Owner of a Pooled Certificate.


 


(g)       
(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
who shall make such notice available to all other Certificateholders, Certificate Owners of Pooled Certificates and the Uncertificated
VRR Interest Owner by posting such notice on the Certificate Administrator’s Website indicating the Enforcing Servicer’s
intended course of action with respect to the Repurchase Request. 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 applicable
Mortgage Loan Seller with respect to the Repurchase Request, or (b) the Enforcing Servicer’s intended course of action
is to pursue further action to exercise rights against the related Mortgage Loan Seller with respect to the Repurchase Request
but a Requesting Certificateholder does not agree with the course of action selected by the Enforcing Servicer and, in the case
of clause (a) or (b), a Requesting Certificateholder wishes to exercise its right to refer the matter to mediation (including
non-binding arbitration) or arbitration, if any, then a Requesting Certificateholder 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 was posted on the Certificate Administrator’s Website (the 30th day following the date of posting,
the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either
mediation (including non-binding arbitration) or arbitration. In addition, any Certificateholder or Certificate Owner of a Pooled
Certificate may deliver, prior to the Dispute Resolution Cut-off Date, a written notice (a “Consultation Election Notice”)
requesting the right to participate in any Dispute Resolution Consultation (as defined in clause (iii) below) that is conducted
by the Enforcing Servicer following the Enforcing Servicer’s receipt of a Preliminary Dispute Resolution Election Notice
as provided in clause (iii) below.


 


(ii)       
If no Requesting Certificateholder delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off
Date, then no Certificateholder, Certificate Owner of a Pooled Certificate or Uncertificated VRR Interest Owner shall have the
right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the sole party obligated
and 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 Controlling Class Representative if and for as
long as it is the applicable Directing Holder or applicable Consulting Party.


 






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(iii)     
Promptly and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice
from a Requesting Certificateholder, the Enforcing Servicer shall consult with each Requesting Certificateholder regarding such
Requesting Certificateholder’s intention to elect either mediation (including non-binding arbitration) or arbitration as
the dispute resolution method with respect to the Repurchase Request, and with any Consultation Requesting Certificateholder (the
“Dispute Resolution Consultation”) so that each such Dispute Resolution Requesting Holder may consider the
views of the Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods, such
discussions to occur and be completed no later than ten (10) Business Days following the Dispute Resolution Cut-off Date.
The Enforcing Servicer shall be entitled to establish procedures the Enforcing Servicer deems to be in accordance with the Servicing
Standard relating to the timing and extent of such consultations. No later than five (5) Business Days after completion of the
Dispute Resolution Consultation, a Dispute Resolution Requesting Holder 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 Dispute Resolution Requesting Holder timely delivers a Final Dispute Resolution
Election Notice to the Enforcing Servicer, then no Certificateholder, Certificate Owner of a Pooled Certificate or Uncertificated
VRR Interest Owner shall have any further right to refer the Repurchase Request to mediation or arbitration, and the Enforcing
Servicer shall be the sole party obligated and 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 applicable
Directing Holder.


 


(v)      
If a Dispute Resolution Requesting Holder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer,
then such Dispute Resolution Requesting Holder shall become the Enforcing Party and must promptly submit the matter to mediation
(including non-binding arbitration) or arbitration. If more than one Dispute Resolution Requesting Holder timely delivers a Final
Dispute Resolution Election Notice, then such Dispute Resolution Requesting Holders shall collectively become the Enforcing Party,
and the holder or holders of a majority of the Voting Rights among such Dispute Resolution Requesting Holder 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 Dispute Resolution Requesting Holder 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 any Dispute Resolution Requesting Holder to act as the Enforcing Party
shall terminate and no Certificateholder, Certificate Owner of a Pooled Certificate or Uncertificated VRR Interest 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 will take


 



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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,
however, that such Material Defect will not be deemed waived with respect to the Enforcing Servicer to the extent there is a material
change from the facts and circumstances known to it at the time when the Proposed Course of Action Notice was delivered by 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 be the sole party obligated and entitled to determine a course
of action including, but not limited to, enforcing 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(g) shall
not apply, and the Enforcing Servicer shall be the sole party entitled to enforce the Trust’s rights against the related
Mortgage Loan Seller, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request, or determines
in accordance with the Servicing Standard that it is in the best interest of Certificateholders and the Uncertificated VRR Interest
Owner to commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


(vii)    
In the event a Dispute Resolution Requesting Holder 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)   
For the avoidance of doubt, none of the Depositor, any Mortgage Loan Seller or any of their respective affiliates shall be entitled
to be a Dispute Resolution Requesting Holder or otherwise vote Certificates owned by it or such Affiliate(s) with respect to a
course of action proposed or undertaken pursuant to the procedures described in this Section 2.03.


 


(ix)      
The Dispute Resolution Requesting Holders are entitled to elect either mediation or arbitration with respect to a Repurchase Request
in their sole discretion; provided, however, no Dispute Resolution Requesting Holder shall be entitled to then utilize
the alternative method in the event that the initial method is unsuccessful, and no other Certificateholder, Certificate Owner
of a Pooled Certificate or Uncertificated VRR Interest Owner shall be entitled to elect either arbitration or mediation in the
event a mediation or arbitration is undertaken with respect to such Repurchase Request.


 


(h)       
If the Enforcing Party selects mediation (including non-binding arbitration), the following provisions shall apply:


 


(i)        
The mediation shall be administered by a nationally recognized mediation organization selected by the applicable Mortgage Loan
Seller within 30 days of receipt of written notice of the Enforcing Party’s selection of mediation


 



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(such provider,
the “Mediation Services Provider”) in accordance with published mediation procedures (the “Mediation
Rules”) promulgated by the Mediation Services Provider.


 


(ii)       
The mediator shall be impartial, an attorney admitted to practice in the State of New York and have at least fifteen (15) years
of experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a
list of at least ten potential qualified mediators by the Mediation Services Provider each party will have the right to exercise
two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference.
The Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


 


(iii)     
Prior to accepting an appointment, the mediator must promptly disclose any circumstances likely to create a reasonable inference
of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)    
The parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10
Business Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 


(v)      
The expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing
Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation (any such expenses allocated to the
Enforcing Servicer shall be reimbursed as provided in clause (vi) below).


 


(vi)     
Out-of-pocket costs and expenses of the Enforcing 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 expenses of the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a)
of this Agreement.


 


(i)        
If the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)        
The arbitration shall be administered by a nationally recognized arbitration organization selected by the related Mortgage Loan
Seller within 30 days of receipt of written notice of the Enforcing Party’s selection of third-party arbitration (such
provider, the “Arbitration Services Provider”) in accordance with published arbitration procedures (the “Arbitration
Rules”) promulgated by the Arbitration Services Provider.


 






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(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 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


 



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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 waiving its right to sue in court, including the right to a trial by jury.


 


(viii)    No person may bring a putative or certified class action to arbitration.


 


(j)        
The following provisions will apply to both mediation and third-party arbitration:


 


(i)        
Any mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(ii)       
If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have subject
matter jurisdiction, or if the Southern District of New York has no jurisdiction, then the Supreme Court of the State of New York
for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)         
The details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted
under this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in
the course of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and shall not be disclosed or shared
with any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law,
regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information
from a third party (other than a governmental regulatory body) for such confidential information, the recipient shall


 



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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 Dispute Resolution Requesting Holder is the Enforcing Party, the agreement with the arbitrator or mediator, as
the case may be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, 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 Controlling Class Representative
(provided that no Consultation Termination Event has occurred and is continuing and only if an Excluded Mortgage Loan is not involved),
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 Dispute Resolution Requesting Holder 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 Dispute Resolution Requesting
Holder.


 


(v)       
In the event a Dispute Resolution Requesting Holder is the Enforcing Party, the Dispute Resolution Requesting Holder shall be
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 Enforcing Servicer or a trustee, 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, however, that (1) the
Certificateholders and Certificate Owners shall be permitted to communicate prior to the commencement of any such proceedings
to the extent provided in Section 5.07, (2) to the extent that the Enforcing Servicer is required under Section 2.03(a)
to provide any Rule 15Ga-1 Notice in connection with such Repurchase Request, the Enforcing Servicer shall be permitted
to include in such Rule 15Ga-1 Notice the information required pursuant to Section 2.03(a) and (3) the applicable
Mortgage Loan Seller shall be permitted to disclose information related to the Repurchase Request to the extent necessary to comply
with its obligations under Rule 15Ga-1 or Item 1104 of Regulation AB.


 


(vii)       
For the avoidance of doubt, in no event shall the exercise of any right of a Dispute Resolution Requesting Holder to refer a Repurchase
Request to mediation or arbitration or to participate in such mediation or arbitration affect in


 



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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 the Controlling Class Representative if and for as long as it is the applicable
Directing Holder.


 


(viii)        
Any out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration shall
be reimbursable as expenses of the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a) of
this Agreement.


 


Section 2.04       
Representations and Warranties of the Depositor.


 


(a)       
The Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders, the
Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that:


 


(i)        
The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware,
and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property
or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse
effect on the consummation of any transactions contemplated by this Agreement); 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 and Trust Subordinate Companion Loans in accordance with this Agreement;
the Depositor has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
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) and, as to any rights
of indemnification hereunder, by considerations of public policy;


 


(iii)      
Neither the execution and delivery by the Depositor of this Agreement nor the compliance by the Depositor with the provisions
hereof, nor the


 



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 consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with
or result in a breach of, or constitute a default under, the organizational documents of the Depositor or, after giving effect
to the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of
any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, or any of the provisions
of any indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation
or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement
or other instrument or (B) require any consent of, notice to, or filing with any person, entity or governmental body, which
has not been obtained or made by the Depositor, except where, in any of the instances contemplated by clause (A) above or
this clause (B), the failure to do so will not have a material and adverse effect on the consummation of any transactions
contemplated by this Agreement;


 


(iv)     
There is no litigation, charge, investigation, 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 the outcome of which could
be reasonably expected to materially and adversely affect the validity of the Mortgage Loans or the Trust Subordinate Companion
Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement;


 


(v)      
The Depositor is not transferring the Mortgage Loans or the Trust Subordinate Companion Loans to the Trustee with any intent to
hinder, delay or defraud its present or future creditors;


 


(vi)     
No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated;


 


(vii)    
Immediately prior to the transfer of the Mortgage Loans and the Trust Subordinate Companion Loans to the Trustee for the benefit
of the Certificateholders and the Uncertificated Interest Owners pursuant to this Agreement, the Depositor had such right, title
and interest in and to each Mortgage Loan and the Trust Subordinate Companion Loan as was transferred to it by the related Mortgage
Loan Seller pursuant to the related Mortgage Loan Purchase Agreement;


 


(viii)   
The Depositor has not transferred any of its right, title and interest in and to the Mortgage Loans and the Trust Subordinate
Companion Loans (as such was transferred to it by the Mortgage Loan Sellers pursuant to the Mortgage Loan Purchase Agreements)
to any Person other than the Trustee; and


 


(ix)      
The Depositor is transferring all of its right, title and interest in and to the Mortgage Loans and the Trust Subordinate Companion
Loans (as such was transferred to it by the Mortgage Loan Sellers pursuant to the Mortgage Loan Purchase Agreements) to the Trustee
for the benefit of the Certificateholders and


 



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the Uncertificated Interest Owners free and clear of any and all liens, pledges,
charges, security interests and other encumbrances created by or through the Depositor.


 


(b)       
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests
of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall
give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders
and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.05    
Representations, Warranties and Covenants of the Master Servicer.


 


(a)       
The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of
the Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to and with the Depositor,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, 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 jurisdiction in which a 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 violate the Master Servicer’s organizational documents or constitute a default
(or an event that, 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 that is applicable to it or any of its assets, in each case,
which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations
under this Agreement or the financial condition of the Master Servicer;


 


(iii)      
The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 






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(iv)     
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and
other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations
regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to
violations of securities laws;


 


(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 do 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 Master
Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer
to perform its obligations under this Agreement or the financial condition of the Master Servicer;


 


(vi)     
No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that
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 either the ability of the Master Servicer to perform its obligations under
this Agreement or the financial condition of the Master Servicer;


 


(vii)       
Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage
Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required
by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in
compliance with the requirements of Section 3.08(c) of this Agreement; and


 


(viii)        
No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for
those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that
previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are
not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained)
in connection with the Master Servicer’s subsequent performance of this Agreement.


 


(b)       
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor,


 



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the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder, the Uncertificated Interest Owners or any Serviced Companion
Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely
affects the interests of any party to this Agreement, the Certificateholders, the Uncertificated Interest Owners or any Serviced
Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Trust Loan or Trust
Subordinate Companion Loan, as applicable, Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall
give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Uncertificated Interest Owners,
the Serviced Companion Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling
Class Representative.


 


Section 2.06    
Representations, Warranties and Covenants of the Special Servicer.


 


(a)       
The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of
the Certificateholders, the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to and with the Depositor,
the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing
Date, that:


 


(i)        
The Special Servicer is (A) in the case of CWCapital Asset Management LLC, a limited liability company, duly organized, validly
existing and in good standing under the laws of the State of Delaware (B) in the case of Situs Holdings, LLC, a limited liability
company, duly organized, validly existing and in good standing under the laws of State of Delaware and (C) in the case of KeyBank
National Association, a national banking association, duly organized, validly existing and in good standing under the laws of
the United States. The Special Servicer is in compliance with the laws of each jurisdiction in which a 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 do not, and the performance and compliance with the terms
of this Agreement by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents, articles
of incorporation, limited liability company operating agreement or by-laws, as applicable, or (B) constitute a default (or
an event that, 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 that is applicable to it or any of its assets, in each case,
which does or is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations
under this Agreement or the financial condition of the Special Servicer;


 


(iii)      
The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated
by this


 



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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 Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof,
subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium
and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) in the
case of KeyBank KeyBank National Association, subject to public policy considerations regarding the enforceability of provisions
providing or purporting to provide indemnification or contribution with respect to violations of securities laws


 


(v)      
The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, 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 Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability
of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(vi)     
No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that
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 either the ability of the Special Servicer to perform its obligations under
this Agreement or the financial condition of the Special Servicer;


 


(vii)    
Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special
Servicer pursuant to Section 3.22 of this Agreement, would have, responsibilities concerning the servicing and administration
of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage
required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage
in compliance with the requirements of Section 3.08(c) of this Agreement; and


 


(viii)   
No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for
those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that
previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are
not required in


 



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order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained)
in connection with the Special Servicer’s subsequent performance of this Agreement.


 


(b)       
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder, the Uncertificated Interest Owners or any Serviced Companion
Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely
affects the interests of any party to this Agreement, the Certificateholders, the Uncertificated Interest Owners or any Serviced
Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced
Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying
Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance
of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.07    
Representations and Warranties of the Trustee.


 


(a)       
The Trustee hereby represents and warrants for the benefit of the Certificateholders, the Uncertificated Interest Owners and the
Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer and the Certificate Administrator, 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; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise
and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


 


(ii)       
The execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement
will not violate the Trustee’s articles of association or by-laws or shareholders’ resolutions or constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material contract, agreement or other instrument to which the Trustee is a party or which may be applicable to the Trustee or
any of its assets;


 


(iii)      
Except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee
or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement,
the Trustee has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 






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(iv)     
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding
obligation of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may
be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating
to or affecting the rights of creditors generally, (B) general principles of equity (regardless of whether such enforcement
is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions
providing or purporting to provide indemnification or contribution with respect to violations of securities laws;


 


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


 


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


 


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


 


(b)       
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder, the Uncertificated Interest Owners or any Serviced Companion
Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely
affects the interests of any party to this Agreement, the Certificateholders, the Uncertificated Interest Owners or any Serviced
Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced
Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying
Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance
of a Consultation Termination Event, the Controlling Class Representative.


 






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Section 2.08    
Representations and Warranties of the Certificate Administrator.


 


(a)       
The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders,
the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special
Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


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


 


(ii)      
The execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms
of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’
resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party
or which may be applicable to the Certificate Administrator or any of its assets;


 


(iii)     
The Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)     
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding
obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as
such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium
or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding
the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations
of securities laws;


 


(v)      
The Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator
and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order
or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United
States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the
financial condition of the Certificate


 



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Administrator or might have consequences that would materially affect the ability of the
Certificate Administrator to perform its duties hereunder or thereunder;


 


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


 


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


 


(b)       
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder, the Uncertificated Interest Owners or any Serviced Companion
Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely
affects the interests of any party to this Agreement, the Certificateholders, the Uncertificated Interest Owners or any Serviced
Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Certificate Administrator in any Mortgage
Loan or Serviced Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto,
each Certifying Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence
and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.09    
Representations, Warranties and Covenants of the Operating Advisor.


 


(a)       
The Operating Advisor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special
Servicer and the Certificate Administrator, 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 jurisdiction in which a 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 violate the Operating Advisor’s organizational documents or constitute a default
(or an event that, with notice or lapse of time, or


 



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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 that is applicable to it or any of its assets, in each case, which does
or is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this Agreement;


 


(iii)     
The Operating Advisor 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 Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof,
subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium
and other laws affecting the enforcement of creditors’ rights generally, (B) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations regarding
the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations
of securities laws;


 


(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 do 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 Operating
Advisor’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Operating
Advisor to perform its obligations under this Agreement;


 


(vi)     
No litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor
that 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;


 


(vii)     
The Operating Advisor has errors and omissions insurance coverage that is in full force and effect, which complies with the requirements
of Section 3.08 hereof;


 


(viii)   
The Operating Advisor is an Eligible Operating Advisor;


 


(ix)      
The Operating Advisor possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement
over the life of the Trust Fund; and


 


(x)       
No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is


 



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required for the consummation by the Operating Advisor 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 Closing Date, and
which, if not obtained would not have a materially adverse effect on the ability of the Operating Advisor to perform its obligations
hereunder.


 


(b)       
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder, the Uncertificated Interest Owners or any Serviced Companion
Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely
affects the interests of any party to this Agreement, the Certificateholders, the Uncertificated Interest Owners or any Serviced
Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced
Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying
Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance
of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.10    
Representations, Warranties and Covenants of the Asset Representations Reviewer.


 


(a)       
The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders,
the Uncertificated Interest Owners and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special
Servicer and the Certificate Administrator, as of the Closing Date, that:


 


(i)        
The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under
the laws of the State of New York; and the Asset Representations Reviewer is in compliance with the laws of each jurisdiction
in which a 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 violate the Asset Representations Reviewer’s organizational
documents or constitute a default (or an event that, 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 that is applicable to it or any
of its assets, in each case, which does or 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 contemplated
by this Agreement, has


 



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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 Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance
with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer,
reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, (B) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law, and (C) public policy
considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with
respect to violations of securities laws;


 


(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 do 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 Asset Representations Reviewer’s good faith and reasonable judgment, is likely to affect materially and adversely
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 that 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 insurance coverage that is in full force and effect, which complies
with the requirements of Section 3.08 hereof;


 


(viii)        
The Asset Representations Reviewer is an Eligible Asset Representations Reviewer; and


 


(ix)         
No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Asset Representations Reviewer 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 Closing
Date, and which, if not obtained would not have a materially adverse effect on the ability of the Asset Representations Reviewer
to perform its obligations hereunder.


 






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(b)       
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder, the Uncertificated Interest Owners or any Serviced Companion
Loan Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely
affects the interests of any party to this Agreement, the Certificateholders, the Uncertificated Interest Owners or any Serviced
Companion Loan Holder or the interests of the Master Servicer, the Special Servicer or the Trustee in any Mortgage Loan or Serviced
Loan Combination, the party discovering such breach shall give prompt written notice to the other parties hereto, each Certifying
Certificateholder, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and, prior to the occurrence and continuance
of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.11    
Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests, 360 Rosemary Regular Interests and 111 River
Street Regular Interests.


 


The
Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the Trust Subordinate Companion Loans and the delivery
of the related Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered
to the Custodian), subject to the provisions of Sections 2.01 and 2.02 of this Agreement, (ii) concurrently
with such delivery described in clause (i), declares that it holds the Mortgage Loans and the Trust Subordinate Companion
Loans (exclusive of Excess Interest) for the benefit of the Holders of the Class R Certificates (in respect of the Lower-Tier
Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently with such delivery described
in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of the Excess Interest Certificates
and the Uncertificated VRR Interest Owner. Concurrently with such delivery described in clause (i) of the prior sentence,
(i) the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests, the 111 River Street Regular Interests, the Lower-Tier
Residual Interest, the 360 Rosemary Residual Interest and the 111 River Street Residual Interest shall be issued, and the Trustee
and Certificate Administrator acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, the 360 Rosemary
REMIC and the 111 River Street REMIC, as applicable, (ii) the Depositor hereby conveys all right, title and interest in and
to the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River Street Regular Interests and other property
constituting the Upper-Tier REMIC to the Trustee, receipt of which is hereby acknowledged, (iii) the Trustee acknowledges and
hereby declares that it holds the same on behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier
Residual Interest), the Grantor Trust (in respect of the Class VRR Upper-Tier Regular Interest) and the Holders of the Non-Uncertificated
VRR Retained Pooled Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii),
(A) the Class VRR Upper-Tier Regular Interest (together with the other classes of REMIC regular interests in the Upper-Tier
REMIC) and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause to
be authenticated and delivered to and upon the order of the Depositor, (1) the Non-Uncertificated VRR Retained Pooled Regular
Certificates, and (2) the Class R Certificates (representing the Lower-Tier Residual Interest, the 360 Rosemary Residual
Interest, the 111 River Street Residual Interest and the Upper-Tier Residual Interest), registered in the names set forth in such
order and duly authenticated by the Certificate Administrator. The


 



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Depositor hereby conveys all right, title and interest in and
to any VRR Specific Grantor Trust Assets, any Class S Specific Grantor Trust Assets and any other property constituting the
Grantor Trust to the Trustee, receipt of which is hereby acknowledged. The Uncertificated VRR Interest and the Uncertificated
111RR Interest shall be issued and the Certificate Administrator shall execute and cause to be authenticated and delivered to
and upon the order of the Depositor, the Grantor Trust Certificates in exchange for the conveyance pursuant to the prior sentence.


 


Section 2.12    
Miscellaneous REMIC and Grantor Trust Provisions.


 


(a)       
The Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class LA-S, Class LB,
Class LC, Class LD, Class LE, Class LF, Class LG, Class LH, Class LJ and Class LVRR Lower-Tier Regular Interests
are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(1),
and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual
interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2). The Class L360A, Class L360B,
Class L360C, Class L360D, Class L360E and Class L360RR 360 Rosemary Regular Interests are hereby designated as “regular
interests” in the 360 Rosemary REMIC within the meaning of Code Section 860G(a)(1), and the 360 Rosemary Residual Interest
(evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the
360 Rosemary REMIC within the meaning of Code Section 860G(a)(2). The Class L111A, Class L111B, Class L111C,
Class L111D, Class L111E and Class L111RR 111 River Street Regular Interests are hereby designated as “regular
interests” in the 111 River Street REMIC within the meaning of Code Section 860G(a)(1), and the 111 River Street Residual
Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests”
in the 111 River Street REMIC within the meaning of Code Section 860G(a)(2).


 


(b)       
The Non-Uncertificated VRR Retained Pooled Regular Certificates, the Loan-Specific Certificates and the Class VRR Upper-Tier Regular
Interest are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1),
and the Upper-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated as the sole class of “residual
interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(2).


 


(c)       
The Closing Date is hereby designated as the “Startup Day” of each Trust REMIC. The “latest possible
maturity date” for purposes of Code Section 860G(a)(1) of (i) the 360 Rosemary Regular Interests and the 360 Rosemary
Loan-Specific Certificates is the Rated Final Distribution Date for the rated 360 Rosemary Loan-Specific Certificates; (ii) the
111 River Street Regular Interests and the 111 River Street Loan-Specific Certificates is the Rated Final Distribution Date for
the rated 111 River Street Loan-Specific Certificates; and (iii) the Lower-Tier Regular Interests and the Pooled Regular Certificates
is the Rated Final Distribution Date for the rated Pooled Certificates.


 


(d)       
None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator
shall enter into any


 



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arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically
contemplated herein.


 


(e)       
The Class S Certificates shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the
Class S Specific Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part
of a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code. The Uncertificated VRR Interest
shall constitute undivided beneficial interests in the portion of the Trust Fund consisting of the VRR Specific Grantor Trust
Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust” within
the meaning of subpart E, part I of subchapter J of the Code.


 


Section 2.13       
Bare Trust. Notwithstanding anything else in this Agreement, the parties acknowledge that the trust established under this
Agreement is intended to be treated as a bare trust for Canadian federal income tax purposes. Accordingly, the parties to this
Agreement agree not to make any Canadian tax filing or take any Canadian tax position that is inconsistent with the treatment
of the trust as a bare trust. For the avoidance of doubt, none of the Trustee, the Certificate Administrator or any other party
to this Agreement is responsible for any Canadian tax administration, or has any liability for any Canadian tax consequences.


 


Article
III



ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS AND TRUST SUBRODINATE COMPANION LOANS


 


Section 3.01    
Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans AND Trust Subordinate Companion Loans; Sub-Servicing
Agreements; Outside Serviced Mortgage Loans.


 


(a)       
The Master Servicer (with respect to the Performing Serviced Loans) and the Special Servicer (with respect to the Specially Serviced
Loans and, to the extent provided in this Agreement, the Performing Serviced Loans), each as an independent contractor, shall
service and administer the Mortgage Loans (other than the Outside Serviced Mortgage Loans, which will be serviced, together with
the related Outside Serviced Companion Loans, pursuant to the applicable Outside Servicing Agreement) and the Serviced Companion
Loans on behalf of the Trust Fund and the Trustee (for the benefit of the Certificateholders and the Uncertificated Interest Owners
(as a collective whole) or, with respect to each Serviced Loan Combination, for the benefit of the Certificateholders, the Uncertificated
Interest Owners and the related Serviced Companion Loan Holder(s) as a collective whole as if such Certificateholders, the Uncertificated
Interest Owners and such Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan
Combination, taking into account the subordinate nature of the related Subordinate Companion Loan(s)), subject to the terms and
conditions of the related Co-Lender Agreement) in accordance with: (i) any and all applicable laws; (ii) the express
terms of this Agreement, the respective Serviced Mortgage Loans or Serviced Loan



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 Combinations and, in the case of the Serviced
Loan Combinations, the related Co-Lender Agreement; and (iii) the Servicing Standard. To the extent consistent with the foregoing
and subject to any express limitations set forth in this Agreement and any related Co-Lender Agreement or mezzanine loan intercreditor
agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest
on the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loans. Subject only to the Servicing
Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or, in the case of the Master
Servicer only, through Sub-Servicers (subject to paragraph (c) of this Section 3.01 and to Section 3.02
of this Agreement), to do or cause to be done any and all things in connection with such servicing and administration which
it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with the Servicing Standard, in
the best interests of the Certificateholders, the Uncertificated Interest Owners and, in the case of a Serviced Loan Combination,
the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders, the Uncertificated Interest
Owners and, in the case of a Serviced Loan Combination, the related Serviced Companion Loan Holder(s) constituted a single lender
(and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of the related Subordinate Companion
Loan(s)), subject to the terms and conditions of the related Co-Lender Agreement), including, without limitation, with respect
to each Mortgage Loan and Serviced Companion Loan, (A) other than with respect to the Outside Serviced Mortgage Loans, to prepare,
execute and deliver, on behalf of the Certificateholders, the Uncertificated Interest Owners, the Serviced Companion Loan Holders
and the Trustee or any of them: (i) any and all financing statements, continuation statements and other documents or instruments
necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject to Sections 3.07,
3.09, 3.10 and 3.24 of this Agreement, any modifications, waivers, consents or amendments to or with respect
to any documents contained in the related Mortgage File or defeasance of any Mortgage Loan or Serviced Companion Loan; and (iii) any
and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments,
with respect to the Mortgage Loan (and any related Serviced Companion Loan) or the related Mortgaged Property; and (B) including
with respect to the Outside Serviced Mortgage Loans, to direct, manage, prosecute and/or defend any action, suit or proceeding
of any kind filed in the name of the Master Servicer or Special Servicer in their respective capacity on behalf of the Trustee
or the Trust. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or
otherwise consent to any change of the terms of any Mortgage Loan or Serviced Companion Loan except under the circumstances described
in Sections 3.03, 3.07, 3.09, 3.10 and 3.24 of this Agreement. The Master Servicer and Special
Servicer shall service and administer the Mortgage Loans (other than the Outside Serviced Mortgage Loans), the Serviced Companion
Loans and each related REO Property in accordance with applicable law and the terms thereof and hereof and the terms of any applicable
Co-Lender Agreements and intercreditor agreements and shall provide to the Mortgagors any reports required to be provided to them
thereby.


 


Subject
to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer,
execute and deliver (i) to the Master Servicer, any powers of attorney substantially in the form of Exhibit AA-1 to
this Agreement or such other form as


 



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mutually agreed to by the Trustee and the Master Servicer, (ii) to the Special Servicer,
any powers of attorney in the form of Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the
Trustee and the Special Servicer, and (iii) to the Master Servicer or Special Servicer, as applicable, other documents reasonably
acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such
written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder.
Notwithstanding anything contained herein to the contrary, none of the Master Servicer, the Special Servicer or any Sub-Servicer
shall, 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 Special Servicer’s, as applicable, 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 the Special Servicer, as applicable,
shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding
(or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable,
made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to
obtain the Trustee’s consent or indicate the Master Servicer’s or the 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 registered to do
business in any state. Each of the Master Servicer, the Special Servicer and any Sub-Servicer shall indemnify the Trustee for
any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such
powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractors, as applicable.


 


(b)       
Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received
on a Serviced Loan on a date other than a Due Date, to the principal balance of such Mortgage Loan as of the Due Date immediately
following the date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the
Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which
shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Serviced Loan being defeased
pursuant to its terms to the principal balance of and interest on such Serviced Loan as of the Due Date immediately following
the receipt of such amounts. If with respect to any Serviced Loan the related Loan Documents permit the lender, at its option,
prior to an event of default under the related Serviced Loan, to apply amounts held in any reserve account as a prepayment or
to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may
not apply such amounts as a prepayment until the occurrence of an event of default under the related Serviced Loan; provided
that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Serviced Loan or,
upon an event of default under the related Serviced Loan, to prepay the Serviced Loan.


 


(c)       
The Master Servicer and the Special Servicer may each enter into Sub-Servicing Agreements with third parties (including a party
that has previously been engaged as a Subcontractor) with respect to any of its obligations hereunder, provided that


 



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(i) any
such agreement shall be consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with
the Servicing Standard, (iii) other than with respect to any Mortgage Loan Seller Sub-Servicer, the Depositor has consented
to the related Sub-Servicer, (iv) any such agreement shall provide that, following receipt of the applicable Mortgage Loan
Purchase Agreement from the Depositor, the Master Servicer or the Special Servicer, as applicable, shall provide a copy of the
applicable Mortgage Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the Master Servicer
or the Special Servicer, as applicable, in writing within five (5) Business Days after such Sub-Servicer discovers or receives
notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request, a Repurchase Request
Withdrawal, a Repurchase or a Repurchase Request Rejection; (v) the Master Servicer or the Special Servicer, as applicable,
shall notify the applicable Mortgage Loan Seller of any such agreement (other than any Sub-Servicing Agreement in place on the
Closing Date with a Mortgage Loan Seller Sub-Servicer); (vi) any assignment of such Sub-Servicing Agreement by the related Sub-Servicer
(other than an assignment to the Master Servicer (in the case of a Sub-Servicer engaged by the Master Servicer) or the Special
Servicer (in the case of a Sub-Servicer engaged by the Special Servicer)) shall be subject to the prior written consent of the
Depositor (which consent shall not be unreasonably withheld, conditioned or delayed); (vii) any amendment or modification of such
Sub-Servicing Agreement shall be subject to the prior written consent of the Depositor (which consent shall not be unreasonably
withheld, conditioned or delayed) if the Master Servicer or the Special Servicer, as applicable, determines that, as a result
of such amendment or modification, the Sub-Servicer would become a “servicer” within the meaning of Item 1101 of Regulation
AB that (1) meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB or (2) meets the criteria in Item 1108(a)(2)(iii)
of Regulation AB and services 20% or more of the pool assets; (viii) any such Sub-Servicing Agreement shall provide that it may
be assumed by the Trustee or its designee (if the Trustee or its designee has assumed the duties of the Master Servicer or the
Special Servicer, as applicable) or by any successor Master Servicer or Special Servicer, as applicable, without cost or obligation
to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer or the Special
Servicer, as applicable, pursuant to Section 7.02 hereof; (ix) any such Sub-Servicing Agreement shall provide that the
Trustee (for the benefit of the Certificateholders, the Uncertificated Interest Owners and the related Companion Loan Holder (if
applicable) and the Trust (as holder of the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River
Street 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 herein) none of the Trust, the Trustee,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Master Servicer or Special Servicer,
as applicable, any successor master servicer or special servicer or any Certificateholder (or the related Companion Loan Holder,
if applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (ix) any such Sub-Servicing
Agreement shall provide that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing
Agreement shall be terminated (unless such default is waived by the Depositor in writing) if the Sub-Servicer fails (A) to
deliver by the due date (which may take into account any


 



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grace period permitted pursuant to this Agreement) any Exchange Act reporting
items required to be delivered to the Master Servicer, the Special Servicer, the Certificate Administrator or the Depositor under
Article X or under the Sub-Servicing Agreement or to the master servicer or other applicable party 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 X or under the Exchange Act reporting
requirements of any other pooling and servicing agreement that the Depositor is a party to; (x) any such Sub-Servicing Agreement
shall comply with the requirements set forth in Section 10.17 of this Agreement; (xi) no Sub-Servicer shall be permitted
under any Sub-Servicing Agreement to take (or determine not to take) action with respect to Major Decisions or Special Servicer
Decisions without the consent of the Master Servicer (in the case of Sub-Servicers engaged by the Master Servicer) or the Special
Servicer (in the case of Sub-Servicers engaged by the Special Servicer); and (xi) no Sub-Servicer shall be the Operating Advisor,
the Asset Representations Reviewer or any of their respective Affiliates. Any such Sub-Servicing Agreement may permit the Sub-Servicer
to 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 3.01(c). The Master Servicer and the Special Servicer shall each be responsible
for paying the servicing fees of any Sub-Servicer retained by it. The Master Servicer or the Special Servicer, as applicable,
shall, upon request, provide a copy of each Sub-Servicing Agreement (and any assignment thereof) entered into by it to the Depositor.
A Sub-Servicer may be an affiliate of the Depositor, the Master Servicer or the Special Servicer. Notwithstanding the foregoing,
the Special Servicer may not enter into any Sub-Servicing Agreement which provides for the performance by third parties of any
or all of its obligations under this Agreement without, with respect to any Mortgage Loan other than an Excluded Mortgage Loan
and prior to the occurrence and continuance of a Control Termination Event, the consent of the Controlling Class Representative,
except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.


 


Any
Sub-Servicing Agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Loan Combinations
involving a Sub-Servicer, shall be deemed to be between the Master Servicer or the Special Servicer, as applicable, and such Sub-Servicer
alone, and the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders
and the Uncertificated Interest Owners shall not be deemed parties thereto and shall have no claims, rights, obligations, duties
or liabilities (including, without limitation, any obligation to pay any termination fee to any Sub-Servicer as a result of the
termination of any Sub-Servicing Agreement) with respect to the Sub-Servicer, except as set forth in Section 3.01(d) of
this Agreement and no provision herein may be construed so as to require the Trust Fund to indemnify any such Sub-Servicer.


 


As
part of its servicing activities hereunder, each of the Master Servicer and the Special Servicer for the benefit of the Trustee,
the Certificateholders, the Uncertificated Interest Owners and, if applicable, the Serviced Companion Loan Holders, shall (at
no expense to the Trustee, the Certificateholders, the Uncertificated Interest Owners, the Serviced Companion Loan


 



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Holders or
the Trust) monitor the performance and enforce the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement
(except that, to the extent provided in Article X hereof, the Master Servicer shall be required only to use commercially
reasonable efforts to cause any Mortgage Loan Seller Sub-Servicer to comply with the requirements of Article X 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 and the terms of this Agreement. Each of the Master Servicer
and the Special Servicer shall have the right to remove a Sub-Servicer retained by it in accordance with the terms of the related
Sub-Servicing Agreement.


 


(d)       
If the Trustee or any successor Master Servicer or successor Special Servicer, as applicable, assumes the obligations of the Master
Servicer or the Special Servicer, as applicable, in accordance with Section 7.02, the Trustee or such successor, as applicable,
to the extent necessary to permit the Trustee or such successor, as applicable, to carry out the provisions of Section 7.02,
shall, without act or deed on the part of the Trustee or such successor, as applicable, succeed to all of the rights and obligations
of the Master Servicer or the Special Servicer, as applicable, under any Sub Servicing Agreement entered into by the Master Servicer
or the Special Servicer, as applicable, pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the
successor Master Servicer or the successor Special Servicer, as applicable, shall be deemed to have assumed all of the Master
Servicer’s or the Special Servicer’s, as applicable, interest therein (but not any liabilities or obligations in respect
of acts or omissions of the Master Servicer or the Special Servicer, as applicable, prior to such deemed assumption) and to have
replaced the Master Servicer or the Special Servicer, as applicable, as a party to such Sub-Servicing Agreement to the same extent
as if such Sub Servicing Agreement had been assigned to the Trustee or such successor Master Servicer, as applicable, except that
the Master Servicer or the Special Servicer, as applicable, shall not thereby be relieved of any liability or obligations under
such Sub Servicing Agreement that accrued prior to the succession of the Trustee or the successor Master Servicer or successor
Special Servicer, as applicable.


 


In
the event that the Trustee or any successor Master Servicer or successor Special Servicer, assumes the servicing obligations of
the Master Servicer or the Special Servicer, as applicable, upon request of the Trustee or such successor Master Servicer or successor
Special Servicer, as applicable, the Master Servicer or the Special Servicer, as applicable, shall at its own expense deliver
or cause to be delivered to the Trustee or such successor Master Servicer or successor Special Servicer, as applicable, all documents
and records relating to any Sub-Servicing Agreement and the Mortgage Loans then being serviced thereunder and an accounting of
amounts collected and held by it, if any, and will otherwise use its reasonable efforts to effect the orderly and efficient transfer
of any Sub-Servicing Agreement to the Trustee or the successor Master Servicer or successor Special Servicer, as applicable.


 


(e)       
The parties hereto acknowledge that each Serviced Loan Combination is subject to the terms and conditions of the related Co-Lender
Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan and any related
Trust Subordinate Companion Loan, and of the related Serviced Companion Loan Holder(s) under the related Co-Lender Agreement,
including: (i) with respect to the


 



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allocation of collections on or in respect of such Serviced Loan Combination, and the
making of remittances, to the Trust, as holder of the related Mortgage Loan and any related Trust Subordinate Companion Loan,
and to the related Serviced Companion Loan Holder(s); (ii) with respect to the allocation of expenses and losses relating
to such Serviced Loan Combination to the Trust, as holder of the related Mortgage Loan and any related Trust Subordinate Companion
Loan, and to the related Serviced Companion Loan Holder(s); (iii) any consultation, consent and Special Servicer appointment rights
of a related Serviced Companion Loan Holder or its Companion Loan Holder Representative, including those specified in this Agreement;
(iv) any right of a related Companion Loan Holder to attend (in-person or telephonically) annual meetings with the Master
Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer
or the Special Servicer, as applicable, for the purpose of discussing servicing issues related to such Serviced Loan Combination;
(v) any right of a related Companion Loan Holder to cure certain defaults under the related Serviced Loan Combination; and (vi)
any right of a related Companion Loan Holder to purchase the related Split Mortgage Loan from the Trust Fund (together with any
other related Serviced Pari Passu Companion Loans, if applicable). With respect to any Serviced Loan Combination, the Master Servicer
(if such Serviced Loan Combination is a Performing Serviced Loan) or the Special Servicer (if such Serviced Loan Combination has
become a Specially Serviced Loan or the related Mortgaged Property has been converted to an REO Property) shall prepare and provide
to the related Serviced Companion Loan Holder(s) (or its Companion Loan Holder Representative), or, if applicable, the master
servicer or special servicer for the related Other Securitization Trust, on its behalf, all notices, reports, statements and communications
to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Agreement, and shall perform all duties
and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the
holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement. Furthermore, to the extent not otherwise expressly
included herein, any provisions required to be included herein pursuant to any Co-Lender Agreement for a Serviced Loan Combination
are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein
in full. In the event of any conflict between this Agreement and a Co-Lender Agreement with respect to a Serviced Pari Passu Loan
Combination, the terms of such Co-Lender Agreement shall control with respect to such Serviced Pari Passu Loan Combination.


 


With
respect to any Serviced Outside Controlled Mortgage Loan (including any Servicing Shift Mortgage Loan prior to the related Servicing
Shift Date), subject to the rights of the Controlling Class Representative under this Agreement and any applicable consultation
rights of the Operating Advisor (to the extent set forth in Sections 3.29(f) and (g)), the Master Servicer (if such
Serviced Outside Controlled Mortgage Loan is a Performing Serviced Loan and the matter does not involve a Major Decision or Special
Servicer Decision) or the Special Servicer (if such Serviced Outside Controlled Mortgage Loan is a Specially Serviced Loan or
if such Serviced Outside Controlled Mortgage Loan is a Performing Serviced Loan and the matter involves a Major Decision or Special
Servicer Decision) shall be entitled to exercise the rights and powers granted under the related Co-Lender Agreement to the “Non-Controlling
Note Holder” (as such term or any analogous term is defined in the related Co-Lender Agreement).


 






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(f)          Notwithstanding anything to the contrary herein, (a) at no time shall the Master Servicer or the Trustee be required to
make any P&I Advance on any Companion Loan other than a Trust Subordinate Companion Loan and (b) if the Mortgage Loan and any
related Trust Subordinate Companion Loan (or the related REO Property) that is part of a Serviced Loan Combination is no longer
part of the Trust Fund, neither the Master Servicer nor the Trustee, as the case may be, shall have any obligation to make any
Property Advance on such Serviced Loan Combination. If pursuant to the foregoing sentence, the Master Servicer does not intend
to make a Property Advance with respect to a Serviced Loan Combination that the Master Servicer would have made if the related
Mortgage Loan or REO Property were still part of the Trust Fund, the Master Servicer shall promptly notify the holder of the related
Serviced Companion Loan of its intention to no longer make such Property Advances and shall additionally promptly notify such holder
of any required Property Advance it would have otherwise made upon becoming aware of the need for such Property Advance. Additionally,
at the time the Mortgage Loan relating to a Serviced Loan Combination is removed from the Trust Fund, the Master Servicer shall
deliver to the related Serviced Companion Loan Holder (or the master servicer of any securitization of the related Serviced Companion
Loan) (i) a copy of the most recent inspection report and the inspection report for the prior calendar year, (ii) copies
of all financial statements collected from the related Mortgagor for the most recent calendar year and the prior calendar year,
(iii) a copy of the most recent Appraisal and any other Appraisal done in the prior year and (iv) a copy of all tax and
insurance bills for the current calendar year and the prior calendar year.


 


(g)         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 each Outside Serviced Mortgage Loan and each Outside Serviced Companion Loan related to the Outside Serviced
Mortgage Loans are limited by and subject to the terms of the related Co-Lender Agreement and this Agreement and the rights of
the related Outside Servicer and the related Outside Special Servicer with respect thereto under the applicable Outside Servicing
Agreement. The parties further recognize the respective rights and obligations of the related Outside Trustee and/or the Outside
Serviced Companion Loan Holders (or the representatives thereof) under each respective Co-Lender Agreement including with respect
to the allocation of collections on or in respect of an Outside Serviced Loan Combination in accordance with the related Co-Lender
Agreement. The Master Servicer shall cooperate with the Certificate Administrator, on behalf of the Trust, in connection with the
enforcement of the rights by the Trustee (as holder of the Outside Serviced Mortgage Loans) under each related Co-Lender Agreement
and each applicable Outside Servicing Agreement. The Master Servicer or Special Servicer, as applicable, (under the power of attorney
granted by the Trustee) shall take such actions as it shall deem reasonably necessary to facilitate the servicing of each Outside
Serviced Companion Loan by the related Outside Servicer and the related Outside Special Servicer, including, but not limited to,
delivering appropriate requests for release to the Custodian (if any) in order to deliver any portion of the related Mortgage
Files to the related Outside Servicer or related Outside Special Servicer under the applicable Outside Servicing Agreement.


 






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To the extent that the
Trust, as holder of an Outside Serviced Mortgage Loan for the benefit of the Certificateholders and the Uncertificated Interest
Owners, is entitled to (i) consent to or approve any modification, waiver or amendment of such Outside Serviced Mortgage Loan
or (ii) exercise any consultation rights with respect to “Major Decisions” or “Material Actions” (as
such term or any analogous term is defined in the applicable Outside Servicing Agreement) in connection with such Outside Serviced
Mortgage Loan or any related REO Property or any consultation rights with respect to the implementation of “Asset Status
Reports” (as such term or any analogous term is defined in the applicable Outside Servicing Agreement), then the following
party or parties (to the extent notified by the appropriate party to the applicable Outside Servicing Agreement of any matter requiring
the exercise of consent, approval or consultation rights) shall actually exercise such consent, approval or consultation rights,
and the respective parties to this Agreement shall take such actions as are reasonably necessary to allow the following party or
parties to exercise such consent, approval or consultation rights: (a) the Controlling Class Representative (unless a
Control Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or the Special Servicer (if
a Control Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) shall exercise any such
consent or approval rights, in each case in accordance with Section 3.01(i); and (b) the Controlling Class Representative
(unless a Consultation Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or the Special
Servicer (if a Consultation Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) shall
exercise any such consultation rights entitled to be exercised by the holder of such Outside Serviced Mortgage Loan in accordance
with Section 3.01(i). The Master Servicer shall only be obligated to forward any requests received from the Outside
Servicer or the Outside Special Servicer, as applicable, for such consent and/or consultation to the Special Servicer (who shall
forward any such request to the Controlling Class Representative except if a Control Termination Event or Consultation Termination
Event, as applicable, has occurred and is continuing or if such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan and,
following the occurrence and during the continuance of a Control Termination Event, to the Operating Advisor), and the Master Servicer
shall have no right or obligation to exercise any such consent or consultation rights.


 


In addition to such consent,
approval or consultation rights, the Controlling Class Representative (if no Control Termination Event has occurred and is
continuing and the related Outside Serviced Mortgage Loan is not an Excluded Mortgage Loan) and the Special Servicer (if a Control
Termination Event has occurred and is continuing), on behalf of the Trust, as holder of each Outside Serviced Mortgage Loan for
the benefit of the Certificateholders and the Combined Uncertificated VRR Interest Owner, will have the right (exercisable in its
sole discretion), to the extent provided in the related Co-Lender Agreement and/or the applicable Outside Servicing Agreement,
to attend (in-person or telephonically) annual meetings with the related Outside Servicer or Outside Special Servicer, as applicable,
upon reasonable notice and at times reasonably acceptable to the related Outside Servicer or Outside Special Servicer, as applicable,
for the purpose of discussing servicing issues related to such Outside Serviced Loan Combination.


 


None of the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian or the Trustee shall have any obligation
or authority to supervise any Outside Servicer, any Outside Special Servicer, any Outside Trustee or any other


 






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party to the applicable
Outside Servicing Agreement or to make Property Advances with respect to any of the Outside Serviced Mortgage Loans or a Companion
Loan related to an Outside Serviced Mortgage Loan. The obligation of the Master Servicer and the Special Servicer to provide information
to the Trustee or any other Person with respect to the Outside Serviced Mortgage Loans and any Outside Serviced Companion Loan
related to an Outside Serviced Mortgage Loan is dependent on their receipt of the corresponding information from the related Outside
Servicer or the related Outside Special Servicer, as applicable.


 


(h)         The parties hereto acknowledge that each Outside Serviced Loan Combination is subject to the terms and conditions of the
respective Co-Lender Agreement and further acknowledge that, pursuant to the respective Co-Lender Agreement, (i) the related
Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loans are to be serviced and administered by the related
Outside Servicer and Outside Special Servicer in accordance with the applicable Outside Servicing Agreement, and (ii) in the
event that the applicable Outside Serviced Companion Loan is no longer part of the trust fund created by the applicable Outside
Servicing Agreement and the related Outside Serviced Mortgage Loan remains an asset of the Trust Fund, then, as set forth in the
related Co-Lender Agreement, the related Outside Serviced Loan Combination shall be serviced in accordance with the applicable
provisions of the applicable Outside Servicing Agreement as if such agreement was still in full force and effect with respect to
the related Outside Serviced Loan Combination, until such time as a new servicing agreement has been agreed to by the parties to
the related Co-Lender 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 and any other requirements applicable to the related Outside Serviced
Mortgage Loan.


 


(i)          The parties hereto acknowledge that each Outside Serviced Mortgage Loan is subject to the terms and conditions of the related
Co-Lender Agreement. With respect to each Outside Serviced Loan Combination, the parties hereto recognize the respective rights
and obligations of the related Outside Serviced Loan Combination Noteholders under the related Co-Lender Agreement, including with
respect to the allocation of collections and losses on or in respect of the related Outside Serviced Mortgage Loan and the related
Outside Serviced Companion Loan(s) and the making of payments to the related Outside Serviced Loan Combination Noteholders in accordance
with the related Co-Lender Agreement and the applicable Outside Servicing Agreement. The parties hereto further acknowledge that,
pursuant to the related Co-Lender Agreement, each Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s)
are to be serviced and administered by the related Outside Servicer and Outside Special Servicer in accordance with the applicable
Outside Servicing Agreement, and that payments allocated to each Outside Serviced Mortgage Loan and the related Outside Serviced
Companion Loans pursuant to the applicable Outside Servicing Agreement and the related Co-Lender Agreement are to be made by related
Outside Servicer. Although each Outside Serviced Mortgage Loan is not serviced and administered hereunder, the Master Servicer
and the Special Servicer hereunder for each such Outside Serviced Mortgage Loan shall have certain duties as set forth herein and
shall constitute the “Master Servicer” and “Special Servicer” hereunder with respect to each such Outside
Serviced Mortgage Loan.


 






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If there are at any time
amounts due from the Trust, as holder of an Outside Serviced Mortgage Loan, to any party under the related Co-Lender Agreement
or the applicable Outside Servicing Agreement, the Master Servicer shall pay such amounts out of the Collection Account. If a party
to the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan requests the Master Servicer, Special
Servicer, Trustee, Certificate Administrator or Custodian to consent to, or consult with respect to, a modification, waiver or
amendment of, or other loan-level action related to, such Outside Serviced Mortgage Loan (except a modification, waiver or amendment
of the applicable Outside Servicing Agreement or the related Co-Lender Agreement which shall not be subject to the operation of
this sentence but shall instead be subject to the operation of the provisions below in this paragraph), the party hereto that receives
such request shall (but in the case of the Master Servicer subject to the limitation that it shall only be required to deliver
any such request to the Special Servicer) promptly deliver a copy of such request to the Controlling Class Representative
(if no Control Termination Event (in the case of consent rights) or Consultation Termination Event (in the case of consultation
rights) exists and such Outside Serviced Mortgage Loan is not an Excluded Mortgage Loan) or to the Special Servicer (if a Control
Termination Event (in the case of consent rights) or Consultation Termination Event (in the case of consultation rights) exists
or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan), as applicable, and, following the occurrence and during the
continuance of a Control Termination Event, to the Operating Advisor, and (a) any such consent rights shall be exercised by the
Controlling Class Representative (unless a Control Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded
Mortgage Loan) or by the Special Servicer (if a Control Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded
Mortgage Loan) and (b) any such consultation rights shall be exercised by the Controlling Class Representative (unless a Consultation
Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or by the Special Servicer (if a
Consultation Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan); and provided,
further, that, if such Outside Serviced Mortgage Loan were serviced hereunder and such action would not be permitted without
Rating Agency Confirmation, then the Controlling Class Representative or the Special Servicer, as applicable, shall not exercise
any such right of consent without first having obtained (or having caused the related Outside Servicer or Outside Special Servicer
to obtain) or received such Rating Agency Confirmation (payable at the expense of the party making such request for consent or
approval if such requesting party is a Certificateholder, a Combined Uncertificated VRR Interest Owner or a party to this Agreement,
and otherwise payable from the Collection Account). If a Responsible Officer of the Trustee, Certificate Administrator or Custodian
receives actual notice of a termination event under the applicable Outside Servicing Agreement, then the Trustee, Certificate Administrator
or Custodian, as applicable, shall notify the Master Servicer (in writing), and the Master Servicer shall act in accordance with
the instructions of (prior to the occurrence of a Control Termination Event) the Controlling Class Representative in accordance
with the applicable Outside Servicing Agreement with respect to such termination event (provided that the Master Servicer shall
only be required to comply with such instructions if such instructions are in accordance with the applicable Outside Servicing
Agreement and not inconsistent with this Agreement); provided that, if such instructions are not provided within a reasonable
time period (not to exceed ten (10) Business Days or such lesser response time as is afforded under the applicable Outside Servicing
Agreement) or if a Control Termination Event exists or if the Master Servicer is not permitted by the applicable Outside Servicing
Agreement to follow such instructions, then the Master Servicer shall take such


 






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action or inaction (to the extent permitted by
the applicable Outside Servicing Agreement), as directed in writing by the Holders of the Certificates evidencing at least 25%
of the aggregate of all Voting Rights (such direction to be sought and communicated to the Master Servicer by the Certificate Administrator)
within a reasonable period of time that does not exceed such response time as is afforded under the applicable Outside Servicing
Agreement. Subject to the foregoing, during the continuation of any termination event with respect to the related Outside Servicer
or Outside Special Servicer under the applicable Outside Servicing Agreement, each of the Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer shall have the right (but not the obligation) to take all actions to enforce its rights
and remedies and to protect the interests, and enforce the rights and remedies, of the Trust (including the institution and prosecution
of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). The
reasonable costs and expenses incurred by the Master Servicer, Special Servicer, the Certificate Administrator, or the Trustee
in connection with such enforcement shall be paid by the Master Servicer out of the Collection Account. If the Trustee receives
a request (and, if the Master Servicer, Special Servicer or the Certificate Administrator receives such request, such party shall
promptly forward such request to the Trustee) from any party to the applicable Outside Servicing Agreement for consent to or approval
of a modification, waiver or amendment of the applicable Outside Servicing Agreement and/or the related Co-Lender Agreement, or
the adoption of any servicing agreement that is the successor to and/or in replacement of the applicable Outside Servicing Agreement
in effect as of the Closing Date or a change in servicer under the applicable Outside Servicing Agreement, then the Trustee is
hereby directed to, and the Trustee shall, grant such consent or approval if (a) the Trustee shall have received a prior Rating
Agency Confirmation from each Rating Agency (payable at the expense of the party making such request for consent or approval to
the Trustee, if such requesting party is a Certificateholder, a Combined Uncertificated VRR Interest Owner or a party to this Agreement,
and otherwise payable from the Collection Account) with respect to such consent or approval, and (b) unless a Control Termination
Event has occurred and is continuing or the related Outside Serviced Mortgage Loan is an Excluded Mortgage Loan, the Trustee shall
have obtained the consent of the Controlling Class Representative. The Trustee, the Certificate Administrator, the Special
Servicer and the Master Servicer (each, a “Notifying Party”) shall each promptly forward all material notices
or other communications delivered to it in connection with the applicable Outside Servicing Agreement to each other Notifying Party
(unless a Notifying Party has actual knowledge that such other Notifying Party (i) was copied on such original notice or communication
or (ii) actually received such notice or communication), the Operating Advisor, the Controlling Class Representative (if a
Consultation Termination Event does not exist) and the Depositor and, if such notice or communication is in the nature of a notice
or communication that would be required to be delivered to the Rule 17g-5 Information Provider (for posting to the Rule 17g-5
Information Provider’s Website in accordance with Section 12.12) if the related Outside Serviced Mortgage Loan
were a Mortgage Loan that is serviced and administered under this Agreement, to the Rule 17g-5 Information Provider (who shall
promptly post such notice to the Rule 17g-5 Information Provider’s Website in accordance with Section 12.12);
provided that, notwithstanding the foregoing, the Special Servicer shall have no obligation to forward any such notice or
communication under this provision unless (A) the Special Servicer is the only addressee of such notice or communication or (B)
there is no addressee on such notice or communication. Any obligation of the Master Servicer or Special Servicer, as applicable,
to provide information and collections to the Trustee, the Certificate Administrator, the Controlling Class Representative,


 






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the Combined Uncertificated VRR Interest Owner and the Certificateholders with respect to any Outside Serviced Mortgage Loan shall
be dependent on its receipt of the corresponding information and collections from the related Outside Servicer or the related Outside
Special Servicer. Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall reasonably
cooperate with the Master Servicer, the Special Servicer, the Operating Advisor or the Controlling Class Representative, in
each case as and when applicable, to facilitate the exercise by such party of any consent, approval or consultation rights set
forth in this Section 3.01 with respect to an Outside Serviced Mortgage Loan; provided, however, the Trustee,
the Certificate Administrator, the Master Servicer and the Special Servicer shall have no right or obligation to exercise any consent
or consultation rights or obtain a Rating Agency Confirmation on behalf of the Controlling Class Representative.


 


(j)          With respect to each Outside Serviced Mortgage Loan, the parties to this Agreement agree as follows:


 


(i)             
pursuant to the related Outside Servicing Agreement, the related Outside Servicer or Outside Special Servicer, as applicable,
is obligated to make “Servicing Advances” or “Property Advances” and incur “Additional Trust Fund
Expenses” (as each such term or any analogous term is defined in the related Outside Servicing Agreement) with respect to
such Outside Serviced Mortgage Loan; the Trust shall be responsible for its pro rata share (such pro rata share and
the pro rata share of the holder(s) of the related Outside Serviced Companion Loan(s) to be determined based on the respective
principal balances of such Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s)) of any “Nonrecoverable
Servicing Advance” or “Nonrecoverable Property Advances” (and advance interest thereon) and any “Additional
Trust Fund Expenses” (as each such term or any analogous term is defined in the related Outside Servicing Agreement), but
only to the extent that they relate to servicing and administration of such Outside Serviced Mortgage Loan, including without limitation,
any unpaid “Special Servicing Fees,” “Liquidation Fees” and “Workout Fees” (as each such term
or any analogous term is defined in the related Outside Servicing Agreement) relating to such Outside Serviced Mortgage Loan; and
in the event that the funds received with respect to the related Outside Serviced Loan Combination are insufficient to cover “Servicing
Advances,” “Property Advances” or “Additional Trust Fund Expenses” (as each such term or any analogous
term is defined in the applicable Outside Servicing Agreement) relating to the servicing and administration of the related Outside
Serviced Loan Combination, (i) the Master Servicer shall, promptly following notice from the related Outside Servicer, reimburse
the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related
Outside Trustee, as applicable (such reimbursement, to the extent owed to the related Outside Special Servicer, the related Outside
Certificate Administrator or the related Outside Trustee, may be paid by the Master Servicer to the related Outside Servicer, who
shall pay such amounts to the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside
Trustee, as applicable), out of general funds in the Collection Account for the Trust’s pro rata share (such pro
rata share and the pro rata share of the holder(s) of the related Outside Serviced


 






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Companion Loan(s) to be determined
based on the respective principal balances of such Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s))
of any such “Nonrecoverable Servicing Advance,” “Nonrecoverable Property Advances” and/or “Additional
Trust Fund Expenses” (as each such term or any analogous term is defined in the applicable Outside Servicing Agreement),
and (ii) if the related Outside Servicing Agreement permits the related Outside Servicer, the related Outside Special Servicer,
the related Outside Certificate Administrator or the related Outside Trustee to reimburse itself from the related Outside Securitization
Trust’s general account, then the parties to this Agreement hereby acknowledge and agree that the related Outside Servicer,
the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as applicable,
may do so and the Master Servicer shall be required to, promptly following notice from the related Outside Servicer, reimburse
the related Outside Securitization Trust out of general funds in the Collection Account for the Trust’s pro rata share
(such pro rata share and the pro rata share of the holder(s) of the related Outside Serviced Companion Loan(s) to
be determined based on the respective principal balances of such Outside Serviced Mortgage Loan and the related Outside Serviced
Companion Loan(s)) of any such “Nonrecoverable Servicing Advance,” “Nonrecoverable Property Advances” and/or
“Additional Trust Fund Expenses” (as each such term or any analogous term is defined in the applicable Outside Servicing
Agreement) relating to the servicing and administration of such Outside Serviced Loan Combination;


 


(ii)           
with respect to each Outside Serviced Mortgage Loan, each of (i) (as and to the same extent the related Outside Securitization
Trust established under the related Outside Servicing Agreement is required to indemnify each of the following parties in respect
of other mortgage loans in the related Outside Securitization Trust pursuant to the terms of the related Outside Servicing Agreement)
the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator, the related
Outside Trustee, the related Outside Operating Advisor and the related Outside Depositor (and any director, officer, employee or
agent of any of the foregoing, to the extent such parties are identified as “Indemnified Parties” in the related Outside
Servicing Agreement in respect of other mortgages included in such Outside Securitization Trust) and (ii) the related Outside Securitization
Trust (such parties in clause (i) and the related Outside Securitization Trust, collectively, the “Pari Passu Indemnified
Parties”) shall be indemnified against any claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, liabilities, fees and expenses incurred in connection with the servicing and administration of such
Outside Serviced Mortgage Loan and the related Mortgaged Property (or, with respect to the related Outside Operating Advisor, incurred
in connection with the provision of services for such Outside Serviced Mortgage Loan) under the applicable Outside Servicing Agreement
(collectively, the “Pari Passu Indemnified Items”) to the extent of the Trust’s pro rata share
(such pro rata share and the pro rata share of the holder(s) of the related Outside Serviced Companion Loan(s) to
be determined based on the respective principal balances of such Outside Serviced Mortgage Loan and the related Outside Serviced
Companion Loan(s)) of such Pari Passu


 






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Indemnified Items, and to the extent amounts on deposit in the “Serviced Loan Combination
Collection Account”, “Serviced Pari Passu Companion Loan Custodial Account”, “Whole Loan Custodial Account”
or “Loan Combination Custodial Account” (as each such term or any analogous term is defined in the applicable Outside
Servicing Agreement), as applicable, maintained pursuant to the related Outside Servicing Agreement that are allocated to the Outside
Serviced Mortgage Loan are insufficient for reimbursement of such amounts, such Indemnified Party shall be entitled to be reimbursed
by the Trust (including out of general collections in the Collection Account) for the Trust’s pro rata share of the
insufficiency;


 


(iii)            to the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Co-Lender
Agreement for an Outside Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply
with those provisions as if set forth herein in full. In the event of any inconsistency between the provisions of this Agreement
and any Outside Serviced Co-Lender Agreement, such Outside Serviced Co-Lender Agreement shall prevail, 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 Outside Serviced Co-Lender Agreement, that would cause the Master Servicer or the Special Servicer, as the
case may be, to violate the Servicing Standard or REMIC Provisions; and


 


(iv)            each Outside Servicer, each Outside Special Servicer, each Outside Certificate Administrator, each Outside Trustee, each
Outside Operating Advisor and each Outside Securitization Trust shall be third party beneficiaries of this Section 3.01(j).


 


(k)         To the extent required under any Loan Documents, the Master Servicer shall, on behalf of the related lender, maintain a
Note register for the related Mortgage Loan in accordance with such Loan Documents.


 


(l)           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 (for the purposes of this clause (l),
“Applicable Laws”), the Master Servicer may be required to obtain, verify and record certain information relating
to individuals and entities which maintain a business relationship with the Master Servicer. Accordingly, each of the parties hereto
agrees to provide to the Master Servicer, upon its reasonable request, from time to time such identifying information and documentation
as may be readily available to such party in order to enable the Master Servicer to comply with Applicable Laws; provided that
the Master Servicer shall be responsible for all reasonable actual out-of-pocket expenses incurred by such party in connection
therewith.


 


Section 3.02      Liability of the Master Servicer and the Special Servicer. Notwithstanding any Sub-Servicing Agreement or primary
servicing agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer


 






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or the Special Servicer, as applicable, and any Person acting as Sub-Servicer (or its agents or subcontractors) or any reference
to actions taken through any Person acting as Sub-Servicer or otherwise, the Master Servicer or the Special Servicer, as applicable,
shall remain obligated and primarily liable to the Trustee, the Certificate Administrator, the Certificateholders, the Combined
Uncertificated VRR Interest Owner and any Serviced Companion Loan Holder for the servicing and administering of the Mortgage Loans
(other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loan(s) in accordance with the provisions of this Agreement
without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements, primary servicing agreements or
arrangements or by virtue of indemnification from any Person acting as Sub-Servicer (or its agents or subcontractors) to the same
extent and under the same terms and conditions as if the Master Servicer or the Special Servicer, as applicable, alone were servicing
and administering the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loans. The Master
Servicer or the Special Servicer, as applicable, shall be entitled to enter into an agreement with any Sub-Servicer providing for
indemnification of the Master Servicer or the Special Servicer, as applicable, by such Sub-Servicer, and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification, but no such agreement for indemnification shall be deemed to
limit or modify this Agreement.


 


Section 3.03      Collection of Certain Mortgage Loan Payments.


 


(a)          The Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans), as applicable, shall use reasonable efforts in accordance with the Servicing Standard to collect all payments
called for under the terms and provisions of the Serviced Loans it is obligated to service hereunder, and shall follow the Servicing
Standard with respect to such collection procedures; provided that, with respect to any ARD Mortgage Loan, so long as the
related Mortgagor is in compliance with each provision of the related 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 any ARD Mortgage Loan or until the outstanding principal balance
of such ARD Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided,
further, that, with respect to any ARD Mortgage Loan, the Master Servicer or Special Servicer, as the case may be, may take
action to enforce the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the Loan
Documents. For clarification, no obligation of the Master Servicer or the Special Servicer to use reasonable efforts to collect
fees from the related Mortgagor will change the obligation of the Master Servicer to pay such fees from general collections or
other proceeds in accordance with Section 3.06(a) and Section 3.06A(a) of this Agreement, whether or not
such Special Servicing Fees, Workout Fees or Liquidation Fees are collected from or paid by the related Mortgagor. The Master Servicer,
with respect to the Performing Serviced Loans, and the Special Servicer, with respect to the Specially Serviced Loans, shall use
its reasonable efforts to collect income statements, rent rolls and other reporting information from Mortgagors (as required under
the related Loan Documents). Consistent with the foregoing, the Master Servicer (with respect to Performing Serviced Loans) or
Special Servicer (with respect to Specially Serviced Loans), as applicable, may in its discretion waive any Penalty Charges in
connection with any delinquent Monthly Payment with respect to any Mortgage Loan


 






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(other than an Outside Serviced Mortgage Loan)
or Serviced Companion Loan. In addition, the Master Servicer shall be entitled to take such actions with respect to the collection
of payments on the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loan as are permitted
or required under Section 3.21 of this Agreement. Furthermore, with respect to any Mortgage Loan (other than an Outside
Serviced Mortgage Loan), if the related Loan Documents provide for the annual or quarterly testing of financial conditions of the
related Mortgagor and/or Mortgaged Properties (e.g., debt yield tests, debt service coverage ratio tests and/or loan-to-value ratio
tests) in connection with cash-management triggers or the commencement of additional required escrow payments, the Master Servicer
(with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable (only
to the extent the related information required for such testing is to be delivered to the Master Servicer and/or the Special Servicer,
as applicable, pursuant to the related Loan Documents and is actually delivered to the Master Servicer and/or the Special Servicer,
as applicable), shall use reasonable efforts to conduct such financial testing within the timeframes contemplated by such Loan
Documents, if any. Furthermore, in accordance with this Section 3.03(a), with respect to any Mortgage Loan (other than
an Outside Serviced Mortgage Loan), the Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with
respect to Specially Serviced Loans), as applicable, shall use reasonable efforts to collect financial statements from the related
Mortgagor for the periods set forth in the related Loan Documents (e.g., and as applicable, for the entire fiscal year where annual
reporting is required).


 


(b)         If the Master Servicer receives Excess Interest directly from the related Mortgagor or through the Special Servicer, which
Excess Interest was collected during the Collection Period for any Distribution Date, or receives notice from the related Mortgagor
that the Master Servicer will be receiving Excess Interest during the Collection Period for any Distribution Date, then the Master
Servicer shall notify the Certificate Administrator no later than two Business Days prior to such Distribution Date by means of
a clearly labeled item in the CREFC® Loan Periodic Update File. 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. The preceding statements shall not, however, be construed to limit the provisions of Section 3.03(a) of this
Agreement.


 


(c)         With respect to each Outside Serviced Mortgage Loan, the Certificate Administrator shall deliver to the related Outside
Trustee, the related Outside Certificate Administrator, the related Outside Special Servicer, the related Outside Servicer and
the related Outside Operating Advisor (A) promptly following the Closing Date (or, in the case of each Servicing Shift Mortgage
Loan, promptly upon the related Servicing Shift Date), written notice in the form of [Exhibit FF-1, Exhibit FF-2,
Exhibit FF-3, Exhibit FF-4, Exhibit FF-5, Exhibit FF-6, Exhibit FF-7,
Exhibit FF-8, Exhibit FF-9, Exhibit FF-10, Exhibit FF-11, Exhibit FF-12
or Exhibit FF-13] attached hereto, as applicable, stating that, as of the Closing Date (or the related Servicing Shift
Date, as applicable), the Trustee is the holder of such Outside Serviced Mortgage Loan and directing each such recipient 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,


 






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documents, communications and other information that are to be forwarded, delivered or
otherwise made available to, the holder of such Outside Serviced Mortgage Loan under the related Co-Lender Agreement and the applicable
Outside Servicing Agreement (which notice shall also provide contact information for the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer and each party designated to exercise the rights of the “Non-Controlling Note Holder”
under the related Co-Lender Agreement), accompanied by a copy of an executed version of this Agreement, and (B) notice of
any subsequent change in the identity of the Master Servicer or any party designated to exercise the rights of the “Non-Controlling
Note Holder” under the related Co-Lender Agreement (together with the relevant contact information). Upon request of the
Certificate Administrator, the Master Servicer shall provide its wire instructions for inclusion in the written notices referred
to in the previous sentence. The Master Servicer shall, within one (1) Business Day of receipt of properly identified funds, deposit
into the Collection Account all amounts received with respect to each Outside Serviced Mortgage Loan, the Mortgaged Property related
to each Outside Serviced Mortgage Loan or any related REO Property; provided, however, that to the extent any such
amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable
efforts to deposit such amounts into the Collection Account within one (1) Business Day of receipt of such amounts but, in any
event, the Master Servicer shall deposit such amounts into the Collection Account within two (2) Business Days of receipt of such
amounts.


 


(d)         With respect to each Outside Serviced Mortgage Loan, if the Master Servicer does not receive from the related Outside Servicer
any Monthly Payment or other amounts known by the Master Servicer to be owing on such Outside Serviced Mortgage Loan in accordance
with the terms of the applicable Outside Servicing Agreement and/or the related Co-Lender Agreement, then the Master Servicer shall
provide notice of such failure to the related Outside Servicer and the related Outside Trustee.


 


Section 3.04      Collection of Taxes, Assessments and Similar Items; Escrow Accounts.


 


(a)          With respect to each Mortgaged Property securing a Serviced Loan, the Master Servicer shall maintain accurate records with
respect to each related Mortgaged Property reflecting the status of taxes, assessments, ground rents and other similar items that
are or may become a lien on the related Mortgaged Property and the status of insurance premiums payable with respect thereto. From
time to time, to the extent such payments are to be made from escrowed funds, the Master Servicer shall (i) obtain all bills
for the payment of such items (including renewal premiums), and (ii) effect payment of all such bills with respect to such
Mortgaged Properties prior to the applicable penalty or termination date, in each case employing for such purpose Escrow Payments
as allowed under the terms of the related Serviced Loan. With respect to non-escrowed payments, when the Master Servicer becomes
aware in accordance with the Servicing Standard that a Mortgagor (other than with respect to the Outside Serviced Mortgage
Loan) has failed to make any such payment or, with respect to escrowed loans, collections from the Mortgagor are insufficient to
pay any such item before the applicable penalty or termination date, the Master Servicer shall advance the amount of any shortfall
as a Property Advance unless


 






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the Master Servicer determines in accordance with the Servicing Standard that such Advance would be
a Nonrecoverable Advance. Notwithstanding anything in this Agreement to the contrary, the Master Servicer may in accordance with
the Servicing Standard elect (but is not required) to make (and in the case of a Specially Serviced Loan, at the direction of the
Special Servicer will be required to make) a payment from amounts on deposit in the Collection Account that would otherwise be
a Property Advance with respect to a Serviced Trust Loan notwithstanding that the Master Servicer or the Special Servicer has determined
that such a Property Advance would, if advanced, be a Nonrecoverable Property Advance, if making the payment (x) 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 Trust Loan, or (y) would
remediate any adverse environmental condition or circumstance at the related Mortgaged Property, if, in each instance, the Master
Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard that making the payment is
in the best interest of the Certificateholders, the Uncertificated Interest Owners and any related Serviced Companion Loan Holder(s)
(as a collective whole as if the Certificateholders, the Uncertificated Interest Owners and such Serviced Companion Loan Holder(s)
constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of
the related Subordinate Companion Loan(s))). If the Special Servicer makes such a determination, it shall notify the Master Servicer
and the Master Servicer shall make such payment from the Collection Account. No costs incurred by the Master Servicer in effecting
the payment of taxes and assessments on the Mortgaged Properties shall, for the purpose of calculating distributions to Certificateholders
and the Uncertificated Interest Owners, be added to the amount owing under the related Trust Loans, notwithstanding that the terms
of such Trust Loans so permit.


 


(b)           
The Master Servicer shall segregate and hold all funds collected and received pursuant to any Mortgage Loan or Serviced
Loan Combination constituting Escrow Payments separate and apart from any of its own funds and general assets and shall establish
and maintain one or more segregated custodial accounts (each, an “Escrow Account”) into which all Escrow Payments
shall be deposited within two (2) Business Days after receipt of properly identified funds. The Master Servicer shall also deposit
into each applicable Escrow Account any amounts representing losses on Permitted Investments to the extent required by Section 3.07(b)
of this Agreement and any Insurance Proceeds or Condemnation Proceeds which are required to be applied to the restoration or repair
of any Mortgaged Property pursuant to the related Loan Documents. Escrow Accounts shall be Eligible Accounts (except to the extent
the related Loan Documents require or permit it to be held in an account that is not an Eligible Account) in accordance with the
terms of the related Loan Documents) and (subject to any changes in the identities of the Master Servicer and/or the Trustee) shall
be entitled, “KeyBank National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee
for the benefit of the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1,
the Uncertificated Interest Owners, the Serviced Companion Loan Holders, and Various Mortgagors.” Withdrawals from an Escrow
Account may be made by the Master Servicer only:


 






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(i)            
to effect timely payments of items constituting Escrow Payments for the related Loan Documents and in accordance with the
terms of the related Mortgage Loan or Serviced Loan Combination, as applicable;


 


(ii)           
to transfer funds to the Collection Account and/or the applicable Loan Combination Custodial Account to reimburse the Master
Servicer, the Special Servicer or the Trustee, as applicable, for any Property Advance (with interest thereon at the Advance Rate)
relating to Escrow Payments, but only from amounts received with respect to the related Mortgage Loan or Serviced Loan Combination,
as applicable, which represent late collections of Escrow Payments thereunder;


 


(iii)           
for application to the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan
or Serviced Loan Combination, as applicable, and the Servicing Standard;


 


(iv)           to clear and terminate such Escrow Account upon the termination of this Agreement;


 


(v)           
to pay from time to time to the related Mortgagor (a) any interest or investment income earned on funds deposited in
the Escrow Account if such income is required to be paid to the related Mortgagor under law or by the terms of the Mortgage Loan
or Serviced Loan Combination, as applicable, or otherwise to the Master Servicer and (b) any other funds required to be released
to the related Mortgagors pursuant to the related Loan Documents; and


 


(vi)           to remove any funds deposited in an Escrow Account that were not required to be deposited therein.


 


(c)         In the event any Loan Documents permit the lender, at the discretion of the lender, to use letters of credit and/or cash
reserves to prepay the related Trust Loan prior to the Maturity Date and in the absence of an event of default or acceleration
of the Trust Loan, then the Master Servicer shall hold such amounts in an Escrow Account for so long as the Loan Documents permit
such discretion.


 


(d)         Unless required by the related Loan Documents, neither the Master Servicer nor the Special Servicer shall apply any earnout
escrows or reserves established with respect to any Trust Loan as a prepayment of such Trust Loan if no event of default has occurred
under such Trust Loan.


 


(e)         To the extent that (i) an operations and maintenance plan is required to be established and executed pursuant to the
terms of a Serviced Loan, or (ii) any repairs, capital improvements, actions or remediations are required to have been taken
or completed pursuant to the terms of the Serviced Loan, the Master Servicer shall determine in accordance with the Servicing Standard
(which determination may be made on the basis of inquiry to the Mortgagor and this sentence shall in no event be construed to require
a physical inspection other than inspections described in Section 3.18 of this Agreement; provided that all
deliveries required to be made to Master Servicer under the related Loan Documents of supporting documentation have been made;
then the Master Servicer shall


 






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report the then current status as a failure) whether the related Mortgagor has failed to perform
such obligations under the related Mortgage Loan or Serviced Loan Combination as of the date required under the related Mortgage
Loan or Serviced Loan Combination and report any such failure to the Special Servicer, the Serviced Companion Loan Holders and,
prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative within a
reasonable time after the date as of which such actions or remediations are required to be or to have been taken or completed.


 


Section 3.05     Collection Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; Excess Interest Distribution
Account; and Legal Fee Reserve Account.


 


(a)         The Master Servicer shall establish and maintain the Collection Account in the Master Servicer’s name on behalf of
the Trustee, for the benefit of the Certificateholders, the Uncertificated Interest Owners and the Trustee as the Holder of the
Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River Street Regular Interests. The Collection Account
shall be established and maintained as an Eligible Account. Amounts attributable to the Mortgage Loans (other than the Excess Interest)
will be assets of the Lower-Tier REMIC. As and when required under this Agreement, the Master Servicer shall transfer to the Collection
Account any amounts to be transferred thereto from a Loan Combination Custodial Account as contemplated by Section 3.06A(a)(i)
of this Agreement, and the Master Servicer shall deposit in the Collection Account any amounts required to be deposited therein
pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on Permitted Investments with
respect to funds held in the Collection Account. In addition, the Master Servicer shall deposit or cause to be deposited in the
Collection Account, within one (1) Business Day following receipt of properly identified funds, (x) all Net Liquidation
Proceeds received on or with respect to a Trust Loan related to a Serviced Loan Combination in connection with any of the events
described in clauses (iii) and (iv) of the definition of “Liquidation Event” in this Agreement, and (y) without
duplication, the following payments and collections received or made by it on or with respect to the Mortgage Loans (other than
any Mortgage Loan related to a Serviced Loan Combination):


 


(i)           
all payments on account of principal on such Mortgage Loans, including Principal Prepayments and the principal component
of Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds;


 


(ii)          
all payments on account of interest on such Mortgage Loans (including Excess Interest);


 


(iii)         
all Yield Maintenance Charges on such Mortgage Loans;


 


(iv)         
all amounts with respect to any related REO Property transferred to the Collection Account, or to the Master Servicer for
deposit in the Collection Account, from an REO Account pursuant to Section 3.16(b) of this Agreement;


 


(v)          
all Net Insurance Proceeds, Net Condemnation and Net Liquidation Proceeds with respect to such Mortgage Loans;


 






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(vi)         
any amounts received from Mortgagors under such Mortgage Loans that represent (A) recoveries of Property Protection
Expenses, (B) any recovery of Unliquidated Advances with respect to such Mortgage Loans, or (C) any other reimbursements in
accordance with the related Loan Documents, in each case to the extent not permitted to be retained by the Master Servicer as provided
herein;


 


(vii)         any Loss of Value Payments, as set forth in Section 3.06(c) of this Agreement;


 


(viii)        with respect to each Mortgage Loan that accrues interest on an Actual/360 Basis, any Initial Interest Deposit Amount remitted
by the related Mortgage Loan Seller to the Master Servicer pursuant to Section 1 of the related Mortgage Loan Purchase Agreement;
and


 


(ix)           any other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Master
Servicer or Special Servicer, including pursuant to Section 2.03 and Section 3.03(c) of this Agreement;
provided, however, that to the extent any amounts referred to in clauses (x) or (y) above of this
Section 3.05(a) are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall
use commercially reasonable efforts to deposit such amounts into the Collection Account within one (1) Business Day of receipt
thereof but, in any event, the Master Servicer shall deposit such amounts into the Collection Account within two (2) Business
Days of receipt thereof.


 


The foregoing requirements
for deposits in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance
fees, review fees and other amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing
Compensation need not be deposited in the Collection Account by the Master Servicer or the Special Servicer, as applicable, and,
to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable, shall be entitled to retain
any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance fees, review fees and/or amounts
that constitute other Additional Servicing Compensation or other Additional Special Servicing Compensation received with respect
to such Mortgage Loans in accordance with Section 3.12 of this Agreement; provided that if the Master Servicer or the
Special Servicer, as applicable, receives any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees,
defeasance fees and/or amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing Compensation
in excess of the percentage of such fees to which it is entitled pursuant to Section 3.12(a) (in the case of the Master
Servicer) or Section 3.12(c) (in the case of the Special Servicer), then it shall remit to the other party (i.e. the
Special Servicer (if Master Servicer has received the excess percentage of such fees) or the Master Servicer (if Special Servicer
has received the excess percentage of such fees), as applicable) the percentage of such fees to which such other party is entitled
pursuant to Section 3.12(a) or Section 3.12(c), as applicable. To the extent that any Penalty Charges or
Modification Fees received by the Master Servicer or the Special Servicer, as applicable, with respect to any Mortgage Loan constitute
servicing compensation pursuant to Section 3.14(a)(iv) of this Agreement, the Master Servicer and the


 






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Special Servicer
shall not deposit such fees into the Collection Account and shall instead apply such fees in accordance with Section 3.14(a)(iv)
of this Agreement. In the event that the Master Servicer deposits 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.
The Master Servicer shall give written notice to the Certificate Administrator and the Special Servicer of the location and account
number of the Collection Account and shall notify the Certificate Administrator and the Special Servicer in writing of any subsequent
change thereof.


 


Upon receipt of any of
the amounts described in clauses (i) through (vi) and (ix) of the last sentence of the second preceding paragraph with respect
to a Mortgage Loan (other than a Mortgage Loan related to a Serviced Loan Combination), the Special Servicer shall promptly, but
in no event later than one (1) Business Day after receipt of properly identified funds, remit such amounts to the Master Servicer
for deposit into the Collection Account in accordance with the second preceding paragraph, unless the Special Servicer determines,
consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or
other appropriate reason; provided, however, that to the extent any amounts described in clauses (i) through (vi) and (ix)
of the last sentence of the second preceding paragraph 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 to the Master Servicer within one (1) Business
Day of receipt of properly identified funds but, in any event, the Special Servicer shall remit such amounts to the Master Servicer
within two (2) Business Days of receipt of properly identified funds. With respect to any such amounts paid by check to the order
of the Special Servicer, the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special
Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because
of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an
REO Property that relates to any Mortgage Loan (other than a Mortgage Loan related to a Serviced Loan Combination) shall initially
be deposited by the Special Servicer into the related REO Account (or, at the option of the Special Servicer, remitted by the applicable
property manager directly to the Master Servicer) and thereafter remitted to the Master Servicer for deposit into the Collection
Account, all in accordance with Section 3.16 of this Agreement.


 


(b)         The Certificate Administrator shall establish and maintain the Lower-Tier REMIC Distribution Account and the Upper-Tier
REMIC Distribution Account in the name of the Certificate Administrator on behalf of the Trustee, for the benefit of the Certificateholders
and the Uncertificated Interest Owners. The Certificate Administrator shall establish and maintain the 360 Rosemary REMIC Distribution
Account in the name of the Certificate Administrator on behalf of the Trustee, for the benefit of the Holders of the 360 Rosemary
Loan-Specific Certificates. The Certificate Administrator shall establish and maintain the 111 River Street REMIC Distribution
Account in the name of the Certificate Administrator on behalf of the Trustee, for the benefit of the Holders of the 111 River
Street Loan-Specific Certificates and the Uncertificated 111RR Interest Owner. Each of the foregoing accounts shall be non-interest
bearing and shall be established and maintained as Eligible Accounts or as sub-accounts of a single Eligible Account. With respect
to each Distribution Date, on or before such Distribution Date, the Certificate Administrator shall be deemed to make or shall
make the withdrawals from the Lower-Tier


 






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REMIC Distribution Account, the 360 Rosemary REMIC Distribution Account and the 111 River
Street REMIC Distribution Account as set forth in Section 4.01 of this Agreement, shall be deemed to make the deposits
into the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the 360 Rosemary REMIC Distribution
Account and the 111 River Street REMIC Distribution Account as set forth in Section 4.01 hereof, and shall cause the
Available Funds (including P&I Advances) and Yield Maintenance Charges to be distributed in respect of the applicable Certificates
and Uncertificated VRR Interest, pursuant to Section 4.01 hereof on such date.


 


(c)         The Certificate Administrator shall establish (upon receipt of written notice that an event that generates Excess Liquidation
Proceeds has occurred) and maintain the Excess Liquidation Proceeds Reserve Account in the name of the Certificate Administrator
on behalf of the Trustee for the benefit of the Certificateholders and the Combined Uncertificated VRR Interest Owner. The Excess
Liquidation Proceeds Reserve Account shall be non-interest bearing and shall be maintained separate and apart from trust funds
for mortgage pass-through certificates of other series administered by the Certificate Administrator and other accounts of the
Certificate Administrator.


 


Upon the disposition
of any REO Property in accordance with Section 3.17 of this Agreement, the Special Servicer shall calculate the Excess Liquidation
Proceeds, if any, realized in connection with such sale. The Special Servicer shall withdraw from each applicable REO Account and
remit to the Master Servicer for deposit into the Collection Account on a monthly basis prior to the related Master Servicer Remittance
Date the Excess Liquidation Proceeds received or collected from each REO Property during the related Collection Period, along with
a notation of the amount of such Excess Liquidation Proceeds in the CREFC® REO Liquidation Report. On the related
Master Servicer Remittance Date, the Master Servicer shall remit the Excess Liquidation Proceeds received from the Special Servicer
pursuant to the immediately preceding sentence to the Certificate Administrator for deposit in the Excess Liquidation Proceeds
Reserve Account. Amounts held in the Excess Liquidation Proceeds Reserve Account on each Distribution Date that exceed amounts
reasonably anticipated to be required to offset possible future Realized Losses and other shortfalls in payments on the Pooled
Regular Certificates and the Combined Uncertificated VRR Interest, as determined by the Special Servicer, and all amounts held
in the Excess Liquidation Proceeds Reserve Account on the final Distribution Date, in each case after application in accordance
with the first two sentences of Section 4.01(e) of this Agreement, shall be distributed to the Holders of the Class R Certificates
in respect of the Lower-Tier Residual Interest.


 


(d)         [RESERVED]


 


(e)         Prior to the Master Servicer Remittance Date immediately following the end of the first Collection Period during which Excess
Interest is received on any ARD Mortgage Loan, and upon notification from the Master Servicer pursuant to Section 3.03(b)
of this Agreement, the Certificate Administrator shall establish and maintain the Excess Interest Distribution Account in the name
of the Certificate Administrator on behalf of the Trustee, for the benefit of the Holders of the Excess Interest Certificates and
the Uncertificated VRR Interest Owner. The Excess Interest Distribution Account shall be non-interest bearing and shall be established
and maintained as an Eligible Account (or as


 






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a subaccount of an Eligible Account). With respect to each Distribution Date, the
Master Servicer shall withdraw from the Collection Account and remit to the Certificate Administrator on the applicable Master
Servicer Remittance Date for deposit in the Excess Interest Distribution Account an amount equal to the Excess Interest received
during the applicable Collection Period.


 


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(k) of this Agreement.


 


Following the distribution
of Excess Interest to the Holders of the Excess Interest Certificates and the Combined Uncertificated VRR Interest Owner on the
first Distribution Date after which there are no longer any ARD Mortgage Loans outstanding, the Certificate Administrator may terminate
the Excess Interest Distribution Account.


 


(f)          Notwithstanding anything to the contrary herein, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution
Account, the 360 Rosemary REMIC Distribution Account, the 111 River Street REMIC Distribution Account, the Excess Interest Distribution
Account, the Excess Liquidation Proceeds Reserve Account and the Interest Reserve Account may all be sub-accounts of a single Eligible
Account; provided that each of them shall be treated as a separate account for purposes of deposits and withdrawals under this
Agreement.


 


(g)         If any Loss of Value Payments are received in connection with a Material Document Defect or Material Breach, as the case
may be, pursuant to or as contemplated by Section 2.03(a) of this Agreement, the Special Servicer shall establish and
maintain one or more accounts (collectively, the “Loss of Value Reserve Fund”) to be held on behalf of the Trustee
for the benefit of the Certificateholders and the Uncertificated Interest Owners, 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, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it.
The Loss of Value Reserve Fund shall be accounted for as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h)
and not an asset of any Trust REMIC. Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts
paid out of the Loss of Value Reserve Fund (and any income earned thereon) through the Collection Account to the Certificateholders
and the Uncertificated Interest Owners (or, in the case of any income earned on the Loss of Value Reserve Fund and paid to the
Special Servicer as additional compensation) as damages paid to and distributed by the Trust REMICs on account of a breach of a
representation or warranty by the related Mortgage Loan Seller 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 Fund to such Mortgage Loan Seller as
beneficial owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial owner of the related
account in the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all income earned thereon.


 






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(h)         For the avoidance of doubt, the Lower-Tier REMIC Distribution Account, the Excess Liquidation Proceeds Reserve Account,
and the related portion of 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 will be owned by the Grantor Trust, and
the Upper-Tier REMIC Distribution Account (including interest, if any, earned on the investment of funds in such account) will
be owned by the Upper-Tier REMIC, the 360 Rosemary REMIC Distribution Account and the related portion of the Interest Reserve Account
(including interest, if any, earned on the investment of funds in such accounts) will be owned by the 360 Rosemary REMIC and the
111 River Street REMIC Distribution Account and the related portion of the Interest Reserve Account (including interest, if any,
earned on the investment of funds in such accounts) will be owned by the 111 River Street REMIC, each for federal income tax purposes.


 


(i)           On the Closing Date, the Depositor shall deposit $300,000 with the Certificate Administrator, to be credited to the Legal
Fee Reserve Account. Funds held in the Legal Fee Reserve Account shall remain uninvested. Annually, on or about April 1st beginning
2023, upon receipt by the Certificate Administrator from the Depositor of a legal invoice related to Commission compliance matters,
the Certificate Administrator shall pay such legal invoice from and solely to the extent of funds then on deposit in the Legal
Fee Reserve Account. Any such instruction shall be sent by email to cts.cmbs.bond.admin@wellsfargo.com, along with a copy of the
invoice, and a subject line reference of “BMO 2022-C1 - Legal Fee Reserve Account”. The Legal Fee Reserve Account will
not be a part of the Trust Fund, any Trust REMIC or the Grantor Trust. The Depositor will be the beneficial owner of the Legal
Fee Reserve Account for all federal income tax purposes, and shall be taxable on all income earned therefrom.


 


Upon the
depletion of the Legal Fee Reserve Account, or if there are insufficient funds to pay any invoice, the Certificate Administrator
shall notify the Depositor, and thereafter the Depositor shall pay any additional legal invoices from its own funds and the Certificate
Administrator shall have no responsibility in connection therewith.


 


The Certificate
Administrator shall have no responsibility for verifying the accuracy, reasonableness, or appropriateness of any invoice received.
On the final Distribution Date, the Certificate Administrator shall pay to the Depositor any funds then remaining in the Legal
Fee Reserve Account in accordance with directions provided by the Depositor.


 


Section 3.05A Loan
Combination Custodial Account.


 


(a)          The Master Servicer shall establish and maintain, with respect to each Serviced Loan Combination (if any), one or more separate
accounts, which may be sub-accounts of a single account (with respect to each Serviced Loan Combination, the “Loan Combination
Custodial Account”) in which the amounts described in clauses (i) through (viii) below shall be deposited and held
in the name of the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders, Uncertificated Interest
Owners and the related Serviced Companion Loan Holder(s), as their interests may appear;


 






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provided that a Loan Combination
Custodial Account may be a sub-account of the Collection Account or another Loan Combination Custodial Account (but shall be deemed
to be a separate account for purposes of applying the terms of this Agreement). Each of the Loan Combination Custodial Accounts
shall be an Eligible Account or a subaccount of an Eligible Account. The Master Servicer shall deposit or cause to be deposited
in each Loan Combination Custodial Account, within one Business Day following receipt of properly identified funds (or, in the
case of payments by the Master Servicer, when otherwise required to be so deposited under this Agreement), the following payments
and collections received or made by it on or with respect to the related Serviced Loan Combination:


 


(i)            
all payments on account of principal on the related Serviced Loan Combination, including Principal Prepayments and the principal
component of Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds;


 


(ii)           
all payments on account of interest on the related Serviced Loan Combination;


 


(iii)           all Yield Maintenance Charges on the related Serviced Loan Combination;


 


(iv)           any amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses
realized on Permitted Investments with respect to funds held in such Loan Combination Custodial Account;


 


(v)           
all amounts with respect to any REO Property acquired in respect of the related Serviced Loan Combination transferred to
such Loan Combination Custodial Account, or the Master Servicer for deposit in such Loan Combination Custodial Account, from the
related REO Account pursuant to Section 3.16(b) of this Agreement;


 


(vi)           all Net Condemnation Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds with respect to the related Serviced
Loan Combination (other than any Net Liquidation Proceeds received on or in respect of the related Trust Loan in connection with
any of the events described in clauses (iii) and (iv) of the definition of “Liquidation Event” in this
Agreement);


 


(vii)          any amounts received from the Mortgagor under the related Serviced Loan Combination that represent (A) recoveries of Property
Protection Expenses, or (B) any other reimbursements in accordance with the related Loan Documents, in each case to the extent
not permitted to be retained by the Master Servicer as provided herein;


 


(viii)        
with respect to each Trust Loan related to a Serviced Loan Combination that accrues interest on an Actual/360 Basis, any
Initial Interest Deposit Amount remitted by the related Mortgage Loan Seller to the Master Servicer pursuant to Section 1 of the
related Mortgage Loan Purchase Agreement; and


 






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(ix)           
any other amounts required by the provisions of this Agreement to be deposited into such Loan Combination Custodial Account
by the Master Servicer or Special Servicer, including any recovery of any Unliquidated Advances;


 


provided, however, that to
the extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall
use commercially reasonable efforts to deposit such amounts into the related Loan Combination Custodial Account within one (1) Business
Day of receipt thereof but, in any event, the Master Servicer shall deposit such amounts into the related Loan Combination Custodial
Account within two (2) Business Days of receipt thereof.


 


(b)         The foregoing requirements for deposits in each Loan Combination Custodial Account shall be exclusive, it being understood
and agreed that, without limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees,
Assumption Fees, assumption application fees, defeasance fees, review fees and other amounts that constitute other Additional Servicing
Compensation or other Additional Special Servicing Compensation need not be deposited in such Loan Combination Custodial Account
by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer
or the Special Servicer, as applicable, shall be entitled to retain any such Ancillary Fees, Consent Fees, Assumption Fees, assumption
application fees, defeasance fees, review fees and/or other amounts that constitute other Additional Servicing Compensation or
other Additional Special Servicing Compensation received with respect to the Serviced Loan Combinations in accordance with Section 3.12
of this Agreement; provided that if the Master Servicer or the Special Servicer, as applicable, receives any such Ancillary Fees,
Consent Fees, Assumption Fees, assumption application fees, defeasance fees and/or amounts that constitute other Additional Servicing
Compensation or other Additional Special Servicing Compensation in excess of the percentage of such fees to which it is entitled
pursuant to Section 3.12(a) (in the case of the Master Servicer) or Section 3.12(c) (in the case of the
Special Servicer), then it shall remit to the other party (i.e. the Special Servicer (if Master Servicer has received the excess
percentage of such fees) or the Master Servicer (if Special Servicer has received the excess percentage of such fees), as applicable)
the percentage of such fees to which such other party is entitled pursuant to Section 3.12(a) or Section 3.12(c),
as applicable. The Master Servicer and the Special Servicer shall not deposit any Modification Fees received by the Master Servicer
or the Special Servicer, as applicable, with respect to any Serviced Loan Combination into the related Loan Combination Custodial
Account and shall instead apply such fees (except to the extent not permitted under the related Co-Lender Agreement) in accordance
with Section 3.14 of this Agreement. In the event that the Master Servicer deposits in a Loan Combination Custodial
Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Loan Combination Custodial
Account, any provision herein to the contrary notwithstanding. The Master Servicer shall give written notice to the Certificate
Administrator, the related Serviced Companion Loan Holders and the Special Servicer of the location and account number of each
Loan Combination Custodial Account and shall notify the Certificate Administrator, the related Serviced Companion Loan Holder and
the Special Servicer in writing of any subsequent change thereof. Each Loan Combination


 






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Custodial Account shall be maintained as
a segregated account (or sub-account of such segregated account), separate and apart from trust funds created for mortgage backed
securities of other series and the other accounts of the Master Servicer.


 


(c)         Upon receipt of any of the amounts described in clauses (i) through (vii) and (ix) of Section 3.05A(a)
with respect to a Serviced Loan Combination, the Special Servicer shall promptly, but in no event later than one (1) Business Day
after receipt of properly identified funds, remit such amounts to the Master Servicer for deposit into the Loan Combination Custodial
Account in accordance with Section 3.05A(a), unless the Special Servicer determines, consistent with the Servicing
Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason; provided,
however, that to the extent any amounts described in clauses (i) through (vii) and (ix) of the last sentence of the second preceding
paragraph 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 to the Master Servicer within one (1) Business Day of receipt of properly identified funds but, in
any event, the Special Servicer shall remit such amounts to the Master Servicer within two (2) Business Days of receipt of properly
identified funds. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall
endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent with the Servicing Standard,
that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or other appropriate reason. Any
such amounts received by the Special Servicer with respect to an REO Property that relates to a Serviced Loan Combination shall
initially be deposited by the Special Servicer into the related REO Account (or, at the option of the Special Servicer, remitted
by the applicable property manager directly to the Master Servicer) and thereafter remitted to the Master Servicer for deposit
into the related Loan Combination Custodial Account, all in accordance with Section 3.17 of this Agreement.


 


Section 3.06     Permitted Withdrawals From the Collection Account.


 


(a)         The Master Servicer may make withdrawals from the Collection Account only as described below (the order set forth below
not constituting an order of priority for such withdrawals), subject to the application of Penalty Charges and Modification Fees
in accordance with the related Co-Lender Agreement and Section 3.14 of this Agreement:


 


(i)            
to remit on or before each Master Servicer Remittance Date to the Certificate Administrator for deposit in the Lower-Tier
REMIC Distribution Account in respect of the Mortgage Loans (or the applicable Trust Subordinate Companion Loan REMIC Distribution
Account in respect of a Trust Subordinate Companion Loan), the Interest Reserve Account, the Excess Interest Distribution Account
and the Excess Liquidation Proceeds Reserve Account the amounts required to be deposited in such accounts pursuant to Sections
3.05(c), 3.05(e), 3.23, 4.01(a)(i) and/or Section 4.06(a) of this Agreement, respectively;


 


(ii)          
to pay or reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable (A) for Advances made thereby
with respect to Mortgage Loans that are not part of a Serviced Loan Combination (other than


 






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Workout-Delayed Reimbursement Amounts)
and any related Advance Interest Amounts (provided that the Trustee shall have priority with respect to such payment or
reimbursement of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse any
such Person pursuant to this clause (ii)(A) being limited to late collections (including cure payments by related Serviced
Companion Loan Holders) of the particular item which was the subject of the related Advance, Penalty Charges, Net Condemnation
Proceeds, Net REO Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds on or in respect of the particular Mortgage Loan
or REO Property respecting which such Advance was made, if applicable (provided that (x) prior to the time any Advance
is reimbursed, Advance Interest Amounts may be reimbursed solely from Penalty Charges and Modification Fees collected on the related
Mortgage Loan, and (y) at the time any Advance (other than Workout Delayed Reimbursement Amounts) is reimbursed, Advance Interest
Amounts on such reimbursed Advance shall be payable first from Penalty Charges and Modification Fees collected on the related Mortgage
Loan, and, to the extent such Penalty Charges and Modification Fees are insufficient, then from general collections on deposit
in the Collection Account), (B) for Advances made thereby with respect to Mortgage Loans or Trust Subordinate Companion Loans
that are part of a Serviced Loan Combination and any related Advance Interest Amounts (provided that the Trustee shall have
priority with respect to such payment or reimbursement of any such Advances and any related Advance Interest Amounts), the Master
Servicer’s right to reimburse any such person pursuant to this clause (ii)(B) being limited to Net Liquidation Proceeds
on or in respect of the particular Mortgage Loan, Trust Subordinate Companion Loan or REO Property respecting which such Advance
was made, which Net Liquidation Proceeds were received in connection with any of the events described in clauses (iii), (iv)
and (vii) of the definition of “Liquidation Event”, (C) to the extent not reimbursed pursuant to Section 3.14
of this Agreement, for Advances with respect to Mortgage Loans and any related Advance Interest Amounts (or portion thereof) that
have been deemed to be Nonrecoverable Advances or are not recovered from recoveries in respect of the related Mortgage Loan, Serviced
Loan Combination or REO Property after a Final Recovery Determination to the extent not recovered from the related Loan Combination
Custodial Account and Advance Interest Amounts thereon, first, out of the principal portion of general collections on the
Mortgage Loans and REO Properties, and second, to the extent the principal portion of general collections is insufficient
and with respect to such excess only, subject to any election in its sole discretion to defer reimbursement thereof pursuant to
Section 3.27 of this Agreement, out of other collections on the Mortgage Loans and REO Properties, and (D) for
Workout-Delayed Reimbursement Amounts with respect to Mortgage Loans and Advance Interest Amounts thereon, first, out of
the principal portion of the general collections on the Mortgage Loans and REO Properties, net of such amounts being reimbursed
pursuant to clause (C) above, and second, upon a determination by the Master Servicer, the Special Servicer or the
Trustee, as applicable, that a Workout-Delayed Reimbursement Amount is a Nonrecoverable Advance, in the same manner as Nonrecoverable
Advances may be reimbursed (provided that with


 






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respect to each Mortgage Loan or REO Property that relates to a Serviced
Loan Combination, such Workout-Delayed Reimbursement Amounts and Advance Interest Amounts thereon shall first be reimbursed pursuant
to Section 3.06A(a)(ii) of this Agreement and, if not reimbursed pursuant thereto, shall be paid from the Collection
Account as provided in this clause (ii)(D));


 


(iii)           to pay on or before each Master Servicer Remittance Date to the Master Servicer (who shall pay the holder of the Excess
Servicing Fee Rights the portion of the Servicing Fee that represents Excess Servicing Fees in accordance with Section 3.12
of this Agreement) and to the Special Servicer, as applicable, as compensation, the aggregate unpaid Servicing Fee with respect
to Mortgage Loans and Trust Subordinate Companion Loans (to the extent not otherwise required to be applied against Prepayment
Interest Shortfalls) in respect of the immediately preceding Interest Accrual Period, and Special Servicing Compensation (if any)
in respect of the immediately preceding Interest Accrual Period or Collection Period, as applicable, to be paid, in the case of
the Servicing Fee, from interest received on the related Mortgage Loan or Trust Subordinate Companion Loan, and to pay from time
to time to the Master Servicer in accordance with Section 3.07(b) of this Agreement any interest or investment income
earned on funds deposited in the Collection Account and, in the case of the Special Servicing Fee, from general collections; provided,
however, that in the case of any Mortgage Loan or REO Mortgage Loan related to a Serviced Loan Combination or related REO
Loan Combination or a Trust Subordinate Companion Loan or related REO Companion Loan, (A) Servicing Fees may be paid out of
the Collection Account pursuant to this clause (iii) only from the interest portion of Net Liquidation Proceeds on or in respect
of such Mortgage Loan, REO Mortgage Loan, Trust Subordinate Companion Loan or REO Companion Loan, as applicable, which Net Liquidation
Proceeds were received in connection with any of the events described in clauses (iii), (iv) and (vii) of the definition of
“Liquidation Event” and (B) Special Servicing Compensation shall first be paid out of the related Loan Combination
Custodial Account pursuant to Section 3.06A(a)(iii) of this Agreement and may be paid out of the Collection Account
pursuant to this clause (iii) only if and to the extent that such Special Servicing Compensation has not been paid out of
the related Loan Combination Custodial Account pursuant to Section 3.06A(a)(iii) of this Agreement and, in the case
of a Trust Subordinate Companion Loan or any related REO Companion Loan, only out of related Net Liquidation Proceeds received
in connection with any of the events described in clauses (iii), (iv) and (vii) of the definition of “Liquidation Event”;


 


(iv)           in accordance with Section 2.03 of this Agreement, to reimburse itself, the Trustee or the Special Servicer,
out of general collections on the Mortgage Loans and related REO Properties (including with respect to the Outside Serviced Mortgage
Loans) for any unreimbursed expense reasonably incurred by such Person 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 6
of the applicable Mortgage Loan Purchase Agreement, including, without limitation, any expenses arising out of the


 






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performance
of its duties under Section 2.03 of this Agreement in connection with such Material Defect or out of the enforcement
of the repurchase or substitution obligation or any other obligation of the applicable Mortgage Loan Seller under Section 6
of the applicable Mortgage Loan Purchase Agreement in connection with such Material Defect, together with interest thereon at the
Advance Rate from the time such expense was incurred to, but excluding, the date such expense was reimbursed, but only to the extent
that such expenses are not otherwise reimbursable, each such Person’s right to reimbursement pursuant to this clause (iv)
with respect to any Mortgage Loan or Trust Subordinate Companion Loan being subject to the following: (a) if the Purchase
Price is paid for such Mortgage Loan or Trust Subordinate Companion Loan, then such Person’s right to reimbursement shall
be limited to that portion of the Purchase Price that represents such expense in accordance with clause (f) of the definition
of Purchase Price, or (b) if no Purchase Price is paid or if an amount less than the Purchase Price is paid and proceedings are
instituted to enforce the related Mortgage Loan Seller’s payment or performance pursuant to the applicable Mortgage Loan
Purchase Agreement or if a Loss of Value Payment is made, then such Person shall be entitled to reimbursement from the Trust following
the adjudication of such proceedings in favor of such Mortgage Loan Seller, settlement of the Material Defect claim, or payment
of such Loss of Value Payment, as the case may be;


 


(v)           to pay out of general collections on the Mortgage Loans and related REO Properties, for costs and expenses incurred by the
Trust Fund with respect to the Mortgage Loans and related REO Properties pursuant to Sections 3.04 and 3.10(e)
of this Agreement and to pay Liquidation Expenses out of related Liquidation Proceeds pursuant to Section 3.11 of this
Agreement (provided that with respect to each Serviced Loan Combination, such expenses shall first be reimbursed pursuant
to Section 3.06A(a)(iv) of this Agreement to the extent related to such Serviced Loan Combination and if not reimbursed
pursuant thereto, shall be paid from the Collection Account as provided in this clause (v));


 


(vi)          to the extent not reimbursed or paid pursuant to any other clause of this Section 3.06, to reimburse or pay
the Master Servicer, the Trustee, the Custodian, the Certificate Administrator, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, CREFC® or the Depositor, as applicable, for unpaid Additional Trust Fund Expenses
(other than Advance Interest Amounts), unpaid Trustee/Certificate Administrator Fees, unpaid Servicing Fees (but only if the related
Mortgage Loan has been liquidated or a Final Recovery Determination has been made with respect thereto), unpaid Special Servicing
Compensation, unpaid Operating Advisor Fees, unpaid Operating Advisor Consulting Fees (but only to the extent such Operating Advisor
Consulting Fee is actually received from the related Mortgagor), unpaid Asset Representations Reviewer Ongoing Fees and any unpaid
Asset Representations Reviewer Asset Review Fee (to the extent such fee is payable by the Trust), unpaid CREFC®
Intellectual Property Royalty License Fees and other unpaid items incurred by or owing to such Person pursuant to Section 2.03(h)(vi),
Section 2.03(j)(viii), the


 






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second sentence of Section 3.07(c), Section 3.08(a), Section 3.08(b),
Section 3.10, Section 3.12(c), Section 3.16(a), Section 3.29(k), Section 6.03,
Section 7.04, Section 8.05(a), Section 8.05(b), Section 8.05(d), Section 11.02(a),
Section 11.02(b) or Section 12.07 of this Agreement, or any other provision of this Agreement pursuant
to which such Person is entitled to reimbursement or payment from the Trust Fund, in each case only to the extent expressly reimbursable
under such Section , it being acknowledged that this clause (vi) shall not be deemed to modify the substance of any such
Section , including the provisions of such Section that set forth the extent to which one of the foregoing Persons is
or is not entitled to payment or reimbursement (provided that with respect to each Mortgage Loan that is part of a Serviced
Loan Combination and each Trust Subordinate Companion Loan, such expenses shall first be reimbursed pursuant to Section 3.06A(a)(v)
of this Agreement to the extent related to such Serviced Loan Combination and, if not reimbursed pursuant thereto, shall be paid
from the Collection Account as provided in this clause (vi), and provided, further, that fees and compensation
to any party with respect to any Serviced Companion Loan (or a successor REO Companion Loan) shall not be payable from the Collection
Account pursuant to this clause (vi)) (except in the case of a Trust Subordinate Companion Loan or successor REO Companion
Loan, but only out of related Net Liquidation Proceeds received in connection with any of the events described in clause (iii),
(iv) and (vii) of the definition of “Liquidation Event”);


 


(vii)         to transfer to the Certificate Administrator for deposit in one or more separate, non-interest bearing accounts any amount
reasonably determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed
on any Trust REMIC under the circumstances and to the extent described in Section 4.05 of this Agreement;


 


(viii)        to make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in the Collection Account
as are contemplated by Section 3.14 of this Agreement;


 


(ix)           to make such payments and reimbursements as contemplated by Section 3.06(c) of this Agreement out of funds transferred
to the Collection Account from the Loss of Value Reserve Fund pursuant to Section 3.06(c) of this Agreement;


 


(x)           
to withdraw any amount deposited into the Collection Account that was not required to be deposited therein; or


 


(xi)           to clear and terminate the Collection Account pursuant to Section 9.01 of this Agreement.


 


If and to the extent
that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause of the prior paragraph
above for any cost, expense, indemnity, fee or Property Advance or Advance Interest Amount thereon with respect to a Loan Combination
that represents the related Serviced Companion Loan’s allocable share of such cost,


 






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expense, indemnity, fee, or Property
Advance or Advance Interest Amount thereon (taking into account the subordinate nature of any related Subordinate Companion Loan(s)),
the Master Servicer (with respect to Performing Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans)
shall use efforts consistent with the Servicing Standard to collect such amounts out of collections on such Serviced Companion
Loan (or, if and to the extent permitted under the related Co-Lender Agreement, from the related Serviced Companion Loan Holder)
and deposit all such amounts (collectively, with respect to such Serviced Companion Loan, the “Trust Reimbursement Amount
No.1”) collected from or on behalf of the related Serviced Companion Loan Holder into the Collection Account.


 


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 parties to, and/or the securitization trust created under, the applicable Outside Servicing
Agreement by the holder of each Outside Serviced Mortgage Loan pursuant to each Outside Serviced Co-Lender Agreement. In the absence
of manifest error, the Master Servicer may conclusively rely on the request for payments contemplated by the preceding sentence.


 


The Master Servicer shall
keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan basis, for the purpose of justifying any withdrawal
from the Collection Account pursuant to subclauses (i) through (ix) of the third preceding paragraph.


 


The Master Servicer shall
pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor,
the Asset Representations Reviewer, the Trustee and the Certificate Administrator, as applicable, from the applicable Collection
Account, amounts permitted to be paid thereto from such account promptly upon receipt of a written statement of an officer of the
Special Servicer, an officer of the Operating Advisor, an officer of the Asset Representations Reviewer or a Responsible Officer
of the Trustee or the Certificate Administrator, as the case may be, describing the item and amount to which the Special Servicer
(or such third party contractor), the Operating Advisor, the Asset Representations Reviewer, the Trustee or the Certificate Administrator,
as the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee or the Certificate Administrator, as the case may be, is clearly required pursuant to this Agreement, in
which case a written statement is not required). The Master Servicer may rely conclusively on any such written statement and shall
have no duty to recalculate the amounts stated therein. The parties seeking payment pursuant to this Section shall each keep and
maintain a separate accounting for the purpose of justifying any request for withdrawal from each Collection Account, on a loan-by-loan
basis.


 


With respect to each
Outside Serviced Mortgage Loan, the Master Servicer shall pay to, subject to Section 3.01(j)(i) and (j)(ii),
the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related
Outside Trustee, as applicable, from the Collection Account on the Master Servicer Remittance Date amounts permitted to be paid
to the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related
Outside Trustee, as applicable, therefrom based upon an Officer’s Certificate received from the related Outside Servicer,
the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, as


 






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applicable,
on the first Business Day following the immediately preceding Determination Date, describing the item and amount to which the related
Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee,
as applicable, 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 Trustee, the Custodian,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Depositor, CREFC®,
the Special Servicer and the Master Servicer shall in all cases have a right prior to the Certificateholders and the Combined Uncertificated
VRR Interest Owner to any funds (or, if applicable, to any expressly specified funds) on deposit in the Collection Account from
time to time for the reimbursement or payment of the Servicing Fees (including investment income), Trustee/Certificate Administrator
Fees, Special Servicing Compensation, Advances, Advance Interest Amounts, Workout-Delayed Reimbursement Amounts, Operating Advisor
Fees, Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting Fees are actually received from
the related Mortgagor(s)), Asset Representations Reviewer Ongoing Fee, Asset Representations Reviewer Asset Review Fee (only to
the extent such fee is payable by the Trust), CREFC® Intellectual Property Royalty License Fees and (for each of
such Persons other than CREFC®) their respective expenses hereunder (including without limitation Additional Trust
Fund Expenses) to the extent such fees, indemnity amounts and expenses are to be reimbursed or paid from amounts on deposit in
the Collection Account pursuant to this Agreement (and to have such amounts paid directly to third party contractors for any invoices
submitted to the Trustee, the Master Servicer or the Special Servicer, as applicable).


 


(b)         The Certificate Administrator shall, upon receipt, deposit in each of the Lower-Tier REMIC Distribution Account, the Excess
Interest Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Reserve Account any and all amounts
received by the Certificate Administrator in accordance with Section 3.06(a)(i) of this Agreement and required to be
deposited therein. If, as of 3:00 p.m., New York City time, on any Master Servicer Remittance Date or on such other date as
any amount referred to in the preceding sentence is 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, the Excess Interest Distribution
Account, the Interest Reserve Account and the Excess Liquidation Proceeds Reserve Account the amounts required to be deposited
therein pursuant to the provisions of this Agreement (including, without limitation, Section 3.06(a)(i) of this Agreement),
then the Certificate Administrator shall, to the extent that a Responsible Officer of the Certificate Administrator has such knowledge,
provide notice of such failure to the Master Servicer by facsimile transmission sent to telecopy number 877-379-1625 (or such
alternative number provided by the Master Servicer to the Certificate Administrator in writing) and by electronic mail at andrew_j_lindenman@keybank.com
(or such alternative electronic mail address provided by the Master Servicer to the Certificate Administrator in writing) as soon
as possible, but in any event before 5:00 p.m., New York City time, on such day; provided, however, that the
Master Servicer will pay the Certificate Administrator interest on such late payment at the Prime Rate until such late payment
is received by the Certificate Administrator.


 






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(c)         If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan, any Trust
Subordinate Companion Loan or any related 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 Business Days’ prior notice of such
final Distribution Date), 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 (or, in the case of clause (v) below, to the applicable
Mortgage Loan Sellers), for the following purposes:


 


(i)            to reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.06(a) of
this Agreement, for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or Trust Subordinate Companion
Loan, as applicable, or any related REO Property (together with any related Advance Interest Amounts);


 


(ii)           (A) to pay, in accordance with Section 3.06(a) of this Agreement, or to reimburse the Trust for the prior payment
of, any expense relating to such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, or any related REO Property
that constitutes or, if not paid out of such Loss of Value Payments, would constitute an Additional Trust Fund Expense, and (B)
to pay, in accordance with Section 3.06(a) of this Agreement, any unpaid Liquidation Fee due and owing to the Special
Servicer in connection with the receipt of such Loss of Value Payments;


 


(iii)          to offset any portion of Realized Losses that are attributable to such Mortgage Loan or Trust Subordinate Companion Loan,
as applicable, or related REO Property (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 Mortgage Loan with respect thereto) or Trust Subordinate Companion
Loan (or any related successor REO Companion Loan with respect thereto);


 


(iv)          following the occurrence of a Liquidation Event with respect to such Mortgage Loan or Trust Subordinate Companion Loan,
as applicable, or any related 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) through (iii) above as to such Mortgage Loan or Trust
Subordinate Companion Loan, as applicable, to cover the items contemplated by the immediately preceding clauses (i),
(ii)(A) and (iii) in respect of any other Mortgage Loan or REO Mortgage Loan; and


 


(v)           on the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iv)
above, to each Mortgage Loan Seller, its pro rata share of any remaining funds, based on the amount that it contributed,
net of any amount contributed by such Mortgage Loan Seller that was used pursuant to


 






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clauses (i) through (iii)
above to offset any portion of Realized Losses that are attributable to the Mortgage Loan or Trust Subordinate Companion Loan,
as applicable, or any related REO Property for which the contribution was made, Additional Trust Fund Expenses or any Nonrecoverable
Advances incurred with respect to the Mortgage Loan or Trust Subordinate Companion Loan, as applicable, or any related REO Property
for which the contribution was made.


 


Any Loss of Value Payments
transferred to the Collection Account pursuant to clauses (i) through (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 Mortgage Loan with respect thereto)
or Trust Subordinate Companion Loan (or any related successor REO Companion 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 (iv) of the
prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the Mortgage Loan or REO Mortgage
Loan for which such Loss of Value Payments are being transferred to the Collection Account to cover an item contemplated by clauses (i),
(ii)(A) and (iii) of the prior paragraph.


 


Section 3.06A.        Permitted
Withdrawals From the Loan Combination Custodial Account.


 


(a)         The Master Servicer may make withdrawals from the Loan Combination Custodial Account for each Serviced Loan Combination
only as described below (the order set forth below not constituting an order of priority for such withdrawals), subject to the
application of Penalty Charges and Modification Fees in accordance with the related Co-Lender Agreement and Section 3.14 of
this Agreement:


 


(i)            (A) after the Determination Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance
Date, in each calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account
for any REO Property related to such Serviced Loan Combination, if such funds are received after the Determination Date and before
the Distribution Date in any calendar month and were not available for any earlier transfer to the Collection Account in such calendar
month), to transfer to the Collection Account all amounts on deposit in the Loan Combination Custodial Account payable to the Trust
pursuant to the related Co-Lender Agreement with respect to the related Mortgage Loan (or any successor REO Mortgage Loan), including
any applicable Trust Reimbursement Amount, and (B) (1) on or prior to the related Serviced Loan Combination Remittance Date in
each calendar month, to remit to the related Serviced Companion Loan Holder all amounts on deposit in the Loan Combination Custodial
Account that are received as of the Business Day immediately prior to such Serviced Loan Combination Remittance Date that are payable
to such Serviced Companion Loan Holder pursuant to the related Co-Lender Agreement with respect to the related Serviced Companion
Loan (or any successor REO Companion Loan), exclusive of any applicable Trust Reimbursement Amount and (2) on the Business Day
immediately following the receipt of any funds from the REO Account for any REO Property related to such


 






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Serviced Loan Combination,
if such funds are received on or after the related Serviced Loan Combination Remittance Date and before the Distribution Date in
any calendar month, to remit to the related Serviced Companion Loan Holder all amounts on deposit in the Loan Combination Custodial
Account payable to such Serviced Companion Loan Holder pursuant to the related Co-Lender Agreement with respect to the related
Serviced Companion Loan or any successor REO Companion Loan, exclusive of any applicable Trust Reimbursement Amount;


 


(ii)           to pay or reimburse the Master Servicer, the Special Servicer or the Trustee, for Advances made thereby with respect to
such Serviced Loan Combination and any related Advance Interest Amounts (provided that the Trustee shall have priority with respect
to such payment or reimbursement of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right
to reimburse any such Person pursuant to this clause (ii) being limited to late collections (including cure payments by related
Serviced Companion Loan Holders) of the particular item which was the subject of the related Advance, Penalty Charges, Net Condemnation
Proceeds, Net REO Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds on or in respect of the particular Serviced Loan
Combination or any related REO Property; provided, however, that if such Advance has become a Workout-Delayed Reimbursement
Amount (but not a Nonrecoverable Advance), then neither such Workout-Delayed Reimbursement Amount nor any related Advance Interest
Amounts shall be reimbursed or paid, as the case may be, out of payments or other collections of interest (other than Penalty Charges)
or Yield Maintenance Charges on or in respect of the related Mortgage Loan (or any successor REO Mortgage Loan) or the related
Serviced Companion Loan (or any successor REO Companion Loan); and provided, further, that if such Advance is a P&I
Advance with respect to the related Mortgage Loan (or a successor REO Mortgage Loan) or the related Trust Subordinate Companion
Loan (or a successor REO Companion Loan), then neither such Advance nor any related Advance Interest Amounts shall be reimbursed
or paid, as the case may be, out of, or otherwise result in a reduction of, amounts otherwise payable to the related Serviced Companion
Loan Holder(s) with respect to the related Serviced Companion Loan(s) (or any successor REO Companion Loan(s)), except that in
the case of a Serviced AB Loan Combination, reimbursements or payments, as the case may be, of Advances or any related Advance
Interest Amounts shall be made taking into account the subordinate nature of the related Subordinate Companion Loan(s) to the extent
set forth in, and in accordance with, the related Co-Lender Agreement, and except that neither a P&I Advance on a Trust Subordinate
Companion Loan (or any successor REO Companion Loan) nor any related Advance Interest Amount shall be reimbursed or paid, as the
case may be, out of, or otherwise result in a reduction of, collections on or allocable to the related Mortgage Loan or a successor
REO Mortgage Loan with respect thereto unless such P&I Advance and/or Advance Interest Amount constitutes a Nonrecoverable
P&I Advance;


 


(iii)          to pay on or before each Master Servicer Remittance Date (A) to the Master Servicer (who shall pay the holder of the Excess
Servicing Fee Rights the portion of the Servicing Fee that represents Excess Servicing Fees in accordance


 






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with Section 3.12
of this Agreement) as compensation, the aggregate unpaid Servicing Fee with respect to such Serviced Loan Combination (to the extent
not otherwise required to be applied against Prepayment Interest Shortfalls) in respect of the immediately preceding Interest Accrual
Period, to be paid from interest received on the related Mortgage Loan or Serviced Companion Loan, as applicable, and to pay from
time to time to the Master Servicer in accordance with Section 3.07(b) any interest or investment income earned on
funds deposited in such Loan Combination Custodial Account and (B) to the Special Servicer as compensation, any Special Servicing
Compensation payable with respect to such Serviced Loan Combination; provided, however, that no Servicing Fees or Special Servicing
Compensation earned with respect to the related Mortgage Loan (or a successor REO Mortgage Loan) shall be payable out of, or otherwise
result in a reduction of, amounts otherwise payable to the related Serviced Companion Loan Holder with respect to the related Serviced
Companion Loan (or any successor REO Companion Loan) (provided that, in the case of a Serviced AB Loan Combination, such payments
shall be made taking into account the subordinate nature of the related Subordinate Companion Loan(s) to the extent set forth in,
and in accordance with, the related Co-Lender Agreement), and no Servicing Fees or Special Servicing Compensation earned with respect
to the related Serviced Companion Loan (or any successor REO Companion Loan) shall be payable out of, or otherwise result in a
reduction of, amounts otherwise payable to the Trust with respect to the related Mortgage Loan (or a successor REO Mortgage Loan)
(it being acknowledged and agreed that this proviso is in no way intended to limit the rights of the Master Servicer or Special
Servicer under the related Co-Lender Agreement to seek payment of any unpaid Servicing Fees or Special Servicing Compensation,
as applicable, with respect to any Serviced Companion Loan not held by the Trust from the related Serviced Companion Loan Holder);


 


(iv)          to pay for costs and expenses incurred by the Trust Fund solely with respect to such Serviced Loan Combination and related
REO Property pursuant to Section 3.10(e) and to pay Liquidation Expenses out of Liquidation Proceeds pursuant to Section 3.11;


 


(v)           to the extent not reimbursed or paid pursuant to any other clause of this Section 3.06A, to reimburse or pay
the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the
Special Servicer or the Depositor, as applicable, for unpaid Additional Trust Fund Expenses, Servicing Fees and other unpaid items
incurred by or owing to such Person pursuant to the second sentence of Section 3.07(c), Section 3.08(a),
Section 3.08(b), Section 3.10, the second sentence of Section 3.12(a), the third sentence of Section 3.12(c),
Section 3.16(a), Section 3.29, Section 6.03, Section 7.04, Section 8.05(a),
Section 8.05(b), Section 8.05(d), Section 11.02(a), Section 11.02(b) or Section 12.07,
or any other provision of this Agreement pursuant to which such Person is entitled to reimbursement or payment from the Trust Fund,
in each case only to the extent expressly reimbursable under such Section and to the extent related to such Serviced Loan
Combination and not related to amounts which are solely expenses of the Trust Fund (such as expenses


 






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related to administration
of the Trust Fund or REMIC taxes, penalties or interest or preservation of the REMIC status of each Trust REMIC), it being acknowledged
that this clause (v) shall not be deemed to modify the substance of any such Section , including the provisions of such
Section that set forth the extent to which one of the foregoing Persons is or is not entitled to payment or reimbursement;
provided, however, that no payment or reimbursement to the Operating Advisor, the Asset Representations Reviewer or the Certificate
Administrator or payment or reimbursement of costs and expenses associated with obtaining a Rating Agency Confirmation, shall be
made out of, or otherwise result in a reduction of, amounts otherwise payable to the related Serviced Companion Loan Holder with
respect to the related Serviced Companion Loan (or successor REO Companion Loan) (provided that, in the case of a Serviced AB Loan
Combination, such payments or reimbursements shall be made taking into account the subordinate nature of the related Subordinate
Companion Loan(s) to the extent set forth in, and in accordance with, the related Co-Lender Agreement), no payment of fees or other
compensation to the Operating Advisor, the Trustee or the Certificate Administrator with respect to a Trust Subordinate Companion
Loan or successor REO Companion Loan shall be made out of, or otherwise result in a reduction of, collections on or otherwise allocable
to the related Mortgage Loan or a successor REO Mortgage Loan with respect thereto, and no payment or reimbursement of costs and
expenses associated with obtaining a Companion Loan Rating Agency Confirmation shall be made out of, or otherwise result in a reduction
of, amounts otherwise payable to the Trust with respect to the related Mortgage Loan (or any successor REO Mortgage Loan) or any
related Trust Subordinate Companion Loan (or any successor REO Companion Loan);


 


(vi)           to make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in such Loan Combination
Custodial Account as are contemplated by the related Co-Lender Agreement and Section 3.14 of this Agreement;


 


(vii)          to withdraw any amount deposited into such Loan Combination Custodial Account that was not required to be deposited therein;


 


(viii)        
if the related Serviced Companion Loan (or any successor REO Companion Loan with respect thereto) is part of an Other Securitization
Trust, to the extent required by the related Co-Lender Agreement, to reimburse the applicable party to the related Other Pooling
and Servicing Agreement for any advances of delinquent monthly debt service payments made thereby with respect to such Serviced
Companion Loan (or REO Companion Loan), together with interest thereon, provided that such reimbursement, together with interest,
shall be made solely out of payments and other collections on such Serviced Companion Loan (or REO Companion Loan); or


 


(ix)           to clear and terminate such Loan Combination Custodial Account pursuant to Section 9.01 of this Agreement.


 






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The Master Servicer shall
keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan and Companion Loan-by-Companion Loan basis, for the
purpose of justifying any withdrawal from each Loan Combination Custodial Account pursuant to subclauses (i) through (ix)
above. If and to the extent that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any
clause of the prior paragraph above for any cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon with
respect to a Serviced Loan Combination out of monies allocable to the related Mortgage Loan (or any successor REO Mortgage Loan)
to an extent that the Trust as holder of the related Mortgage Loan has borne some or all of the related Serviced Companion Loan’s
allocable share of such cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon (taking into account the
subordinate nature of any related Subordinate Companion Loan(s) to the extent set forth in, and in accordance with, the related
Co-Lender Agreement), the Master Servicer shall use efforts consistent with the Servicing Standard to collect such amounts disproportionately
borne by the Trust out of collections on such Serviced Companion Loan (or, if and to the extent permitted under the related Co-Lender
Agreement, from the related Serviced Companion Loan Holder) and deposit all such amounts (collectively, with respect to such Serviced
Companion Loan, the “Trust Reimbursement Amount No.2” and, together with Trust Reimbursement Amount No.1, the
“Trust Reimbursement Amount”) collected from or on behalf of the related Serviced Companion Loan Holder into
the Collection Account.


 


The Master Servicer shall
pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer), the Operating Advisor,
the Trustee, the Certificate Administrator and an advancing party under any Other Pooling and Servicing Agreement, as applicable,
from the applicable Loan Combination Custodial Account, amounts permitted to be paid thereto from such account promptly upon receipt
of a written statement of an officer of the Special Servicer, an officer of the Operating Advisor, a Responsible Officer of the
Trustee or the Certificate Administrator or an officer of such advancing party under such Other Pooling and Servicing Agreement,
as the case may be, describing the item and amount to which the Special Servicer (or such third party contractor), the Operating
Advisor, the Trustee, the Certificate Administrator or such advancing party under such Other Pooling and Servicing Agreement, as
the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor, the Trustee or the Certificate
Administrator, as the case may be, is clearly required pursuant to this Agreement, in which case a written statement is not required).
The Master Servicer may rely conclusively on any such written statement and shall have no duty to re-calculate the amounts stated
therein. The parties seeking payment pursuant to this Section shall each keep and maintain separate accounting for the purpose
of justifying any request for withdrawal from each Loan Combination Custodial Account, on a loan-by-loan basis.


 


The Trustee, the Depositor,
the Operating Advisor, the Certificate Administrator, the Special Servicer and the Master Servicer shall in all cases have a right
prior to the Certificateholders and the Uncertificated Interest Owners to any funds on deposit in a Loan Combination Custodial
Account from time to time for the reimbursement or payment of the Servicing Fees (including investment income), or Special Servicing
Compensation, Advances, Advance Interest Amounts and their respective indemnity amounts or expenses hereunder to the extent such
fees, indemnity amounts and expenses are to be reimbursed or paid from amounts on deposit in such Loan Combination Custodial Account
pursuant to this Agreement and the related Co-Lender Agreement (and to have such amounts paid directly to third party contractors
for any


 






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invoices approved by the Trustee, the Depositor, the Certificate Administrator, the Master Servicer or the Special Servicer,
as applicable); provided, however, for the avoidance of doubt, neither the Trustee/Certificate Administrator Fees
nor the Operating Advisor Fee shall be paid from funds on deposit in a Loan Combination Custodial Account.


 


After the Determination
Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in each calendar month (and
also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property related to the
applicable Serviced Loan Combination, if such funds are received after the Determination Date and before the Distribution Date
in any calendar month and were not available for any earlier transfer to the Collection Account in such calendar month), the Master
Servicer shall remit for deposit in the Collection Account all amounts on deposit in a Loan Combination Custodial Account payable
to the Trust pursuant to the related Co-Lender Agreement with respect to the related Mortgage Loan (or any successor REO Mortgage
Loan), including any applicable Trust Reimbursement Amount; and on or prior to the related Serviced Loan Combination Remittance
Date in each calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for
any REO Property related to the applicable Serviced Loan Combination, if such funds are received after the Determination Date and
before the Distribution Date in any calendar month), the Master Servicer shall remit to the related Serviced Companion Loan Holder
all amounts on deposit in a Loan Combination Custodial Account payable to such Serviced Companion Loan Holder pursuant to the related
Co-Lender Agreement with respect to the related Serviced Companion Loan (or any successor REO Companion Loan), exclusive of any
applicable Trust Reimbursement Amount, in each case, prior to the required remittance from the Collection Account to the Certificate
Administrator for deposit into the Lower-Tier REMIC Distribution Account on such Master Servicer Remittance Date.


 


(b)         Notwithstanding anything to the contrary contained herein, with respect to each Serviced Companion Loan, the Master Servicer
shall withdraw from the related Loan Combination Custodial Account and remit to the related Serviced Companion Loan Holder, within
one (1) Business Day of receipt of properly identified funds, any amounts that represent late collections or Principal Prepayments
received by the Master Servicer from the related Mortgagor that are allocable to such Serviced Companion Loan or any successor
REO Companion Loan with respect thereto (exclusive of any portion of such amount paid or reimbursed to any third party in accordance
with the related Co-Lender Agreement) unless such amount would otherwise be included in the monthly remittance to the related Serviced
Companion Loan Holder for such month pursuant to Section 3.06A(a); provided, however, 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 amounts to the related Serviced Companion Loan Holder within one (1) Business Day of
receipt of properly identified funds but, in any event, the Master Servicer shall remit such amounts within two (2) Business
Days of receipt of properly identified funds.


 






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Section 3.07     Investment of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts.


 


(a)         The
Master Servicer, or with respect to any REO Account and any Loss of Value Reserve Fund, the Special Servicer, may direct any
depository institution maintaining the Collection Account, any Loan Combination Custodial Account, any Mortgagor Account
(subject to the second succeeding sentence), any REO Account or any Loss of Value Reserve Fund (each of the Collection
Account, any Loan Combination Custodial Account, any REO Account, any Loss of Value Reserve Fund and any Mortgagor Account,
for purposes of this Section 3.07, an “Investment Account”), to invest the funds in such
Investment Account in one or more Permitted Investments that bear interest or are sold at a discount, and that mature, unless
payable on demand, no later than the Business Day preceding the date on which such funds are required to be withdrawn from
such Investment Account pursuant to this Agreement. Any direction by the Master Servicer or the Special Servicer to invest
funds on deposit in an Investment Account shall be in writing and shall certify that the requested investment is a Permitted
Investment which matures at or prior to the time required hereby or is payable on demand. In the case of any Escrow Account
or Lock-Box Account (the “Mortgagor Accounts”), the Master Servicer shall act upon the written request of
the related Mortgagor or Manager to the extent the Master Servicer is required to do so under the terms of the respective
Mortgage Loan (or Serviced Loan Combination) or related documents, provided that in the absence of appropriate written
instructions from the related Mortgagor or Manager meeting the requirements of this Section 3.07, the Master
Servicer shall have no obligation to, but will be entitled to, direct the investment of funds in such accounts in Permitted
Investments. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in
an Investment Account shall be made in the name of the Trustee or a nominee of the Trustee (in each case for the benefit of
the Certificateholders and the Combined Uncertificated VRR Interest Owner). The Trustee (for the benefit of the
Certificateholders and the Combined Uncertificated VRR Interest Owner) shall have sole control (except with respect to
investment direction, which shall be in the control of the Master Servicer (with respect to the Collection Account, any Loan
Combination Custodial Account or any Mortgagor Account) or the Special Servicer (with respect to any REO Accounts and any
Loss of Value Reserve Fund), as applicable, as an independent contractor to the Trust Fund) over each such investment and any
certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its nominee
(which shall initially be the Master Servicer or the Special Servicer, as applicable), together with any document of
transfer, if any, necessary to transfer title to such investment to the Trustee or its nominee (for the benefit of the
Certificateholders and the Combined Uncertificated VRR Interest Owner). Neither the Trustee nor the Certificate Administrator
shall have any responsibility or liability with respect to the investment directions of the Master Servicer or the Special
Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether from Permitted Investments or otherwise. The Master Servicer shall have no responsibility or liability with respect to the investment direction
of the Special Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether from Permitted Investments or otherwise.
The Special Servicer shall have no responsibility or liability with respect to the investment direction of the Master Servicer,
any Mortgagor or any property manager or any losses resulting therefrom, whether from Permitted


 






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Investments or otherwise. In the
event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Master
Servicer (or the Special Servicer in the case of REO Accounts and any Loss of Value Reserve Fund), shall: (x) consistent with
any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise
mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required
to be withdrawn on such date; and (y) demand payment of all amounts due thereunder promptly upon determination by the Master
Servicer (or the Special Servicer in the case of REO Accounts and any Loss of Value Reserve Fund) that such Permitted Investment
would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related Investment Account. Amounts
on deposit in the Distribution Account, the Excess Interest Distribution Account, the Excess Liquidation Proceeds Reserve Account
and the Interest Reserve Account (each, a “Certificate Administrator Account”) shall remain uninvested.


 


(b)         All income and gain realized from investment of funds deposited in any Investment Account shall be for the benefit of the
Master Servicer, except with respect to the investment of funds deposited in (i) any Mortgagor Account to the extent required
under the Mortgage Loan (or Serviced Loan Combination) or applicable law to be for the benefit of the related Mortgagor or (ii) any
REO Account and any Loss of Value Reserve Fund, which shall be for the benefit of the Special Servicer, and if held in the Collection
Account, a Loan Combination Custodial Account or an REO Account, shall be subject to withdrawal by the Master Servicer or the Special
Servicer, as applicable, in accordance with Section 3.06, Section 3.06A or Section 3.16(b)
of this Agreement, as applicable. The Master Servicer (or with respect to any REO Account and any Loss of Value Reserve Fund, the
Special Servicer) shall deposit from its own funds into any applicable Investment Account, the amount of any loss incurred in respect
of any such Permitted Investment immediately upon realization of such loss (except with respect to losses incurred as a result
of the related Mortgagor or Manager exercising its power under the related Loan Documents to direct such investment in such Mortgagor
Account); provided, however, that the Master Servicer or Special Servicer, as applicable, may reduce the amount of
such payment to the extent it forgoes any investment income in such Investment Account otherwise payable to it. The Master Servicer
shall also deposit from its own funds in any Mortgagor Account the amount of any loss incurred in respect of Permitted Investments,
except to the extent that amounts are invested for the benefit of the Mortgagor under the terms of the Mortgage Loan (or Serviced
Loan Combination) or applicable law. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer (in their
respective capacities as Master Servicer and Special Servicer, respectively) 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
is not the Person or an Affiliate of the Person maintaining such account hereunder and satisfied the qualifications set forth in
the definition of Eligible Account both (1) at the time such investment was made and (2) as of the date that is 30 days
prior to the insolvency.


 






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(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 Trustee may,
and upon the request of Holders of Certificates representing greater than 50% of the Percentage Interests of any Class shall,
take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
proceedings. In the event the Trustee takes any such action, the Trust Fund shall pay or reimburse the Trustee for all reasonable
out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in connection therewith. In the event that the
Trustee does not take any such action, the Master Servicer may, but is not obligated to, take such action at its own cost and expense.


 


Section 3.08      Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage.


 


(a)         The Master Servicer on behalf of the Trustee, as mortgagee of record, shall use efforts consistent with the Servicing Standard
to cause the related Mortgagor to maintain, to the extent required by each Mortgage Loan (other than an Outside Serviced Mortgage
Loan) and each Serviced Companion Loan (except to the extent that the failure to maintain such insurance coverage is an Acceptable
Insurance Default), and if the Mortgagor does not so maintain, shall itself maintain (subject to the provisions of this Agreement
concerning Nonrecoverable Advances and to the extent the Trustee as mortgagee of record has an insurable interest and to the extent
available at commercially reasonable rates), (i) fire and hazard insurance (and windstorm insurance, if applicable) with extended
coverage on the related Mortgaged Property in an amount which is at least equal to the lesser of (a) one hundred percent (100%)
of the then “full replacement cost” of the improvements and equipment (excluding foundations, footings and excavation
costs), without deduction for physical depreciation, and (b) the outstanding principal balance of the related Mortgage Loan
and the related Serviced Companion Loan(s) or such greater amount as is necessary to prevent any reduction in such policy by reason
of the application of co-insurance provisions and to prevent the Trustee thereunder from being deemed to be a co-insurer and provided
such policy shall include a “replacement cost” rider, (ii) insurance providing coverage against 18 months
(or such longer period or with such extended period endorsement as provided in the related Mortgage or other Loan Document) of
rent interruptions and (iii) such other insurance as is required in the related Mortgage Loan and the related Serviced Companion
Loan; provided that, if the Loan Documents with respect to any Sabal Mortgage Loan permit the related Mortgagor to maintain,
with the lender’s consent or agreement, any insurance policy that (A) has coverages, deductibles and/or other related provisions
other than those specified in the related Loan Documents or (B) is provided by an insurer that does not meet the credit ratings
requirements set forth in the related Loan Documents (any such insurance policy, a “Non-Conforming Policy”),
the Master Servicer shall not consent or agree to such Non-Conforming Policy unless the Master Servicer has received a Rating Agency
Confirmation with respect to such Non-Conforming Policy. Subject to Section 3.16 of this Agreement, the Special Servicer
in accordance with the Servicing Standard and to the extent available at commercially reasonable rates (as determined by the Special
Servicer in accordance with the Servicing Standard), shall cause to be maintained for each REO


 






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Property (other than an REO Property
related to an Outside Serviced Mortgage Loan) no less insurance coverage than was previously required of the Mortgagor under the
related Loan Documents (except to the extent that the failure to maintain such insurance coverage is an Acceptable Insurance Default);
provided that to the extent the Loan Documents require the related Mortgagor to maintain insurance with an insurer rated
better than as indicated in the definition of “Qualified Insurer”, the Master Servicer may, without a Rating
Agency Confirmation or the approval of the Special Servicer, to the extent consistent with the Servicing Standard, permit the related
Mortgagor to maintain insurance with an insurer that does not meet the requirements of the Loan Documents so long as the related
Mortgagor maintains insurance with an insurer rated at least as indicated in the definition of “Qualified Insurer”.
All insurance for an REO Property shall be from a Qualified Insurer, if available from a Qualified Insurer, and if not available
from a Qualified Insurer, from an insurance provider that is rated the next highest available rating who is offering such insurance
at commercially reasonable rates. Any amounts collected by the Master Servicer or the Special Servicer under any such policies
(other than amounts required to be applied to the restoration or repair of the related Mortgaged Property or amounts to be released
to the Mortgagor in accordance with the terms of the related Loan Documents) shall be deposited into the Collection Account
pursuant to Section 3.05 of this Agreement or the Loan Combination Custodial Account pursuant to Section 3.05A
of this Agreement, as applicable, subject to withdrawal pursuant to Section 3.05, Section 3.05A, Section 3.06
or Section 3.06A of this Agreement. Any cost incurred by the Master Servicer or the Special Servicer in maintaining
any such insurance shall not, for the purpose of calculating distributions to Certificateholders and the Combined Uncertificated
VRR Interest Owner, be added to the unpaid principal balance of the related Mortgage Loan, notwithstanding that the terms of such
Mortgage Loan so permit. It is understood and agreed that no other additional insurance other than flood insurance or earthquake
insurance subject to the conditions set forth below is to be required of any Mortgagor or to be maintained by the Master Servicer
other than pursuant to the terms of the related Loan Documents and pursuant to such applicable laws and regulations as shall at
any time be in force and as shall require such additional insurance. If the related Mortgaged Property (other than an REO Property
and other than with respect to an Outside Serviced Mortgage Loan) is located in a federally designated special flood hazard area,
the Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor to maintain, to the
extent required by each Serviced Loan, and if the related Mortgagor does not so maintain, shall itself obtain (subject to the provisions
of this Agreement concerning Nonrecoverable Advances) and maintain flood insurance in respect thereof. Such flood insurance shall
be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan and the related Serviced
Companion Loan(s) and (ii) the maximum amount of such insurance required by the terms of the related Mortgage Loan or Serviced
Loan Combination and as is available for the related property under the national flood insurance program (assuming that the area
in which such property is located is participating in such program). If a Mortgaged Property (other than an REO Property) is related
to a Serviced Loan pursuant to which earthquake insurance is required to be maintained pursuant to the terms of the Mortgage Loan
or Serviced Loan Combination, the Master Servicer shall use efforts consistent with the Servicing Standard to cause the related
Mortgagor to maintain, and if the related Mortgagor does not so maintain will itself obtain


 






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(subject to the provisions of this
Agreement concerning Nonrecoverable Advances and for so long as such insurance continues to be available at commercially reasonable
rates) and maintain earthquake insurance in respect thereof, in the amount required by the Mortgage Loan or Serviced Loan Combination
or, if not specified, in-place at origination. If an REO Property (other than an REO Property related to the Outside Serviced Mortgage
Loan) (i) is located in a federally designated special flood hazard area or (ii) is related to a Serviced Loan with respect
to which earthquake insurance would be appropriate in accordance with the Servicing Standard and such insurance is available at
commercially reasonable rates, the Special Servicer will obtain (subject to the provisions of this Agreement concerning Nonrecoverable
Advances) and maintain flood insurance and/or earthquake insurance in respect thereof providing the same coverage as described
in this Section 3.08(a). Out-of-pocket expenses incurred by the Master Servicer or Special Servicer in maintaining
insurance policies pursuant to this Section 3.08 shall be advanced by the Master Servicer as a Property Advance and
shall be reimbursable to the Master Servicer with interest at the Advance Rate. The Master Servicer (or the Special Servicer, with
respect to REO Properties) agrees to prepare and present, on behalf of itself, the Trustee and the Certificateholders, the Combined
Uncertificated VRR Interest Owner and the Serviced Companion Loan Holders, claims under each related insurance policy maintained
by it pursuant to this Section 3.08(a) in a timely fashion in accordance with the terms of such policy and to take
such reasonable steps as are necessary to receive payment or to permit recovery thereunder. All insurance policies required to
be maintained by the Master Servicer or Special Servicer hereunder shall name the Trustee or the Master Servicer or the Special
Servicer, on behalf of the Trustee as the mortgagee, as loss payee, and shall be issued by Qualified Insurers, if available from
a Qualified Insurer, and if not available from a Qualified Insurer, from an insurance provider that is rated the next highest available
rating who is offering such insurance at commercially reasonable rates. Notwithstanding the foregoing: (A) the Master Servicer
shall not be required to maintain any earthquake or environmental insurance policy on any Mortgaged Property and the Special Servicer
shall not be required to maintain any earthquake or environmental insurance policy on any REO Property, in each case unless such
insurance is required to be maintained under the related Loan Documents and is available at commercially reasonable rates; provided,
however, that neither the Master Servicer nor the Special Servicer shall have any obligation to maintain such earthquake
or environmental insurance policy required under the related Loan Documents if the originator of the Serviced Mortgage Loan or
Serviced Loan Combination waived compliance with such insurance requirements (and if the applicable Master Servicer does not cause
the Mortgagor to maintain or does not itself maintain such earthquake or environmental insurance policy on any Mortgaged Property,
the Special Servicer shall have the right, but not the duty, to obtain, at the Trust’s expense, earthquake or environmental
insurance on any Mortgaged Property securing a Specially Serviced Loan or an REO Property so long as such insurance is available
at commercially reasonable rates); (B) with respect to the Master Servicer’s obligation to cause the related Mortgagor
to maintain such insurance, the Master Servicer shall have no obligation beyond using its efforts consistent with the Servicing
Standard to cause any Mortgagor to maintain the insurance required to be maintained or that the lender is entitled to reasonably
require, subject to applicable law, under the related Loan Documents; and (C) in making determinations as to the availability
of insurance at commercially reasonable rates or


 






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otherwise, the Master Servicer or the Special Servicer, as applicable, shall,
to the extent consistent with the Servicing Standard, be entitled to rely, at its own expense, on insurance consultants in making
such determination and any such determinations by the Master Servicer or the Special Servicer, as applicable, need not be made
more frequently than annually but in any event shall be made at the approximate date on which the Master Servicer or the Special
Servicer, as applicable, receives notice of the renewal, replacement or cancellation of coverage.


 


Notwithstanding the foregoing,
the Master Servicer or Special Servicer, as applicable, will not be required to maintain, and shall not cause a Mortgagor to be
in default with respect to the failure of the related Mortgagor to obtain, all risk casualty insurance which does not contain any
carve out for terrorist or similar acts, if, and only if, the Special Servicer has determined in accordance with the Servicing
Standard that the failure to maintain such insurance is an Acceptable Insurance Default; provided that, during the period
that the Special Servicer is evaluating such insurance hereunder, the Master Servicer shall not be liable for any loss related
to its failure to require the Mortgagor to maintain terrorism insurance and shall not be in default of its obligations hereunder
as a result of such failure. The Special Servicer shall promptly notify the Master Servicer of each determination under this paragraph.


 


(b)         (i) If the Master Servicer or the Special Servicer obtains and maintains a blanket insurance policy insuring against fire
and hazard losses on all of the Mortgaged Properties (other than REO Properties and other than Mortgaged Properties that secure
the Outside Serviced Mortgage Loans) as to which the related Mortgagor has not maintained insurance required by the related Mortgage
Loan or, if applicable, related Serviced Loan Combination (other than any Mortgagor that is required under the related Loan Documents
to maintain insurance with an insurer rated better than as indicated in the definition of “Qualified Insurer”
that maintains insurance with an insurer rated at least as indicated in the definition of “Qualified Insurer”)
or the Special Servicer obtains and maintains a blanket insurance policy insuring against fire and hazard losses on all of the
REO Properties (other than an REO Property acquired in respect of an Outside Serviced Mortgage Loan), as required under this Agreement,
as the case may be, then the Master Servicer or the Special Servicer, as the case may be, shall conclusively be deemed to have
satisfied its respective obligations concerning the maintenance of insurance coverage set forth in Section 3.08(a)
of this Agreement. Any such blanket insurance policy shall be maintained with a Qualified Insurer. A blanket insurance policy may
contain a deductible clause, in which case the Master Servicer or the Special Servicer, as applicable, shall, in the event that
(i) there shall not have been maintained on the related Mortgaged Property a policy otherwise complying with the provisions
of Section 3.08(a) of this Agreement, and (ii) there shall have been one or more losses which would have been
covered by such a policy had it been maintained, immediately deposit into the Collection Account or, if applicable, related Loan
Combination Custodial Account from its own funds the amount not otherwise payable under the blanket policy because of such deductible
clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan or
Serviced Loan Combination or, in the absence of any such deductible limitation, the deductible limitation which is consistent with
the Servicing Standard. In connection with its activities as Master Servicer or the Special Servicer hereunder, as applicable,
the Master Servicer and the Special Servicer, respectively, agree


 






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to prepare and present, on behalf of itself, the Trustee, the
Certificateholders, the Combined Uncertificated VRR Interest Owner and any related Serviced Companion Loan Holder, claims under
any such blanket policy which it maintains in a timely fashion in accordance with the terms of such policy and to take such reasonable
steps as are necessary to receive payment or permit recovery thereunder.


 


(ii)           If the Master Servicer causes any Mortgaged Property (other than any REO Property and other than any Mortgaged Property
that secures an Outside Serviced Mortgage Loan) or the Special Servicer causes any REO Property (other than an REO Property acquired
in respect of an Outside Serviced Mortgage Loan) to be covered by a master force placed insurance policy and such policy shall
be issued by a Qualified Insurer and provide no less coverage in scope and amount for such Mortgaged Property or REO Property than
the insurance required to be maintained pursuant to Section 3.08(a) of this Agreement, then the Master Servicer or
Special Servicer, as the case may be, shall conclusively be deemed to have satisfied its respective obligations to maintain insurance
pursuant to Section 3.08(a) of this Agreement. Such policy may contain a deductible clause, in which case the Master
Servicer or the Special Servicer, as applicable, shall, in the event that (i) there shall not have been maintained on the
related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.08(a), and
(ii) there shall have been one or more losses which would have been covered by such a policy had it been maintained, immediately
deposit into the Collection Account or, if applicable, related Loan Combination Custodial Account from its own funds the amount
not otherwise payable under such policy because of such deductible to the extent that any such deductible exceeds the deductible
limitation that pertained to the related Mortgage Loan and/or related Serviced Companion Loan(s) related thereto, or, in the absence
of any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.


 


(iii)          In either case, if the Master Servicer or Special Servicer, as applicable, causes any Mortgaged Property or REO Property
to be covered by such “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 as a Property Advance. Any legal fees or other out-of-pocket costs incurred
in accordance with the Servicing Standard in connection with any claim under an insurance policy described above (whether by the
Master Servicer or Special Servicer) shall be paid by, and reimbursable to, the Master Servicer as a Property Advance.


 


(c)         The Master Servicer and the Special Servicer shall each obtain and maintain in effect a fidelity bond or similar form of
insurance coverage (which may provide blanket coverage) or a combination of fidelity bond and insurance coverage, in such form
as is consistent with the Servicing Standard and in such amounts that are consistent with the Servicing Standard, insuring against
loss occasioned by fraud, theft or other intentional misconduct of the officers and employees of the Master Servicer or the Special
Servicer, as the case may be. The Master Servicer and the Special Servicer each shall be deemed to


 






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have complied with this provision
if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded
thereunder extends to the Master Servicer or the Special Servicer, as applicable. In addition, the Master Servicer and the Special
Servicer shall each keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned
by the errors and omissions of its officers and employees in connection with its obligations to service the Mortgage Loans and
any Serviced Companion Loans hereunder in such form as is consistent with the Servicing Standard and in such amounts as are consistent
with the Servicing Standard. Notwithstanding the foregoing, so long as the Master Servicer (or its corporate parent) or the Special
Servicer (or its corporate parent) has (i) a long-term unsecured debt rating or deposit account rating of at least “A-”
as rated by S&P and “A(low)” as rated by DBRS Morningstar and (ii) a short term deposit or unsecured debt rating
of at least “F1” by Fitch, the Master Servicer or the Special Servicer, as applicable, may self-insure for the fidelity
bond and errors and omissions coverage otherwise required above. The Master Servicer shall cause each and every Sub-Servicer it
has engaged to maintain or cause to be maintained by an agent or contractor servicing any Mortgage Loan or Serviced Loan Combination
on behalf of such Sub-Servicer, a fidelity bond and an errors and omissions insurance policy which satisfy the requirements for
the fidelity bond and the errors and omissions policy to be maintained by the Master Servicer to comply with the foregoing. All
fidelity bonds and policies of errors and omissions insurance obtained under this Section 3.08(c) shall be issued by
a Qualified Insurer.


 


(d)         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 3.09     Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions.


 


(a)         Upon receipt of any request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision under the
Loan Documents of a Serviced Loan, the Special Servicer shall promptly process and analyze such request, including the preparation
of written materials in connection with such analysis, and determine in a manner consistent with the Servicing Standard whether
to waive any right to accelerate payment the lender may have, or grant its consent, under the due-on-sale or due-on-encumbrance
provision of such Serviced Loan. If the Master Servicer receives any such request with respect to Performing Serviced Loans, the
Master Servicer shall promptly deliver a copy of such request to the Special Servicer. Notwithstanding the forgoing, with respect
to any Performing Serviced Loan as to which the Master Servicer and the Specially Servicer mutually agree, the Master Servicer
shall process and analyze any such request, including the preparation of written materials in connection with such analysis, in
accordance with the Servicing Standard, and provide its written recommendation and analysis to the Special Servicer as to whether
or not to waive any right to accelerate payment the lender may have, or grant its consent, under the due-on-sale or


 






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due-on-encumbrance
provision of such Serviced Loan (with any such recommended course of action to be subject to the Special Servicer’s consent).


 


Both the Master Servicer
and the Special Servicer (as applicable in accordance with the first paragraph of this Section 3.09(a)) each in a manner
consistent with the Servicing Standard and each on behalf of the Trustee as the mortgagee of record, shall, to the extent permitted
by applicable law, enforce the restrictions contained in the related Loan Documents on transfers or further encumbrances of the
related Mortgaged Property and on transfers or further encumbrances of interests in the related Mortgagor, unless following receipt
of a request for a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision the Master Servicer (to the extent
that it is processing such request pursuant to the first paragraph of this Section 3.09(a), with the written consent
of the Special Servicer, which consent shall be deemed given if not denied within 15 Business Days (or, with respect to a Serviced
Loan Combination, such longer period as required by the related Co-Lender Agreement, but in no event less than 5 Business
Days after the time period set forth in such Co-Lender Agreement for review by any related Serviced Companion Loan Holder or its
Companion Loan Holder Representative) after the Special Servicer’s receipt (unless earlier objected to) of the written recommendation
and analysis of the Master Servicer for such action and any additional information reasonably available to the Master Servicer
that the Special Servicer may reasonably request for the analysis of such request, which recommendation and information may be
delivered in an electronic format reasonably acceptable to the Master Servicer and the Special Servicer) or the Special Servicer,
as applicable, has determined, consistent with the Servicing Standard, that the waiver of such restrictions or granting of consent
would be in accordance with the Servicing Standard. Promptly after the Master Servicer (with the written consent of the Special
Servicer to the extent required pursuant to this Section 3.09(a)) or the Special Servicer, as applicable, has made
any determination to grant a waiver in respect of a due-on-sale or due-on-encumbrance provision, the Master Servicer or the Special
Servicer, as applicable, shall: (1) deliver to the Trustee, the Certificate Administrator, each other party to this Agreement and,
for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement,
the Rule 17g-5 Information Provider an Officer’s Certificate setting forth the basis for such determination; provided
that, notwithstanding anything herein to the contrary, no such Officer’s Certificate shall be required to be delivered if
the Master Servicer or Special Servicer, as applicable, is granting consent to an assumption pursuant to this Section 3.09(a)
in accordance with the terms of the related Loan Documents and there is no material waiver of any conditions or any other provisions
of the related Loan Documents with respect thereto; and (2) close the related transaction, subject to the consent of the Special
Servicer obtained as described above (if the Master Servicer is processing such request) and to the consent rights of any applicable
Directing Holder and/or the consultation rights of any applicable Consulting Party (to the extent any such Directing Holder or
Consulting Party has consent or consultation rights, as applicable, pursuant to any related Co-Lender Agreement or pursuant to
Section 3.29, Section 6.09, Section 3.24 or this Section 3.09(a), as applicable), and subject to Sections
3.09(b), 3.21, 3.24, 3.25 and Section 3.28; provided, however, that neither the Master Servicer
nor the Special Servicer shall enter into any such agreement to the extent that any terms thereof would result in (i) the imposition
of a tax on a Trust REMIC under the REMIC Provisions 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 subpart E, part I of subchapter J of the Code for federal income tax purposes
at any time that any Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior to, or on parity
with, the lien of the related Mortgage.


 






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With respect to all Serviced
Mortgage Loans and each Serviced Loan Combination, the Special Servicer shall, prior to consenting to a proposed action of the
Master Servicer pursuant to this Section 3.09 that constitutes a Major Decision, and prior to itself taking such an
action, obtain the written consent of any applicable Directing Holder, which consent shall be deemed given ten (10) Business Days
after receipt (unless earlier objected to) by such related Directing Holder of the Major Decision Reporting Package for such action,
which recommendation and information may be delivered in an electronic format reasonably acceptable to the related Directing Holder
and the Master Servicer or the Special Servicer, as applicable.


 


In addition, neither
the Master Servicer nor the Special Servicer may waive the rights of the lender or grant its consent under any “due-on-encumbrance”
provision unless (1) the Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing the
related request pursuant to this Section 3.09(a)), shall have received a prior written Rating Agency Confirmation with
respect to such action, or (2) the affected Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced
Loan Combination) (A) represents less than 2% of the aggregate principal balance of all of the Mortgage Loans in the Trust Fund,
(B) has a principal balance that is equal to or less than $35,000,000, (C) has a Loan-to-Value Ratio equal to or less than 85%
(including any existing and proposed debt), (D) has a Debt Service Coverage Ratio equal to or greater than 1.20x (in each case,
determined based upon the aggregate of the Stated Principal Balance of the Serviced Mortgage Loan, any related Serviced Companion
Loan (if applicable) and the principal amount of the proposed additional lien) and (E) is not one of the 10 largest Mortgage Loans
(considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance or (3) the
affected Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) has a principal balance
less than $10,000,000; provided that, for the avoidance of doubt, notwithstanding any provision contained in the related
Loan Documents to the contrary, no Rating Agency Confirmation shall be required in connection with such waiver or grant of consent
under any “due-on-encumbrance” provision if the affected Serviced Mortgage Loan satisfies the conditions set forth
in clause (2) or clause (3) above of this sentence.


 


Further, neither the
Master Servicer nor the Special Servicer may waive the rights of the lender or grant its consent under any “due-on-sale”
provision unless (1) the Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing the
related request pursuant to this Section 3.09(a)), shall have received a prior written Rating Agency Confirmation with
respect to such action, or (2) the affected Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan
Combination) (A) represents less than 5% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B) has
a principal balance that is equal to or less than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans (considering
any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance or (3) the affected Serviced
Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) has a principal balance less than $10,000,000;
provided that, for the avoidance of doubt, notwithstanding any provision contained in the related Loan Documents to the
contrary, no Rating Agency Confirmation shall be required in connection with such waiver or grant of consent under any “due-on-sale”
provision if the affected Serviced Mortgage Loan satisfies the conditions set forth in clause (2) or clause (3) above
of this sentence. For the purposes of this Agreement, due-on-sale provisions shall include, without limitation, sales or transfers
of Mortgaged Properties, in full or in part, or the sale, transfer, pledge


 






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or hypothecation of direct or indirect interests in
any Mortgagor or its owner, in each case to the extent not permitted under the related Loan Documents, and due-on-encumbrance provisions
shall include, without limitation, any mezzanine/subordinate financing of any Mortgagor or any Mortgaged Property or any sale or
transfer of preferred equity in any Mortgagor or its owners, in each case to the extent not permitted under the related Loan Documents.


 


The Master Servicer or
the Special Servicer, as applicable (in each case, if it is the party processing the related request pursuant to this Section 3.09(a)),
shall notify in writing the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable,
the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), the Operating
Advisor, each Risk Retention Consultation Party (other than with respect to any related Excluded RRCP Mortgage Loan), the Rule 17g-5
Information Provider (for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement) and, with respect to a Serviced Loan Combination, each related Serviced Companion Loan Holder, of any assumption
or substitution agreement executed pursuant to this Section 3.09(a) and shall forward thereto a copy of such agreement,
and shall also deliver to the Certificate Administrator (or a Custodian appointed by it) an original of the recorded agreement
relating to such assumption or substitution within 15 Business Days following the execution and receipt thereof by the Master Servicer
or the Special Servicer, as applicable.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a), the Master Servicer
or the Special Servicer, as applicable (in each case, if it is the party processing the related request pursuant to the first paragraph
of this Section 3.09(a)), shall deliver a Review Package to the Rule 17g-5 Information Provider for posting to
the Rule 17g-5 Information Provider’s Website in accordance with Section 12.12 of this Agreement.


 


Further, subject to the
terms of the related Loan Documents and applicable law, the Master Servicer or the Special Servicer, as applicable (in each case,
if it is the party processing the related request pursuant to this Section 3.09(a)), shall use reasonable efforts to
cause all costs in connection with any assumption or encumbrance, including any arising from seeking a Rating Agency Confirmation,
to be paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the use of such efforts, any
rating agency charges in connection with the foregoing shall be paid by the Master Servicer as a Property Advance (or as an Additional
Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance).


 


To the extent not prohibited
by the applicable Loan Documents and applicable law, the Master Servicer or Special Servicer, as applicable, may charge the related
Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a); provided that
any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant to the terms of this
Agreement.


 


(b)         Nothing in this Section 3.09 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 lien or other encumbrance with respect to such Mortgaged Property.


 






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(c)         In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither
the Master Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement
entered into pursuant to Section 3.09(a) of this Agreement shall contain any terms that are different from, any
term of any Mortgage Loan or Serviced Companion Loan or the related Note, other than pursuant to Section 3.24 of this
Agreement.


 


(d)         With respect to any Serviced Mortgage Loan or Serviced Loan Combination which permits release of Mortgaged Properties through
defeasance, and to the extent consistent with the terms of the related Loan Documents:


 


(i)            Subject to the consent rights of the Special Servicer and the Directing Holder and the process set forth in Sections 3.24
and 6.09 with respect to Major Decisions and Special Servicer Decisions (provided that such consent rights of the Special
Servicer and/or the Directing Holder shall be subject to the limitations set forth in Section 3.09(e)), the Master Servicer
shall process all defeasances of Serviced Mortgage Loans and Serviced Loan Combinations in accordance with the terms of the related
Loan Documents, and shall be entitled to any defeasance fees paid relating thereto (provided that for the avoidance of doubt, any
such defeasance fee shall not include the Special Servicer’s portion of any Modification Fees or waiver fees in connection
with a defeasance to which the Special Servicer is entitled under this Agreement).


 


(ii)           In the event such Serviced Mortgage Loan or Serviced Loan Combination requires that the Master Servicer on behalf of the
Trustee purchase the required “government securities” within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), the Master
Servicer, an accommodation Mortgagor pursuant to clause (v) below or the Mortgagor shall, at the Mortgagor’s expense
(to the extent consistent with the related Loan Documents), purchase or cause the purchase of such obligations in accordance with
the terms of such Mortgage Loan or Serviced Loan Combination and deliver to the Master Servicer, in the case of the Mortgagor,
or in the case of the Master Servicer, hold the same on behalf of the Trust Fund and, if applicable, the related Serviced Companion
Loan Holder; provided that, subject to the related Loan Documents, the Master Servicer shall not accept the amounts paid
by the related Mortgagor to effect defeasance until acceptable “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) have
been identified, in each case which are acceptable as defeasance collateral under the then most recently published current guidelines
of the Rating Agencies. Notwithstanding the foregoing, with respect to each of the Mortgage Loans identified on Exhibit Q
to this Agreement (each, a “Retained Defeasance Rights and Obligations Mortgage Loan” and, collectively, the
“Retained Defeasance Rights and Obligations Mortgage Loans”), the related Mortgage Loan Seller or originator
has transferred to a third party or has retained the right to establish or designate the successor borrower and/or to purchase
or cause to be purchased the


 






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related defeasance collateral (“Retained Defeasance Rights and Obligations”). In
the event the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan that provides for Retained
Defeasance Rights and Obligations in the related Loan Documents, the Master Servicer shall provide, within five (5) business days
of receipt of such notice, written notice of such defeasance request to the related Mortgage Loan Seller (or such other party specified
below) or to the related Mortgage Loan Seller’s assignee. Until such time as BMO provides written notice to the contrary,
the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which BMO is the related Mortgage
Loan Seller shall be delivered to [____]. Until such time as KeyBank provides written notice to the contrary, the notice of a defeasance
of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which KeyBank is the related Mortgage Loan Seller shall
be delivered to joe_a_deroy@keybank.com and Kathy_Messmer@keybank.com. Until such time as SMC provides written notice to the contrary,
the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which SMC is the related Mortgage
Loan Seller shall be delivered to SMC in accordance with Section 12.04.


 


(iii)          The Master Servicer shall require, to the extent the related Loan Documents grant the mortgagee discretion to so require,
delivery of an Opinion of Counsel (which shall be an expense of the related Mortgagor to the extent consistent with the related
Loan Documents) to the effect that the Trustee on behalf of the Certificateholders and the Uncertificated Interest Owners has a
first priority security interest in the defeasance deposit and the “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii),
and the assignment thereof is valid and enforceable; such opinion, together with any other certificates or documents to be required
in connection with such defeasance shall be in form and substance acceptable to the Master Servicer.


 


(iv)          The Master Servicer shall obtain, to the extent the related Loan Documents grant the mortgagee discretion to so obtain,
a certificate (which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents) from
an Independent certified public accountant certifying that the “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii),
comply with the requirements of the related Loan Agreement or Mortgage.


 


(v)           To the extent consistent with the related Loan Documents, prior to permitting release of any Mortgaged Properties through
defeasance, the Master Servicer shall (at the Mortgagor’s expense) obtain a Rating Agency Confirmation; provided that the
Master Servicer shall not be required to obtain such Rating Agency Confirmation from any Rating Agency to the extent that the Master
Servicer has delivered a defeasance certificate to such Rating Agency substantially in the form of Exhibit DD to this
Agreement for any Mortgage Loan that, at the time of such defeasance, is (x) not one of the ten largest Mortgage Loans by
Stated


 






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Principal Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to or less than $35,000,000 and (z) a
Mortgage Loan that represents less than 5% of the Stated Principal Balance of all Mortgage Loans.


 


(vi)          If the Mortgage Loan or Serviced Loan Combination permits the related Mortgagor or the lender or its designee to cause an
accommodation Mortgagor to assume such defeased obligations, the Master Servicer shall, or shall cause the Mortgagor to, establish
at the Mortgagor’s cost and expense (and shall use efforts consistent with the Servicing Standard to cause the related Mortgagor
to consent to such assumption) a special purpose bankruptcy-remote entity to assume such obligations, as to which the Trustee
and the Certificate Administrator has received a Rating Agency Confirmation (if such confirmation is required pursuant to the then
most recently published guidelines of the Rating Agencies).


 


(vii)         To the extent consistent with the related Loan Documents, the Master Servicer shall require the related Mortgagor to pay
all costs and expenses incurred in connection with the defeasance of the related Mortgage Loan or Serviced Loan Combination. In
the event that the Mortgagor is not required to pay any such costs and expenses under the terms of the Loan Documents, such costs
and expenses shall be Additional Trust Fund Expenses.


 


(viii)        In no event shall the Master Servicer have liability to any party hereto or beneficiary hereof for obtaining a Rating Agency
Confirmation (or conditioning approval of defeasance on the delivery of a Rating Agency Confirmation) or for imposing conditions
to approval of a defeasance on the satisfaction of conditions that are consistent with the Servicing Standard but are not required
under Rating Agency guidelines (provided that this shall not protect the Master Servicer from any liability that may be
imposed as a result of the violation of applicable law or the Loan Documents).


 


(ix)           The Master Servicer may accept as defeasance collateral any “government security,” within the meaning of Treasury
Regulation’s Section 1.860G-(2)(a)(8)(ii), notwithstanding any more restrictive requirements in the Loan Documents;
provided, that the Master Servicer has received an Opinion of Counsel that acceptance of such defeasance collateral will not endanger
the status of any Trust REMIC as a REMIC or result in the imposition of a tax upon any Trust REMIC or the Trust Fund (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” as set forth in Section 860G(c) of the Code).


 


(e)         Notwithstanding any other provision of this Agreement, without any other approval or consent of the Special Servicer or
the Directing Holder, the Master Servicer (for Performing Serviced Loans) or the Special Servicer (for Specially Serviced Loans)
may grant and process a Mortgagor’s request for consent (i) to subject the related Mortgaged Property to an immaterial easement,
right of way or similar agreement for


 






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utilities, access, parking, public improvements or another purpose (and may consent to subordination
of the related Serviced Loan to such easement, right of way or similar agreement) and (ii) to the release, substitution or addition
of collateral securing any Serviced Loan in connection with a defeasance of such collateral (provided that the proposed defeasance
collateral is of a type permitted under the related Loan Documents and provided further that, with respect to the Master Servicer,
such defeasance does not require any modification, waiver, consent or amendment of such documents as described in clauses (e)(i)
and (ii) of the definition of “Special Servicer Decision”); provided that in each case, the Master Servicer
or Special Servicer, as applicable, (A) shall have determined in accordance with the Servicing Standard that such action will
not materially and adversely affect the operation or value of such Mortgaged Property or the Trust Fund’s interest in the
Mortgaged Property, (B) shall have determined that such action will not cause either Trust REMIC to fail to qualify as a REMIC
at any time that any Certificates are outstanding and (C) in the case of any action described in clause (ii) above, shall
have complied with the provisions of Section 3.09(d) (other than the requirement to obtain the consent of the Special Servicer
and/or the Directing Holder as contemplated by Section 3.09(d)(i)). The Master Servicer or the Special Servicer may rely
on an Opinion of Counsel in making any such determination.


 


Section 3.10     Appraisal Reductions; Calculation and Allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans.


 


(a)         Promptly upon knowledge of the occurrence of an Appraisal Reduction Event with respect to a Serviced Loan, the Special Servicer
shall use reasonable efforts to (i) obtain an updated Appraisal of the related Mortgaged Property, the costs of which shall be
advanced by, and reimbursable to, the Master Servicer as a Property Advance (or shall be an expense of the Trust Fund and paid
by the Master Servicer out of the Collection Account if such Property Advance would be a Nonrecoverable Advance) or (ii) conduct
an internal valuation if the related Serviced Mortgage Loan (considering any Cross-Collateralized Group as a single Mortgage Loan)
or Serviced Loan Combination has an outstanding principal balance of less than $2,000,000 (provided that the Special Servicer may,
in its sole discretion in accordance with the Servicing Standard, obtain an updated Appraisal of the related Mortgaged Property
as contemplated by the preceding clause (i)); provided, however, that the Special Servicer shall not be required
to obtain an updated Appraisal or conduct an internal valuation of any Mortgaged Property with respect to which there exists an
Appraisal which is less than nine (9) months old unless the Special Servicer determines in accordance with the Servicing Standard
that such previously obtained Appraisal is materially inaccurate. With respect to any Serviced Loan for which an Appraisal Reduction
Event has occurred and still exists, the Special Servicer shall obtain annual letter updates to any updated Appraisal. Any Appraisal
prepared in order to determine the Appraisal Reduction Amount with respect to a Serviced Loan Combination shall be delivered by
the Special Servicer, upon request, to each related Serviced Companion Loan Holder.


 


As of the first Determination
Date following a Serviced Trust Loan becoming 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


 






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obtained (or, if applicable,
internal valuation performed) by the Special Servicer with respect to such Serviced Trust Loan, and all other information relevant
to a Collateral Deficiency Amount determination. The Master Servicer shall provide (via electronic delivery) the Special Servicer
with information in its possession that is reasonably required to calculate or recalculate any Collateral Deficiency Amount pursuant
to the definition thereof using reasonable efforts to deliver such information within four (4) Business Days of the Special Servicer’s
reasonable written request. Upon obtaining actual knowledge or receipt of notice by the Special Servicer that an Outside Serviced
Mortgage Loan has become an AB Modified Loan, the Special Servicer shall (i) promptly request from the related Outside Servicer,
Outside Special Servicer and Outside 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
(and does receive within a reasonable period of time) and reasonably believes is necessary to perform such calculation, 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 from the Outside Servicer, Outside Special Servicer or Outside Trustee, as the case may be, with
respect to such Outside Serviced Mortgage Loan, and all other information relevant to a Collateral Deficiency Amount determination.
In connection with its calculation of a Collateral Deficiency Amount with respect to an Outside Serviced Mortgage Loan that has
become an AB Modified Loan, the Special Servicer shall be entitled to conclusively rely on any appraisal or other information received
from the related Outside Servicer, Outside Special Servicer or Outside Trustee. The Special Servicer shall notify the Master Servicer
and the Certificate Administrator of any Collateral Deficiency Amount calculated by the Special Servicer with respect to an Outside
Serviced Mortgage Loan that has become an AB Modified Loan. The Master Servicer and the Certificate Administrator shall be entitled
to conclusively rely on any Collateral Deficiency Amounts calculated by the Special Servicer with respect to an Outside Serviced
Mortgage Loan. Upon any other party to this Agreement obtaining knowledge or receipt of notice that an Outside Serviced Mortgage
Loan has become an AB Modified Loan, such party shall promptly notify the Special Servicer thereof. None of the Trustee, the Certificate
Administrator or the Master Servicer shall calculate or verify any Collateral Deficiency Amount.


 


The Certificate Balance
of each Class of applicable Pooled Principal Balance Certificates shall be notionally reduced (for purposes of determining
the identity of the Non-Reduced Certificates and the Controlling Class, as well as the occurrence of a Control Termination Event,
and, to the extent expressly set forth herein, for purposes of allocating and/or exercising Voting Rights in connection with certain
circumstances involving the termination of certain parties hereto) as of any date of determination to the extent of the Appraisal
Reduction Amount(s) allocated to such Class on the preceding Distribution Date. An amount equal to the Uncertificated VRR
Retained Percentage of the aggregate Appraisal Reduction Amount allocated to, or in respect of, the Mortgage Loans for any Distribution
Date shall be applied to notionally reduce (to not less than zero) the Combined Uncertificated VRR Interest Balance of the Combined
Uncertificated VRR Interest. The Non-Uncertificated VRR Retained Percentage of the aggregate Appraisal Reduction Amount allocated
to, or in respect of, the Mortgage Loans for any Distribution Date shall be applied to notionally reduce the Certificate Balances
of the following Classes of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates in the


 






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following order of priority:
first, to the Class J Certificates; second, to the Class H Certificates; third, to the Class G Certificates;
fourth, to the Class F Certificates; fifth, to the Class E Certificates; sixth, to the Class D
Certificates; seventh, to the Class C Certificates; eighth, to the Class B Certificates; ninth,
to the Class A-S Certificates; and finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2
Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates, (v) Class A-5 Certificates and (vi) Class A-AB
Certificates, based on their respective Certificate Balances (provided in each case that no Certificate Balance in respect of any
such Class may be notionally reduced below zero). In addition, as of any date of determination for purposes of determining
the Controlling Class or the occurrence of a Control Termination Event, and after taking into account the allocations contemplated
by the prior sentence, the Non-Uncertificated VRR Retained Percentage of Collateral Deficiency Amounts shall be applied to notionally
reduce the Certificate Balances of each Class of the Control Eligible Certificates in the following order of priority (in
each case after taking into account any Appraisal Reduction Amounts allocated thereto): first, to the Class J Certificates;
and second, to the Class H Certificates (provided in each case that no Certificate Balance in respect of any such Class may
be notionally reduced below zero). For the avoidance of doubt, for purposes of determining the Controlling Class or the occurrence
of a Control Termination Event, any Class of Control Eligible Certificates shall be allocated the Non-Uncertificated VRR Retained
Percentage of both applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts, in accordance with the
preceding two sentences.


 


The 111-Non-VRR Percentage
of any Appraisal Reduction Amounts allocated to the 111 River Street Trust Subordinate Companion Loan shall be allocated to each
Class of related Loan-Specific Principal Balance Certificates in reverse sequential order to notionally reduce the Certificate
Balance thereof until the related Certificate Balance of each such Class is reduced to zero (i.e., first to the Class 111E
Certificates, second to the Class 111D Certificates, third to the Class 111C Certificates, fourth
to the Class 111B Certificates and last to the Class 111A Certificates). The 111-VRR Percentage of any Appraisal
Reduction Amounts allocated to the 111 River Street Trust Subordinate Companion Loan shall be allocated to the 111RR Interest.
In addition, for purposes of determining the 111 River Street Controlling Class, the 111-Non-VRR Percentage of any Collateral Deficiency
Amounts in respect of or allocated to the 111 River Street Trust Subordinate Companion Loan shall be allocated to each Class of
111 River Street Control Eligible Certificates in reverse sequential order to notionally reduce the Certificate Balance thereof
until the related Certificate Balance of each such Class is reduced to zero (i.e., first to the Class 111ECertificates,
then to the Class 111D Certificates). For the avoidance of doubt, for purposes of determining the 111 River Street Controlling
Class, any Class of 111 River Street Control Eligible Certificates will be allocated both applicable Appraisal Reduction Amounts
and applicable Collateral Deficiency Amounts, as described in this paragraph.


 


The Appraisal Reduction
Amounts allocated to the 360 Rosemary Trust Subordinate Companion Loan shall be allocated to each Class of related Loan-Specific
Certificates in reverse sequential order to notionally reduce the Certificate Balance thereof until the related Certificate Balance
of each such Class is reduced to zero (i.e., first to the Class 360RR Certificates, second to the Class 360E
Certificates, third to the Class 360D Certificates, fourth to the Class 360C Certificates, fifth to the
Class 360B Certificates, last to the Class 360A Certificates). In addition, for purposes of determining the 360 Rosemary
Controlling Class, any Collateral Deficiency Amounts in respect of or allocated to the 360 Rosemary Trust Subordinate Companion
Loan shall


 






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be allocated to each Class of the 360 Rosemary Control Eligible Certificates in reverse sequential order to notionally
reduce the Certificate Balance thereof until the related Certificate Balance of each such Class is reduced to zero (i.e., first
to the Class 360RR Certificates, then to the Class 360E Certificates, then to the Class 360D Certificates, then to the Class 360C
Certificates, then to the Class 360B Certificates, then to the Class 360A Certificates). For the avoidance of doubt, for purposes
of determining the 360 Rosemary Controlling Class, any Class of the 360 Rosemary Control Eligible Certificates shall be allocated
both applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts, as described in this paragraph.


 


With respect to any Appraisal
Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or, to the extent expressly set forth
herein, for the purposes of allocating and/or exercising Voting Rights or Pooled Voting Rights in connection with certain circumstances
involving the termination of certain parties hereto, and with respect to any Appraisal Reduction Amount or Collateral Deficiency
Amount calculated for purposes of determining the Controlling Class, the 360 Rosemary Controlling Class or the 111 River Street
Controlling Class or the occurrence of a Control Termination Event or a 360 Rosemary Operating Advisor Consultation Trigger Event,
the appraised value of the related Mortgaged Property shall be determined on an “as-is” basis.


 


The Special Servicer
shall promptly notify the Master Servicer, the Operating Advisor and the Certificate Administrator of the determination and any
redetermination of (i) any Appraisal Reduction Amount, (ii) any Collateral Deficiency Amount, and (iii) any resulting Cumulative
Appraisal Reduction Amount by providing such information in the CREFC® Appraisal Reduction Template or in a format
mutually agreeable to both the Special Servicer and the recipient, and the Certificate Administrator shall promptly post notice
of the determination of any such Appraisal Reduction Amount, Collateral Deficiency Amount and/or Cumulative Appraisal Reduction
Amount, as applicable, including such CREFC® Appraisal Reduction Template, on the Certificate Administrator’s
Website.


 


Any Appraisal Reduction
Amounts with respect to each Serviced Loan Combination shall be allocated, first, to any related Serviced Subordinate Companion
Loan(s) (up to the outstanding principal balance(s) thereof), and then, to the related Serviced Mortgage Loan and any related Serviced
Pari Passu Companion Loan(s), on a pro rata and pari passu basis in accordance with the respective outstanding principal
balances of such related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s). Notwithstanding the foregoing,
if so provided in the related Co-Lender Agreement, the holder of a Serviced Subordinate Companion Loan may be permitted to post
cash or a letter of credit to offset all or some portion of an Appraisal Reduction Amount.


 


The Holders of the majority
(by Certificate Balance) of an Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer
to order a second Appraisal of the Mortgaged Property securing any Serviced Loan (or, in the case of a Class of 360 Rosemary
Control Eligible Class or 111 River Street Control Eligible Class that is an Appraised-Out Class, the related Serviced Loan Combination)
as to which there exists an Appraisal Reduction Amount or a Collateral Deficiency Amount (such Holders, the “Requesting
Holders”). The Special Servicer shall use its reasonable efforts to cause such Appraisal to be (i) delivered within
30 days from receipt of the Requesting Holders’ written request and


 






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(ii) prepared on an “as-is” basis
by an Appraiser in accordance with MAI standards. Upon receipt of such second Appraisal, the Special Servicer shall determine,
in accordance with the Servicing Standard, whether, based on its assessment of such second Appraisal, any recalculation of the
applicable Appraisal Reduction Amount or Collateral Deficiency Amount is warranted and, if so warranted, the Special Servicer shall
recalculate such Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based upon such second Appraisal and
receipt of information reasonably requested by the Special Servicer from the Master Servicer and reasonably required to calculate
or recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable. The Special Servicer shall promptly
deliver notice to the Certificate Administrator and the Master Servicer of any such determination and recalculation of Appraisal
Reduction Amount or Collateral Deficiency Amount, as applicable, and the Certificate Administrator shall promptly post such notice
to the Certificate Administrator’s Website. If required by any such recalculation, the applicable Appraised-Out Class shall
be reinstated as the Controlling Class or applicable Loan-Specific Controlling Class and each other affected Class of Principal
Balance Certificates and affected Uncertificated Interest will, if applicable, have its related Certificate Balance or Uncertificated
Interest Balance, as applicable, notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount
or Collateral Deficiency Amount, as applicable.


 


Any Appraised-Out Class as
to which one or more Holders are Requesting Holders challenging the Special Servicer’s Appraisal Reduction Amount or Collateral
Deficiency Amount determination may not exercise any direction, control, consent and/or similar rights of the Controlling Class or
the applicable Loan-Specific Controlling Class, as applicable, until such time, if any, as such Class is reinstated as
the Controlling Class or the applicable Loan-Specific Controlling Class, as applicable, and no Control Termination Event exists,
in the case of the Controlling Class, or an applicable Control Appraisal Period in respect of the related Serviced Loan Combination
does not exist, in the case of a Loan-Specific Controlling Class, and the rights of the Controlling Class or the applicable
Loan-Specific Controlling Class shall be exercised by the most subordinate Class of Control Eligible Certificates, 360
Rosemary Control Eligible Certificates or 111 River Street Control Eligible Certificates, applicable, that is not an Appraised-Out
Class, if any, during such period.


 


Appraisals that are to
be obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition to any Appraisals
that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without
regard to any appraisal requests made by any Holder of an Appraised-Out Class.


 


The holders of Certificates
representing the majority of the Certificate Balance of the Appraised-Out Class with respect to the 111 River Street Loan-Specific
Certificates (the “111 River Street Threshold Cure Holder”) may avoid a 111 River Street Control Appraisal Period
caused by application of an Appraisal Reduction Amount if such 111 River Street Threshold Cure Holder delivers 111 River Street
Threshold Event Collateral as a supplement to the appraised value of the 111 River Street Mortgaged Property to the Master Servicer,
together with documentation acceptable to the Master Servicer in accordance with the Servicing Standard to create and perfect a
first priority security interest in favor of the Master Servicer on behalf of the Trust in such collateral (which must be completed
within 30 days of the Special Servicer’s receipt of a third party Appraisal that indicates such 111 River Street Control
Appraisal Period has occurred) (a “111 River Street Threshold Event Cure”) and, additionally, pays all costs
and expenses incurred


 






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by any party to this Agreement associated with the delivery and/or pledge of such 111 River Street Threshold
Event Collateral, including the costs and expenses of any opinion of counsel. If a 111 River Street Threshold Event Cure occurs,
no 111 River Street Control Appraisal Period caused by application of an Appraisal Reduction Amount shall be deemed to have occurred.
If a letter of credit is furnished as 111 River Street Threshold Event Collateral, the letter of credit (i) must have an initial
term no shorter than 6 months, (ii) contain an evergreen clause providing for automatic renewal for additional periods not less
than 6 months and (iii) ) provide that the Master Servicer may draw upon such letter of credit if it is not renewed prior to the
date that is 30 days prior to the expiration date of such letter of credit. The 111 River Street Threshold Cure Holder must provide
notice of each renewal at least 30 days prior to the expiration date of such letter of credit. If the Master Servicer does not
receive notice of such renewal at least 30 days prior to the expiration date of the letter of credit or if the Master Servicer
receives notice that the letter of credit will not be renewed, then the Master Servicer shall promptly draw upon such letter of
credit and the Certificate Administrator will hold such proceeds thereof as 111 River Street Threshold Event Collateral. If a letter
of credit is furnished as 111 River Street Threshold Event Collateral, the 111 River Street Threshold Cure Holder shall be required
to replace such letter of credit with other 111 River Street Threshold Event Collateral within 30 days if the credit ratings of
the Threshold Collateral Issuer are downgraded below the required ratings; provided, however, that, if such 111 River Street Threshold
Event Collateral is not so replaced, the Master Servicer shall draw upon such letter of credit and the Certificate Administrator
will hold the proceeds thereof as 111 River Street Threshold Event Collateral. The 111 River Street Threshold Event Cure shall
continue until (i) the appraised value of the 111 River Street Property plus the value of the 111 River Street Threshold Event
Collateral would not be sufficient to prevent a 111 River Street Control Appraisal Period from occurring (and should the appraised
value of the 111 River Street Mortgaged Property plus the value of the 111 River Street Threshold Event Collateral be insufficient,
the 111 River Street Threshold Cure Holder shall have 30 days from the new third party Appraisal to deliver new 111 River Street
Threshold Event Collateral as a supplement to the newly appraised value), or (ii) a determination is made by the Special Servicer
that all proceeds in respect of the 111 River Street Mortgage Loan or the 111 River Street Mortgaged Property have been received
(a “111 River Street Final Recovery Determination”). If the appraised value of the 111 River Street Mortgaged
Property, upon any redetermination thereof, is sufficient to avoid the occurrence of a 111 River Street Control Appraisal Period
without taking into consideration any, or some portion of, 111 River Street Threshold Event Collateral previously delivered by
the 111 River Street Threshold Cure Holder, any or such portion of 111 River Street Threshold Event Collateral held by the Master
Servicer or the Certificate Administrator, as applicable, shall be required to be promptly returned to such 111 River Street Threshold
Cure Holder (at its direction and sole expense). Upon the Special Servicer’s determination of a 111 River Street Final Recovery
Determination with respect to the 111 River Street Mortgage Loan, such cash or proceeds of the letter of credit constituting 111
River Street Threshold Event Collateral in an amount equal to the lesser of (a) all 111 River Street Threshold Event Collateral
or (b) an amount sufficient to pay all amounts due on the Certificates that were not sufficiently covered by the net sale proceeds
or 111 River Street Final Recovery Determination, including all unreimbursed Realized Losses, shall be deposited in the Distribution
Account to reimburse Certificateholders for all Realized Losses with respect to the 111 River Street Mortgage Loan after application
of the net proceeds of liquidation, plus accrued and unpaid interest thereon at the applicable interest rate and all other trust
fund expenses reimbursable under this Agreement. Any 111 River Street Threshold Event Collateral (and the


 






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right to reimbursement
of any amounts with respect thereto) shall be treated as an “outside reserve fund” (as defined in Treasury Regulations
Section 1.860G-2(h)), and the Threshold Cure Holder will be the beneficial owner of any 111 River Street Threshold Event Collateral
for all federal income tax purposes, and shall be taxable on all income earned thereon.


 


(b)         In connection with any foreclosure, enforcement of the Loan Documents or other acquisition, the Master Servicer in accordance
with Section 3.20 of this Agreement shall pay the out-of-pocket costs and expenses in any such proceedings as a Property
Advance unless the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would constitute a
Nonrecoverable Advance (in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the
Collection Account). The Master Servicer shall be entitled to reimbursement of Advances (with interest at the Advance Rate) made
pursuant to the preceding sentence to the extent permitted by Section 3.06(a)(ii) of this Agreement.


 


Subject to Section 3.21
of this Agreement, if the Special Servicer elects to proceed with a non-judicial foreclosure in accordance with the laws of the
state where the Mortgaged Property is located, the Special Servicer shall not be required to pursue a deficiency judgment against
the related Mortgagor or any other liable party if the laws of the state do not permit such a deficiency judgment after a non-judicial
foreclosure or if the Special Servicer determines, in accordance with the Servicing Standard, that the likely recovery if a deficiency
judgment is obtained will not be sufficient to warrant the cost, time, expense and/or exposure of pursuing the deficiency judgment
and such determination is evidenced by an Officer’s Certificate delivered to the Trustee, the Certificate Administrator,
any applicable Directing Holder and any applicable Consulting Party.


 


In the event that title
to any Mortgaged Property (other than any Mortgaged Property related to an Outside Serviced Mortgage Loan) is acquired in foreclosure
or by deed-in-lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee, to a co-trustee or to its nominee
(which shall not include the Master Servicer but may be a single member limited liability company owned by the Trust and managed
by the Special Servicer) or a separate trustee or co-trustee on behalf of the Trustee as holder of the Lower-Tier Regular Interests,
the 360 Rosemary Regular Interests and the 111 River Street Regular Interests on behalf of the holders of the Certificates, the
Combined Uncertificated VRR Interest Owner and, if applicable, and the related Serviced Companion Loan Holders. Notwithstanding
any such acquisition of title and cancellation of the related Serviced Mortgage Loan, the related Serviced Mortgage Loan shall
(except for purposes of Section 9.01) be considered to be an REO Mortgage Loan held in the Trust Fund until such time
as the related REO Property shall be sold by the Trust Fund and shall be reduced only by collections net of expenses.


 


(c)         Notwithstanding any provision to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund
any personal property pursuant to this Section 3.10 unless either:


 


(i)           
such personal property is (in the good faith judgment of the Special Servicer) incident to real property (within the
meaning of Code


 






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Section 856(e)(1)) so acquired by the Special Servicer for the benefit of the Trust Fund; or


 


(ii)           the Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust
Fund) to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on a Trust
REMIC under the REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC for federal income tax purposes or cause
the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that any Certificate is outstanding.


 


(d)         Notwithstanding any provision to the contrary in this Agreement, neither the Special Servicer nor the Master Servicer shall,
on behalf of the Trust Fund or, if applicable, the related Serviced Companion Loan Holder, obtain title to any direct or indirect
partnership or membership interest or other equity interest in any Mortgagor pledged pursuant to any pledge agreement, unless the
Master Servicer or the Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense
of the Trust Fund) to the effect that the holding of such partnership or membership interest or other equity interest by the Trust
Fund will not cause the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause any Trust REMIC to fail to qualify
as a REMIC for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust for federal income
tax purposes at any time that any Certificate is outstanding.


 


(e)         Notwithstanding any provision to the contrary contained in this Agreement, the Special Servicer shall not, on behalf of
the Trust Fund or, if applicable, the related Serviced Companion Loan Holders, obtain title to a Mortgaged Property as a result
of foreclosure or by deed-in-lieu of foreclosure or otherwise, obtain title to any direct or indirect partnership or membership
interest in any Mortgagor pledged pursuant to a pledge agreement and thereby be the beneficial owner of a Mortgaged Property, and
shall not otherwise acquire possession of, or take any other action with respect to, any Mortgaged Property if, as a result of
any such action, the Custodian, the Trustee, the Certificate Administrator, the Trust Fund, the Certificateholders, the Combined
Uncertificated VRR Interest Owner or, if applicable, the related Serviced Companion Loan Holders, would be considered to hold title
to, or be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged
Property within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from
time to time, or any comparable law, unless the Special Servicer has previously determined in accordance with the Servicing Standard,
based on an updated environmental assessment report prepared by an Independent Person who regularly conducts environmental audits,
that:


 


(i)            such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental
consultant, that it would be in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder (as
a collective whole) to take such actions as are necessary to bring such Mortgaged Property in compliance therewith; and


 






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(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 Trust
Fund and any related Serviced Companion Loan Holder(s) (as a collective whole as if the Trust Fund and, if applicable, any related
Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into
account the subordinate nature of any related Subordinate Companion Loan(s))) to take such actions with respect to the affected
Mortgaged Property as could be required by such law or regulation.


 


In the event that the
environmental assessment first obtained by the Special Servicer with respect to a Mortgaged Property indicates that such Mortgaged
Property may not be in compliance with applicable environmental laws or that Hazardous Materials may be present but does not definitively
establish such fact, the Special Servicer shall cause such further environmental tests to be conducted by an Independent Person
who regularly conducts such tests as the Special Servicer shall deem prudent to protect the interests of Certificateholders, the
Combined Uncertificated VRR Interest Owner and any related Serviced Companion Loan Holder. Any such tests shall be deemed part
of the environmental assessment obtained by the Special Servicer for purposes of this Section 3.10.


 


In the event that the
Special Servicer seeks to obtain title to a Mortgaged Property on behalf of the Trust Fund and any related Serviced Companion Loan
Holder, the Special Servicer may, in its discretion, establish a single member limited liability company with the Trust Fund and
any related Serviced Companion Loan Holder as the sole owner to hold title to such Mortgaged Property.


 


(f)          The environmental assessment contemplated by Section 3.10(e) of this Agreement shall be prepared within
three months of the determination that such assessment is required by any Independent Person who regularly conducts environmental
audits for purchasers of commercial property where the Mortgaged Property is located, as determined by the Special Servicer in
a manner consistent with the Servicing Standard and, if applicable, any secured creditor impaired property policy issued on or
prior to the Closing Date with respect to any Mortgage Loan (including that the environmental assessment identify any potential
pollution conditions (as defined in the environmental insurance policy) with respect to the related Mortgaged Property). The
Master Servicer shall advance the cost of preparation of such environmental assessments unless the Master Servicer determines,
in accordance with the Servicing Standard, that such Advance would be a Nonrecoverable Advance (in which case such costs shall
be an expense of the Trust Fund and paid by the Master Servicer out of the Collection Account). The Master Servicer shall be entitled
to reimbursement of Advances (with interest at the Advance Rate) made pursuant to the preceding sentence in the manner set
forth in Section 3.06 of this Agreement. Copies of any environmental assessment prepared pursuant to Section 3.10(e)
of this Agreement shall be provided to the Holder of any Pooled Principal Balance


 






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Certificates and any related Serviced Companion
Loan Holder upon written request to the Special Servicer.


 


(g)         If the Special Servicer determines pursuant to Section 3.10(e)(i) of this Agreement that a Mortgaged Property
is not in compliance with applicable environmental laws, but that it is in the best economic interest of the Trust Fund and any
related Serviced Companion Loan Holder(s), as a collective whole as if the Trust Fund and any related Serviced Companion Loan Holder(s)
constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of
any related Subordinate Companion Loan(s)), to take such actions as are necessary to bring such Mortgaged Property in compliance
therewith, or if the Special Servicer determines pursuant to Section 3.10(e)(ii) of this Agreement that the circumstances
referred to therein relating to Hazardous Materials are present, but that it is in the best economic interest of the Trust Fund
and any related Serviced Companion Loan Holder(s), as a collective whole as if the Trust Fund and any related Serviced Companion
Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate
nature of any related Subordinate Companion Loan(s)), to take such action with respect to the containment, clean-up or remediation
of Hazardous Materials affecting such Mortgaged Property as is required by law or regulation, then the Special Servicer shall take
such action as it deems to be in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder(s),
as a collective whole as if the Trust Fund and any related Serviced Companion Loan Holder(s) constituted a single lender (and,
in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion
Loan(s)). The Master Servicer shall pay the cost of any such compliance, containment, clean-up or remediation from the Collection
Account.


 


(h)         The Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting
to the IRS 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 Serviced Companion Loan which is abandoned or foreclosed and the Master Servicer
shall report to the IRS and the related Mortgagor, in the manner required by applicable law, such information and the Master Servicer
shall report, via IRS Form 1099C, all forgiveness of indebtedness 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,
the Certificate Administrator and, if affected, to any related Serviced Companion Loan Holder.


 


Section 3.11     Trustee, Certificate Administrator and Custodian to Cooperate; Release of Mortgage Files. Upon the payment in full
of any Mortgage Loan or Serviced Loan Combination or the receipt by the Master Servicer or the Special Servicer of a notification
that payment in full has been escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall
immediately notify the Trustee, the Certificate Administrator and the Custodian and, if affected, the related Serviced Companion
Loan Holder by delivery of a certification (which certification 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 3.05
of this Agreement have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage File.
No expenses incurred in


 






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connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Trust
Fund.


 


From time to time upon
request of the Master Servicer or Special Servicer and delivery to the Certificate Administrator of a Request for Release, the
Certificate Administrator (or a Custodian appointed by it) shall promptly release the Mortgage File (or any portion thereof) designated
in such Request for Release to the Master Servicer or Special Servicer, as applicable. Upon return of the foregoing to the Certificate
Administrator (or a Custodian appointed by it) or, in the event of a liquidation or conversion of the Mortgage Loan or Serviced
Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator of a certificate of a Servicing
Officer stating that such Mortgage Loan or Serviced Loan Combination 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 have been so deposited, or that
such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Certificate Administrator shall deliver (or cause
any Custodian appointed by it to deliver) a copy of the Request for Release to the Master Servicer or Special Servicer, as applicable.


 


Within three (3) Business
Days, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver to the Special Servicer
any court pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys
and reasonably acceptable to the Trustee, 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 Loan or Serviced Loan Combination, or to
obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents or otherwise available
at law or in equity. Each such certification shall include a request that such pleadings or documents be executed by the Trustee
and a statement 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 or other security agreement, except for the termination of such
a lien upon completion of the foreclosure or trustee’s sale.


 


If from time to time,
pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related to an Outside Serviced
Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside Serviced Mortgage Loan,
the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery to it of the original
Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the form of Exhibit C
attached hereto to the Certificate Administrator and the Certificate Administrator shall release (or cause any Custodian appointed
by it to release) such original Note to the requesting party or its designee. In connection with the release of the original Note
for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Certificate Administrator (or a Custodian
appointed by it) shall obtain such documentation as is appropriate to evidence the holding by the related Outside Servicer, the
related Outside Special Servicer or such other similar party, as the case may be, of such original Note as custodian on behalf
of and for the benefit of the Trustee.


 






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Section 3.12     Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation.


 


(a)         As compensation for its activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan
(including each Mortgage Loan that is a Specially Serviced Loan and each Outside Serviced Mortgage Loan), each REO Mortgage Loan,
each Serviced Companion Loan (including each Serviced Companion Loan that is a Specially Serviced Loan) and each REO Companion
Loan that is included as part of a Serviced Loan Combination and each Interest Accrual Period, to the Servicing Fee, which shall
be payable from amounts on deposit in the Collection Account and/or, in the case of a Serviced Loan Combination or portion thereof,
the related Loan Combination Custodial Account as set forth in Section 3.06(a)(iii) and Section 3.06(a)(vii)
and/or Section 3.06A of this Agreement, as applicable. In addition, the Master Servicer shall be entitled to receive,
as additional servicing compensation (the following items, collectively, “Additional Servicing Compensation”),
(i) 100% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced
Loan (except in connection with any Payment Accommodation) consented to by the Master Servicer pursuant to Section 3.24
of this Agreement that did not require the approval of the Special Servicer, (ii) 50% of any Excess Modification Fees with
respect to a modification, waiver, extension or amendment of a Performing Serviced Loan (except in connection with any Payment
Accommodation) consented to by the Special Servicer pursuant to Section 3.24 of this Agreement (whether or not the
Special Servicer elects to handle any related processing), (iii) (A) 25% of any Excess Modification Fees in respect of a Payment
Accommodation that is processed by the Special Servicer with respect to a Performing Serviced Loan and (B) 100% of any Excess Modification
Fees in respect of a Payment Accommodation processed by the Master Servicer (with the agreement of the Special Servicer as described
in Section 3.24(a) of this Agreement) with respect to a Performing Serviced Loan, (iv) 100% of any defeasance fee received
in connection with a defeasance of a Serviced Loan as contemplated under Section 3.09 of this Agreement (provided that
for the avoidance of doubt, any such defeasance fee shall not include the Special Servicer’s portion of any Modification
Fees or waiver fees in connection with a defeasance to which the Special Servicer is entitled under this Agreement), (v) 100%
of any Assumption Fees with respect to a Performing Serviced Loan involving a transaction described in the definition of “Assumption
Fees” consented to by the Master Servicer that did not require the approval of the Special Servicer, (vi) 50% of any
Assumption Fees with respect to a Performing Serviced Loan involving a transaction described in the definition of “Assumption
Fees” consented to by the Special Servicer (whether or not the Special Servicer elects to handle any related processing),
(vii) the aggregate Prepayment Interest Excess (exclusive of any portion thereof attributable to an Outside Serviced Mortgage
Loan), but only to the extent such amount is not required to be included in any Compensating Interest Payment, in each case to
the extent received and not required to be deposited or retained in the Collection Account pursuant to Section 3.05
of this Agreement, and (in the case of a Serviced Companion Loan) to the extent permitted under the related Co-Lender Agreement,
(viii) 100% of Ancillary Fees (other than (A) fees for insufficient or returned checks and (B) beneficiary statement charges)
actually received from Mortgagors in the case of items prepared by the Master Servicer or with respect to the accounts held by
the Master Servicer pursuant to this Agreement or the related Loan


 






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Documents, including the Collection Account or any related subaccount,
any Escrow Account or related subaccount, any Loan Combination Custodial Account or related subaccount, any Lock-Box Account or
related subaccount or any reserve account or related subaccount, (ix) 100% of assumption application fees actually received
from Mortgagors on Performing Serviced Loans (if the related assumption was processed by the Master Servicer), (x) 100% of
Consent Fees with respect to a Performing Serviced Loan (except in connection with any Payment Accommodation) that did not require
the approval of, or processing by, the Special Servicer, (xi) 50% of any Consent Fees with respect to a Performing Serviced
Loan (except in connection with any Payment Accommodation) consented to by the Special Servicer (regardless of whether the Master
Servicer or the Special Servicer processes the related servicing matter), (xii) (A) 25% of any Consent Fees in respect of a Payment
Accommodation that is processed by the Special Servicer with respect to a Performing Serviced Loan and (B) 100% of any Consent
Fees in respect of a Payment Accommodation processed by the Master Servicer (with the agreement of the Special Servicer as described
in Section 3.24(a) of this Agreement) with respect to a Performing Serviced Loan, (xiii) 100% of Excess Penalty Charges
paid by the Mortgagors with respect to any Serviced Loan other than Excess Penalty Charges accrued during the period such Serviced
Loan is a Specially Serviced Loan (provided that for the avoidance of doubt, the Master Servicer shall be entitled to any
collections of Excess Penalty Charges that represent amounts accrued while the related Serviced Loan is a Performing Serviced Loan
even if collected when the Serviced Loan is a Specially Serviced Loan), (xiv) 100% of fees for insufficient or returned checks
actually received from Mortgagors relating to the accounts held by the Master Servicer, and (xv) 100% of beneficiary statement
charges actually received from Mortgagors to the extent the related beneficiary statements were prepared by the Master Servicer;
provided, however, that the Master Servicer shall not be entitled to apply or retain any amounts described in clauses (i)
through (vi) above as additional compensation with respect to a specific Mortgage Loan or Serviced Loan Combination, as applicable,
with respect to which a default or event of default thereunder has occurred and is continuing unless and until such default or
event of default has been cured (or has been waived in accordance with the terms of this Agreement) and all delinquent amounts
required to have been paid by the Mortgagor, Advance Interest Amounts and Additional Trust Fund Expenses (other than Special Servicing
Fees, Workout Fees and Liquidation Fees) both (x) due with respect to such Mortgage Loan or Serviced Loan Combination,
as applicable, and (y) in the case of expense items, that arose within the last 12 months, have been paid. The Master
Servicer shall also be entitled pursuant to, and to the extent provided for in Sections 3.06(a)(iii), Section 3.06(A)
and Section 3.07(b), to withdraw from the Collection Account and the Loan Combination Custodial Accounts and to receive
from any Mortgagor Accounts (to the extent not payable to the related Mortgagor under a Mortgage Loan or Serviced Loan Combination
or applicable law) any interest or other income earned on deposits therein. Interest or other income earned on funds in the Collection
Account, Loan Combination Custodial Account and Mortgagor Accounts (to the extent consistent with the related Loan Documents),
shall be paid to the Master Servicer as additional servicing compensation and interest or other income earned on funds in any REO
Account shall be payable to the Special Servicer. In addition, the Master Servicer shall be entitled to charge and retain reasonable
review fees in connection with any Mortgagor request with respect to any Performing Serviced Loan as to which the


 






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Mortgagor request
does not relate to a Major Decision or a Special Servicer Decision or in connection with any Mortgagor request that relates to
a Major Decision or Special Servicer Decision being processed by the Master Servicer with the mutual agreement of the Special Servicer,
to the extent such fees are (i) not inconsistent with the related Loan Documents, (ii) in accordance with the Servicing Standard
and (iii) actually paid by or on behalf of the related Mortgagor. The Special Servicer shall not waive any review fee due to the
Master Servicer without the Master Servicer’s consent. Notwithstanding the foregoing, the Master Servicer’s right to
the additional servicing compensation described in this paragraph with respect to a Serviced Companion Loan shall be subject to
the related Co-Lender Agreement.


 


For the avoidance of
doubt, with respect to any Excess Modification Fee, Assumption Fee, Consent Fee or other fee with respect to a Performing Serviced
Loan that is required to be split between the Master Servicer and the Special Servicer pursuant to the terms of this Agreement,
the Master Servicer and the Special Servicer shall each have the right in its sole discretion, but not any obligation, to reduce
or elect not to charge its respective percentage interest in any such fee; provided, however (x) neither the Master Servicer nor
the Special Servicer shall have the right to reduce or elect not to charge the percentage interest of any fee due to the other
and (y) to the extent either of the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge
its respective percentage interest in any fee, the party that reduced or elected not to charge such fee shall not have any right
to share in any portion of the other party’s fee. For the avoidance of doubt, if the Master Servicer decides not to charge
any fee, the Special Servicer shall still be entitled to charge the portion of the related fee the Special Servicer would have
been entitled to if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged
by the Special Servicer. The foregoing provisions of this paragraph shall only apply to Performing Serviced Loans and, subject
to the other terms of this Agreement, shall not prohibit any waiver or reduction by the Special Servicer of any fee payable by
the Mortgagor with respect to any Specially Serviced Loan.


 


KeyBank National Association
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 attached as Exhibit CC-1 to this Agreement, and (iii) the prospective transferee shall have delivered
to KeyBank National Association and the Depositor a certificate substantially in the form attached as Exhibit CC-2
to this Agreement. None of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Certificate Registrar is obligated 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. KeyBank National Association 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 KeyBank National Association hereby


 






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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 Uncertificated Interest Owners, the Trust, the Depositor,
the Underwriters, the Initial Purchasers, the Certificate Administrator, the Trustee, the Custodian, the Master Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Registrar 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 any information received in connection with its acquisition and holding of such Excess Servicing Fee Right 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 Person then acting as the Master Servicer shall
pay, out of each amount paid to such Master Servicer as Servicing Fees with respect to each related Mortgage Loan or REO Mortgage
Loan, as the case may be, the related Excess Servicing Fees to the holder of such Excess Servicing Fee Right within one (1) Business
Day following the payment of such Servicing Fees 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 Certificate
Registrar, the Operating Advisor, the Asset Representations Reviewer, the Depositor, the Special Servicer, the Trustee or the Custodian
shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess
Servicing Fee Right.


 


Except as otherwise provided
herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder, including
all fees of any Sub-Servicers retained by it.


 


The Master Servicer will
not be entitled to retain any portion of Excess Interest paid on any Mortgage Loan. Notwithstanding anything herein to the contrary,
in the case of a Serviced Loan Combination, in no event shall Servicing Fees with respect to the related Mortgage Loan (including
an REO Mortgage Loan) be payable out of payments and other collections with respect to the related Serviced Pari Passu Companion
Loan(s), and in no event shall Servicing Fees with respect to the related Serviced Pari Passu Companion Loan(s) (including an REO
Companion Loan) be payable out of payments and other collections with respect to the related Mortgage Loan or the Mortgage Pool.
In addition, with respect to any Serviced Subordinate Companion Loan, in no event shall Servicing Fees with respect to such Serviced
Subordinate Companion Loan (including an REO Companion Loan) be payable out of payments and other collections with respect to any
related Serviced Pari Passu Companion Loan(s), the related Mortgage Loan or the Mortgage Pool. This paragraph is in no way intended
to limit the rights, if any, of the Master Servicer under the related Co-Lender Agreement to seek payment of unpaid Servicing Fees
with respect to any Serviced Companion Loan from the related Serviced Companion Loan Holder.


 






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(b)         As compensation for its activities hereunder, on each Distribution Date the Trustee shall be entitled with respect to each
Trust Loan to its portion of the Trustee/Certificate Administrator Fee, and the Certificate Administrator shall be entitled with
respect to each Trust Loan to its portion of the Trustee/Certificate Administrator Fee. The Certificate Administrator shall pay
the Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. Except as otherwise provided herein, the
Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, the Certificate Registrar, the Paying Agent,
the Certificate Administrator and the Authenticating Agent. Each of the Trustee’s and Certificate Administrator’s rights
to the Trustee/Certificate Administrator Fee may not be transferred in whole or in part except in connection with the transfer
of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this
Agreement.


 


(c)         As compensation for its activities hereunder, the Special Servicer shall be entitled with respect to each Specially Serviced
Loan (including each Serviced Companion Loan that is included as part of each Serviced Loan Combination) in respect of each Interest
Accrual Period to the Special Servicing Fee, which shall be payable from amounts on deposit in the Collection Account and/or, in
the case of a Serviced Loan Combination or portion thereof, the related Loan Combination Custodial Account as set forth in Section 3.06(a)
and Section 3.06A. The Special Servicer’s rights to 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. In addition, the Special Servicer shall be entitled to receive, as additional servicing compensation (the following
items, collectively, the “Additional Special Servicing Compensation”): (i) 50% of any Excess Modification
Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced Loan (except in connection with any
Payment Accommodation) consented to by the Special Servicer pursuant to Section 3.24 of this Agreement (whether or
not the Special Servicer elects to handle any related processing); (ii) 100% of any Excess Modification Fees with respect
to a modification, waiver, extension or amendment of a Specially Serviced Loan consented to by the Special Servicer pursuant to
Section 3.24 of this Agreement; (iii) (A) 75% of any Excess Modification Fees in respect of a Payment Accommodation
that is processed by the Special Servicer with respect to a Performing Serviced Loan, (B) 100% of any Excess Modification Fees
in respect of a Payment Accommodation that is processed by the Special Servicer with respect to a Specially Serviced Loan and (C)
0% of any Excess Modification Fees in respect of a Payment Accommodation processed by the Master Servicer (with the agreement of
the Special Servicer as described in Section 3.24(a) of this Agreement) with respect to a Performing Serviced Loan; (iv) 100%
of any Assumption Fees with respect to a Specially Serviced Loan; (v) 50% of any Assumption Fees with respect to a Performing
Serviced Loan involving a transaction described in the definition of “Assumption Fees” consented to by the Special
Servicer (whether or not the Special Servicer elects to handle any related processing); (vi) 100% of Ancillary Fees (other
than (A) fees for insufficient or returned checks and (B) beneficiary statement charges) actually received from Mortgagors
in the case of items prepared by the Special Servicer or with respect to accounts held by the Special Servicer pursuant to this
Agreement or the related Loan Documents, including the Loss of Value Reserve Fund and any REO Accounts; (vii) 100% of assumption
application fees actually received from Mortgagors on (A) Specially Serviced


 






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Loans and (B) Performing Serviced Loans
if the related assumption was processed by the Special Servicer; (viii) 100% of Consent Fees with respect to a Specially Serviced
Loan; (ix) 50% of any Consent Fees with respect to a Performing Serviced Loan (except in connection with any Payment Accommodation)
consented to by the Special Servicer (regardless of whether the Master Servicer or the Special Servicer processes the related servicing
matter); (x) (A) 75% of any Consent Fees in respect of a Payment Accommodation that is processed by the Special Servicer with respect
to a Performing Serviced Loan, (B) 100% of any Consent Fees in respect of a Payment Accommodation that is processed by the Special
Servicer with respect to a Specially Serviced Loan and (C) 0% of any Consent Fees in respect of a Payment Accommodation processed
by the Master Servicer (with the agreement of the Special Servicer as described in Section 3.24(a) of this Agreement) with
respect to a Performing Serviced Loan; (xi) 100% of Excess Penalty Charges accrued with respect to any Serviced Loan during
the period such Serviced Loan is a Specially Serviced Loan and actually received from the Mortgagors (provided that for
the avoidance of doubt, the Special Servicer shall be entitled to any collections of Excess Penalty Charges that represent amounts
accrued while the related Serviced Loan is a Specially Serviced Loan even if collected when the Serviced Loan is not a Specially
Serviced Loan); (xii) any interest or other income earned on deposits in the REO Accounts and any Loss of Value Reserve Fund;
(xiii) 100% of fees for insufficient or returned checks actually received from Mortgagors relating to the accounts held by
the Special Servicer; and (xiv) 100% of beneficiary statement charges actually received from Mortgagors to the extent the related
beneficiary statements were prepared by the Special Servicer. In addition, the Special Servicer shall be entitled to charge and
retain reasonable review fees in connection with any Mortgagor request with respect to any Specially Serviced Loan or any Mortgagor
request with respect to any Performing Serviced Loan that is being processed or consented to by the Special Servicer, to the extent
such fees are (i) not inconsistent with the related Loan Documents, (ii) in accordance with the Servicing Standard and
(iii) actually paid by or on behalf of the related Mortgagor. The Master Servicer shall not waive any review fee due to the
Special Servicer without the Special Servicer’s consent. The Special Servicer shall not be entitled to any Special Servicing
Fees with respect to the Outside Serviced Mortgage Loans. Notwithstanding the foregoing, the Special Servicer’s right to
the additional servicing compensation described in this paragraph with respect to a Serviced Companion Loan shall be subject to
the related Co-Lender Agreement.


 


For the avoidance of
doubt, with respect to any Excess Modification Fee, Assumption Fee, Consent Fee or other fee with respect to a Performing Serviced
Loan that is required to be split between the Master Servicer and the Special Servicer pursuant to the terms of this Agreement,
the Master Servicer and the Special Servicer shall each have the right in its sole discretion, but not any obligation, to reduce
or elect not to charge its respective percentage interest in any such fee; provided, however (x) neither the Master Servicer nor
the Special Servicer shall have the right to reduce or elect not to charge the percentage interest of any fee due to the other
and (y) to the extent either of the Master Servicer or the Special Servicer exercises its right to reduce or elect not to charge
its respective percentage interest in any fee, the party that reduced or elected not to charge such fee shall not have any right
to share in any portion of the other party’s fee. For the avoidance of doubt, if the Master Servicer decides not to charge
any fee, the Special Servicer shall still be entitled to charge the portion of the related fee the Special Servicer would


 






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have
been entitled to if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged
by the Special Servicer. The foregoing provisions of this paragraph shall only apply to Performing Serviced Loans and, subject
to the other terms of this Agreement, shall not prohibit any waiver or reduction by the Special Servicer of any fee payable by
the Mortgagor with respect to any Specially Serviced Loan.


 


Except as otherwise provided
herein, the Special Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder.


 


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 Mortgage Loan or Serviced Loan Combination for so long as it remains a Corrected Loan. The Special
Servicer shall not be entitled to any Workout Fee with respect to any Outside Serviced Mortgage Loan. 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 again becomes a Corrected Loan. If the Special Servicer
is terminated (other than for cause) or resigns: (1) it shall retain the right to receive any and all Workout Fees payable
in respect of Mortgage Loans or Serviced Loan Combinations that became Corrected Loans prior to the time of that termination or
resignation, except the Workout Fees will no longer be payable if any such Mortgage Loan or Serviced Loan Combination subsequently
becomes a Specially Serviced Loan; and (2) it will receive any Workout Fees payable in respect of any Mortgage Loan or Serviced
Loan Combination that was, at the time of that termination or resignation, a Specially Serviced Loan for which the resigning or
terminated Special Servicer had 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 full and timely Monthly Payments
as described in clause (w) of the definition of “Specially Serviced Loan” and which thereafter becomes a Corrected
Loan as a result of the Mortgagor making such three consecutive full and timely Monthly Payments as described in clause (w)
of the definition of “Specially Serviced Loan”, except the Workout Fees will no longer be payable if any such
Mortgage Loan or Serviced Loan Combination subsequently becomes a Specially Serviced Loan. In either case, the successor special
servicer will not be entitled to any portion of such Workout Fees. The Special Servicer shall also be entitled to additional servicing
compensation in the form of a Liquidation Fee (other than with respect to the Outside Serviced Mortgage Loans) payable out of the
Liquidation Proceeds prior to the deposit of the Net Liquidation Proceeds in the Collection Account or the Loan Combination Custodial
Account, as applicable. However, no Liquidation Fee will be payable with respect to an Outside Serviced Mortgage Loan or in connection
with, or out of, Liquidation Proceeds as set forth in the final two provisos of the definition of “Liquidation Fee”
herein. Notwithstanding anything herein to the contrary, the Special Servicer shall not be entitled to receive both a Liquidation
Fee and a Workout Fee with respect to any specific collections or proceeds on any Mortgage Loan or Serviced Loan Combination. For
purposes of the foregoing provisions of this Section 3.12(c), a termination and removal of the Special Servicer under
Section 6.08 of this Agreement shall be deemed to constitute a termination without cause.


 


If at any time a Mortgage
Loan or Serviced Loan Combination becomes a Specially Serviced Loan, the Special Servicer shall use its reasonable efforts to collect
the amount of any


 






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Special Servicing Fee, Liquidation Fee and/or Workout Fee from the related Mortgagor pursuant to the related
Loan Documents, including exercising all remedies available under such Loan Documents that would be in accordance with the Servicing
Standard, specifically taking into account the costs or likelihood of success of any such collection efforts and any applicable
Realized Loss(es) that would be incurred by Certificateholders and/or the Uncertificated Interest Owners in connection therewith
as opposed to the Realized Loss(es) that would be incurred as a result of not collecting such amounts from the related Mortgagor.


 


The Special Servicer
shall not be entitled to any Liquidation Fee with respect to any Outside Serviced Mortgage Loan or any Outside Serviced Companion
Loan. In addition, the Special Servicer will not be entitled to retain any portion of Excess Interest paid on any Mortgage Loan.


 


Notwithstanding anything
herein to the contrary, in the case of a Serviced Loan Combination, in no event shall Special Servicing Compensation with respect
to the related Mortgage Loan (including an REO Mortgage Loan) be payable out of payments and other collections with respect to
the related Serviced Pari Passu Companion Loan(s), and in no event shall Special Servicing Compensation with respect to the related
Serviced Pari Passu Companion Loan(s) (including an REO Companion Loan) be payable out of payments and other collections with respect
to the related Mortgage Loan or the Mortgage Pool. In addition, with respect to any Serviced Subordinate Companion Loan, unless
otherwise provided in the related Co-Lender Agreement, in no event shall Special Servicing Compensation with respect to such Companion
Loan (including an REO Companion Loan) be payable out of payments and other collections with respect to any related Serviced Pari
Passu Companion Loan(s), the related Mortgage Loan or the Mortgage Pool. This paragraph is in no way intended to limit the rights
of the Special Servicer under the related Co-Lender Agreement to seek payment of unpaid Special Servicing Compensation with respect
to any Serviced Companion Loan from the related Serviced Companion Loan Holder.


 


(d)         Notwithstanding anything herein to the contrary, any fees or other charges charged by the Master Servicer or the Special
Servicer in connection with processing any Payment Accommodation with respect to any Serviced Loan (in the aggregate with each
other such Payment Accommodation with respect to such Serviced Loan) shall not exceed 0.30% of the Stated Principal Balance of
such Serviced Loan (excluding attorneys’ fees and out-of-pocket third party expenses) (the “Payment Accommodation
Fee Cap”) and shall only be borne by the related borrower, not the Trust. For the avoidance of doubt, in the event of
a borrower default under a Payment Accommodation, the Payment Accommodation Fee Cap shall only apply to the initial processing
of such Payment Accommodation, and, in such event, the Master Servicer or the Special Servicer, as applicable, shall be entitled
to all fees that would be payable to it pursuant to the terms of this Agreement with respect to further servicing actions with
respect to the related Mortgage Loan.


 


(e)         The Master Servicer, Special Servicer, the Certificate Administrator and Trustee shall be entitled to reimbursement from
the Trust Fund for the costs and expenses incurred by them in the performance of their duties under this Agreement which are “unanticipated
expenses incurred by the REMIC” within the meaning of Treasury


 






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Regulations Section 1.860G-1(b)(3)(iii). Such expenses
shall include, by way of example and not by way of limitation, environmental assessments, Appraisals in connection with foreclosure,
the fees and expenses of any administrative or judicial proceeding and expenses expressly identified as reimbursable in Section 3.06(a)(vi)
of this Agreement.


 


(f)          No provision of this Agreement or of the Certificates shall require the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee to expend or risk their own funds or otherwise incur any financial liability in the performance of
any of their duties hereunder or thereunder, or in the exercise of any of their rights or powers, if, in the good faith business
judgment of the Master Servicer, Special Servicer, the Certificate Administrator or the Trustee, as the case may be, repayment
of such funds would not be ultimately recoverable from late payments, Net Insurance Proceeds, Net Condemnation Proceeds, Net Liquidation
Proceeds and other collections on or in respect of the Mortgage Loans or Serviced Loan Combination (to the extent recovery is permitted
from a Serviced Loan Combination hereunder) or from adequate indemnity from other assets comprising the Trust Fund against such
risk or liability.


 


If the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee receives a request or inquiry from a
Mortgagor, any Certificateholder or any other Person the response to which would, in the Master Servicer’s, the Special Servicer’s
or the Operating Advisor’s commercially reasonable judgment or the Certificate Administrator’s or the Trustee’s
good faith business judgment require the assistance of Independent legal counsel or other consultant to the Master Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee the cost of which would not be an expense
of the Trust Fund hereunder, then the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
or the Trustee, as the case may be, shall not be required to take any action in response to such request or inquiry unless the
Mortgagor or such Certificateholder or such other Person, as applicable, makes arrangements for the payment of the Master Servicer’s,
the Special Servicer’s, the Operating Advisor’s, the Certificate Administrator’s or the Trustee’s expenses
associated with such counsel (including, without limitation, posting an advance payment for such expenses) satisfactory to the
Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee as the case may be,
in its sole discretion. Unless such arrangements have been made, the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator or the Trustee as the case may be, shall have no liability to any Person for the failure to respond
to such request or inquiry.


 


(g)         With respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Master Servicer,
within two Business Days following the related Determination Date, and the Master Servicer shall deliver, to the extent it has
received such information, to the Certificate Administrator, without charge and within one Business Day prior to the related Distribution
Date, an electronic report that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by
the Special Servicer or any of its Affiliates during the related Collection Period; provided, that no such report shall
be due in any month during which no Disclosable Special Servicer Fees were received.


 






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(h)         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 or rebates) from any Person (including, without limitation,
the Trust, any Mortgagor, any Manager, any guarantor or indemnitor in respect of a Serviced Mortgage Loan or Serviced Companion
Loan and any purchaser of any Serviced Mortgage Loan, Serviced Companion Loan or REO Property) in connection with the disposition,
workout or foreclosure of any Serviced 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 3.12; provided
that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees or the fees received by any Person acting as
an Outside Servicer or Outside Special Servicer as expressly provided for under the applicable Outside Servicing Agreement with
respect to an Outside Serviced Mortgage Loan, or as master servicer or special servicer as expressly provided for under the applicable
Other Pooling and Servicing Agreement governing the securitization of a Serviced Companion Loan. For the avoidance of doubt, the
foregoing is not intended to act as a prohibition on the right of any entity acting in the capacities of both Master Servicer and
Special Servicer from receiving or retaining any fees, compensation or other remuneration it is entitled to in its capacity as
Master Servicer pursuant to this Agreement.


 


(i)          If a Servicing Shift Mortgage Loan becomes a Specially Serviced Mortgage Loan prior to the related Servicing Shift Date,
the Special Servicer shall service and administer the related Loan Combination 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
the related Loan Combination during the period for which it acts as Special Servicer of the related Loan Combination. With respect
to a Servicing Shift Mortgage Loan, prior to the related Servicing Shift Date, no other special servicer will be entitled to any
such compensation or have such rights and obligations. If a Servicing Shift Mortgage Loan is still a Specially Serviced Mortgage
Loan on the related Servicing Shift Date, the related Outside Special Servicer and the Special Servicer shall be entitled to compensation
with respect to the related Loan Combination as if the Special Servicer were being terminated as Special Servicer and the related
Outside 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 Mortgage Loan, the Special Servicer shall reasonably cooperate with the related Outside
Special Servicer in connection with the servicing transition of such Servicing Shift Mortgage Loan on and after the related Servicing
Shift Date.


 


Section 3.13     Compensating Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in
the Lower-Tier REMIC Distribution Account (other than the portion of any Compensating Interest Payment described below that is
allocable to a Serviced Companion Loan which shall be remitted by the Master Servicer to the related Serviced Companion Loan Holder
or, in the case of a Trust Subordinate Companion Loan, delivered to the Certificate Administrator for deposit in the applicable
Loan-Specific REMIC Distribution Account) on each Master Servicer Remittance Date, without any right of reimbursement therefor,
an amount,


 






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with respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu
Companion Loan, equal to the lesser of:


 


(i)           
the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received
in respect of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion
Loan(s) and the Trust Subordinate Companion Loans (in each case other than a Specially Serviced Loan or a Mortgage Loan or any
related Serviced Pari Passu Companion Loan or a Trust Subordinate 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 the related Distribution Date that
is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan, Trust Subordinate Companion Loan and REO Loan for which
such Servicing Fees are being paid in such Collection Period, calculated at a rate of 0.00125% per annum, and (B) all
Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to the Mortgage Loans and
the Trust Subordinate Companion Loan (and, so long as a Loan Combination is serviced under this Agreement and the related Co-Lender
Agreement so permits, any related Serviced Companion Loan or Trust Subordinate Companion Loan) subject to such prepayment and net
investment earnings on such Prepayment Interest Excesses. In no event will the rights of the Certificateholders and the Uncertificated
Interest Owners to the offset of the aggregate Prepayment Interest Shortfalls be cumulative.


 


If a Prepayment Interest
Shortfall occurs with respect to a Trust Loan as a result of the Master Servicer allowing the related Mortgagor to deviate from
the terms of the related Loan Documents regarding Principal Prepayments (other than (w) if the Trust Loan is an Outside Serviced
Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Trust Loan is a Specially Serviced Loan,
(y) 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, or (z) in connection with the payment of any Insurance
Proceeds or Condemnation Proceeds) (a “Prohibited Prepayment”), then for purposes of calculating the Compensating
Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii) of the preceding
paragraph, the amount of the Prepayment Interest Shortfall with respect to such Trust Loan otherwise described in clause (i)
of the preceding paragraph in connection with such Prohibited Prepayment.


 


Compensating Interest
Payments with respect to a Serviced Loan Combination shall be allocated between the related Mortgage Loan and the related Serviced
Pari Passu Companion Loan(s) and, if applicable, the related Trust Subordinate Companion Loan, in accordance with their respective
principal amounts, until the respective Prepayment Interest Shortfalls with respect thereto are fully covered, and the Master Servicer
shall pay the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder
thereof.


 






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Section 3.14     Application of Penalty Charges and Modification Fees.


 


(a)         On or prior to the second Business Day before each Master Servicer Remittance Date, the Master Servicer shall apply all
Penalty Charges and Modification Fees (to the extent permitted under any related Co-Lender Agreement (in the case of a Serviced
Loan Combination) and not applied pursuant to Section 3.06A(a)(ii) or Section 3.06(a)(ii), as applicable,
of this Agreement) received by it with respect to any Mortgage Loan or Serviced Loan Combination, including an Outside Serviced
Mortgage Loan (to the extent allocable to such Outside Serviced Mortgage Loan pursuant to the related Co-Lender Agreement and remitted
to the Master Servicer by the related Outside Servicer) during the related Collection Period, as follows:


 


(i)           
first, to the extent of all Penalty Charges and Modification Fees (in such order), to pay or reimburse the Master
Servicer, the Special Servicer and/or the Trustee, as applicable, for all outstanding Advances (including unreimbursed Advances
that have been determined to be Nonrecoverable Advances) and the related Advance Interest Amounts and other outstanding Additional
Trust Fund Expenses (including, in the case of the application of Penalty Charges, Special Servicing Fees, Workout Fees and Liquidation
Fees) other than Borrower Delayed Reimbursements, in each case, with respect to such Mortgage Loan or Serviced Loan Combination;


 


(ii)          
second, to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement
to the Trust of all Advances (and related Advance Interest Amounts) with respect to such Mortgage Loan or Serviced Loan Combination
previously determined to be Nonrecoverable Advances and previously reimbursed to the Master Servicer, the Special Servicer and/or
the Trustee, as applicable, from amounts on deposit in the Collection Account (and such amounts will be retained or deposited in
the Collection Account as recoveries of such Nonrecoverable Advances and related Advance Interest Amounts) other than Borrower
Delayed Reimbursements;


 


(iii)         
third, to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to
the Trust of all other Additional Trust Fund Expenses (including, in the case of the application of Penalty Charges, Special Servicing
Fees, Workout Fees and Liquidation Fees) with respect to such Mortgage Loan or Serviced Loan Combination previously paid from the
Collection Account or related Loan Combination Custodial Account (and such amounts will be retained or deposited in the Collection
Account or related Loan Combination Custodial Account as recoveries of such Additional Trust Fund Expenses) other than Borrower
Delayed Reimbursements; and


 


(iv)         
fourth, to the extent of any remaining Penalty Charges and any remaining Modification Fees, to the Master Servicer
or the Special Servicer, as applicable, as servicing compensation, pro rata, based on their entitlement set forth in Section 3.12
of this Agreement prior to the applications set forth in clauses (i) through (iii) above;


 






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provided that, notwithstanding the
foregoing, in the case of a Loan Combination, Penalty Charges shall be allocated for the purposes and in the order set forth in
the related Co-Lender Agreement.


 


(b)         In connection with the operation of the provisions of this Section 3.14, not later than the 25th day of the
month in which each Distribution Date occurs (beginning with the 25th day of the month following the first Collection Period in
which an Additional Trust Fund Expense, Advance or Advance Interest Amount is incurred), the Master Servicer shall deliver to the
Special Servicer a report in the form reasonably agreed to by both the Master Servicer and the Special Servicer setting forth information
regarding (1) the amount of Penalty Charges, Modification Fees and Assumption Fees collected by the Master Servicer and the
Special Servicer, as applicable, and (2) the related loan expenses and other amounts paid to the Trust from such Penalty Charges,
Modification Fees and Assumption Fees, in each case for the related Collection Period or other reporting period as agreed to by
the Master Servicer and the Special Servicer. The Master Servicer shall respond promptly to any inquiries of the Special Servicer
with respect to the contents of any such report and shall provide any supporting information with respect thereto that is reasonably
requested by the Special Servicer.


 


Section 3.15     Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, the Certificate
Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation
Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders and
Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally insured
financial institutions, the Federal Reserve Board, the FDIC and the OCC and the supervisory agents and examiners of such boards
and such corporations, and any other governmental or regulatory body to the jurisdiction of which any Certificateholder or Serviced
Companion Loan Holder is subject, access to the documentation regarding the Trust Loans required by applicable regulations of the
Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without charge but only
upon reasonable request and during normal business hours at the offices of the Master Servicer or Special Servicer (which access
shall be limited, in the case of the Serviced Companion Loan Holders or any regulatory authority seeking such access in respect
of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15
shall detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure
of information with respect to the Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as
provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this Section 3.15.


 


In connection with providing
or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced Companion Loan Holder
or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan Holder, the Master
Servicer and the Special Servicer may each require payment from such Certificateholder or Serviced Companion Loan Holder of a sum
sufficient to cover the reasonable costs and expenses of providing such information or access, including copy charges and reasonable
fees for employee time and for space; provided that no charge may be made if such information or access was required to
be given or made available without charge under applicable law. In connection with providing Certificateholders or beneficial owners
of Certificates access to the


 






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information described in the preceding paragraph, the Master Servicer and the Special Servicer shall
require (prior to affording such access) a written confirmation executed by the requesting Person substantially in such form
as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be, generally to the effect that
such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will keep such information confidential.


 


In addition, in connection
with providing access to information pursuant to this Section 3.15, each of the Master Servicer and the Special Servicer
may (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 the execution of a reasonable confidentiality
agreement; (iii) withhold access to confidential information or any intellectual property; and (iv) withhold access to
items of information contained in the Servicing File for any Mortgage Loan or Serviced Companion Loan if the disclosure of such
items would constitute a waiver of the attorney-client privilege.


 


Each of the Master Servicer
and the Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer available via telephone
to verbally answer questions from any applicable Directing Holder and Consulting Party (to the extent such Consulting Party has
consultation rights pursuant to any related Co-Lender Agreement or pursuant to Section 3.21, Section 3.29 or Section
6.09, as applicable), on a monthly basis, during regular business hours at such time and for such duration as the Master Servicer
or the Special Servicer, as applicable, on the one hand, and such applicable Directing Holder or Consulting Party, as applicable,
on the other hand, shall reasonably agree, regarding the performance and servicing of the applicable Serviced Trust Loans and/or
related REO Properties for which the Master Servicer or the Special Servicer, as applicable, is responsible. In any event, each
applicable Directing Holder or applicable Consulting Party, as applicable, agrees to identify for the Master Servicer and
the Special Servicer in advance (but at least two (2) Business Days prior to the related monthly conference) the applicable Mortgage
Loans (or Serviced Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related
Directing Holder shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement
and an Investor Certification.


 


The Master Servicer may
(but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion, make available
through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans, the Serviced
Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not Privileged Information, for review
by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor.


 


The Special Servicer
shall deliver (to the extent available to the Special Servicer) to the Operating Advisor such reports and other information produced
or otherwise available to any Outside Controlling Note Holder, the Controlling Class Representative, the Uncertificated Interest
Owners or Certificateholders generally, as requested by the Operating Advisor in support of the performance of the Operating Advisor’s
obligations under this Agreement in electronic format.


 






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The
Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of
performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or
entity except (i) with respect to Privileged Information, pursuant to Section 3.29(j) of this Agreement, or (ii) with
respect to any information other than Privileged Information, to the extent necessary to support its conclusions in its Operating
Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.


 


Section 3.16          
Title and Management of REO Properties.


 


(a)            
In the event that title to any Mortgaged Property (other than a Mortgaged Property with respect to an Outside Serviced Mortgage
Loan) is acquired for the benefit of the Certificateholders and the Combined Uncertificated VRR Interest Owner (or, with respect
to a Serviced Loan Combination, for the benefit of the Certificateholders, the Combined Uncertificated VRR Interest Owner and
the related Serviced Companion Loan Holder(s)) (as a collective whole as if such Certificateholders, the Combined Uncertificated
VRR Interest Owner and, if applicable, such Serviced Companion Loan Holder(s) constituted a single lender) (either by the Trust
Fund or by a single member limited liability company established for that purpose) in foreclosure, by deed-in-lieu of foreclosure
or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of a nominee of
the Trustee (which shall not include the Master Servicer), or a separate trustee or co-trustee, on behalf of the Trust Fund and
any related Serviced Companion Loan Holders. The Special Servicer, on behalf of the Trust Fund, shall sell any REO Property prior
to the close of the third calendar year following the year in which the Lower-Tier REMIC, the 360 Rosemary REMIC or the 111 River
Street REMIC, as applicable, acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1),
for purposes of Code Section 860G(a)(8), unless (i) the IRS grants (or does not deny) an extension of time (an “REO
Extension”) to sell such REO Property or (ii) the Special Servicer obtains an Opinion of Counsel for the Special
Servicer, the Certificate Administrator and the Trustee, addressed to the Special Servicer, the Certificate Administrator and
the Trustee, to the effect that the holding by the Lower-Tier REMIC, the 360 Rosemary REMIC or the 111 River Street REMIC, as
applicable, of such REO Property subsequent to the close of the third calendar year following the year in which such acquisition
occurred will not result in the imposition of taxes on “prohibited transactions” (as defined in Code Section 860F)
of any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC under the Code at any time that any of the Lower-Tier
Regular Interests, the 360 Rosemary REMIC or the 111 River Street REMIC or any of the Non-Uncertificated VRR Retained Pooled Regular
Certificates or the Class VRR Upper-Tier Regular Interest is outstanding. If the Special Servicer is granted (or is 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 receiving 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 Fund payable out of the Collection Account pursuant to


 






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Section 3.06(a) of this Agreement. The Special Servicer,
on behalf of the Trust Fund and any related Serviced Companion Loan Holder, in accordance with the Servicing Standard, shall dispose
of any REO Property held by the Trust Fund (i) prior to the last day of such period (taking into account extensions) by
which such REO Property is required to be disposed of pursuant to the provisions of the immediately preceding sentence in a manner
provided under Section 3.17 of this Agreement and (ii) on the same terms and conditions as if it were the owner
of such REO Property. The Special Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders,
the Combined Uncertificated VRR Interest Owner and, if applicable, the related Serviced Companion Loan Holder, solely for the
purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure
property” within the meaning of Code Section 860G(a)(8) or result in the receipt by the Trust Fund of any “income
from non-permitted assets” within the meaning of Code Section 860F(a)(2)(B) or (i) endanger the status of
any Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust Fund.


 


(b)           
The Special Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement,
to do any and all things in connection with any REO Property (other than an REO Property related to an Outside Serviced Mortgage
Loan) as are consistent with the Servicing Standard and the terms of this Agreement, all on such terms and for such period as
the Special Servicer deems to be in the best interests of Certificateholders, the Combined Uncertificated VRR Interest Owner and,
if applicable, the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders, the Combined
Uncertificated VRR Interest Owner and, if applicable, the related Serviced Companion Loan Holder(s) constituted a single lender
(and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion
Loan(s))), and, in connection therewith, the Special Servicer shall only agree to the payment of management fees that are consistent
with general market standards or to terms that are more favorable. Consistent with the foregoing, the Special Servicer shall cause
or permit to be earned with respect to such REO Property any “net income from foreclosure property,” within the meaning
of Code Section 860G(c), which is subject to tax under the REMIC Provisions only if it has determined, and has so advised
the Certificate Administrator in writing, that the earning of such income on a net after-tax basis could reasonably be expected
to result in a greater recovery on behalf of Certificateholders, the Combined Uncertificated VRR Interest Owner and, if applicable,
the related Companion Loan Holder(s) (as a collective whole as if such Certificateholders, the Combined Uncertificated VRR Interest
Owner and, if applicable, the related Companion Loan Holder(s), constituted a single lender (and, in the case of a Serviced AB
Loan Combination, taking into account the subordinate nature of any related Subordinate Companion Loan(s))) than an alternative
method of operation or rental of such REO Property that would not be subject to such a tax. The Special Servicer shall segregate
and hold all revenues received by it with respect to any REO Property separate and apart from its own funds and general assets
and shall establish and maintain with respect to any REO Property a segregated custodial account (each, an “REO Account”),
each of which shall be an Eligible Account and (subject to any changes in the identities of the Special Servicer and/or the Trustee)
shall be entitled “CWCapital Asset Management LLC, as Special Servicer, on behalf of Wilmington Trust, National


 






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Association,
as Trustee, for the benefit of the registered Holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2022-C1, and the Combined Uncertificated VRR Interest Owner [IN THE CASE OF AN REO PROPERTY RELATED TO A SERVICED
LOAN COMBINATION: and the related Serviced Companion Loan Holder(s)], as their interests may appear--REO Account”. The Special
Servicer shall be entitled to withdraw for its account any interest or investment income earned on funds deposited in an REO Account
to the extent provided in Section 3.07(b) of this Agreement. The Special Servicer shall deposit or cause to be deposited
in the REO Account, within two (2) Business Days after receipt of properly identified funds, all revenues and proceeds received
by it with respect to any REO Property, and shall withdraw therefrom funds necessary for the proper operation, management and
maintenance of such REO Property and for other Property Protection Expenses with respect to such REO Property, including:


 


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


 


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


 


(iii)       all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property including,
if applicable, the payments of any ground rents in respect of such REO Property; and


 


(iv)       any taxes imposed on any Trust REMIC in respect of net income from foreclosure property in accordance with Section 4.05
of this Agreement.


 


To
the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iv) above and the Special
Servicer has provided written notice of such shortfall to the Master Servicer at least five (5) Business Days (or, in an emergency
situation or on an urgent basis, two (2) Business Days, provided that the written notice sets forth the nature of the emergency
or the basis of the urgency) prior to the date that such amounts are due, the Master Servicer shall advance the amount of such
shortfall unless the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would be a Nonrecoverable
Advance (in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection
Account). If the Master Servicer does not make any such Advance in violation of the immediately preceding sentence, the Trustee
shall make such Advance unless the Trustee determines that such Advance would be a Nonrecoverable Advance. The Trustee shall be
entitled to rely, conclusively, on any determination by the Master Servicer that an Advance, if made, would be a Nonrecoverable
Advance. The Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable Advance, shall use its good faith
business judgment. The Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such Advances (with
interest at the Advance Rate) made pursuant to the preceding sentence, to the extent set forth in Section 3.06
and/or, if applicable, Section 3.06A of this Agreement. The Special Servicer shall withdraw from each REO Account
and remit to the Master Servicer for deposit into the Collection Account, or, for a Serviced Loan Combination, the related Loan
Combination Custodial Account, on a monthly basis prior to the related Master Servicer Remittance Date the Net REO Proceeds,


 






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Net
Liquidation Proceeds, Net Condemnation Proceeds and Net Insurance Proceeds received or collected from each REO Property during
the related Collection Period, except that in determining the amount of any such Net REO Proceeds, the Special Servicer may retain
in each REO Account reasonable reserves for repairs, replacements and necessary capital improvements and other related expenses.
Notwithstanding the foregoing, the Special Servicer shall not:


 


(i)           permit the Trust Fund to enter into, renew or extend any New Lease, 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 repair or maintenance thereof or the completion of a
building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement
was completed before default on the related Mortgage Loan or Serviced Loan Combination became imminent, all within the meaning
of Code Section 856(e)(4)(B); or


 


(iv)         Directly Operate or allow any Person to Directly Operate any REO Property on any date more than 90 days after its date of
acquisition by the Trust Fund, unless such Person is an Independent Contractor;


 


unless,
in any such case, the Special Servicer has requested and received an Opinion of Counsel addressed to the Special Servicer, any
related Serviced Companion Loan Holder, the Certificate Administrator and the Trustee (which opinion shall be an expense of the
Trust Fund and, if any related Serviced Companion Loan is part of a REMIC, the related Serviced Companion Loan Holder) to the
effect that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning
of Code Section 860G(a)(8) (determined without regard to the exception applicable for purposes of Code Section 860D(a)) at
any time that it is held by the Trust Fund, in which case the Special Servicer may take such actions as are specified in such
Opinion of Counsel.


 


The
Special Servicer shall be required to contract with an Independent Contractor, the fees and expenses of which shall be an expense
of the Trust Fund and payable out of REO Proceeds, for the operation and management of any REO Property, within 90 days of
the Trust Fund’s acquisition thereof (unless the Special Servicer shall have provided the Trustee and the Certificate Administrator
with an Opinion of Counsel that the operation and management of any REO Property other than through an Independent Contractor
shall not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8)) (which
opinion shall be an expense of the Trust Fund), provided that:


 


(i)           the terms and conditions of any such contract shall be reasonable and customary for the area and type of property and shall not
be inconsistent herewith;


 


(ii)          any such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses
incurred in connection


 






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with the operation and management of such REO Property, including those listed above, and remit all related
revenues (net of such costs and expenses) to the Special Servicer as soon as practicable, but in no event later than thirty days
following the receipt thereof by such Independent Contractor;


 


(iii)            
none of the provisions of this Section 3.16(b) 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 to the Trust Fund
or the Trustee on behalf of the Certificateholders, the Combined Uncertificated VRR Interest Owner and, if applicable, any related
Serviced Companion Loan Holder with respect to the operation and management of any such REO Property; and


 


(iv)            
the Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and
obligations in connection with the operation and management of such REO Property.


 


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.


 


(c)          When and as necessary, the Special Servicer shall send to the Trustee and the Certificate Administrator and the related Serviced
Companion Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf) 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 Section 3.16(a) and Section 3.16(b) of this Agreement.


 


(d)          Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to an Outside
Serviced Mortgage Loan.


 


Section 3.17          
Sale of Defaulted Loans and REO Properties; Sale of Outside Serviced Mortgage Loans.


 


(a)           The parties hereto may sell or purchase, or permit the sale or purchase of, a Mortgage Loan (excluding an Outside Serviced
Mortgage Loan) only (i) on the terms and subject to the conditions set forth in this Section 3.17, (ii) as
otherwise expressly provided in or contemplated by Sections 2.03 and 9.01 of this Agreement, or (iii) (A) in
the case of a Mortgage Loan related to a Serviced Loan Combination in accordance with and subject to the provisions of the related
Co-Lender Agreement and Section 3.28 of this Agreement and (B) in the case of a Mortgage Loan with a related
mezzanine loan or subordinate mortgage loan, in accordance with and subject to the provisions of the related intercreditor agreement.


 






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(b)           
Promptly upon a Serviced Loan or Serviced Loan Combination becoming a Defaulted Loan and if the Special Servicer determines in
accordance with the Servicing Standard that it would be in the best interests of the Certificateholders, the Combined Uncertificated
VRR Interest Owner and, in the case of a Serviced Loan Combination, any related Serviced Companion Loan Holder(s) (as a collective
whole as if such Certificateholders and the Combined Uncertificated VRR Interest Owner and, in the case of a Serviced Loan Combination,
any related Serviced Companion Loan Holder(s), constituted a single lender) to attempt to sell such Defaulted Loan, the Special
Servicer shall use reasonable efforts to solicit offers for such Defaulted Loan on behalf of the Certificateholders, the Combined
Uncertificated VRR Interest Owner and, if applicable, any related Serviced Companion Loan Holder(s) in such manner as will be
reasonably likely to realize a fair price. Subject to the other subsections of this Section 3.17, the Special Servicer
shall accept the first (and, if multiple offers are contemporaneously received, the highest) cash offer received from any Person
that constitutes a fair price for such Defaulted Loan. The Special Servicer shall notify any applicable Directing Holder and Consulting
Party of any written offers (excluding, for the sake of clarity, any unsuccessful bids received during an auction, whether live
or on-line, that were lower than the accepted offer) received regarding the sale of any Defaulted Loan, in each case to the extent
requested by any such party. Any Serviced Companion Loan that is part of a Defaulted Serviced Loan Combination is to be sold together
with the related Mortgage Loan, subject to the other subsections of this Section 3.17 and any additional requirements
set forth in the related Co-Lender Agreement.


 


(c)            
The Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion
Loan Holder (in the case of a Serviced Loan Combination), any applicable Directing Holder and Consulting Party not less than five (5) Business
Days’ prior written notice of its intention to sell any Defaulted Loan. No Interested Person shall be obligated to submit
an offer to purchase any Defaulted Loan, and notwithstanding anything to the contrary contained herein, neither the Trustee, in
its individual capacity, nor any of its Affiliates may offer to purchase, or purchase any Defaulted Loan pursuant hereto.


 


(d)           
Whether any cash offer constitutes a fair price for any Defaulted Loan for purposes of Section 3.17(b) of this Agreement
shall be determined by the Special Servicer, if the offeror is a Person other than an Interested Person, and by the Trustee, if
the offeror is an Interested Person (provided that the Trustee may not be an offeror); provided, however,
that no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at
least two other offers are received from independent third parties; and provided, further, notwithstanding the immediately
preceding proviso, the Purchase Price for any Defaulted Loan (and any equivalent amount for any related Serviced Companion Loan)
shall be deemed a fair price in all cases, including with respect to any offer from an Interested Person. In all cases under this
Agreement (except to the extent the Trustee is not required to determine whether any cash offer constitutes a fair price for any
Defaulted Loan pursuant to the immediately preceding sentence), in determining whether any offer received from an Interested Person
represents a fair price for any Defaulted Loan, the Trustee shall (at the expense of the Interested Person) designate an independent
third party expert in real estate or commercial mortgage loan matters with


 






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at least five (5) years’ experience in valuing
or investing in mortgage loans similar to such Defaulted Loan that has been selected with reasonable care by the Trustee to determine
if such cash offer constitutes a fair price for such Defaulted Loan; provided that the Trustee will not engage a third
party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The reasonable costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party pursuant to this Section 3.17(d) will
be covered by, and will be reimbursable by the Interested Person. The Trustee will be entitled to rely conclusively upon such
third party’s determination. In determining whether any such offer from a Person other than an Interested Person constitutes
a fair price for any such 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 9 months), among
other factors, the period and amount of any delinquency on such Defaulted Loan, the occupancy level and physical condition of
the related Mortgaged Property and the state of the local economy. The appraiser conducting any new Appraisal for determining
whether any offer from a Person other than an Interested Person represents a fair price for any Defaulted Loan shall be an Appraiser
selected by the Special Servicer. The cost of any such Appraisal shall be covered by, and shall be reimbursable to, the Master
Servicer as a Property Advance if no Interested Person is offering to purchase such Defaulted Loan.


 


(e)            
Subject to Section 3.17(a) through Section 3.17(d), Section 3.17(f), Section 3.17(g)
and Section 3.17(m), the Special Servicer shall act on behalf of the Trust Fund and any affected Serviced Companion
Loan Holder in negotiating and taking any other action necessary or appropriate in connection with the sale of any Defaulted Loan,
and the collection of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective
offerors, and may retain, fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information
pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Collection Account or, if applicable,
the Loan Combination Custodial Account. Any sale of any Defaulted Loan shall be final and without recourse to the Trustee, the
Certificate Administrator or the Trust Fund (except such recourse to the Trust Fund imposed by those representations and warranties
typically given in such transactions, any appropriations applied thereto and any customary closing matters), and if such sale
is consummated in accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the Depositor,
the Certificate Administrator, the Operating Advisor or the Trustee shall have any liability to any Certificateholder or the Combined
Uncertificated VRR Interest Owner with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(f)            
Subject to (x) the rights of a holder of a mezzanine loan, under the respective intercreditor agreement, and (y) the rights of
a Subordinate Companion Loan Holder, under the respective Co-Lender Agreement, to purchase a Mortgage Loan or Serviced Loan Combination
(or senior portion thereof), unless and until a Defaulted Loan is sold pursuant to this Section , the Special Servicer shall
continue to service and administer such Defaulted Loan in accordance with the Servicing Standard and this Agreement and shall
pursue such other resolutions or recovery strategies including workout, foreclosure or sale of such Defaulted Loan, as is consistent
with this Agreement and the Servicing Standard.


 






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(g)           
Any sale of a Defaulted Loan pursuant to this Section 3.17 shall be for cash only. The purchase price for any Defaulted
Loan purchased under this Section 3.17 or any Outside Serviced Mortgage Loan sold in accordance with the related Co-Lender
Agreement or Outside Servicing Agreement, shall be deposited into the Collection Account or the related Loan Combination Custodial
Account, as applicable, and the Certificate Administrator (or a Custodian appointed by it), upon receipt of (i) an Officer’s
Certificate from the Master Servicer to the effect that such deposit has been made and (ii) a Request for Release, shall release
or cause to be released to the purchaser of the Defaulted Loan the related Mortgage File, and the Trustee, the Master Servicer
or the Special Servicer, as applicable, shall execute and deliver such instruments of transfer or assignment, in each case without
recourse, as shall be necessary to vest in such purchaser ownership of such Defaulted Loan. In connection with any such purchase,
the Special Servicer and the Master Servicer shall deliver the related Servicing File (to the extent either has possession of
such file) to such purchaser.


 


(h)           
The parties hereto may sell or purchase, or permit the sale or purchase of, an REO Property (other than an REO Property related
to an Outside Serviced Mortgage Loan) only on the terms and subject to the conditions set forth in this Section 3.17.


 


(i)             
The Special Servicer shall use reasonable efforts to solicit offers for each REO Property (other than an REO Property related
to an Outside Serviced Mortgage Loan) on behalf of the Certificateholders, the Combined Uncertificated VRR Interest Owner and
the related Serviced Companion Loan Holder in such manner as will be reasonably likely to realize a fair price within the time
period specified by Section 3.16 of this Agreement. Subject to Section 3.17(m) of this Agreement, the
Special Servicer shall accept the first (and, if multiple offers are contemporaneously received, highest) cash offer received
from any Person that constitutes a fair price for such REO Property. If the Special Servicer determines, in its good faith and
reasonable judgment, that it will be unable to realize a fair price for any REO Property (other than an REO Property related to
an Outside Serviced Mortgage Loan) within the time constraints imposed by Section 3.16 of this Agreement, then the
Special Servicer shall dispose of such REO Property upon such terms and conditions as the Special Servicer shall deem necessary
and desirable to maximize the recovery thereon under the circumstances and, in connection therewith, shall accept the highest
outstanding cash offer, regardless from whom received. The Liquidation Proceeds (net of related Liquidation Expenses) for
any REO Property sold hereunder shall be deposited in the Collection Account or, if applicable, the related Loan Combination Custodial
Account.


 


(j)             
The Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion
Loan Holder, the Operating Advisor, any applicable Directing Holder and any applicable Consulting Party not less than three (3)
Business Days’ prior written notice of its intention to sell any REO Property (other than an REO Property related to an
Outside Serviced Mortgage Loan) hereunder. No Interested Person shall be obligated to submit an offer to purchase any REO Property,
and notwithstanding anything to the contrary contained herein, neither the Trustee, in its individual capacity, nor any of its
Affiliates may offer to purchase, or purchase, any REO Property pursuant hereto.


 






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(k)           
Whether any cash offer constitutes a fair price for any REO Property (other than an REO Property related to an Outside Serviced
Mortgage Loan) for purposes of Section 3.17(i) of this Agreement shall be determined by the Special Servicer,
if the offeror is a Person other than an Interested Person, and by the Trustee, if the offeror is an Interested Person (provided
that the Trustee may not be an offeror); provided, however, that no offer from an Interested Person shall constitute
a fair price unless (i) it is the highest offer received and (ii) at least two other offers are received from independent
third parties; and provided, further, notwithstanding the immediately preceding proviso, the Purchase Price for any such
REO Property shall be deemed a fair price in all cases, including with respect to any offer from an Interested Person. In determining
whether any offer received from an Interested Person represents a fair price for any such REO Property, the Trustee shall (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 or investing in properties similar to such REO Property that has been
selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such REO Property; provided
that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by
the Trustee. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third
party pursuant to this Section 3.17(k) will be covered by, and will be reimbursable by the Interested Person. The
Trustee will be entitled to rely conclusively upon such third party’s determination. In determining whether any such offer
from a Person other than an Interested Person constitutes a fair price for any such REO Property, 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 9 months), among other factors, the period and amount of any delinquency on the related
Mortgage Loan or Serviced Loan Combination, the occupancy level and physical condition of such REO Property, the state of the
local economy and the obligation to dispose of such REO Property within the time period specified in Section 3.16
of this Agreement. The appraiser conducting any new Appraisal for determining whether any offer from a Person other than an Interested
Person represents a fair price for any REO Property shall be an Appraiser selected by the Special Servicer. The cost of any such
Appraisal shall be covered by, and shall be reimbursable to, the Master Servicer as a Property Advance if no Interested Person
is offering to purchase such REO Property.


 


(l)             
Subject to Section 3.17(a) through Section 3.17(k) and Section 3.17(m) of this Agreement,
the Special Servicer shall act on behalf of the Trust Fund and any affected Serviced Companion Loan Holder in negotiating and
taking any other action necessary or appropriate in connection with the sale of any Defaulted Loan or REO Property (other than
an REO Property related to an Outside Serviced Mortgage Loan), and the collection of all amounts payable in connection therewith.
In connection therewith, the Special Servicer may charge prospective offerors, and may retain, fees that approximate the Special
Servicer’s actual costs in the preparation and delivery of information pertaining to such sales or exchanging offers without
obligation to deposit such amounts into the Collection Account or, if applicable, the related Loan Combination Custodial Account.
Any sale of any Defaulted Loan or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) shall
be final and without recourse to the Trustee, the Certificate Administrator or the Trust Fund or any related Serviced Companion
Loan Holder (except


 






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such recourse to the Trust Fund and the related Serviced Companion Loan Holder imposed by those representations
and warranties typically given in such transactions, any appropriations applied thereto and any customary closing matters), and
if such sale is consummated in accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer,
the Depositor, the Certificate Administrator, the Operating Advisor or the Trustee shall have any liability to any Certificateholder
or the Combined Uncertificated VRR Interest Owner with respect to the purchase price therefor accepted by the Special Servicer
or the Trustee.


 


(m)            
Notwithstanding any of the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated
to accept the highest cash offer for a Defaulted Loan if the Special Servicer determines (in consultation with any applicable
Directing Holder and Consulting Parties), in accordance with the Servicing Standard, that rejection of such offer would be in
the best interests of the Certificateholders, the Combined Uncertificated VRR Interest Owner and, in the case of a sale of a Serviced
Loan Combination (or applicable portion thereof), the related affected Serviced Companion Loan Holder(s) (as a collective whole
as if such Certificateholders, the Combined Uncertificated VRR Interest Owner and, if applicable, any such related Serviced Companion
Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate
nature of the related Subordinate Companion Loan(s))), and the Special Servicer may accept a lower cash offer (from any Person
other than itself or an Affiliate) if it determines, in its reasonable and good faith judgment, that acceptance of such offer
would be in the best interests of the Certificateholders, the Combined Uncertificated VRR Interest Owner and, in the case of a
Serviced Loan Combination, any related affected Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders,
the Combined Uncertificated VRR Interest Owner and, if applicable, any such related Serviced Companion Loan Holder(s) constituted
a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of the related
Serviced Subordinate Companion Loan(s))) (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).


 


Notwithstanding
any of the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated to accept the highest
cash offer for an REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) if the Special Servicer
determines (in consultation with any applicable Directing Holder and Consulting Parties), in accordance with the Servicing Standard,
that rejection of such offer would be in the best interests of the Certificateholders, the Combined Uncertificated VRR Interest
Owner and, in the case of a sale of an REO Property that corresponds to a Serviced Loan Combination, the related Serviced Companion
Loan Holder(s) (as a collective whole as if such Certificateholders, the Combined Uncertificated VRR Interest Owner and, if applicable,
any Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking
into account the subordinate nature of the related Subordinate Companion Loan(s))), and the Special Servicer may accept a lower
cash offer (from any Person other than itself or an Affiliate) if it determines, in its reasonable and good faith judgment,
that acceptance of such offer would be in the best interests of the Certificateholders, the Combined Uncertificated VRR Interest
Owner and, in the case of an REO Property that corresponds to a Serviced Loan Combination, any related


 






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Serviced Companion Loan
Holder(s) (as a collective whole as if such Certificateholders, the Combined Uncertificated VRR Interest Owner and, if applicable,
any related Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination,
taking into account the subordinate nature of the related Serviced Subordinate Companion Loan(s))) (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).


 


(n)           
In no event shall the Trust Fund or the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer on
the Trust’s behalf purchase, or pay or advance costs to purchase, any Outside Serviced Mortgage Loan, or any Companion Loan
or any Mortgage Loan.


 


(o)           
Notwithstanding anything herein to the contrary, any party identified in the related Co-Lender Agreement or Outside Servicing
Agreement (which, if the identified party is the holder of an Outside Serviced Mortgage Loan, shall mean the Controlling Class Representative
for so long as no Control Termination Event has occurred and is continuing), in its individual capacity and not on behalf of the
Trust, shall be entitled to purchase an Outside Serviced Mortgage Loan in accordance with the terms and conditions set forth in
the related Co-Lender Agreement and Outside Servicing Agreement. In no event shall the Trust Fund or the Trustee, the Master Servicer
or the Special Servicer on its behalf purchase, or pay or advance costs to purchase, any Outside Serviced Mortgage Loan or the
related Companion Loan(s) or any other Mortgage Loan.


 


(p)           
Notwithstanding anything to the contrary herein, any purchase or sale of a Specially Serviced Loan pursuant to this Section 3.17
will remain subject to the cure, purchase and other rights of, in each case if applicable, any related Subordinate Companion
Loan Holder as set forth in the related Co-Lender Agreement and any holder of a related mezzanine loan as set forth in the related
intercreditor agreement. The Special Servicer shall determine the price to be paid in accordance with the terms of the related
Co-Lender Agreement or the related mezzanine loan intercreditor agreement in connection with any such purchase rights in favor
of any related Subordinate Companion Loan Holder or mezzanine loan holder and shall provide such notices to the related Subordinate
Companion Loan Holder or the holder of a related mezzanine loan as are required by the related Co-Lender Agreement or the related
mezzanine loan intercreditor agreement in connection with each such holders’ purchase rights.


 


(q)           
With respect to any Serviced Loan Combination (other than any such Loan Combination that is a Serviced Outside Controlled Loan
Combination) that, pursuant to the terms of the related Co-Lender Agreement, becomes a Defaulted Serviced Loan Combination, if
the Special Servicer determines to sell the related Serviced Mortgage Loan in accordance with this Section 3.17, then
the Special Servicer shall sell each related Serviced Pari Passu Companion Loan and any Trust Subordinate Companion Loan together
with such Serviced Mortgage Loan as a single whole loan in accordance with this Agreement and subject to any rights of the applicable
Directing Holder and the holder of any related non-controlling Serviced Pari Passu Companion Loan hereunder or under the related
Co-Lender Agreement. Notwithstanding anything to the contrary herein, the


 






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Special Servicer shall not sell any such Serviced Loan
Combination if it becomes a Defaulted Serviced Loan Combination without the written consent of each related Serviced Pari Passu
Companion Loan Holder (provided that such consent is not required if the consenting party is the related Mortgagor or an
Affiliate of the related Mortgagor) unless the Special Servicer has delivered (which delivery may be by electronic mail to the
extent it would not be prohibited under the terms of the related Co-Lender Agreement) to such related Serviced Pari Passu Companion
Loan Holder (at the expense of such Serviced Pari Passu Companion Loan Holder to the extent permitted under the terms of the related
Co-Lender Agreement; provided, that to the extent an Other Securitization Trust is the related Serviced Pari Passu Companion
Loan Holder, no such expense shall be payable out of such Other Securitization Trust or by the parties to the related Other Pooling
and Servicing Agreement): (a) at least 15 Business Days’ prior written notice of any decision to attempt to sell such
Defaulted Serviced Loan Combination; (b) at least 10 days prior to the proposed sale date, a copy of each bid package
(together with any material amendments to such bid packages) received by the Special Servicer in connection with any such proposed
sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the subject Serviced
Loan Combination, and any documents in the Servicing File reasonably requested by such related Serviced Pari Passu Companion Loan
Holder that are material to the price of the subject Serviced Loan Combination; and (d) until the sale is completed, and
a reasonable period of time (but no less time than is afforded to other offerors) prior to the proposed sale date, all information
and other documents being provided to other offerors and all leases or other documents that are approved by the Master Servicer
or the Special Servicer in connection with the proposed sale; provided, that a related Serviced Pari Passu Companion Loan Holder
may waive as to itself any of the delivery or timing requirements set forth in this sentence. The applicable Directing Holder
and each related Serviced Pari Passu Companion Loan Holder may submit an offer to purchase, and any such party is permitted to
be the purchaser at any sale of, the subject Defaulted Serviced Loan Combination unless such Person is the related Mortgagor or
an agent or Affiliate of the related Mortgagor.


 


(r)             
With respect to any Serviced Loan Combination that is a Serviced Outside Controlled Loan Combination that, pursuant to the terms
of the related Co-Lender Agreement, becomes a Defaulted Serviced Loan Combination, and if the Special Servicer determines to sell
the related Serviced Mortgage Loan in accordance with this Section 3.17, then the Special Servicer shall sell each
related Serviced Pari Passu Companion Loan together with such Serviced Mortgage Loan as a single whole loan in accordance with
this Agreement and subject to any rights of any related Outside Controlling Note Holder, the Controlling Class Representative
and/or the holder of any related non-controlling Serviced Pari Passu Companion Loan hereunder or under the related Co-Lender Agreement.
Notwithstanding anything to the contrary herein, the Special Servicer shall not sell any such Serviced Loan Combination if it
becomes a Defaulted Serviced Loan Combination without the written consent of the Controlling Class Representative (unless
a Consultation Termination Event exists), the related Outside Controlling Note Holder and the holder of each related non-controlling
Serviced Pari Passu Companion Loan (provided that such consent is not required if the consenting party is the related Mortgagor
or an Affiliate of the related Mortgagor) unless the Special Servicer has delivered (which delivery may be by electronic mail
to the extent it would not be prohibited under the terms of the related


 






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Co-Lender Agreement) to the Controlling Class Representative,
the related Outside Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan
(at the expense of such Outside Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion
Loan, to the extent permitted under the terms of the related Co-Lender Agreement): (a) at least 15 Business Days’ prior
written notice of any decision to attempt to sell such Serviced Loan Combination; (b) at least 10 days prior to the proposed
sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer
in connection with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent
appraisal for the subject Serviced Loan Combination, and any documents in the Servicing File reasonably requested by the Controlling
Class Representative, the related Outside Controlling Note Holder and the holder of each related non-controlling Serviced
Pari Passu Companion Loan that are material to the price of the subject Serviced Loan Combination; 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 Controlling Class Representative)
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; provided,
that the Controlling Class Representative, the related Outside Controlling Note Holder and the holder of each related non-controlling
Serviced Pari Passu Companion Loan may each waive as to itself any of the delivery or timing requirements set forth in this sentence.
The Controlling Class Representative, the related Outside Controlling Note Holder and the holder of each related non-controlling
Serviced Pari Passu Companion Loan shall be permitted to submit an offer to purchase, and any such party is permitted to be the
purchaser at any sale of, the subject Serviced Loan Combination unless such Person is the related Mortgagor or an agent or Affiliate
of the related Mortgagor.


 


Notwithstanding
the prior paragraph, with respect to each Serviced AB Loan Combination (other than the 360 Rosemary Loan Combination and the 111
River Street Loan Combination), if such Serviced AB Loan Combination becomes a Defaulted Serviced Loan Combination, and if the
Special Servicer determines to sell the related Serviced Mortgage Loan in accordance with this Section 3.17, then
the Special Servicer shall not be permitted or required to sell the related Serviced Subordinate Companion Loan(s) together with
such Serviced Mortgage Loan and any related Serviced Pari Passu Companion Loan(s) as a single whole loan except as required by
the related Co-Lender Agreement.


 


With
respect to the 360 Rosemary Loan Combination and the 111 River Street Loan Combination, if either such Serviced AB Loan Combination
becomes a Defaulted Serviced Loan Combination, and if the Special Servicer determines to sell the related Serviced Mortgage Loan
in accordance with this Section 3.17, then the Special Servicer shall sell the related Trust Subordinate Companion
Loan together with such Serviced Mortgage Loan and any related Serviced Pari Passu Companion Loan(s) as one whole loan in accordance
with this Agreement and the related Co-Lender Agreement.


 


(s)            
With respect to any Outside Serviced Mortgage Loan upon becoming a “Defaulted Mortgage Loan” (as such term
or any analogous term is defined pursuant to the


 






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terms of the applicable Outside Servicing Agreement), and with respect to any
REO Property related to an Outside Serviced Mortgage Loan, the liquidation of such Outside Serviced Mortgage Loan or such REO
Property shall be administered by the related Outside Special Servicer in accordance with the applicable Outside Servicing Agreement
and the related Co-Lender Agreement. Any such sale of an Outside Serviced Mortgage Loan or any related REO Property pursuant to
the applicable Outside Servicing Agreement and/or the related Co-Lender Agreement shall be final and without recourse to the Trustee
or the Trust, and none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall have any
liability to any Certificateholder or the Combined Uncertificated VRR Interest Owner with respect to the purchase price for such
Outside Serviced Mortgage Loan or such REO Property accepted on behalf of the Trust. Any proceeds of such a sale received by the
Trust Fund shall be promptly deposited in the Collection Account.


 


Section 3.18          
Additional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports
to the Serviced Companion Loan Holder.


 


(a)            
The Master Servicer (or, with respect to Specially Serviced Loans and REO Properties, the Special Servicer) shall inspect or cause
to be inspected each Mortgaged Property that secures a Serviced Loan at such times and in such manner as are consistent with the
Servicing Standard, but in any event at least once every calendar year with respect to such Mortgaged Property relating to Serviced
Mortgage Loans with an outstanding principal balance of $2,000,000 or more and at least once every other calendar year with respect
to such Mortgaged Property relating to Serviced Mortgage Loans with an outstanding principal balance of less than $2,000,000,
in each case commencing in 2023; provided that the Master Servicer is not required to inspect any Mortgaged Property that
has been inspected by the Special Servicer during the preceding 12 months. If any Serviced Mortgage Loan or Serviced Loan Combination
becomes a Specially Serviced Loan, the related Mortgaged Property shall be inspected by the Special Servicer as soon as practicable
and thereafter at least every calendar year for so long as such condition exists. The cost of any annual inspection, or bi-annual
inspection, as the case may be, shall be borne by the Master Servicer unless the related Serviced Mortgage Loan or Serviced Loan
Combination is a Specially Serviced Loan. The Master Servicer shall reimburse the Special Servicer for the cost of any inspection
of a Specially Serviced Loan as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of
the Collection Account if such Property Advance would be a Nonrecoverable Advance) and any out-of-pocket costs incurred with respect
to such inspection shall be borne by the Trust Fund. The Special Servicer or the Master Servicer, as applicable, shall prepare
or cause to be prepared a written report of each such inspection performed by it pursuant to this Section 3.18(a),
and shall, as soon as reasonably practicable following completion, deliver or make available a copy (in electronic format) of
each such report to the Certificate Administrator (who shall post such report to the Certificate Administrator’s Website
for review by Privileged Persons in accordance with Section 4.02(a)).


 


(b)           
The Master Servicer shall, as to each Mortgage Loan (excluding an Outside Serviced Mortgage Loan) which is secured by the interest
of the related Mortgagor under


 






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a Ground Lease, even if the corresponding fee interest is encumbered, promptly (and in any event
within 60 days following the later of the Closing Date or its receipt of a copy of the Ground Lease) notify the related ground
lessor of the transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any
notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer. The Master Servicer shall
forward to the Special Servicer any written notice of default under a ground lease.


 


(c)            
The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to each Serviced
Companion Loan Holder a written report, prepared in the manner set forth in Section 4.02, of each inspection performed
by it with respect to the related Mortgaged Property and Serviced Companion Loan related thereto.


 


(d)           
The Master Servicer is hereby authorized to exercise any rights granted under the applicable Outside Servicing Agreement in favor
of the Trust (or a party on its behalf) as the holder of each Outside Serviced Mortgage Loan to obtain information from the
related Outside Servicer (or other similar parties with an obligation to make advances) in connection with making nonrecoverability
determinations. The Master Servicer shall promptly deliver to any related Outside Servicer, upon request, such information in
the Master Servicer’s possession as the related Outside Servicer reasonably requests in order to determine whether an advance
similar to a P&I Advance would be “nonrecoverable.”


 


(e)            
If required under the related Co-Lender Agreement, the Master Servicer shall promptly deliver to each Serviced Companion Loan
Holder or provide electronically: (i) copies of operating statements and rent rolls; (ii) annual CREFC®
NOI Adjustment Worksheets (with annual operating statements as exhibits); and (iii) annual CREFC® Operating
Statement Analysis Reports, in each case prepared, received or obtained by it pursuant to this Agreement with respect to the Mortgaged
Properties securing the related Serviced Companion Loan.


 


Section 3.19          
Lock-Box Accounts, Escrow Accounts.


 


Except
with respect to the Outside Serviced Mortgage Loans, the Master Servicer shall administer each Lock-Box Account and Escrow Account
in accordance with the related Mortgage or Loan Agreement or Lock-Box Agreement, if any, and administer any letters of credit
pursuant to the related letter of credit agreement and the Loan Documents.


 


Notwithstanding
the foregoing, to the extent that any cash amounts are held in an Escrow Account or other cash collateral account and the mortgagee
under the related Loan Documents is permitted, but not required, to apply such amounts to prepay the related Mortgage Loan (or
Serviced Loan Combination), neither the Master Servicer nor the Special Servicer shall apply such amounts to prepay the Mortgage
Loan (or Serviced Loan Combination) until after the occurrence of an event of default under the Mortgage Loan (or Serviced Loan
Combination) that may result in the Mortgage Loan (or Serviced Loan Combination) being accelerated or becoming a Specially Serviced
Loan.


 






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Section 3.20          
Property Advances.


 


(a)            
Except with respect to an Outside Serviced Mortgage Loan, the Master Servicer (or, to the extent provided in Section 3.20(b)
of this Agreement, the Trustee) shall make any Property Advances as and to the extent incidental to the performance of
its duties under this Agreement or otherwise required pursuant to the terms hereof; provided that no Property Advances
shall be made with regard to a Subordinate Companion Loan held outside the Trust if the related Mortgage Loan is no longer held
by the Trust. The Special Servicer shall give the Master Servicer, the Trustee and any affected Serviced Companion Loan Holder
not less than five (or, in the case of Emergency Advances pursuant to Section 3.20(e) of this Agreement, two) Business
Days’ written notice before the date on which the Master Servicer is requested to make any Property Advance with respect
to a given Specially Serviced Loan or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan).
In addition, the Special Servicer shall provide the Master Servicer, the Trustee and any affected Serviced Companion Loan Holder
with such information in its possession as the Master Servicer, the Trustee or such Serviced Companion Loan Holder, as applicable,
may reasonably request to enable the Master Servicer or the Trustee, as applicable, to determine whether a requested Property
Advance would constitute a Nonrecoverable Advance. Any such notice by the Special Servicer to the Master Servicer of a required
Property Advance shall be deemed to be a determination by the Special Servicer that such requested Property Advance is not a Nonrecoverable
Advance, and the Master Servicer shall be entitled to conclusively rely on such determination. In the absence of a determination
by the Special Servicer that a Property Advance is a Nonrecoverable Advance, all determinations of recoverability with respect
to Property Advances to be made (or contemplated to be made) by the Master Servicer or the Trustee will remain with the Master
Servicer or the Trustee, as applicable. On the fourth Business Day before each Distribution Date, the Special Servicer shall
report to the Master Servicer the Special Servicer’s determination as to whether any Property Advance previously made with
respect to a Specially Serviced Loan is a Nonrecoverable Advance promptly after making such determination. The Master Servicer
and the Trustee shall be entitled to conclusively rely on and shall be bound by such a determination and shall be bound by a determination
by the Special Servicer that a Property Advance previously made or contemplated to be made with respect to a Specially Serviced
Loan is or would be a Nonrecoverable Advance. Although the Special Servicer may determine whether a Property Advance is a Nonrecoverable
Advance, the Special Servicer will have no right to (i) make an affirmative determination that any Property Advance previously
made or to be made (or contemplated to be made) by the Master Servicer or the Trustee is, or would be, recoverable or (ii) reverse
any determination that may have been made by the Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee
from making a determination that any Property Advance constitutes or would constitute a Nonrecoverable Advance; provided that
this sentence will not be construed to limit the Special Servicer’s right to make a determination that a Property Advance
to be made (or contemplated to be made) would be, or a previously made Advance is, a Nonrecoverable Advance, as described in this
Section 3.20. The Master Servicer and the Special Servicer shall consider Unliquidated Advances in respect of prior
Property Advances for the purposes of non-recoverability determinations as if such amounts were unreimbursed Property Advances.


 






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For
purposes of distributions to Certificateholders, the Uncertificated Interest Owners and Serviced Companion Loan Holders and compensation
to the Master Servicer or the Trustee, Property Advances shall not be considered to increase the principal balance of any Mortgage
Loan or Serviced Loan Combination, notwithstanding that the terms of such Mortgage Loan or Serviced Loan Combination so provide.


 


(b)           
The Master Servicer shall notify the Trustee, the Special Servicer and any related Serviced Companion Loan Holder in writing promptly
upon, and in any event within one (1) Business Day after, becoming aware that it will be unable to make any Property Advance required
to be made pursuant to the terms hereof, and in connection therewith, shall set forth in such notice the amount of such Property
Advance, the Person to whom it will be paid, and the circumstances and purpose of such Property Advance, and shall set forth therein
information and instructions for the payment of such Property Advance, and, on the date specified in such notice for the payment
of such Property Advance, or, if the date for payment has passed or if no such date is specified, then within five (5) Business
Days following such notice, the Trustee, subject to the provisions of Section 3.20(c) of this Agreement, shall pay
the amount of such Property Advance in accordance with such information and instructions. Any notice to the Trustee pursuant to
this Section shall be deemed to be given to a Responsible Officer of the Trustee if made in accordance with Section 12.04
of this Agreement.


 


(c)            
None of the Master Servicer, the Special Servicer or the Trustee shall be obligated to make a Property Advance as to any Mortgage
Loan or Serviced Loan Combination or REO Property if the Master Servicer, the Special Servicer or the Trustee, as applicable,
determines that such Advance will be a Nonrecoverable Advance. The determination by any Person with an obligation hereunder to
make Property Advances that it has made a Nonrecoverable Advance or that any proposed Property Advance, if made, would constitute
a Nonrecoverable Advance or a determination by the Special Servicer that a Property Advance previously made or proposed to be
made is or would, if made, constitute a Nonrecoverable Advance, shall be made by such Person (i) in the case of the Master
Servicer or the Special Servicer, in accordance with the Servicing Standard and (ii) in the case of the Trustee, in accordance
with its good faith business judgment and shall be evidenced by an Officer’s Certificate delivered on or prior to the next
Master Servicer Remittance Date to (1) the affected Serviced Companion Loan Holders or their Companion Loan Holder representatives
(and the related master servicer and special servicer under any related Other Pooling and Servicing Agreement, if applicable),
in the case of any Serviced Loan Combination, (2) the Trustee (unless it is the Person making the determination), (3) any
applicable Directing Holder, (4) the Master Servicer (unless it is the Person making the determination), (5) the Special
Servicer (unless it is the Person making the determination), and (6) the Depositor (if the Trustee is making the determination),
setting forth the basis for such determination, together with any other information that supports such determination together
with a copy of any Appraisal of the related Mortgaged Property or REO Property, as the case may be (which Appraisal shall be an
expense of the Trust Fund, shall take into account any material change in circumstances of which such Person is aware or such
Person has received new information, either of which has a material effect on the value and shall have been conducted in accordance
with the standards of the Appraisal Institute within the twelve months preceding such determination of


 






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nonrecoverability), and
further accompanied by related Mortgagor operating statements and financial statements, budgets and rent rolls of the related
Mortgaged Property (to the extent available and/or in such Person’s possession) and any engineers’ reports, environmental
surveys or similar reports that such Person may have obtained and that support such determination. In connection with a determination
by the Special Servicer, the Master Servicer or the Trustee as to whether a Property Advance previously made or to be made constitutes
or would constitute a Nonrecoverable Advance:


 


(A)            
any such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms of the
related Mortgage Loan or Serviced Loan Combination as it may have been modified, to consider (among other things) the related
Mortgaged Properties in their “as is” or then current conditions and occupancies, as modified by such party’s
assumptions regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate
and consider (among other things) future expenses and to estimate and consider (among other things) the timing of recoveries;


 


(B)             
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 may obtain at the expense of the Trust Fund any analysis, Appraisals or market
value estimates or other information as reasonably may be required for such purposes;


 


(C)             
the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed Property
Advance, if made, would be a Nonrecoverable Advance or that any outstanding Property Advance is a Nonrecoverable Advance and may
deliver to the Master Servicer, the Trustee, any applicable Directing Holder and the Controlling Class Representative if
it is an applicable Consulting Party and, in the case of a Property Advance with respect to a Serviced Outside Controlled Loan
Combination, the related Outside Controlling Note Holder notice of such determination, which determination shall be conclusive
and binding on the Master Servicer and the Trustee (but this statement shall not be construed to entitle the Special Servicer
to reverse any other authorized Person’s determination, or to prohibit any such other authorized Person from making a determination,
that a Property Advance constitutes or would constitute a Nonrecoverable Advance);


 


(D)            
the Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer that a Property
Advance is or, if made, would be a Nonrecoverable Advance, and the Master Servicer shall be entitled to rely, conclusively, on
any determination by the Special Servicer that a Property Advance is or, if made, would be a Nonrecoverable Advance;


 






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(E)             
any non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 3.20
with respect to the non-recoverability of Property Advances shall be conclusive and binding on the Master Servicer (in the case
of such a determination by the Special Servicer) and the Trustee; and


 


(F)           
notwithstanding the foregoing, the Trustee may conclusively rely upon any determination by the Master Servicer or the Special
Servicer that any Property Advance would be recoverable (unless a non-recoverability determination has been made by the other
servicer in accordance with clause (E) above which is binding on the Trustee), and the Master Servicer may conclusively rely
upon any determination by the Special Servicer that any Property Advance would be recoverable.


 


(d)           The Master Servicer, the Special Servicer and/or the Trustee, as applicable, shall be entitled to the reimbursement of Property
Advances made by any of them to the extent permitted pursuant to Section 3.06(a)(ii) or Section 3.06A(a)(ii)
of this Agreement, together with any related Advance Interest Amount in respect of such Property Advances, and the Master
Servicer and the Special Servicer, as applicable, hereby covenant and agree to use efforts consistent with the Servicing Standard
to obtain the reimbursement of such Property Advances from the related Mortgagors to the extent permitted by applicable law and
the related Loan Documents.


 


(e)          
Notwithstanding anything to the contrary contained in this Agreement, if a Property Advance is required to be made under this
Agreement with respect to any Specially Serviced Loan or REO Property (other than an REO Property related to an Outside Serviced
Mortgage Loan), the Special Servicer shall request that the Master Servicer make such Property Advance, such request to be made,
in writing, at least five (5) Business Days (or, in the case of an Emergency Advance, two (2) Business Days, provided
that the written request sets forth the nature of the emergency or the basis of the urgency) in advance of the date on
which such Property Advance is required to be made hereunder and to be accompanied by such information and documentation regarding
the subject Property Advance as the Master Servicer may reasonably request, subject to the Master Servicer’s right to determine
that such Property Advance does not constitute or would not constitute a Nonrecoverable Advance. The Master Servicer shall have
the obligation to make any such Property Advance that it is so requested by the Special Servicer to make, within five (5) Business
Days (or, in the case of an Emergency Advance, two (2) Business Days) of the Master Servicer’s receipt of such request.
The Special Servicer shall have no obligation to make any Property Advance; provided that the Special Servicer may in its
sole discretion elect to make an Emergency Advance, and the Master Servicer shall reimburse the Special Servicer for such Property
Advance (with interest thereon), provided that such Advance is not determined by the Master Servicer, in accordance with the Servicing
Standard, to be nonrecoverable. The Master Servicer shall be entitled to reimbursement for any Advance made by it at the direction
of the Special Servicer, together with interest thereon at the same time, in the same manner and to the same extent as the Master
Servicer is entitled with respect to any other Advances made thereby.


 






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(f)            
Within five (5) Business Days of making an Emergency Advance pursuant to the proviso to the penultimate sentence of Section 3.20(e),
the Special Servicer shall deliver to the Master Servicer a request for reimbursement for such Emergency Advance, along with all
information and documentation regarding the subject Emergency Advance as the Master Servicer may reasonably request, and the Master
Servicer shall be obligated, out of such Master Servicer’s own funds, to reimburse the Special Servicer for any such unreimbursed
Emergency Advances (other than any Emergency Advance determined by the Master Servicer, in accordance with Section 3.20(c)
of this Agreement, to be a Nonrecoverable Property Advance) made by the Special Servicer pursuant to the proviso to the penultimate
sentence of Section 3.20(e), together with interest thereon at the Advance Rate from the date made to, but not including,
the date of reimbursement. Such reimbursement and any accompanying payment of interest shall be made within five (5) Business
Days of the written request therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an
account designated in writing by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special Servicer
of any Emergency Advance and payment to the Special Servicer of interest thereon, all in accordance with this Section 3.20(f),
the Master Servicer shall for all purposes of this Agreement be deemed to have made such Emergency Advance at the same time as
the Special Servicer actually made such Emergency Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed
for such Emergency Advance, together with interest thereon at the Advance 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 Emergency Advance at the time
the Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.20(f), the Master Servicer shall
not be required to reimburse the Special Servicer for any Emergency Advance if the Master Servicer determines in accordance with
Section 3.20(c) of this Agreement that such Emergency Advance, although not characterized by the Special Servicer
as a Nonrecoverable Property Advance, is in fact a Nonrecoverable Property Advance. The Master Servicer shall notify the Special
Servicer in writing of such determination and, if applicable, such Nonrecoverable Property Advance shall be reimbursed to the
Special Servicer pursuant to Section 3.06(a) of this Agreement.


 


Section 3.21          
Appointment of Special Servicer; Asset Status Reports.


 


(a)            
CWCapital Asset Management LLC is hereby appointed as the initial Special Servicer to specially service each of the Mortgage Loans
and each Serviced Loan Combination (other than the Outside Serviced Mortgage Loans, the 360 Rosemary Loan Combination and the
111 River Street Loan Combination). Situs Holdings, LLC is hereby appointed as the initial Special Servicer to specially service
the 360 Rosemary Mortgage Loan. KeyBank National Association is hereby appointed as the initial Special Servicer to specially
service the 111 River Street Mortgage Loan.


 


(b)           
The Special Servicer, at the earlier of (x) within 60 days after a Servicing Transfer Event occurs and (y) prior
to taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision)
with respect to a Specially Serviced Loan, shall prepare a report (the “Asset Status Report”) for the related
Mortgage Loan or Serviced Loan Combination. Each Asset Status Report shall be


 






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delivered in electronic format to the Operating
Advisor (subject to Section 3.21(e) of this Agreement), any applicable Directing Holder, any applicable Consulting
Parties and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of
this Agreement, the Rule 17g-5 Information Provider; provided, however, the Special Servicer shall not be required
to deliver an Asset Status Report to the related Directing Holder if they are the same entity. Prior to the occurrence and continuance
of a Control Termination Event (or, in the case of the 360 Rosemary Loan Combination, a 360 Rosemary Operating Advisor Consultation
Trigger Event), the Special Servicer shall deliver to the Operating Advisor each Final Asset Status Report promptly after such
Final Asset Status Report has been approved or deemed approved. The Special Servicer shall notify the Operating Advisor of whether
any Asset Status Report delivered to the Operating Advisor is a Final Asset Status Report, which notification may be satisfied
by (i) delivery of an Asset Status Report that is either signed by the applicable Directing Holder or that otherwise includes
an indication that such Asset Status Report is deemed approved due to the passage of any required consent or consultation time
period or (ii) such other method as reasonably agreed to by the Operating Advisor and the Special Servicer. The Special Servicer
shall deliver a summary of each Final Asset Status Report to the Certificate Administrator. Such Asset Status Report shall be
consistent with the Servicing Standard and set forth the following information to the extent reasonably determinable:


 


(i)            
summary of the status of the related Mortgage Loan or Serviced Loan Combination and any negotiations with the Mortgagors;


 


(ii)           
if a Servicing Transfer Event has occurred and is continuing:


 


(A)            
a discussion of the legal and environmental considerations reasonably known at such time 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 Mortgage Loan or Serviced Loan Combination and whether outside legal counsel has been retained;


 


(B)             the most current rent roll and income or operating statement available for the related Mortgaged Properties;


 


(C)             the Special Servicer’s recommendations on how the related Mortgage Loan might be returned to performing status or otherwise
realized upon;


 


(D)            a copy of the last obtained Appraisal of the Mortgaged Property;


 


(E)             the status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect
thereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults
under the related Mortgage Loan or Serviced Loan Combination;


 






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(F)          a description of any amendment, modification or waiver of a material term of any ground lease; and


 


(G)          if the Special Servicer elects to proceed with a non-judicial foreclosure, then a statement as to (i) whether there was a
violation of a non-recourse carve-out under the related Mortgage Loan or Serviced Loan Combination and (ii) any determination
not to pursue a deficiency judgment against the related Mortgagor or guarantor;


 


(iii)            
a description of any such proposed or taken actions;


 


(iv)            
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 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;


 


(vi)            
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 (including the applicable Calculation Rate used) and all related assumptions; and


 


(vii)          
such other information as the Special Servicer deems relevant in light of the proposed or taken action and the Servicing Standard.


 


If
any applicable Directing Holder does not disapprove an Asset Status Report in writing within 10 Business Days of receiving such
Asset Status Report, then such Directing Holder shall be deemed to have approved such Asset Status Report and the Special Servicer
shall implement the recommended action as outlined in such Asset Status Report; provided, however, that the Special
Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable Loan
Documents. If the applicable Directing Holder disapproves such Asset Status Report within 10 Business Days of receipt and the
Special Servicer has not made the affirmative determination contemplated below, the Special Servicer shall revise such Asset Status
Report and deliver to the Operating Advisor (subject to Section 3.21(e) of this Agreement), any applicable Directing Holder,
any applicable Consulting Party, any related Serviced Companion Loan Holder(s) (in the case of a Serviced Loan Combination) and,
for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule
17g-5 Information Provider a new Asset Status Report as soon as practicable, but in no event later than 30 days after such
disapproval. The Special Servicer shall revise such Asset Status Report as described above until the applicable Directing Holder
shall fail to disapprove such revised Asset Status Report in writing within 10 Business Days of receiving such revised Asset Status
Report or until the Special Servicer makes a determination, consistent with the Servicing Standard, that such objection is not
in the best interests of all the Certificateholders, the Combined Uncertificated VRR Interest Owner and, if applicable, the related
Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders, the Combined Uncertificated VRR


 






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Interest
Owner and/or Serviced Companion Loan Holder(s), if applicable, constitute a single lender (and, in the case of a Serviced AB Loan
Combination, taking into account the subordinate nature of the related Subordinate Companion Loan(s))). The Special Servicer may,
from time to time, modify any Asset Status Report it has previously delivered and implement such report, provided such
report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.21(b). If the applicable
Directing Holder does not approve an Asset Status Report within 60 Business Days from the first submission thereof, the Special
Servicer shall take such action as directed by such Directing Holder, provided such action does not violate the Servicing
Standard (or, if such action would violate the Servicing Standard, the Special Servicer shall take such action as was reflected
in the most recent Asset Status Report prepared by the Special Servicer with respect to the subject Serviced Loan that is consistent
with the Servicing Standard and such Asset Status Report shall be deemed a Final Asset Status Report). Notwithstanding the foregoing,
if the Special Servicer determines that emergency action is necessary to protect the related Mortgaged Property or the interests
of the Certificateholders, the Combined Uncertificated VRR Interest Owner and any related Serviced Companion Loan Holder(s), or
if a failure to take any such action at such time would be inconsistent with the Servicing Standard, the Special Servicer may
take actions with respect to the related Mortgaged Property before the expiration of a 10 Business Day period if the Special Servicer
reasonably determines in accordance with the Servicing Standard that failure to take such actions before the expiration of a 10
Business Day period would materially and adversely affect the interest of the Certificateholders, the Combined Uncertificated
VRR Interest Owner and any related Serviced Companion Loan Holder(s) (if applicable) and the Special Servicer has made a reasonable
effort to contact the applicable Directing Holder (during the period that such Directing Holder has approval rights); provided
that the foregoing shall not relieve the Special Servicer of its duties to comply with the Servicing Standard. If the Special
Servicer acts or intends to act in accordance with either of the prior two sentences, then the Special Servicer shall act in accordance
with the most recent Asset Status Report provided by the Special Servicer with respect to the subject Serviced Loan that is consistent
with the Servicing Standard and such Asset Status Report shall be deemed a Final Asset Status Report. To the extent that the Special
Servicer received notice of an Excluded Controlling Class Mortgage Loan (in the form of Exhibit M-1C or M-1F), any
Asset Status Report or Excluded Information delivered with respect to an Excluded Controlling Class Mortgage Loan shall be labeled
by the Special Servicer with “Excluded Information” followed by the loan number and loan name.


 


The
Special Servicer shall consult on a non-binding basis with any applicable Consulting Party (other than any Risk Retention Consultation
Party) in connection with each Asset Status Report prior to finalizing and executing such Asset Status Report and any applicable
Consulting Party (other than any Risk Retention Consultation Party) shall be permitted to propose alternative courses of action
and provide other feedback within 10 Business Days of receipt of each Asset Status Report. The Special Servicer shall consider
any such proposals and other feedback from any such applicable Consulting Party and determine whether any changes to its proposed
Asset Status Report should be made, such determination being made in accordance with the Servicing Standard and the other terms
of this Agreement, but the Special Servicer will be under no obligation to revise such Asset Status Report based on the input
or comments of any applicable Consulting Party. In the event no applicable Consulting Party proposes alternative courses of action
within 10 Business Days after receipt of such Asset Status Report, the Special


 






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Servicer shall (subject to the approval rights
of any applicable Directing Holder) implement the Asset Status Report as proposed by the Special Servicer.


 


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 any applicable Consulting Party, but is under no obligation
to follow any particular recommendation of any applicable Consulting Party. From and after the Closing Date, the Controlling Class
Representative shall have no right to receive any Asset Status Report related to an Excluded Mortgage Loan or otherwise to consent
or object thereto under this Section 3.21(b) or consult with the Special Servicer with respect to any matter set forth
therein. Notwithstanding anything herein to the contrary, a Risk Retention Consultation Party shall have no right to receive any
Asset Status Report with respect to any related Excluded RRCP Mortgage Loan.


 


With
respect to a Servicing Shift Loan Combination that is a Serviced Outside Controlled Loan Combination, prior to the related Servicing
Shift Date, no request for approval of the Controlling Class Representative shall be made on any matter related to such Servicing
Shift Loan Combination, nor shall the Controlling Class Representative have the right to approve Asset Status Reports related
to such Servicing Shift Loan Combination, except that the Controlling Class Representative (prior to the occurrence and continuance
of a Consultation Termination Event and only if the related Servicing Shift Mortgage Loan is not an Excluded Mortgage Loan) may
exercise the consultation rights, if any, of the holder of the related Servicing Shift Mortgage Loan with respect to Asset Status
Reports, Major Decisions and any proposed sale of such Servicing Shift Mortgage Loan set forth in the applicable Co-Lender Agreement.
With respect to a Servicing Shift Loan Combination that is a Serviced Outside Controlled Loan Combination and any related REO
Property, prior to the related Servicing Shift Date, the Outside Controlling Note Holder with respect to such Servicing Shift
Loan Combination shall exercise all approval rights regarding any Asset Status Report in respect of such Servicing Shift Loan
Combination or REO Property set forth in the second paragraph of this Section 3.21(b) without regard to the occurrence
of any Control Termination Event or Consultation Termination Event. Notwithstanding the foregoing, after the occurrence and during
the continuance of a Control Termination Event, the Operating Advisor will be entitled to consult on a non-binding basis with
the Special Servicer and propose alternative courses of action and provide other feedback in respect of any Asset Status Report,
Major Decisions and any proposed sale of such Servicing Shift Mortgage Loan while it is serviced hereunder. 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 after the occurrence and during the continuance of a Control
Termination Event or the Controlling Class Representative after the occurrence and during the continuance of a Control Termination
Event but prior to the occurrence of a Consultation Termination Event, but is under no obligation to follow any particular recommendation
of the Operating Advisor or Controlling Class Representative.


 


(c)            
Subject to Section 3.21(b) of this Agreement, during the continuance of a Servicing Transfer Event, the Special Servicer
shall have the authority to meet with the related Mortgagors and take any actions consistent with the Servicing Standard and the
most recent Asset Status Report for the related Mortgage Loan.


 






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(d)           
Upon request of any Certificateholder (or any Certificate Owner, if applicable, which shall have provided the Certificate Administrator
with an Investor Certification), the Certificate Administrator shall mail, without charge, to the address specified in such request
a copy of the summary of the Final Asset Status Report for each Specially Serviced Loan; provided that an Excluded Controlling
Class Holder shall not be provided with any Final Asset Status Report (or copy thereof) or the summary of any Final Asset
Status Report (or copy thereof) with respect to any Excluded Controlling Class Mortgage Loan with respect to which such Excluded
Controlling Class Holder is a Borrower Party.


 


(e)            
Prior to the occurrence and continuance of a Control Termination Event (or, in the case of the 360 Rosemary Loan Combination,
a 360 Rosemary Operating Advisor Consultation Trigger Event), the Special Servicer shall deliver to the Operating Advisor only
each related Final Asset Status Report.


 


(f)            
With respect to any Asset Status Report provided to the Operating Advisor pursuant to this Section 3.21, the Special
Servicer shall make available to the Operating Advisor one or more Servicing Officers with relevant knowledge regarding the applicable
Mortgage Loan and such Asset Status Report in order to address reasonable questions that the Operating Advisor may have relating
to, among other things, such Asset Status Report and potential conflicts of interest and compensation with respect to such Asset
Status Report.


 


(g)           
Notwithstanding the foregoing, the Special Servicer shall not follow any advice, direction or consultation provided by a Directing
Holder or Consulting Party that would require or cause the Special Servicer to violate any applicable law, be inconsistent with
the Servicing Standard, require or cause the Special Servicer to violate provisions of this Agreement or the REMIC Provisions,
require or cause the Special Servicer to violate the terms of any Mortgage Loan or Serviced Loan Combination, any related Loan
Documents, any related Co-Lender Agreement or any intercreditor agreement, expose any Certificateholder, the Combined Uncertificated
VRR Interest Owner, the Trust Fund, any Mortgage Loan Seller (other than with respect to enforcing the rights and remedies against
such Mortgage Loan Seller pursuant to this Agreement or the related Mortgage Loan Purchase Agreement with respect to any Material
Defect) or any party to this Agreement or their respective Affiliates, officers, directors, employees or agents to any claim,
suit or liability, 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 a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions, materially expand the scope of any Special Servicer’s responsibilities under this Agreement
or any Co-Lender Agreement, or cause the Special Servicer to act, or fail to act, in a manner that in the reasonable judgment
of the Special Servicer is not in the best interests of the Certificateholders, the Combined Uncertificated VRR Interest Owner
and/or the Serviced Companion Loan Holders. In addition, the Special Servicer is under no obligation to act upon any recommendation
of the Operating Advisor.


 


(h)           
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


 






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funding of terrorist activities and money laundering (for the purposes of this clause (l),
“Applicable Laws”), the Special Servicer may be required to obtain, verify and record certain information relating
to individuals and entities which maintain a business relationship with the Special Servicer. Accordingly, each of the parties
hereto agrees to provide to the Special Servicer, upon its reasonable request, from time to time such identifying information
and documentation as may be readily available to such party in order to enable the Special Servicer to comply with Applicable
Laws; provided that the Special Servicer shall be responsible for all reasonable actual out-of-pocket expenses incurred by such
party in connection therewith.


 


Section 3.22          
Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping.


 


(a)            
Upon determining that any Serviced Loan has become a Specially Serviced Loan, the Master Servicer shall promptly give written
notice thereof to the Special Servicer, any related Serviced Companion Loan Holder (in the case of a Serviced Loan Combination),
the Operating Advisor, the Certificate Administrator, the Trustee, any applicable Directing Holder, any applicable Consulting
Party and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this
Agreement, the Rule 17g-5 Information Provider and shall promptly deliver a copy of the Servicing File to the Special Servicer
and concurrently provide a copy of such Servicing File to the Operating Advisor and shall use its reasonable efforts to provide
the Special Servicer with all information, documents (but excluding the original documents constituting the Mortgage File, but
including copies thereof) and records (including records stored electronically on computer tapes, magnetic discs and the like)
relating to such Serviced Loan and reasonably requested by the Special Servicer to enable it to assume its duties hereunder with
respect thereto without acting through a Sub-Servicer. The Master Servicer shall use its reasonable efforts to comply with the
preceding sentence within five (5) Business Days of the date such Serviced Loan became a Specially Serviced Loan and
in any event shall continue to act as Master Servicer and administrator of such Serviced Loan until the Special Servicer has commenced
the servicing of such Serviced Loan, which shall occur upon the receipt by the Special Servicer of the Servicing File. With respect
to each such Serviced Loan that becomes a Specially Serviced Loan, the Master Servicer shall instruct the related Mortgagor to
continue to remit all payments in respect of such Serviced Loan to the Master Servicer. The Master Servicer shall forward any
notices it would otherwise send to the Mortgagor of such a Specially Serviced Loan to the Special Servicer who shall send such
notice to the related Mortgagor.


 


Upon
determining that a Specially Serviced Loan has become a Corrected Loan, the Special Servicer shall promptly give written notice
thereof to the Master Servicer, the Trustee, the Operating Advisor, the Certificate Administrator, any related Serviced Companion
Loan Holder, the related Directing Holder (prior to the occurrence and continuance of a Consultation Termination Event with respect
to the related Mortgage Loan) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.12
of this Agreement, the Rule 17g-5 Information Provider and, upon giving such notice and the return of the Servicing File
to the Master Servicer, such Serviced Loan shall cease to be a Specially Serviced Loan in accordance with the first proviso of
the definition of Specially Serviced Loans, the Special Servicer’s


 






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obligation to service such Serviced Loan shall terminate
and the obligations of the Master Servicer to service and administer such Serviced Loan as a Serviced Loan that is not a Specially
Serviced Loan shall resume. In addition, if the related Mortgagor has been instructed, pursuant to the preceding paragraph, to
make payments to the Special Servicer, upon such determination, the Special Servicer shall instruct the related Mortgagor to remit
all payments in respect of such Specially Serviced Loan directly to the Master Servicer.


 


(b)           
In servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included
within the definition of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents
are in the possession of the Special Servicer) and copies of any additional related Serviced Loan information, including written
or electronic correspondence with the related Mortgagor, and the Special Servicer shall promptly provide copies of all of the
foregoing to the Master Servicer as well as copies of any analysis or internal review prepared by or for the benefit of the Special
Servicer.


 


(c)            
Notwithstanding the provisions of subsections (a) and (b) of this Section 3.22, the Master Servicer shall
maintain ongoing payment records with respect to each of the Specially Serviced Loans and, upon request, shall provide the Special
Servicer and the Operating Advisor with any information reasonably required by the Special Servicer or the Operating Advisor to
perform its duties under this Agreement to the extent such information is within the Master Servicer’s possession. Upon
request, the Special Servicer shall provide the Master Servicer and the Operating Advisor with any information reasonably required
by the Master Servicer or the Operating Advisor to perform its duties under this Agreement to the extent such information is within
the Special Servicer’s possession.


 


Section 3.23          
Interest Reserve Account. The Certificate Administrator shall establish and maintain the Interest Reserve Account in the
Certificate Administrator’s name, on behalf of the Trustee, for the benefit of the Certificateholders. The Interest Reserve
Account shall be established and maintained as a non-interest bearing Eligible Account. On each Master Servicer Remittance Date
occurring in January (except during a leap year) or February (commencing in 2023) (unless, in either such case, the related Distribution
Date is the final Distribution Date), the Master Servicer shall remit to the Certificate Administrator for deposit into the Interest
Reserve Account, in respect of all the Trust Loans that accrue interest on the basis of a 360-day year and the actual number of days
in the related month, an amount equal to one day’s interest at the related Net Mortgage Rate on the Stated Principal Balance
of each such Trust Loan as of the close of business on the Distribution Date in the month preceding the month in which such Master
Servicer Remittance Date occurs, to the extent a Monthly Payment or P&I Advance is made in respect thereof (all amounts so
deposited in any consecutive January (if applicable) and February, “Withheld Amounts”). On or prior to
the Master Servicer Remittance Date in March (or February if the final Distribution Date occurs in such month) of each calendar
year (commencing in 2023), the Certificate Administrator shall transfer (1) to the Lower-Tier REMIC Distribution Account the aggregate
of all Withheld Amounts with respect to the Mortgage Loans on deposit in the Interest Reserve Account, (2) to the 360 Rosemary
REMIC Distribution Account the aggregate of all Withheld Amounts with respect to the 360 Rosemary Trust Subordinate Companion
Loan on deposit in the Interest Reserve Account and (3) to the 111 River Street REMIC Distribution Account


 






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the aggregate of all
Withheld Amounts with respect to the 111 River Street Trust Subordinate Companion Loan on deposit in the Interest Reserve Account.


 


Section 3.24          
Modifications, Waivers, Amendments and Other Actions.


 


(a)            
(i) With respect to any Performing Serviced Loan, the Master Servicer (if the related modification, waiver or amendment (A) does
not constitute a Special Servicer Decision or Major Decision or (B) constitutes a Special Servicer Decision or Major Decision
and the Master Servicer is processing such modification, waiver or amendment subject to the consent of the Special Servicer as
provided in the immediately succeeding paragraph), or (ii) with respect to any Specially Serviced Loan or (if the related
modification, waiver or amendment constitutes a Special Servicer Decision or Major Decision unless the Master Servicer is processing
such modification, waiver or amendment as provided in the immediately succeeding paragraph) any Performing Serviced Loan, the
Special Servicer, in each case subject to any consent rights of any applicable Directing Holder and/or the consultation rights
of any applicable Consulting Party (to the extent any such Directing Holder or Consulting Party has consent or consultation rights,
as applicable, pursuant to Section 3.29, Section 6.09 or this Section 3.24, as applicable) and, to the extent
required in accordance with the related Co-Lender Agreement, any applicable consultation rights of any related Serviced Companion
Loan Holder (or its Companion Loan Holder Representative), may modify, waive or amend any term of any Serviced Loan if such modification,
waiver or amendment (A) is consistent with the Servicing Standard and (B) would not constitute a “significant
modification” of such Serviced Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise (1) 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 subpart E,
part I of subchapter J of the Code for federal income tax purposes or (2) result in the imposition of a tax upon
any Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in
Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but not including
the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer and the Special
Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the immediately preceding
sentence.


 


In
addition, with respect to Performing Serviced Loans, to the extent any modification, waiver, amendment or other action constitutes
(i) a Major Decision or (ii) a Special Servicer Decision, the Master Servicer (if (x) the Master Servicer and the Special Servicer
have mutually agreed that the Master Servicer shall process such modification, waiver, amendment or other action or (y) such modification,
waiver, amendment or other action constitutes a Special Servicer Decision described in clause (b), clause (c) or subclause (i)
or (ii) of clause (e) of the definition of “Special Servicer Decision”) shall obtain the consent of the Special
Servicer, and, in each case, to the extent any modification, waiver, amendment or other action constitutes a Major Decision, the
Special Servicer shall obtain the consent of any applicable Directing Holder in accordance with Section 6.09(a) of
this Agreement, and shall consult with any applicable Consulting Party (to the extent required pursuant to any related Co-Lender
Agreement or pursuant to Section 3.21, Section 3.29, Section 6.09 or this Section 3.24, as applicable).
With respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision


 






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with regard to
any Serviced Loan, the Special Servicer shall also obtain the consent of any applicable Directing Holder in accordance with Section 6.09(a)
of this Agreement and shall consult with any applicable Consulting Parties (to the extent required pursuant to any related
Co-Lender Agreement or pursuant to Section 3.21, Section 3.29, Section 6.09 or this Section 3.24).


 


No
modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any action to enforce rights with
respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special
Servicer or the Master Servicer, as applicable, shall be permitted without the prior written consent of the Special Servicer or
the Master Servicer, as applicable.


 


The
Special Servicer shall process any modification, waiver, amendment or other action that constitutes a Major Decision or Special
Servicer Decision with respect to: (a) any Specially Serviced Loan; and (b) any Performing Serviced Loan unless the Special Servicer
and the Master Servicer have mutually agreed that the Master Servicer shall process such Major Decision or Special Servicer Decision
with respect to such Performing Serviced Loan (provided that, the Master Servicer shall, without the need for any such mutual
agreement, process any Special Servicer Decision described in clause (b), clause (c) or subclause (i) or (ii) of
clause (e) of the definition of “Special Servicer Decision”) subject, in each case, to the consent of the Special
Servicer as set forth below.


 


With
respect to Performing Serviced Loans, the Master Servicer, prior to taking (or making a determination not to take) any action
with respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision or a Special Servicer
Decision, shall refer the request to the Special Servicer, and the Special Servicer shall process the request directly or, if
mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer shall process such request (provided that,
the Master Servicer shall, without the need for any such mutual agreement, process any Special Servicer Decision described in
clause (b), clause (c) or subclause (i) or (ii) of clause (e) of the definition of “Special Servicer
Decision” with respect to any Performing Serviced Loan) subject to the consent of the Special Servicer as set forth below.


 


When
the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent or other action
that is a Major Decision or a Special Servicer Decision with respect to a Performing Serviced Loan (i.e., when (1) the Master
Servicer and Special Servicer have mutually agreed that the Master Servicer shall process such modification, waiver or amendment
with respect to a Performing Serviced Loan or (2) the Master Servicer is processing any Special Servicer Decision described in
clause (b), clause (c) or subclause (i) or (ii) of clause (e) of the definition of “Special Servicer
Decision” with respect to any Performing Serviced Loan, in each case, as set forth in the preceding paragraphs), the Master
Servicer shall, in a manner consistent with the Servicing Standard, provide the Special Servicer with written notice of any request
for such modification, waiver, amendment, consent or other action, accompanied by the Master Servicer’s written recommendation
and analysis and any and all information in the Master Servicer’s possession or reasonably available to it that the Special
Servicer or, with respect to a Major Decision, the related Directing Holder may reasonably request in order to withhold or grant
its consent, and in all cases the Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case
if applicable, the consultation rights of any applicable Consulting Parties


 






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(to the extent required pursuant to any related Co-Lender
Agreement or pursuant to Section 3.21, Section 3.29, Section 6.09 or this Section 3.24), the consent
rights of the applicable Directing Holder (to the extent required pursuant to any related Co-Lender Agreement or pursuant to Section
6.09 or this Section 3.24) and/or the consultation rights of any related Serviced Companion Loan Holder or its Companion
Loan Holder Representative) to approve or disapprove such modification, waiver, amendment, consent or other action. The Special
Servicer shall have 15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related
Co-Lender Agreement, but in no event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for
review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect
to an Acceptable Insurance Default), from the date that the Special Servicer receives the Master Servicer’s written analysis
and recommendation and any supporting information it requested from the Master Servicer, to analyze and approve such modification,
waiver, amendment, consent or other action and, prior to the end of such 15 Business Day period or such longer period if required
by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default), as applicable, the Special
Servicer shall notify any applicable Directing Holder of such request for approval of each such modification, waiver, amendment,
consent or other action that constitutes a Major Decision and provide its written analysis and recommendation (or, in the case
of any action that constitutes a Major Decision, the Major Decision Reporting Package) with respect thereto. Following such notice,
the applicable Directing Holder shall have 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default,
20 days) from the date it receives from the Special Servicer the recommendation and analysis of the Master Servicer or the
Special Servicer (or, in the case of any action that constitutes a Major Decision, the related Major Decision Reporting Package),
as applicable, and any other information it may reasonably request (or, with respect to a Serviced Loan Combination, such longer
time period as may be provided in the related Co-Lender Agreement) to approve any recommendation of the Special Servicer or the
Master Servicer relating to any such request for approval of modification, waiver, amendment, consent or other action that constitutes
a Major Decision. In any such event, if the applicable Directing Holder does not respond to a request for approval by 5:00 p.m.
on the 10th Business Day (or, with respect to a Serviced Loan Combination, such longer time period as may be provided in the related
Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation and analysis (or, in the case
of any action that constitutes a Major Decision, the related Major Decision Reporting Package) and other requested information
as set forth in the preceding sentence, the Special Servicer or the Master Servicer, as applicable, may deem its recommendation
approved by the applicable Directing Holder, and if the Special Servicer does not respond to a request for approval within the
required 15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender
Agreement, but in no event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by
any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) or 60 days (with respect to an Acceptable
Insurance Default), as applicable, the Master Servicer may deem its recommendation approved by the Special Servicer.


 


With
respect to any Performing Serviced Loan, the Master Servicer, without the consent or consultation of the Special Servicer, any
applicable Consulting Parties and/or any applicable Directing Holder, shall process and determine whether to consent to or approve
any request by the related Mortgagor with respect to any action that is not (1) a Major Decision, (2) a


 






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Special Servicer Decision
or (3) an action with respect to which the Special Servicer’s consent is required pursuant to Section 3.09
of this Agreement.


 


(b)           
All modifications, waivers or amendments of any Serviced Loan shall be in writing and shall be effected in a manner consistent
with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing
the related modification, waiver or amendment pursuant to Section 3.24(a)), shall notify in writing the other such
party, the Trustee, the Certificate Administrator, the Depositor, any related Serviced Companion Loan Holder, any applicable Directing
Holder, any applicable Consulting Parties and, for posting to the Rule 17g-5 Information Provider’s Website pursuant
to Section 12.12 of this Agreement, the Rule 17g-5 Information Provider, in writing, of any modification, waiver
or amendment of any term of any Serviced Loan and the date thereof, and shall deliver a copy to the Trustee, any related Serviced
Companion Loan Holder (which, in the case of a Serviced Companion Loan that has been included in an Other Securitization Trust,
shall be deemed to be the related master servicer under the related Other Pooling and Servicing Agreement, unless the notifying
party has received written notice otherwise), any applicable Directing Holder and any applicable Consulting Parties, and the original
to the Certificate Administrator (or any Custodian appointed by it) of the recorded agreement relating to such modification, waiver
or amendment within 15 Business Days following the execution and recordation thereof. For the avoidance of doubt, the requirement
with respect to the delivery of assumption or substitution agreements shall be governed by Section 3.09.


 


(c)            
Subject to Section 3.30 of this Agreement, any modification of any Loan Documents that requires obtaining a Rating
Agency Confirmation pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement
of obtaining a Rating Agency Confirmation in such Loan Documents, shall not be made without obtaining a Rating Agency Confirmation.
The Rating Agency Confirmation shall be obtained at the related Mortgagor’s expense in accordance with the related Loan
Agreement or, if not so provided in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund.


 


(d)           
Promptly after any Mortgage Loan, Trust Subordinate Companion Loan or Serviced Loan Combination becomes a Specially Serviced Loan,
the Special Servicer shall request from the Certificate Administrator the name of the current Controlling Class Representative
(or, in the case of each of the 360 Rosemary Loan Combination and the 111 River Street Loan Combination, so long as no Control
Appraisal Period exists with respect to such Loan Combination, the current Loan-Specific Controlling Class Representative, as
applicable) and, if applicable, shall request from the Master Servicer the name of the current related Serviced Companion Loan
Holder(s). Upon receipt of the name of any such current Controlling Class Representative (or, if applicable, such current
Loan-Specific Controlling Class Representative) from the Certificate Administrator, the Special Servicer shall notify such Controlling
Class Representative (or, if applicable, such current Loan-Specific Controlling Class Representative) that such Trust Loan
became a Specially Serviced Loan. Upon receipt of the name of such current related Serviced Companion Loan Holder(s) from the
Master Servicer, the Special Servicer shall notify the related Serviced Companion Loan Holder(s) that the related Serviced Loan
Combination became


 






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a Specially Serviced Loan. The Certificate Administrator shall be responsible for providing the name of the
current Controlling Class Representative or a current Loan-Specific Controlling Class Representative only to the extent the
Controlling Class Representative or such Loan-Specific Controlling Class Representative, as applicable, has identified itself
as such to the Certificate Administrator; provided that (i) if the Controlling Class Representative is determined
pursuant to the proviso in the definition of “Controlling Class Representative”, then (A) the Certificate
Administrator shall determine which Class is the Controlling Class and (B) the Special Servicer shall request from
the Certificate Administrator, and the Certificate Administrator shall request from the Depository at the expense of the Trust,
the list of Beneficial Holders of the Controlling Class, and the Certificate Administrator shall provide such list to the Special
Servicer and the Master Servicer at the expense of the Trust Fund; (ii) if the 360 Rosemary Controlling Class Representative
is determined pursuant to the proviso in the definition of “360 Rosemary Controlling Class Representative”, then
(A) the Certificate Administrator shall determine which Class is the 360 Rosemary Controlling Class and (B) the
Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator shall request from the Depository
at the expense of the Trust, the list of Beneficial Holders of the 360 Rosemary Controlling Class, and the Certificate Administrator
shall provide such list to the Special Servicer and the Master Servicer at the expense of the Trust Fund; and (iii) if the 111
River Street Controlling Class Representative is determined pursuant to the proviso in the definition of “111 River
Street Controlling Class Representative”, then (A) the Certificate Administrator shall determine which Class is
the 111 River Street Controlling Class and (B) the Special Servicer shall request from the Certificate Administrator,
and the Certificate Administrator shall request from the Depository at the expense of the Trust, the list of Beneficial Holders
of the 111 River Street Controlling Class, and the Certificate Administrator shall provide such list to the Special Servicer and
the Master Servicer at the expense of the Trust Fund.


 


(e)            
Neither the Master Servicer nor the Special Servicer shall enter into, or structure (including, without limitation, by way of
the application of credits, discounts, forgiveness or otherwise), any modification, waiver, amendment, work-out, consent or approval
with respect to any Serviced Loan or Serviced Loan Combination in a manner that would have the effect of placing amounts payable
as compensation, or otherwise directly or indirectly reimbursable, to the Master Servicer or the Special Servicer in a higher
priority than that which is set forth in Sections 1.02(d), 1.02(e), 1.02(g) and/or 1.02(h) hereof
or in the related Co-Lender Agreement.


 


(f)            
The Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification,
extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms
of the instruments evidencing or securing the related Mortgage Loan or Serviced Loan Combination and, further, pursuant to the
terms of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional
services performed in connection with such request and any related costs and expenses incurred by it; provided that the
charging of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


 






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(g)         Notwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to:


 


(i)          extend the Maturity Date of a Serviced Loan (other than a Trust Subordinate Companion Loan) beyond a date that is 5 years prior
to the Rated Final Distribution Date of the rated Pooled Certificates, or extend the maturity date of a Trust Subordinate Companion
Loan beyond a date that is 7 years prior to the applicable Rated Final Distribution Date of the rated related Loan-Specific Certificates;
or


 


(ii)         if the Serviced Loan is secured by a ground lease, extend the Maturity Date of such Serviced Loan beyond a date which is 20 years
or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease,
10 years prior to the end of the current term of such ground lease, plus any options to extend exercisable unilaterally by
the related Mortgagor.


 


(h)         In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related
Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent
domain or condemnation, if the related Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate
(or require the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) 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 Serviced Mortgage Loan,
then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern
value, if any. In connection with approving any such release or taking, the Master Servicer or Special Servicer, as applicable,
shall calculate the loan-to-value ratio in a manner consistent with the prior sentence, and if such calculation is greater than
125%, the Master Servicer or Special Servicer, as applicable, will require a payment of principal in an amount equal to or greater
than a “qualified amount” as determined under Revenue Procedure 2010-30 or successor provisions unless the related
Mortgagor provides an Opinion of Counsel that if such amount is not paid the related Mortgage Loan will not fail to be a Qualified
Mortgage.


 


(i)           
If and to the extent that the Trust, as holder of an Outside Serviced Mortgage Loan, is entitled to exercise any consent and/or
consultation rights with respect to modifications, waivers and amendments or certain other major decisions under the applicable
Outside Servicing Agreement, (a) any such consent rights shall be exercised by the Controlling Class Representative (unless
a Control Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or by the Special Servicer
(if a Control Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan), in each case in accordance
with Section 3.01(i), and (b) any such consultation rights shall be exercised by the Controlling Class Representative
(unless a Consultation Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or by the
Special Servicer (if a Consultation Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan),
in each


 






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case
in accordance with Section 3.01(i). The Master Servicer shall only be obligated to forward any requests received from
the related Outside Servicer or the related Outside Special Servicer, as applicable, for such consent and/or consultation to the
Special Servicer (who shall forward any such request to the Controlling Class Representative except if a Control Termination
Event or Consultation Termination Event, as applicable, has occurred and is continuing or if such Outside Serviced Mortgage Loan
is an Excluded Mortgage Loan and, following the occurrence and during the continuance of a Control Termination Event, to the Operating
Advisor), and the Master Servicer shall have no right or obligation to exercise any such consent or consultation rights.


 


Section 3.25          
Additional Obligations With Respect to Certain Mortgage Loans.


 


(a)            
With respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) with a Stated Principal Balance in excess of
$35,000,000, in connection with any replacement of the Manager for the related Mortgaged Property, the Master Servicer or Special
Servicer, as applicable, to the extent permitted by the related Loan Documents, shall require a Rating Agency Confirmation and
shall condition its consent to such replacement on the Mortgagor paying for such Rating Agency Confirmation.


 


(b)           
With respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan), if any mezzanine loan is directly or indirectly
secured by any equity interest of the related Mortgagor, the Master Servicer (if (i) the related Mortgage Loan is a Performing
Serviced Loan and (ii) the performance of the particular obligation would not constitute a Special Servicer Decision or a Major
Decision) or the Special Servicer (if (i) the related Mortgage Loan is a Specially Serviced Loan or (ii) the performance
of the particular obligation would constitute a Special Servicer Decision or a Major Decision) shall perform the obligations of
the Trust, as holder of the related Mortgage Loan, or its servicer or agent under the related mezzanine loan intercreditor agreement.


 


Section 3.26          
Certain Matters Relating to the Outside Serviced Mortgage Loans.


 


(a)            
With respect to each Outside Serviced Mortgage Loan, in the event that any of the related Outside Trustee, the related Outside
Servicer or the related Outside Special Servicer shall be replaced in accordance with the terms of the applicable Outside Servicing
Agreement, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the related Outside
Trustee, the related Outside Servicer or the related Outside Special Servicer, as the case may be, in each case with reasonable
promptness following request therefor by a party to the applicable Outside Servicing Agreement. In addition to the foregoing,
with respect to each Servicing Shift Loan Combination, after the related Servicing Shift Date the related Mortgage Loan shall
be an Outside Serviced Mortgage Loan, and the rights, duties and obligations of the Trust and the parties to this Agreement shall
be as set forth herein with respect to Outside Serviced Mortgage Loans.


 


(b)           
With respect to each Servicing Shift Loan Combination, prior to the related Servicing Shift Date, the Custodian shall hold the
Mortgage File with respect to such Servicing Shift Loan Combination. Following the related Servicing Shift Date and upon


 






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the transfer
of servicing of the related Servicing Shift Mortgage Loan to the related Outside Servicing Agreement in accordance with the related
Co-Lender Agreement, (i) the Certificate Administrator shall transfer (or cause any Custodian appointed by it to transfer) the
Mortgage File (other than the Note(s) evidencing the related Servicing Shift Mortgage Loan and corresponding allonges, the originals
of which shall be retained by the Custodian) for such Servicing Shift Loan Combination to the related Outside Trustee (provided
that the Custodian shall retain a photocopy of the Mortgage File) in accordance with the provisions and conditions set forth in
clause (B) of the second paragraph of Section 2.01(c) and (ii) the Master Servicer shall, upon written request,
if the Master Servicer is not the related Outside Servicer, transfer the Servicing File, any original letter of credit and any
escrows or reserve funds held for such Servicing Shift Loan Combination to the related Outside Servicer.


 


Section 3.27          
Additional Matters Regarding Advance Reimbursement.


 


(a)            
Upon the determination that a previously made Advance (other than a P&I Advance on a Trust Subordinate Companion Loan) 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, the Master Servicer, the Special Servicer or the
Trustee, 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 3.06(a)(ii)(B) of this Agreement immediately, may elect to defer
reimbursement for some or all such portion of the Nonrecoverable Advance during the one-month Collection Period ending on the
then-current Determination Date, for successive one-month periods for a total not to exceed 12 months; provided that
any deferral in excess of 6 months shall be subject to the consent of the applicable Directing Holder; and provided further that,
if it is an applicable Consulting Party, the Controlling Class Representative must be consulted with. If the Master Servicer,
the Special Servicer or the Trustee makes such an election in its sole discretion to defer reimbursement with respect to all or
a portion of a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest
thereon) or portion thereof shall continue to be fully reimbursable in the subsequent Collection Period (subject, again, to the
same sole discretion option to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall
again be reimbursable pursuant to Section 3.06(a)(ii)(B) of this Agreement). In connection with a potential election
by the Master Servicer, the Special Servicer or the Trustee to defer reimbursement of a particular Nonrecoverable Advance or portion
thereof during the one-month Collection Period ending on the related Determination Date for any Distribution Date, the Master
Servicer, the Special Servicer or the Trustee shall further be authorized to wait for principal collections to be received before
making its determination of whether to defer reimbursement of a particular Nonrecoverable Advance or portion thereof) until
the end of such Collection Period; provided, however, if, at any time the Master Servicer, the Special Servicer
or the Trustee, as applicable, determines that the reimbursement of a Nonrecoverable Advance during any Collection Period will
exceed the full amount of the principal portion of general collections deposited in the Collection Account for the related Distribution
Date, then the Master Servicer, the Special Servicer or the Trustee, as applicable, shall, through a posting to the Rule 17g-5
Information Provider’s Website


 






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pursuant to Section 12.12 of this Agreement, give the Rating Agencies at least
15 days’ notice prior to any reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account
allocable to interest on the Mortgage Loans unless (1) the Master Servicer, the Special Servicer or the Trustee, as applicable,
determines in its sole discretion that waiting 15 days after such a notice could jeopardize the Master Servicer’s,
the Special Servicer’s or the Trustee’s, as applicable, ability to recover such Nonrecoverable Advances, (2) changed
circumstances or new or different information becomes known to the Master Servicer, the Special Servicer or the Trustee, as applicable,
that could affect or cause a determination of whether any Advance is a Nonrecoverable Advance, whether to defer reimbursement
of a Nonrecoverable Advance or the determination in clause (1) above, or (3) the Master Servicer or the Special Servicer,
as applicable, has not timely received from the Trustee information requested by the Master Servicer or the Special Servicer,
as applicable, to consider in determining whether to defer reimbursement of a Nonrecoverable Advance; provided that, if
clause (1), (2) or (3) apply, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall, through a posting
to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.12 of this Agreement, give Rating
Agencies notice of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable
to interest on the Mortgage Loans as soon as reasonably practicable in such circumstances. Subject to Section 12.12
of this Agreement, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall have no liability for any loss,
liability or expense resulting from any notice provided to Rating Agencies contemplated by the immediately preceding sentence.
Any election by the Master Servicer, the Special Servicer or the Trustee to defer reimbursing itself for any Nonrecoverable Advance
(together with interest thereon) or portion thereof with respect to any Collection Period shall not be construed to impose on
the other such parties any obligation to make such an election (or any entitlement in favor of any Certificateholder, any Uncertificated
Interest Owner or any other Person to such an election) with respect to any subsequent Collection Period or to constitute a waiver
or limitation on the right of the Master Servicer, the Special Servicer or the Trustee to otherwise be reimbursed for such Nonrecoverable
Advance immediately (together with interest thereon). Any such election by the Master Servicer, the Special Servicer or the Trustee
shall not be construed to impose any duty on any other such party to make such an election (or any entitlement in favor of any
Certificateholder, any Uncertificated Interest Owner or any other Person to such an election). Any such election by any such party
to defer 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 on such Nonrecoverable Advance for the period prior to the
actual reimbursement of such Nonrecoverable Advance. None of the Master Servicer, the Special Servicer, the Trustee or the other
parties to this Agreement will have any liability to one another or to any of the Certificateholders or any Uncertificated Interest
Owner for any such election that such party makes to defer or not to defer reimbursing itself as contemplated by this paragraph
or for any losses, damages or other adverse economic or other effects that may arise from such an election nor will such election
constitute a violation of the Servicing Standard or any duty under this Agreement. The Master Servicer’s, the Special Servicer’s
or the Trustee’s, as applicable, election, if any, to defer reimbursement of such Nonrecoverable Advances as set forth above
is an accommodation to the Certificateholders and the Uncertificated Interest Owners and shall


 






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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 or
the the Uncertificated Interest Owners. Nothing herein shall give the Master Servicer, the Special Servicer or the Trustee the
right to defer reimbursement of a Nonrecoverable Advance if there are principal collections then available in the Collection Account
pursuant to Section 3.06 of this Agreement or to defer reimbursement of a Nonrecoverable Advance for an aggregate
period exceeding 12 months.


 


(b)           
If the Master Servicer is required to make a Property Advance, but does not do so within 15 days after the Property Advance
is required to be made, then the Trustee will be required: (i) if a Responsible Officer of the Trustee has actual knowledge
of the failure, to give the Master Servicer notice of its failure; and (ii) if the failure continues for three more Business
Days, to make the Advance unless the Trustee determines such advance to be a Nonrecoverable Advance.


 


Section 3.28          
Serviced Companion Loan Intercreditor Matters.


 


(a)            
If, pursuant to Section 2.03, Section 3.17 or Section 9.01 of this Agreement, any Mortgage
Loan that relates to a Serviced Loan Combination is purchased from, repurchased from or substituted out of, the Trust Fund, the
subsequent holder thereof shall be bound by the terms of the related Co-Lender Agreement and shall assume the rights and obligations
of the holder of the Note that represents the related Mortgage Loan under such Co-Lender Agreement. Subject to the provisions
of the related Co-Lender Agreement regarding servicing and custodial responsibilities: (i) all portions of the related Mortgage
File and (to the extent provided under the related Mortgage Loan Purchase Agreement) other documents pertaining to such Mortgage
Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of such Mortgage Loan in its capacity
as the holder of the Note that represents the related Mortgage Loan (as a result of such purchase, repurchase or substitution)
and (except for the actual Note) on behalf of the holder of the Note(s) that represents the Serviced Companion Loan(s); (ii) thereafter,
such Mortgage File shall be held by the holder of the Note that represents the related Mortgage Loan or a custodian appointed
thereby for the benefit thereof, on behalf of itself and the holder of the related Serviced Companion Loan(s) as their interests
appear under the related Co-Lender Agreement; and (iii) if the related Servicing File is not already in the possession of such
party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement
for the Serviced Loan Combinations.


 


(b)           
With respect to each Serviced Companion Loan, notwithstanding any rights the Operating Advisor or the Controlling Class Representative
hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Serviced Companion
Loan, to the extent the related Co-Lender Agreement provides that such right is exercisable by the related Serviced Companion
Loan Holder or its Companion Loan Holder Representative or is exercisable in conjunction with any related Serviced Companion Loan
Holder, then (i) neither the Operating Advisor nor the Controlling Class Representative shall be permitted to exercise
such right or (ii) to the extent provided in the related Co-Lender Agreement, the Operating Advisor or the Controlling Class Representative,
as applicable, shall be required to exercise such right in conjunction


 






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with any related Serviced Companion Loan Holder or its
Companion Loan Holder Representative, as applicable. Additionally, notwithstanding anything in this Agreement to the contrary,
the Master Servicer or Special Servicer, as applicable, shall consult with, seek the approval of, or obtain the consent of the
holder of any Serviced Companion Loan or its Companion Loan Holder Representative with respect to any matters with respect to
the servicing of such Serviced Companion Loan to the extent required under related Co-Lender Agreement and shall not take such
actions requiring consent of or consultation with the Serviced Companion Loan Holder or its Companion Loan Holder Representative
without such consent or consultation. In addition, notwithstanding anything to the contrary, the Master Servicer or Special Servicer,
as applicable, shall deliver reports and notices to the Serviced Companion Loan Holder or its Companion Loan Holder Representative
(or the master servicer or special servicer for the related Other Securitization Trust on behalf of the Serviced Companion Loan
Holder) as required under the Co-Lender Agreement.


 


(c)        
With respect to each Serviced Loan Combination, the Master Servicer shall prepare, or cause to be prepared, on an ongoing basis
a statement setting forth, to the extent applicable to such Serviced Loan Combination:


 


(i)            
(A) the amount of the distribution from the related Loan Combination Custodial Account allocable to principal and (B) separately
identifying the amount of scheduled principal payments, balloon payments, principal prepayments made at the option of the Mortgagor
or other principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein
and information on distributions made with respect to the related Serviced Loan Combination;


 


(ii)           
the amount of the distribution from the related Loan Combination Custodial Account allocable to interest and the amount of Default
Interest allocable to the related Serviced Loan Combination;


 


(iii)          
the amount of the distribution to the related Serviced Companion Loan Holder, separately identifying the non-default interest,
principal and other amounts included therein, and if the distribution to a Serviced Companion Loan Holder is less than the full
amount that would be distributable to such Serviced Companion Loan Holder if there were sufficient amounts available therefor,
the amount of the shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any,
under the related Serviced Loan Combination;


 


(iv)          
the principal balance of each of the related Serviced Loan Combination and related Serviced Companion Loan after giving effect
to the distribution of principal on the most recent Distribution Date; and


 


(v)    
       the amount of the servicing fees paid to the Master Servicer and the Special Servicer
with respect to the most recent Distribution Date, showing separately the Servicing Fee, the Special Servicing Fee, the
Workout Fee and the Liquidation Fee.


 






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Not
later than each Distribution Date, the Master Servicer shall make the foregoing statement available to the Serviced Companion
Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf) by electronic
means (which may include posting such information pursuant to the applicable CREFC® reports on the Master Servicer’s
website) and by such other means of delivery as required under the related Co-Lender Agreement.


 


(d)           
If any Serviced Companion Loan becomes the subject of an Other PSA Asset Review pursuant to the related Other Pooling and Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall reasonably cooperate
(and the Certificate Administrator shall cause any Custodian appointed by it to reasonably cooperate) with the related Other Asset
Representations Reviewer in connection with such Other PSA Asset Review by providing the related Other Asset Representations Reviewer
with any documents reasonably requested by the related Other Asset Representations Reviewer, but only to the extent that (i) the
Other Asset Representations Reviewer has not been able to obtain such documents from the related Mortgage Loan Seller and (ii)
such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
or any Custodian appointed by the Certificate Administrator, as the case may be. For the avoidance of doubt, none of the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian shall have other obligations with
respect to any such Other PSA Asset Review nor shall any such party be bound by the results of any such asset review.


 


(e)            
With respect to any Other Pooling and Servicing Agreement that satisfies Regulation RR in whole or in part through the purchase
by a third party purchaser of an eligible horizontal residual interest pursuant to Rule 7 of Regulation RR (a “Regulation
RR Other PSA”), at any time that the Special Servicer has received written notice of such Regulation RR Other PSA and
that an Other Operating Advisor Consultation Trigger Event has occurred under such Regulation RR Other PSA because such eligible
horizontal residual interest has been reduced as set forth under Rule 7(b)(6)(iv) of Regulation RR, the Special Servicer
shall consult with the related Other Operating Advisor under such Other Pooling and Servicing Agreement with respect to any decisions
that are Major Decisions with respect to the related Serviced Companion Loan. Such consultation shall be on a non-binding basis
and shall be performed in accordance with the same process for consultations between the Special Servicer and Operating Advisor
with respect to Major Decisions under this Agreement.


 


(f)            
With respect to each Serviced AB Loan Combination with respect to which the holder of any related Serviced Subordinate Companion
Loan is entitled under the related Co-Lender Agreement to avoid its applicable “control appraisal period” (or analogous
concept) by posting cash or letter of credit as collateral (a “Threshold Event Collateral”), the Special Servicer
shall administer any such Threshold Event Collateral in accordance with the terms of the related Co-Lender Agreement. Any Threshold
Event Collateral posted by a Serviced Subordinate Companion Loan Holder shall be held in an outside reserve fund which shall not
be an asset of any Trust 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). Upon a Final Recovery


 






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Determination with respect
to any such Serviced AB Loan Combination, the Special Servicer shall transfer any related Threshold Event Collateral held in the
form of cash (or, if the related Threshold Event Collateral is a letter of credit, the proceeds of such Threshold Event Collateral)
to the related Loan Combination Custodial Account, which such transferred amount shall be treated as Liquidation Proceeds and
applied in accordance with the terms of the related Co-Lender Agreement and Section 3.06A of this Agreement.


 


(g)           
The Master Servicer shall maintain a register (the “Serviced Companion Loan Holder Register”) with respect
to each Serviced Companion Loan on which the Master Servicer shall record the names and addresses of, and wire transfer instructions
for, the Serviced Companion Loan Holders from time to time, to the extent such information is provided in writing to the Master
Servicer by a Serviced Companion Loan Holder. The name and address of each initial Serviced Companion Loan Holder as of the Closing
Date is set forth on Exhibit NN hereto. The Master Servicer shall be entitled to conclusively rely upon the information
delivered by any Serviced Companion Loan Holder until it receives notice of transfer or of any change in information.


 


In
the event that a Serviced Companion Loan Holder transfers the related Serviced Companion Loan without notice to the Master Servicer,
the Master Servicer shall have no liability whatsoever for any misdirected payment on such Serviced Companion Loan and shall have
no obligation to recover and redirect such payment.


 


The
Master Servicer shall promptly provide the names and addresses of any Serviced Companion Loan Holder to any party hereto, any
related Companion Loan Note Holder or any successor thereto upon written request, and any such Person may, without further investigation,
conclusively rely upon such information. The Master Servicer shall have no liability to any Person for the provision of any such
names and addresses.


 


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


Section 3.29          
Appointment and Duties of the Operating Advisor.


 


(a)            
Park Bridge Lender Services LLC is hereby appointed to serve as the initial Operating Advisor. The Operating Advisor shall at
all times be an Eligible Operating Advisor. The Operating Advisor shall at all times act in accordance with the Operating Advisor
Standard in fulfilling its responsibilities and obligations under this Agreement.


 


(b)           
After the occurrence and during the continuance of a Control Termination Event (or, in the case of the 360 Rosemary Loan Combination,
at any time), the Operating Advisor, as an independent contractor, shall review the Special Servicer’s actions and decisions
in respect of Specially Serviced Loans and, solely in connection with Major Decisions as to which the Operating Advisor has consultation
rights following the occurrence and during the continuance of a Control Termination Event (or, in the case of the 360 Rosemary
Loan Combination, a 360 Rosemary Operating Advisor Consultation


 






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Trigger Event), Performing Serviced Loans (in light of the Servicing
Standard and the requirements of this Agreement), consult with the Special Servicer regarding the Major Decisions and Asset Status
Reports as contemplated by Section 3.29(h) and perform each other obligation of the Operating Advisor as set forth
in this Agreement, in each such case solely on behalf of the Trust Fund and in the best interest of, and for the benefit of, the
Certificateholders and the Uncertificated Interest Owners (as a collective whole), and not any particular Class of Certificateholders
or any particular Uncertificated Interest Owner, 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 Mortgagors, any Sponsor, any Mortgage Loan Seller, the Depositor, the Master Servicer,
the Special Servicer, the Asset Representations Reviewer, the Directing Holder, any Risk Retention Consultation Party or any of
their respective Affiliates (the “Operating Advisor Standard”). The Operating Advisor shall act solely as a
contracting party to the extent set forth in this Agreement and shall not owe any fiduciary duty to any party to this Agreement
or any other Person in connection with this Agreement. The Operating Advisor’s duties shall be limited to its specific obligations
under this Agreement, and the Operating Advisor shall have no duty or liability to any particular Class of Certificates or any
Uncertificated Interest or any Certificateholder or any Uncertificated Interest Owner. The Operating Advisor is not a servicer
or a sub-servicer and will not be charged with changing the outcome on any particular Specially Serviced Loan or with respect
to any Major Decision on which it consults for a Performing Serviced Loan. Each Uncertificated Interest Owner and, by its acceptance
of a Certificate, each Certificateholder acknowledges and agrees that there could be multiple strategies to resolve any Specially
Serviced Loan and a variety of actions or decisions made with respect to any Major Decision and that the goal of the Operating
Advisor’s participation is to provide additional input relating to the Special Servicer’s compliance with the Servicing
Standard in making its determinations as to which strategy to execute. The Operating Advisor shall not owe any fiduciary duty
to the Master Servicer, the Special Servicer or any other Person in connection with this Agreement.


 


(c)            
The Operating Advisor shall promptly review (i) all information available to Privileged Persons on the Certificate Administrator’s
Website with respect to the Special Servicer, assets on the CREFC® Servicer Watch List, Specially Serviced Loans
and, if a Control Termination Event exists (or, in the case of the 360 Rosemary Loan Combination, a 360 Rosemary Operating Advisor
Consultation Trigger Event exists), Major Decisions on Performing Serviced Loans, (ii) each Final Asset Status Report delivered
by the Special Servicer to the Operating Advisor, (iii) if a Control Termination Event exists (or, in the case of the 360 Rosemary
Loan Combination, a 360 Rosemary Operating Advisor Consultation Trigger Event exists), each other Asset Status Report delivered
by the Special Servicer to the Operating Advisor, (iv) each Major Decision Reporting Package delivered by the Special Servicer
to the Operating Advisor pursuant to Section 6.09(a) (A) in connection with the Operating Advisor’s consultation
rights with respect to the subject Major Decision regarding each Serviced Loan if a Control Termination Event exists (or, in the
case of the 360 Rosemary Loan Combination, a 360 Rosemary Operating Advisor Consultation Trigger Event exists), and (B) with respect
to the subject Major Decision regarding each Specially Serviced Loan when a Control Termination Event (or, in the case of the
360 Rosemary Loan Combination, a 360 Rosemary Operating Advisor Consultation


 






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Trigger Event) does not exist, after the Special
Servicer receives the Directing Holder’s approval or deemed approval of such Major Decision Reporting Package, and (v) if
specifically required to be delivered to the Operating Advisor under this Agreement, such other reports, documents, certificates
and other information prepared by the Special Servicer and received by the Operating Advisor, as relate to the actions and decisions
of the Special Servicer in respect of Specially Serviced Loans and, solely in connection with Major Decisions as to which the
Operating Advisor has consultation rights, Performing Serviced Loans. To the extent not otherwise deliverable by the Special Servicer
to the Operating Advisor hereunder or available to the Operating Advisor on the Certificate Administrator’s Website, the
Special Servicer shall: (i) concurrently deliver to the Operating Advisor any and all reports provided by the Special Servicer
to any of the other parties to this Agreement or to the Combined Uncertificated VRR Interest Owner or any Certificateholder or
Certificate Owner, in each case, to the extent that such reports relate to any Specially Serviced Loan or any Major Decision with
respect to which the Operating Advisor has consultation rights pursuant to Section 3.29(h) of this Agreement (provided,
that, for so long as a Control Termination Event does not exist, such reports shall exclude any Major Decision Reporting Package
that does not relate to a Specially Serviced Loan and any Asset Status Report that is not a Final Asset Status Report); and (ii)
grant the Operating Advisor adequate and timely access to information and reports prepared by or otherwise in the possession of
the Special Servicer necessary for the Operating Advisor to fulfill its duties under this Agreement.


 


(d)           
After the occurrence and during the continuance of a Control Termination Event, the Operating Advisor shall review the Special
Servicer’s actions and decisions in light of the Servicing Standard and the requirements of this Agreement, with respect
to the applicable Specially Serviced Loan(s) and, solely in connection with Major Decisions as to which the Operating Advisor
has consultation rights pursuant to Section 3.29(h) of this Agreement, the applicable Performing Serviced Loans.


 


(e)            
With respect to (i) any Serviced Loan other than the 360 Rosemary Loan Combination, following the occurrence and during the continuance
of a Control Termination Event, and (ii) the 360 Rosemary Loan Combination, in each case, based on the Operating Advisor’s
review of the following information (to the extent delivered to the Operating Advisor or made available to the Operating Advisor
on the Certificate Administrator’s Website): any annual compliance statement and any assessment of compliance delivered
to the Operating Advisor pursuant to Section 10.08 and Section 10.09 of this Agreement, as applicable;
any attestation report delivered to the Operating Advisor pursuant to Section 10.10 of this Agreement; any Major Decision
Reporting Package; any Final Asset Status Report and, during the continuance of a Control Termination Event (or, in the case of
the 360 Rosemary Loan Combination, a 360 Rosemary Operating Advisor Consultation Trigger Event), any other Asset Status Report;
any other reports made available to Privileged Persons on the Certificate Administrator’s Website during the prior calendar
year that the Operating Advisor is required to review pursuant to Section 3.29(c); and any other information (other
than any communications between the applicable Directing Holder, any Risk Retention Consultation Party or any Serviced Companion
Loan Holder (or its Companion Loan Holder Representative), as applicable, and the Special Servicer that would be Privileged Information)
prepared by the


 






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Special Servicer and delivered to the Operating Advisor under this Agreement, the Operating Advisor shall (if,
during the prior calendar year, (i) any Mortgage Loan was a Specially Serviced Mortgage Loan or (ii) (A) with respect to any Serviced
Loan other than the 360 Rosemary Loan Combination, there existed a Control Termination Event, or (B) with respect to the 360 Rosemary
Loan Combination, there existed a 360 Rosemary Operating Advisor Consultation Trigger Event), and the Operating Advisor may (if,
with respect to the prior calendar year, the Operating Advisor deems it appropriate in its sole discretion exercised in good faith),
prepare and deliver to the Depositor, the Rule 17g-5 Information Provider (who shall promptly post such Operating Advisor
Annual Report on the Rule 17g-5 Information Provider’s Website), the Trustee and the Certificate Administrator (who
shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website), within 120 days
of the end of the prior calendar year an annual report (the “Operating Advisor Annual Report”). The Operating
Advisor Annual Report shall be substantially in the form of Exhibit R of this Agreement (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; 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). The Operating Advisor Annual Report shall set forth
the Operating Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during
the prior calendar year. Subject to the restrictions in this Agreement, including, without limitation, Section 3.29(b)
of this Agreement, each such Operating Advisor Annual Report shall (A) state whether the Operating Advisor believes,
in its sole discretion exercised in good faith, that the Special Servicer is performing its duties in compliance with (1) the
Servicing Standard and (2) the Special Servicer’s obligations under this Agreement, and (B) identify any material
deviations with respect to such matters from (i) the Servicing Standard or (ii) the Special Servicer’s obligations
under this Agreement, and (C) comply with: (x) all of the confidentiality requirements applicable to the Operating Advisor
with respect to Privileged Information provided for in this Agreement (subject to any permitted exceptions set forth in this Agreement);
and (y) with respect to the 360 Rosemary Loan Combination, the requirements with respect to reports of the Operating Advisor set
forth in Rule 7(b) of Regulation RR. In the event a lack of access to Privileged Information limits the Operating Advisor from
performing its duties under this Agreement, the Operating Advisor shall not be subject to any liability arising from its lack
of access to Privileged Information. Such Operating Advisor Annual Report shall be delivered to the Trustee, the Certificate Administrator,
the Rule 17g-5 Information Provider and the Depositor, and the Certificate Administrator and the Rule 17g-5 Information
Provider shall promptly, upon receipt, post such Operating Advisor Annual Report on the Certificate Administrator’s Website
and the Rule 17g-5 Information Provider’s Website, respectively; provided, however, that the Operating
Advisor shall deliver to the Special Servicer, the applicable Directing Holder and the Controlling Class Representative (at
any time that it is an applicable Directing Holder or Consulting Party), any annual report produced by the Operating Advisor at
least ten (10) calendar days prior to its delivery to the Depositor, the Trustee and the Certificate Administrator. The Operating
Advisor may, but shall not be obligated to, revise the Operating Advisor Annual Report based on any comments received from the
Special Servicer or the Controlling Class Representative. Notwithstanding the foregoing, except


 






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with respect to the 360 Rosemary
Loan Combination, no Operating Advisor Annual Report shall be required from the Operating Advisor with respect to the Special
Servicer if during the prior calendar year no Asset Status Report was prepared by the Special Servicer in connection with a Specially
Serviced Loan or REO Property or was otherwise in the process of being implemented in connection with a Specially Serviced Loan
or REO Property. In the event the Special Servicer is replaced during the prior calendar year, the Operating Advisor shall only
be required to prepare an Operating Advisor Annual Report relating to each entity that was acting as Special Servicer as of December 31
of the prior calendar year and is continuing in such capacity through the date of such Operating Advisor Annual Report. In preparing
an Operating Advisor Annual Report, the Operator 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 this Agreement that the Operating Advisor determines,
in accordance the Operating Advisor Standard, to be immaterial. In connection with the Operating Advisor Annual Report and the
reviews provided for above in this Section 3.29, the Operating Advisor shall perform its review on the basis of the
Special Servicer’s performance of its duties (i) with respect to Specially Serviced Loans (at any time, in the case of the
360 Rosemary Loan Combination but in the case of any Serviced Loan other than the 360 Rosemary Loan Combination, only following
the occurrence and during the continuance of a Control Termination Event), and (ii) and with respect to Major Decisions on Performing
Serviced Loans (in the case of the 360 Rosemary Loan Combination, only following the occurrence and during the continuance of
a 360 Rosemary Operating Advisor Consultation Trigger Event and in the case of any Serviced Loan other than the 360 Rosemary Loan
Combination, only following the occurrence and during the continuance of a Control Termination Event), as well as the extent to
which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating Advisor
of any annual compliance statement, any assessment of compliance and any attestation report delivered to the Operating Advisor
pursuant to Section 10.08, Section 10.09 and Section 10.10 of this Agreement, as applicable,
or made available to the Operating Advisor on the Certificate Administrator’s Website, any Asset Status Report, any Major
Decision Reporting Package and other information (other than any communications between the applicable Directing Holder, any Risk
Retention Consultation Party or any Serviced Companion Loan Holder (or its Companion Loan Holder Representative), as applicable,
and the Special Servicer that would be Privileged Information) that the Operating Advisor is required to review on the Certificate
Administrator’s Website or that is prepared by the Special Servicer and delivered or made available to the Operating Advisor
pursuant to this Agreement.


 


(f)           Prior to the occurrence and continuance of a Control Termination Event with respect to each Serviced Loan other than the 360 Rosemary
Loan Combination, the Special Servicer shall forward any Appraisal Reduction Amount and Collateral Deficiency Amounts with respect
to, and net present value calculations used in the Special Servicer’s determination of the course of action to be taken
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 may not opine on, or otherwise call into question
such Appraisal Reduction Amount, Collateral Deficiency Amount and/or net present value calculations; provided, however, if the
Operating Advisor discovers a mathematical error contained in such calculations, then the


 






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Operating Advisor shall notify the Special
Servicer and the related Directing Holder (if the related Directing Holder is not a Borrower Party with respect to the related
Specially Serviced Loan) of such error.


 


(g)          After the occurrence and during the continuance of a Control Termination Event (or, in the case of the 360 Rosemary Loan Combination,
at any time), after the calculation but prior to the utilization by the Special Servicer of any of the calculations with respect
to an applicable Specially Serviced Loan related to (i) Appraisal Reduction Amounts, (ii) Collateral Deficiency Amounts or
(iii) net present value used in the Special Servicer’s determination of the course of action to be taken in connection
with the workout or liquidation of such Specially Serviced Loan, the Special Servicer shall forward such calculations, together
with any supporting material or additional information in the Special Servicer’s possession or reasonably obtainable by
the Special Servicer necessary in support thereof (including such additional information reasonably requested by the Operating
Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Information), to the Operating
Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations, and the Operating Advisor
shall promptly, but no later than five (5) 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.


 


In
connection with this Section 3.29(g), in the event the Operating Advisor does not agree with the mathematical calculations
in any material respect or does not agree with the application of the non-discretionary portions of the applicable formulas required
to be utilized for such calculation, the Operating Advisor and the Special Servicer shall consult with each other in order to
resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the applicable
formulas in arriving at those mathematical calculations or any disagreement within five (5) Business Days of delivery
of such calculations to the Operating Advisor. 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 of such disagreement and the Certificate Administrator shall determine which calculation
is to apply. In making such determination, the Certificate Administrator may hire an independent third-party to assist with any
such calculation at the expense of the Trust Fund.


 


(h)          After the occurrence and during the continuance of a Control Termination Event (or, in the case of the 360 Rosemary Loan Combination,
a 360 Rosemary Operating Advisor Consultation Trigger Event), the Operating Advisor shall consult (on a non-binding basis) with
the Special Servicer in connection with (i) any Major Decision with respect to a Serviced Loan in accordance with Section 3.24,
Section 6.09 and this Section 3.29, (ii) each Asset Status Report in accordance with Section 3.21, and (iii)
the matters set forth in, and in accordance with, Section 3.09 and Section 3.17(m), and in each case, the Special
Servicer or the Trustee, as applicable, shall consider any alternative courses of action and any other feedback provided by the
Operating Advisor. In connection with the Operating Advisor’s obligation to consult (on a non-binding basis) with the


 






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Special
Servicer with respect to Asset Status Report in accordance with Section 3.21, the Operating Advisor shall propose, by written
notice, alternative courses of action within 10 Business Days of receipt of each Asset Status Report to the extent the Operating
Advisor determines such alternatives to be in the best interest of the Certificateholders (including any Certificateholders that
were previously included in the Control Eligible Classes) and the Combined Uncertificated VRR Interest Owner, as a collective
whole as if such Certificateholders and the Combined Uncertificated VRR Interest Owner constituted a single lender. After the
occurrence and during the continuance of a Control Termination Event (or, in the case of the 360 Rosemary Loan Combination, a
360 Rosemary Operating Advisor Consultation Trigger Event), the Operating Advisor shall consult with the Trustee in connection
with the matter set forth in, and in accordance with, Section 7.02.


 


(i)             
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 relating to the Operating Advisor Annual Reports
or actions by the Master Servicer or the Special Servicer as to which the Operating Advisor has consultation rights, whether or
not referenced in any Operating Advisor Annual Report and made by Privileged Persons from time to time in accordance with the
terms of Section 4.02(a) of this Agreement.


 


(j)             
Subject to the Privileged Information Exception, the Operating Advisor will be obligated to keep confidential any Privileged Information
received from the Special Servicer, the applicable Directing Holder, any Risk Retention Consultation Party or any related Serviced
Companion Loan Holder (or its Companion Loan Holder Representative) in connection with the exercise of the rights of the applicable
Directing Holder, such Risk Retention Consultation Party or such related Serviced Companion Loan Holder 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.


 


(k)           
The Operating Advisor shall keep all Privileged Information confidential and shall not disclose such Privileged Information to
any Person (including Certificateholders and the Uncertificated Interest Owners, other than the Controlling Class Representative
or a Loan-Specific Controlling Class Representative), 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, (2) pursuant to a Privileged
Information Exception or (3) when necessary to support, and directly related to, specific findings or conclusions (i) in the Operating
Advisor Annual Report or (ii) in connection with a recommendation by the Operating Advisor for the replacement of the Special
Servicer. Notwithstanding the foregoing, the Operating Advisor, solely to the extent required in connection with its duties under
this Agreement, will be permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating
Advisor provided such Affiliates and subcontractors of the Operating Advisor agree in writing prior to their receipt of such Privileged
Information to be bound by the same confidentiality provisions applicable to the Operating Advisor described in this Agreement
and a copy of such agreement is provided to the parties hereto. Each party to this Agreement that receives Privileged Information
from the Operating Advisor with a notice


 






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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, as applicable, any related Outside Controlling
Note Holder (if a Serviced Outside Controlled Loan Combination is involved), the Risk Retention Consultation Parties and/or, unless
a Consultation Termination Event has occurred and is continuing, the Controlling Class Representative other than pursuant
to a Privileged Information Exception.


 


(l)           On each Master Servicer Remittance Date, the Operating Advisor shall be paid the applicable Operating Advisor Fee accrued on the
Mortgage Loans from amounts on deposit in the Collection Account, pursuant to Section 3.06 of this Agreement, and
the applicable Operating Advisor Fee accrued on a Mortgage Loan that is part of a Loan Combination from collections on such Mortgage
Loan or a Trust Subordinate Companion Loan from collections on such Mortgage Loan or Trust Subordinate Companion Loan, as applicable,
on deposit in the related Loan Combination Custodial Account, pursuant to Section 3.06(A) of this Agreement. In addition,
the Operating Advisor Consulting Fee shall be payable to the Operating Advisor (but only to the extent such fee is actually received
from the related Mortgagor as a separately identifiable fee) with respect to each Major Decision for which the Operating Advisor
has consultation rights. Each of the Operating Advisor Fee and the Operating Advisor Consulting Fee shall be payable from funds
on deposit in the Collection Account as provided in Section 3.06 of this Agreement, but with respect to the Operating
Advisor Consulting Fee only to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor.
If the Operating Advisor has consultation rights 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 Loan Documents, and shall deposit any Operating Advisor Consulting Fee so collected from
the related Mortgagor into the Collection Account. The Master Servicer or Special Servicer, as applicable, may waive or reduce
the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial
waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer or the Special Servicer take any
enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection;
provided that the Master Servicer or the Special Servicer, as applicable, shall consult (on a non-binding basis) with the
Operating Advisor prior to any such waiver or reduction.


 


(m)          In no event shall the Operating Advisor have the power to compel any transaction party to take or refrain from taking any action.


 


Section 3.30          
Rating Agency Confirmation.


 


(a)           Notwithstanding the terms of any related Loan Documents or other provisions of this Agreement, if any action under any Loan Documents
or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting
Party”) required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating
Agency for such Rating Agency


 






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Confirmation and if, within 10 Business Days of the Rating Agency Confirmation request being posted
to the Rule 17g-5 Information Provider’s Website, any Rating Agency has not granted such request, rejected such request
or provided a Rating Agency Declination, then (i) such Requesting Party shall promptly request the related Rating Agency
Confirmation again, and (ii) if there is no response to such second Rating Agency Confirmation request from the applicable
Rating Agency within five (5) Business Days of such second request, whether in the form of granting or rejecting such Rating Agency
Confirmation request or providing a Rating Agency Declination, then: (x) with respect to any condition in any Loan Document
or related intercreditor agreement or Co-Lender Agreement requiring a Rating Agency Confirmation or any other matter under this
Agreement relating to the servicing of the Serviced Mortgage Loans and the Trust Subordinate Companion Loans (other than as set
forth in clause (y) or (z) below), the Requesting Party (or, if the Requesting Party is the related Mortgagor, then the Master
Servicer (with respect to Performing Serviced Loans if the subject action is not a Major Decision or a Special Servicer Decision
or the Master Servicer is processing a Major Decision or a Special Servicer Decision) or the Special Servicer (with respect to
Specially Serviced Loans and REO Properties and with respect to Performing Serviced Loans if the subject action is a Major Decision
or a Special Servicer Decision processed by the Special Servicer), as applicable) shall determine (with the consent of the applicable
Directing Holder (but in each case only in the case of actions that would otherwise be Major Decisions), which consent shall be
pursued by the Special Servicer and deemed given if such Directing Holder does not respond within seven (7) Business Days
of receipt of a request from the Special Servicer to consent to the Requesting Party’s determination), in accordance with
its duties under this Agreement and in accordance with the Servicing Standard, except as provided in Section 3.30(b),
whether or not such action would be in accordance with the Servicing Standard, and if the Requesting Party (or, if the Requesting
Party is the related Mortgagor, then the Master Servicer or the Special Servicer, as applicable) makes such determination, then
the requirement to obtain a Rating Agency Confirmation shall not apply; (y) with respect to a replacement of the Master Servicer
or the Special Servicer, such condition shall be considered satisfied if: (1) the applicable replacement master servicer or special
servicer, as applicable, is 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; (2) the applicable replacement
master servicer has a master servicer rating of at least “CMS3” from Fitch or the applicable replacement special
servicer has a special servicer rating of at least “CSS3” from Fitch, if Fitch is the non-responding Rating
Agency; (3) KBRA has not cited servicing concerns of the applicable replacement master servicer or special servicer as the sole
or material factor in any qualification, downgrade or withdrawal (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of the ratings of securities in any other CMBS transaction serviced by the applicable servicer
prior to the time of determination, if KBRA is the non-responding Rating Agency; and (4) in the case of the replacement of the
Special Servicer in respect of the 360 Rosemary Loan Combination or the Master Servicer, (A) the applicable replacement master
servicer or special servicer has a rating by DBRS Morningstar higher than or equal to “MOR CS3” as a master servicer
or special servicer, as applicable (if rated by DBRS Morningstar) or (B) the applicable replacement master servicer or special
servicer, as applicable, is currently






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acting as a master servicer or special servicer, as applicable, on a transaction-level basis
on a CMBS transaction currently rated by DBRS Morningstar that currently has securities outstanding and for which DBRS Morningstar
has not cited servicing concerns of the replacement master servicer or special servicer, as applicable, as the sole or material
factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities rated by DBRS Morningstar in a commercial mortgage-backed securitization transaction
rated by DBRS Morningstar and serviced by the applicable replacement master servicer or special servicer, as applicable, prior
to the time of determination, if DBRS Morningstar is the non-responding rating agency; and (z) with respect to a replacement or
successor of the Operating Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency
so long as such Rating Agency has not cited concerns regarding the replacement operating advisor as the sole or material factor
in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a
ratings downgrade or withdrawal) of securities in any other CMBS transaction with respect to which the replacement operating advisor
acts as trust advisor or operating advisor prior to the time of determination.


 


Any
Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor
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 reasonably necessary for the Rating
Agency to process such request, subject to Section 12.12. Such written Rating Agency Confirmation request shall be
provided in electronic format in accordance with Section 12.13(b) and the Master Servicer, Special Servicer, Certificate
Administrator, Operating Advisor or Trustee, as applicable, shall be required to send the Rating Agency Confirmation request to
the Rating Agencies in accordance with Section 12.13(b).


 


Promptly
following the Requesting Party’s (or, if the Requesting Party is the related Mortgagor, then the Master Servicer’s
or the Special Servicer’s, as applicable) determination to take any action discussed in this Section 3.30(a)
without receiving any required Rating Agency Confirmation, such Requesting Party (or the Master Servicer or the Special Servicer,
as applicable) shall provide electronic written notice in accordance with Section 12.13(b) of the action taken for
the particular item at such time and the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable,
shall be required to send the Rating Agency Confirmation request to the Rating Agencies in accordance with Section 12.13(b).


 


(b)         For the purposes of clause (ii) of Section 3.30(a), and notwithstanding anything to the contrary in Section 3.30(a),
with respect to the provisions of any Loan Document relating to defeasance (including without limitation the type of collateral
acceptable for use as defeasance collateral), release or substitution of any collateral, any applicable Rating Agency Confirmation
requirement in the Loan Documents shall not apply, even without the determination pursuant to Section 3.30(a)(ii)(x)
by the Requesting Party (or, if the Requesting Party is the related Mortgagor, by the Master Servicer (with respect to Performing
Serviced Loans if the subject action is not a Major Decision or a Special Servicer Decision or the Master Servicer is processing
a Major Decision or a Special Servicer Decision) or the Special Servicer (with respect to Specially Serviced


 






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Loans and REO Properties
and with respect to Performing Serviced Loans if the subject action is a Major Decision or a Special Servicer Decision processed
by the Special Servicer), as applicable); provided, that the Master Servicer (with respect to Performing Serviced Loans
if the subject action is not a Major Decision or a Special Servicer Decision or the Master Servicer is processing a Major Decision
or a Special Servicer Decision) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties and with
respect to Performing Serviced Loans if the subject action is a Major Decision or a Special Servicer Decision processed by the
Special Servicer), as applicable, shall in any event review the other conditions required under the related Loan Documents with
respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Servicing Standard
that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied.


 


(c)          For all other matters or actions (i) not specifically discussed in clause (ii) (x), (ii) (y) or (ii) (z) of Section 3.30(a)
above and (ii) that are not the subject of a Rating Agency Declination, the proposed action shall not be permitted to
proceed unless the applicable Requesting Party shall deliver Rating Agency Confirmation from each Rating Agency.


 


(d)          With respect to any Serviced Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating
to the servicing and administration of any or all of the related Serviced Loans or any related REO Property (including, but not
limited to, the replacement of the Master Servicer, the Special Servicer or a sub-servicer) (the “Relevant Action”)
requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except
as set forth below in this paragraph, such action will also require delivery of a Companion Loan Rating Agency Confirmation as
a condition precedent to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall
be sought by the Master Servicer or Special Servicer, as applicable, depending on whichever such party is seeking the corresponding
Rating Agency Confirmation(s) in connection with the Relevant Action. The requirement to obtain a Companion Loan Rating Agency
Confirmation with respect to any Serviced Companion Loan Securities will be subject to, will be permitted to be waived by the
Master Servicer and the Special Servicer on, and will be deemed satisfied or not to apply on, the same terms and conditions applicable
to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided, that the Master Servicer or Special
Servicer, as applicable, depending on which is seeking the subject Companion Loan Rating Agency Confirmation, shall forward to
one or more of its counterparts (i.e., the master servicer or special servicer, as applicable), the Rule 17g-5 Information
Provider’s counterpart for the related Other Securitization Trust, or such other party or parties (as are agreed to by the
Master Servicer or the Special Servicer, as applicable, and the applicable parties for the related Other Securitization Trust),
at the expense of the related Other Securitization Trust to the extent not borne by the related Mortgagor, and in such format
as the sender and recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation at least
two (2) Business Days before it is sent to the applicable Companion Loan Rating Agency, (ii) all materials forwarded
to the Rule 17g-5 Information Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s)
for the


 






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applicable Relevant Action at approximately the same time that such materials are forwarded to the Rule 17g-5 Information
Provider, and (iii) any other materials that the applicable Companion Loan Rating Agency may reasonably request in connection
with such Companion Loan Rating Agency Confirmation promptly following such request.


 


(e)            
Each of the Master Servicer and the Certificate Administrator shall, promptly following receipt of written request from the Special
Servicer, provide to the Special Servicer the contact information for the master servicer, the special servicer, the trustee,
the certificate administrator and the Rule 17g-5 Information Provider’s counterpart for an Other Securitization Trust,
in each case to the extent known to it.


 


Section 3.31          
General Acknowledgement Regarding Companion Loan Holders. Each Certificateholder and the Combined Uncertificated VRR Interest
Owner acknowledges and agrees, by its acceptance of its Certificates or Uncertificated VRR Interest, as applicable, that: (i) each
Companion Loan Holder may have special relationships and interests that conflict with those of the Combined Uncertificated VRR
Interest Owner and/or Holders of one or more Classes of Certificates; (ii) each Companion Loan Holder may act solely in its
own interests; (iii) no Companion Loan Holder has any duty to the Combined Uncertificated VRR Interest Owner or the Holders
of any Class of Certificates; and (iv) no Companion Loan Holder shall have any liability whatsoever for having so acted in
its own interests, and neither the Combined Uncertificated VRR Interest Owner nor any Certificateholder may take any action whatsoever
against any Companion Loan Holder or any director, officer, employee, agent or principal thereof for such Companion Loan Holder’s
having so acted in its own interests.


 


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 [__]. 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 4.02 (unless a loan-by-loan segregation is later performed by the Certificate Administrator
in which case 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 in such a manner that an Excluded Controlling Class Holder
will only be prohibited from accessing Excluded Information with respect to those Excluded Controlling Class Mortgage Loan(s)
for which such Excluded Controlling Class Holder is a Borrower Party; provided that the foregoing shall not be construed
as an affirmative obligation for the Certificate Administrator to perform such segregation). When so posted, the Excluded Controlling
Class Holders shall be prohibited from accessing Excluded Information with respect to any Excluded Controlling Class Mortgage
Loans on the Certificate Administrator’s Website. 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


 






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related Excluded Controlling Class Mortgage Loan in
the form of Exhibit M-1C to this Agreement. Nothing set forth in this Agreement shall prohibit the Controlling Class Representative
or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any
Excluded Controlling Class Mortgage Loan with respect to which the Controlling Class Representative or such Controlling
Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available on the Certificate Administrator’s
Website, such Controlling Class Representative or Controlling Class Certificateholder that is not a Borrower Party with
respect to the related Excluded Controlling Class Mortgage Loan shall be entitled to obtain (upon reasonable request) such
information in accordance with Section 4.02(e) of this Agreement.


 


Section 3.33          
Litigation Control


 


(a)            
The Special Servicer (with respect to each Mortgage Loan and Serviced Loan Combination other than any Excluded Special Servicer
Mortgage Loan) 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 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 Special Servicer, and represent the interests of the Trust in any litigation relating to a Mortgage Loan or Loan Combination,
as applicable, the related Mortgaged Property or other collateral securing such Mortgage Loan or Loan Combination, or the enforcement
of the obligations of a Borrower-Related Party under the related Loan Documents (“Loan-Related Litigation”).
In the event that the Master Servicer is named in any Loan-Related Litigation but the Special Servicer is not named in such Loan-Related
Litigation (and regardless of whether the Trust is named), the Master Servicer shall notify the Special Servicer of such litigation
as soon as practicable but in any event no later than within ten (10) Business Days of the Master Servicer receiving service of
such Loan-Related Litigation.


 


(b)           
To the extent the Master Servicer is named in Loan-Related Litigation, and neither the Trust nor the Special Servicer is named,
in order to effectuate the role of such Special Servicer as contemplated by the immediately preceding paragraph, the Master Servicer
shall (i) provide quarterly status reports to the Special Servicer, regarding such Loan-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 the lawsuit, consult with and act at the direction of the Special Servicer with respect to material
decisions and material monetary settlements related to the interests of the Trust in such Loan-Related Litigation, including but
not limited to the selection of counsel. If and/or once the Trust and/or the Special Servicer are named, the Special Servicer
shall assume control of the Loan-Related Litigation as provided in Section 3.33(a) above, the Master Servicer shall no
longer have the reporting obligation set forth above and the Special Servicer's selection of counsel shall be subject to the consent
of the Master Servicer which consent shall not be unreasonably withheld, delayed or conditioned. Further, if there are claims
against the Master Servicer, the Trust and the Special Servicer, each party at the request of the other shall enter into a joint
defense agreement in accordance with Section 3.33(h) below.


 






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(c)            
The Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any Loan-Related
Litigation or (ii) initiate any material Loan-Related Litigation unless and until it has notified in writing the Controlling Class
Representative (only if the related Mortgage Loan is not an Excluded Mortgage Loan and for so long as no Consultation Termination
Event has occurred and is continuing and to the extent the identity of the Controlling Class Representative is actually known
to the Special Servicer; provided that the Special Servicer shall make due inquiry of the Certificate Administrator as to the
identity of the Controlling Class Representative), and the related holder of any Companion Loan (if such matter affects a Companion
Loan and to the extent the identity of the holder of such Companion Loan is actually known to the Special Servicer), and the Controlling
Class Representative (only if the related Mortgage Loan is not an Excluded Mortgage Loan and for so long as no Control Termination
Event has occurred and is continuing) has not objected in writing within five (5) Business Days of having been notified thereof
and having been provided with all information that the Controlling Class Representative has reasonably requested with respect
thereto promptly following its receipt of the subject notice (it being understood and agreed that if such written objection has
not been received by the Special Servicer within such 5 Business Day period, then the Controlling Class Representative shall be
deemed to have approved the taking of such action); provided that, if the Special Servicer determines (consistent with the Servicing
Standard) that immediate action is necessary to protect the interests of the Certificateholders and the Uncertificated Interest
Owners and, with respect to a Serviced Loan Combination, the related Companion Loan Holders, the Special Servicer may take such
action without waiting for the Controlling Class Representative’s response.


 


(d)           
Notwithstanding anything to the contrary in this Section 3.33, neither of the Special Servicer nor the Master Servicer
shall follow any advice, direction or consultation provided by the Controlling Class Representative that would require or cause
such Special Servicer or the Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing
Standard, require or cause such Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement,
require or cause such Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Loan
Combination, expose any Certificateholder, any Uncertificated Interest Owner or any party to this Agreement or their Affiliates,
officers, directors or agents to any claim, suit or liability, cause either Trust REMIC created hereunder to fail to qualify as
a REMIC, or any Grantor Trust created hereunder to fail to qualify as a grantor trust for federal income tax purposes or result
in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions,
or materially expand the scope of the Special Servicer’s, the Master Servicer’s, the Certificate Administrator’s
or the Trustee’s, as applicable, responsibilities under this Agreement.


 


(e)            
Notwithstanding the right of the Special Servicer provided in this Section to represent the interests of the Trust in Loan-Related
Litigation, the Master Servicer shall retain the right at all times to make final decisions in the Master Servicer's reasonable
discretion, relating to claims against the Master Servicer where a settlement by the Special Servicer does not meet the conditions
set forth in subclauses (i) through (v) of the first sentence of clause (g) below, including but not limited to the right to engage
separate counsel, to make settlement decisions with respect to claims asserted against the Master


 






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Servicer and to appear in any
proceeding on its own behalf. The cost related to or incurred in connection with exercising such rights shall be subject to indemnification
as and to the extent provided in this Agreement. For the sake of clarity, the Master Servicer’s rights do not include the
right to settle any claims against the Master Servicer without the Special Servicer’s consent if such settlement would (i)
contain any admission of liability or wrongdoing on the part of the Master Servicer, the Trust, the Special Servicer or any other
party to this Agreement, (ii) provide for the payment of damages or any sums for which the Master Servicer will seek indemnification
from the Trust or any party to this Agreement or (iii) prejudice or impair the defense or counterclaims of the Trust or any party
to this Agreement with respect to such Loan-Related Litigation.


 


(f)            
Further, nothing in this Section shall require the Master Servicer, any Special Servicer or any other party to this Agreement
to take or fail to take any action which, in such party’s good faith and reasonable judgment, may result in a violation
of the REMIC Provisions or Grantor Trust Provisions, subject the Master Servicer, any Special Servicer or other such party to
liability, or materially expand the scope of the Master Servicer’s, any Special Servicer or such party’s obligations
under this Agreement.


 


(g)           
Notwithstanding the Master Servicer’s right to make determinations relating to claims against
the Master Servicer, the Special Servicer may not direct the Master Servicer to settle any claims asserted against the Master
Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Loan-Related Litigation) without the
consent of the Master Servicer unless (i) such settlement or other direction does not contain or require any admission of liability,
wrongdoing or consent to injunctive relief on the part of the Master Servicer and the Master Servicer is fully released, (ii)
the cost of such settlement or any resulting judgment is and shall be paid by the Trust pursuant to the terms of this Agreement,
and payment of such cost or judgment is provided for in this Agreement, (iii) the Master Servicer is and shall be 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 Loan-Related Litigation and for any related judgment, (iv) any action taken by the Master Servicer at the direction of the
Special Servicer shall be deemed (as to the Master Servicer) to be in compliance with the Servicing Standard, and (v) the Special
Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses
(i), (ii), (iii) and (iv). With respect to any material settlements with respect to any Mortgage Loan other than an Excluded Mortgage
Loan, the Special Servicer shall be required to obtain the consent or consultation of the Controlling Class Representative prior
to the occurrence and continuance of a Control Termination Event or Consultation Termination Event, respectively.


 


(h)           
In the event both the Master Servicer and the Special Servicer or Trust are named in Loan-Related Litigation, the Master Servicer
and the Special Servicer shall (i) to the extent that the Master Servicer and the Special Servicer deem it appropriate, use reasonable
efforts to enter into a joint defense agreement and (ii) cooperate with each other to afford the Master Servicer and the Special
Servicer the rights afforded to such party in this Section.


 






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(i)             
This Section shall not apply in and to the extent that the Special Servicer authorizes the Master Servicer, and the Master Servicer
agrees (both authority and agreement to be in writing), to make certain decisions or control certain Loan-Related Litigation on
behalf of the Trust in accordance with the Servicing Standard.


 


(j)             
Notwithstanding the foregoing, and subject to the requirements of the second sentence in the second paragraph of Section 3.01(a)
of this Agreement and subject to the power of attorney, (x) in the event that any action, suit, litigation or proceeding names
the Trustee, Certificate Administrator, Custodian or Operating Advisor, in its respective individual capacity, or in the event
that any judgment is rendered against the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, in
its individual capacity, the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, upon prior written
notice to the Master Servicer or the Special Servicer, as applicable, may retain separate 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); (y) 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 Loan Documents, or
otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer
shall, without the prior written consent of the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable,
(i) initiate an action, suit, litigation or proceeding in the name of the Trustee, Certificate Administrator, Custodian or Operating
Advisor, as applicable, whether in such capacity or individually, (ii) engage counsel to represent the Trustee, Certificate Administrator,
Custodian or Operating Advisor, as applicable, (iii) settle any claim giving rise to liability to the Trustee, Certificate Administrator,
Custodian or Operating Advisor, as applicable, in its individual capacity, or (iv) prepare, execute or deliver any government
filings, forms, permits, registrations or other documents or take any other similar actions with the intent to cause, and that
actually causes, the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, to be registered to do
business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due
to the unwillingness of the Trustee, Certificate Administrator, Custodian or Operating Advisor to grant such consent); and (z)
in the event that any court finds that the Trustee, Certificate Administrator, Custodian or Operating Advisor, 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 Trustee, the Certificate Administrator, the Custodian or the Operating Advisor, as applicable, shall have the
right to retain separate counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests,
whether as Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, or individually (but not to otherwise
direct, manage or prosecute such litigation or claim); provided, however, nothing in this subsection shall be interpreted to preclude
the Special Servicer (with respect to any material Loan-Related Litigation with respect to any Mortgage Loan other than an Excluded
Mortgage Loan, with the consent or consultation of the Controlling Class Representative prior to the occurrence and continuance
of a Control Termination Event or Consultation Termination Event, respectively) from initiating any action, suit, litigation or
proceeding in its own name as representative of the Trust.


 






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(k)           
Notwithstanding the foregoing or anything to the contrary in this Section, this Section shall not apply to any Loan-Related Litigation
and shall have no force and effect with respect thereto, in the event that either (i) at the time such Loan-Related Litigation
is commenced or at any time during the continuance of such Loan-Related Litigation, CWCapital Asset Management LLC is no longer
the Special Servicer with respect to the related Mortgage Loan or related Loan Combination or has received notice of its replacement
as Special Servicer with respect to the related Mortgage Loan or related Loan Combination, whether or not such replacement is
effective, or (ii) the Depositor, any Sponsor, any Mortgage Loan Seller, any Initial Purchaser, any Underwriter, or any of their
respective affiliates is an adverse party (with respect to the Trust or the Special Servicer) in such Loan-Related Litigation
or holds any interest which is adverse to the Trust or the Special Servicer in the related Mortgage Loan or related Loan Combination
(or any portion thereof) or the related Mortgaged Property to which Loan-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. For the avoidance of doubt, the rights and obligations of the Master Servicer and the Special
Servicer relating to any Loan-Related Litigation shall be limited solely to the representation of the Trust and itself, separate
and apart from the interests of any other party thereto. For the further avoidance of doubt, in such circumstance described in
this paragraph, the rights and obligations of the Master Servicer and the Special Servicer relating to litigation shall be as
otherwise set forth with respect to servicing in this Agreement.


 


Section 3.34       
Resignation Upon Prohibited Risk Retention Affiliation.


 


Under
Regulation RR, the 360 Rosemary Third Party Purchaser is prohibited from being Risk Retention Affiliated with, among other persons,
the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer.
As long as the prohibition referred to in the preceding sentence exists, upon the occurrence of (i) a Servicing Officer of the
Master Servicer or a Responsible Officer of the Certificate Administrator or the Trustee, as applicable, obtaining actual knowledge
that the Master Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become Risk Retention Affiliated
with or a Risk Retention Affiliate of the 360 Rosemary Third Party Purchaser (in such case, an “Impermissible TPP Affiliate”),
(ii) the Master Servicer, Certificate Administrator or the Trustee receiving written notice by any other party to this Agreement,
the 360 Rosemary Third Party Purchaser, any Sponsor or any Underwriter or Initial Purchaser that the Master Servicer, Certificate
Administrator or the Trustee, as applicable, is or has become an Impermissible TPP Affiliate, or (iii) the Operating Advisor or
the Asset Representations Reviewer obtaining actual knowledge that it is or has become an Affiliate (including a Risk Retention
Affiliate) of the 360 Rosemary Third Party Purchaser, any Sponsor or any other party to this Agreement (other than the Operating
Advisor and Asset Representations Reviewer) (together with an Impermissible TPP Affiliate, an “Impermissible Risk Retention
Affiliate”), then, in each case, such Impermissible Risk Retention Affiliate shall promptly notify the Sponsors and
the other parties to this Agreement and resign in accordance with Section 6.04, Section 8.07 or Section 11.03,
as applicable. The resigning Impermissible Risk Retention Affiliate shall bear all reasonable out-of-pocket costs and expenses
of each other party to this Agreement, the Trust and each Rating Agency in connection with such resignation as and to the extent
required under this Agreement, provided however, if the affiliation causing an Impermissible Risk Retention Affiliate is
the result of the 360 Rosemary Third Party


 






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Purchaser acquiring an interest in such Impermissible Risk Retention Affiliate or an
affiliate of such Impermissible Risk Retention Affiliate, then such costs and expenses shall be an expense of the Trust.


 


Article
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section 4.01          
Distributions.


 


(a)         (i) On each Master Servicer Remittance Date, the Master Servicer shall make the remittances and deposits specified in the
first paragraph of Section 4.06(a) of this Agreement. On or prior to the Master Servicer Remittance Date in March
(or February if the final Distribution Date occurs in such month) of each calendar year (commencing in 2023), pursuant to Section 3.23,
the Certificate Administrator shall withdraw from the Interest Reserve Account the aggregate of all Withheld Amounts on deposit
therein and shall deposit any such amounts in the Lower-Tier REMIC Distribution Account (to the extent such Withheld Amounts relate
to the Mortgage Loans), the 360 Rosemary REMIC Distribution Account (to the extent such Withheld Amounts relate to the 360 Rosemary
Trust Subordinate Companion Loan) and the 111 River Street REMIC Distribution Account (to the extent such Withheld Amounts relate
to the 111 River Street Trust Subordinate Companion Loan), as applicable. On each Master Servicer Remittance Date, the Certificate
Administrator shall withdraw from the Excess Liquidation Proceeds Reserve Account and deposit in the Lower-Tier REMIC Distribution
Account any Excess Liquidation Proceeds required to be so transferred pursuant to Section 4.01(e) of this Agreement.
On each Distribution Date, the amounts that have been transferred to the Lower-Tier REMIC Distribution Account from the Collection
Account or as P&I Advances or Compensating Interest Payments or as otherwise contemplated by the preceding sentences of this
Section 4.01(a) shall be deemed distributed on the Lower-Tier Regular Interests to the Upper-Tier REMIC, in accordance
with Section 4.01(a)(ii) and the last paragraph of Section 4.01(d). On each Distribution Date, the amounts
that have been transferred to the 360 Rosemary REMIC Distribution Account from the Collection Account or as P&I Advances or
Compensating Interest Payments or as otherwise contemplated by the preceding sentences of this Section 4.01(a) shall
be deemed distributed on the 360 Rosemary Regular Interests to the Upper-Tier REMIC, in accordance with Section 4.01(a)(iii)
and the last paragraph of Section 4.01(d). On each Distribution Date, the amounts that have been transferred to
the 111 River Street REMIC Distribution Account from the Collection Account or as P&I Advances or Compensating Interest Payments
or as otherwise contemplated by the preceding sentences of this Section 4.01(a) shall be deemed distributed on the
111 River Street Regular Interests to the Upper-Tier REMIC, in accordance with Section 4.01(a)(iii) and the last paragraph
of Section 4.01(d). Thereafter, such amounts shall be considered to be held in the Upper-Tier REMIC Distribution Account
until distributed to the Certificateholders and the Combined Uncertificated Interest Owners.


 






    - 360 -


     


    

 


(ii)         All distributions made in respect of interest on any Class of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates
or in respect of interest of the Class VRR Upper Tier Regular Interest on each Distribution Date pursuant to Section 4.01(b),
Section 4.01(c) or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC
to the Upper-Tier REMIC as interest in respect of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary Statement
hereto. All distributions made in respect of interest on any Class of the Pooled Class X Certificates on each Distribution
Date pursuant to Section 4.01(b) or Section 9.01, and allocable to any particular Component of such Class of
Certificates in accordance with the last paragraph of Section 4.01(b), shall be deemed to have first been distributed
from the Lower-Tier REMIC to the Upper-Tier REMIC as interest in respect of such Component’s Corresponding Lower-Tier Regular
Interest. All distributions made in respect of principal of any Class of Non-Uncertificated VRR Retained Pooled Principal
Balance Certificates or in respect of principal of the Class VRR Upper-Tier Regular Interest on each Distribution Date pursuant
to Section 4.01(b), Section 4.01(c) or Section 9.01 shall be deemed to have first been distributed
from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of principal of its Corresponding Lower-Tier Regular Interest set
forth in the Preliminary Statement hereto. All reimbursements (with interest) of applicable Realized Losses made in respect of
any Class of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates or in respect of the Class VRR Upper-Tier
Regular Interest on each Distribution Date pursuant to Section 4.01(b), Section 4.01(c) or Section 9.01
shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC as reimbursements (with interest)
of applicable Realized Losses, in respect of its Corresponding Lower-Tier Regular Interest.


 


(iii)          All distributions made in respect of interest on any Class of 111 River Street Loan-Specific Certificates on each Distribution
Date pursuant to Section 4.01(m) or Section 9.01 shall be deemed to have first been distributed from the 111
River Street REMIC to the Upper-Tier REMIC as interest in respect of its Corresponding 111 River Street Regular Interest set forth
in the Preliminary Statement hereto. All distributions made in respect of principal of any Class of 111 River Street Loan-Specific
Certificates on each Distribution Date pursuant to Section 4.01(o)(m) or Section 9.01 shall be deemed
to have first been distributed from the 111 River Street REMIC to the Upper-Tier REMIC in respect of principal of its Corresponding
111 River Street Regular Interest set forth in the Preliminary Statement hereto. All reimbursements (with interest, if applicable)
of applicable Realized Losses made in respect of any Class of 111 River Street Loan-Specific Certificates on each Distribution
Date pursuant to Section 4.01(o)(m) or Section 9.01 shall be deemed to have first been distributed from
the 111 River Street REMIC to the Upper-Tier REMIC as reimbursements (with interest, if applicable) of applicable Realized Losses
in respect of its Corresponding 111 River Street Regular Interest.


 


(iv)          All distributions made in respect of interest on any Class of 360 Rosemary Loan-Specific Principal Balance Certificates on
each Distribution Date


 






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pursuant to Section 4.01(m)(o) or Section 9.01 shall be deemed to have first been
distributed from the 360 Rosemary REMIC to the Upper-Tier REMIC as interest in respect of its Corresponding 360 Rosemary Regular
Interest set forth in the Preliminary Statement hereto. All distributions made in respect of interest on the Class 360X Certificates
on each Distribution Date pursuant to Section 4.01(b)(o) or Section 9.01, and allocable to any particular
Component of such Class of Certificates in accordance with the last paragraph of Section 4.01(b)(o), shall be
deemed to have first been distributed from the 360 Rosemary REMIC to the Upper-Tier REMIC as interest in respect of such Component’s
Corresponding 360 Rosemary Regular Interest. All distributions made in respect of principal of any Class of 360 Rosemary
Loan-Specific Certificates on each Distribution Date pursuant to Section 4.01(m)(o) or Section 9.01 shall
be deemed to have first been distributed from the 360 Rosemary REMIC to the Upper-Tier REMIC in respect of principal of its Corresponding
360 Rosemary Regular Interest set forth in the Preliminary Statement hereto. All reimbursements (with interest, if applicable)
of applicable Realized Losses made in respect of any Class of 360 Rosemary Loan-Specific Certificates on each Distribution
Date pursuant to Section 4.01(m)(o) or Section 9.01 shall be deemed to have first been distributed from
the 360 Rosemary REMIC to the Upper-Tier REMIC as reimbursements (with interest, if applicable) of applicable Realized Losses
in respect of its Corresponding 360 Rosemary Regular Interest.


 


(v)          On each Distribution Date, Holders of the Class R Certificates shall receive distributions of any Aggregate Pooled Available
Funds and Yield Maintenance Charges remaining in the Lower-Tier REMIC Distribution Account in respect of the Lower-Tier Residual
Interest after all payments have been made to the Certificate Administrator as the holder of the Lower-Tier Regular Interests
in accordance with Section 4.01(a)(ii) and the last paragraph of Section 4.01(d). On each Distribution
Date, Holders of the Class R Certificates shall receive distributions of any amounts remaining in the 111 River Street REMIC
Distribution Account in respect of the 111 River Street Residual Interest after all payments have been made to the Certificate
Administrator as the holder of the 111 River Street Regular Interests in accordance with Section 4.01(a)(iii) and
the last paragraph of Section 4.01(d). On each Distribution Date, Holders of the Class R Certificates shall receive
distributions of any amounts remaining in the 360 Rosemary REMIC Distribution Account in respect of the 360 Rosemary Residual
Interest after all payments have been made to the Certificate Administrator as the holder of the 360 Rosemary Regular Interests
in accordance with Section 4.01(a)(iv) and the last paragraph of Section 4.01(d).


 


(b)         On each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier REMIC Distribution Account the amounts
on deposit in the Upper-Tier REMIC Distribution Account in respect of interest, principal and reimbursement of applicable Realized
Losses, to the extent of Non-Uncertificated VRR Retained Pooled Available Funds on deposit therein, and distribute such amounts
to the Holders of each Class of Non-Uncertificated VRR Retained Pooled Regular Certificates


 






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and to the Holders of the Class R
Certificates in the amounts and in the order of priority set forth below:


 


(i)             
First, to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H and Class X-J Certificates, in respect of
interest, up to an amount equal to, and pro rata in accordance with, the respective Interest Distribution Amounts of those
Classes;


 


(ii)            
Second, to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB
Certificates, in reduction of the respective Certificate Balances thereof in the following priority (subject to the penultimate
paragraph of this Section 4.01(b)):


 


(A)            
to the Holders of the Class A-AB Certificates, in reduction of the related Certificate Balance, up to an amount equal to
the Principal Distribution Amount for such Distribution Date, until the related Certificate Balance is reduced to the Class A-AB
Scheduled Principal Balance with respect to such Distribution Date;


 


(B)             
to the Holders of the Class A-1 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the
Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant
to subclause (A) above, until the related Certificate Balance is reduced to zero;


 


(C)             
to the Holders of the Class A-2 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the
Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant
to subclauses (A) and (B) above, until the related Certificate Balance is reduced to zero;


 


(D)            
to the Holders of the Class A-3 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the
Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant
to subclauses (A) through (C) above, until the related Certificate Balance is reduced to zero;


 


(E)             
to the Holders of the Class A-4 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to
subclauses (A) through (D) above, until the related Certificate Balance is reduced to zero;


 


(F)           
to the Holders of the Class A-5 Certificates, in reduction of the related Certificate Balance, up to an amount equal to the
Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant
to subclauses (A)


 






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through (E) above, until the related Certificate Balance is reduced to zero; and


 


(G)            
to the Holders of the Class A-AB Certificates, in reduction of the related Certificate Balance, up to an amount equal to
the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed
pursuant to subclauses (A) through (F) above, until the related Certificate Balance is reduced to zero;


 


(iii)            
Third, to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB
Certificates, up to an amount equal to, and pro rata based upon, the aggregate unreimbursed Realized Losses previously
allocated to each such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly from the date
each 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 of that Class;


 


(v)           
Fifth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB
Certificates have been reduced to zero, to the Holders of the Class A-S Certificates, in reduction of the related Certificate
Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal
Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;


 


(vi)            
Sixth, to the Holders of the Class A-S Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly
from the date each 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 of that Class;


 


(viii)        
Eighth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB
and Class A-S Certificates have been reduced to zero, to the Holders of the Class B Certificates, in reduction of the
related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion
of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced
to zero;


 


(ix)            
Ninth, to the Holders of the Class B Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such


 






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Class compounded monthly
from the date each 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 of that Class;


 


(xi)            
Eleventh, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class A-S and Class B Certificates have been reduced to zero, to the Holders of the Class C Certificates, in reduction
of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less
the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance
is reduced to zero;


 


(xii)          
Twelfth, to the Holders of the Class C Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly
from the date each 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 of that Class;


 


(xiv)        
Fourteenth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class A-S, Class B and Class C Certificates have been reduced to zero, to the Holders of the Class D
Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for
such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until
the related Certificate Balance is reduced to zero;


 


(xv)          
Fifteenth, to the Holders of the Class D Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly
from the date each 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 of that Class;


 


(xvii)       
Seventeenth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class A-S, 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 related Certificate Balance, up to an amount equal to the Principal Distribution
Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses,
until the related Certificate Balance is reduced to zero;


 






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(xviii)      
Eighteenth, to the Holders of the Class E Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly
from the date each 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 of that Class;


 


(xx)          
Twentieth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class A-S, 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 related Certificate Balance, up to an amount equal to the Principal
Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to
all prior clauses, until the related Certificate Balance is reduced to zero;


 


(xxi)        
Twenty-First, to the Holders of the Class F Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly
from the date each 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 of that Class;


 


(xxiii)    
Twenty-Third, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class A-S, 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 related Certificate Balance, up to an amount equal to
the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed
pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;


 


(xxiv)    
Twenty-Fourth, to the Holders of the Class G Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly
from the date each 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 of that Class;


 


(xxvi)    
Twenty-Sixth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class A-S, 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 related Certificate Balance, up to an amount
equal to the Principal Distribution Amount for


 






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such Distribution Date, less the portion of such Principal Distribution Amount
distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;


 


(xxvii)  
Twenty-Seventh, to the Holders of the Class H Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly
from the date each related Realized Loss was allocated to such Class;


 


(xxviii)
  Twenty-Eighth, to the Holders of the Class J Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of that Class;


 


(xxix)    
Twenty-Ninth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class A-S, 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 Certificates, in reduction of the related Certificate Balance, up to
an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution
Amount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;


 


(xxx)      
Thirtieth, to the Holders of the Class J Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly
from the date each related Realized Loss was allocated to such Class; and


 


(xxxi)    
 Last, to the Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest, in the amount of
any remaining portion of the Non-Uncertificated VRR Retained Pooled Available Funds for such Distribution Date on deposit in the
Upper-Tier REMIC Distribution Account.


 


Notwithstanding
the foregoing, on each Distribution Date occurring on and after the Cross-Over Date, in place of the allocation of principal payments
described in clause (ii) above, remaining Non-Uncertificated VRR Retained Pooled Available Funds at such level shall be distributed
up to an amount equal to the Principal Distribution Amount for such Distribution Date to the respective Holders of Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB Certificates, pro rata, based on their respective
Certificate Balances, in reduction of their respective Certificate Balances (and the schedule for the Class A-AB principal
distributions shall be disregarded). Any remaining Non-Uncertificated VRR Retained Pooled Available Funds will then be allocated
as provided in clauses (iii) through (xxxi) above.


 


All
distributions of interest made in respect of a Class of the Pooled Class X Certificates on any Distribution Date pursuant
to this Section 4.01(b), shall be deemed to have been made: (x) if there is only one Component of such Class,
in respect of such Component; and (y) if there are multiple Components of such Class, in respect of all such Components,
pro rata in


 






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accordance with the respective amounts of interest that would be payable on such Components on such Distribution
Date based on one-twelfth of the Class X Strip Rate of each such Component multiplied by its respective Component Notional
Amount, reduced by its share of any Excess Prepayment Interest Shortfall with respect to the Mortgage Pool for such Distribution
Date, together with any amounts thereof remaining unpaid from previous Distribution Dates.


 


(c)           On each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier REMIC Distribution Account the amounts
on deposit therein, to the extent of the Combined Uncertificated VRR Available Funds for such Distribution Date, and shall distribute
such amounts to the Combined Uncertificated VRR Interest Owner and the Class R Certificates in accordance with the following paragraph.
In connection therewith, for federal income tax purposes, the amounts distributed with respect to the Combined Uncertificated
VRR Interest on any Distribution Date in accordance with the following paragraph shall be deemed to have first been transferred
to the Grantor Trust in respect of the Class VRR Upper-Tier Regular Interest for the following purposes and in the following order
of priority:


 


(i)             
First, to make distributions of interest on the Class VRR Upper-Tier Regular Interest, up to an amount equal to the
VRR Interest Distribution Amount for such Distribution Date;


 


(ii)           
Second, to make distributions in reduction of the Certificate Balance of the Class VRR Upper-Tier Regular Interest,
up to an amount equal to the VRR Principal Distribution Amount for such Distribution Date, until the outstanding Certificate Balance
of the Class VRR Upper-Tier Regular Interest has been reduced to zero; and


 


(iii)            
Third, to reimburse (with interest) prior write-offs of the Certificate Balance of the Class VRR Upper-Tier Regular
Interest, up to an amount equal to the unreimbursed Realized Losses previously allocated to the Class VRR Upper-Tier Regular
Interest, plus interest in an amount equal to the VRR Realized Loss Interest Distribution Amount for such Distribution Date.


 


On
each Distribution Date, the Certificate Administrator shall apply the Combined Uncertificated VRR Available Funds for such Distribution
Date to make distributions to the Combined Uncertificated VRR Interest Owner for the following purposes and in the following order
of priority:


 


(i)             
First, distributions of interest to the Combined Uncertificated VRR Interest Owner, up to an aggregate amount equal to
the VRR Interest Distribution Amount for such Distribution Date;


 


(ii)           
Second, distributions of principal to the Combined Uncertificated VRR Interest Owner, in reduction of the Combined Uncertificated
VRR Interest Balance thereof, up to an amount equal to the VRR Principal Distribution Amount for such Distribution Date, until
the Combined Uncertificated VRR Interest Balance has been reduced to zero; and


 






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(iii)            
Third, reimbursements (with interest) of prior write-offs of the Combined Uncertificated VRR Interest Balance to the Combined
Uncertificated VRR Interest Owner, up to an amount equal to the unreimbursed Realized Losses previously allocated to the Combined
Uncertificated VRR Interest, plus interest in an aggregate amount equal to the VRR Realized Loss Interest Distribution Amount
for such Distribution Date;


 


provided
that, with respect to any Distribution Date, to the extent that the Combined Uncertificated VRR Available Funds for such Distribution
Date exceeds the distributions to the Combined Uncertificated VRR Interest Owner on such Distribution Date pursuant to the immediately
preceding clauses (i) through (iii), the Certificate Administrator shall distribute such excess to the Holders of the Class R
Certificates in respect of the Upper-Tier Residual Interest.


 


(d)           
On each Distribution Date, until the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates and
the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S,
Class B, Class C, Class D and Class E Certificates have been reduced to zero, amounts on deposit in the Upper-Tier
REMIC Distribution Account that represent the Non-Uncertificated VRR Retained Percentage of each Yield Maintenance Charge (such
portion of any Yield Maintenance Charge, a “Non-Uncertificated VRR Retained Yield Maintenance Charge”) collected
on the Mortgage Loans during the related Collection Period (or, in the case of any Outside Serviced Mortgage Loan(s), that accompanied
a Principal Prepayment included in the Aggregate Pooled Available Funds for such Distribution Date) shall be distributed by the
Certificate Administrator to the Holders of the respective Classes of Non-Uncertificated VRR Retained Pooled Regular Certificates
(excluding the Class X-F, Class X-G, Class X-H, Class X-J, Class F, Class G, Class H and Class J Certificates) as follows:
(A) first such Non-Uncertificated VRR Retained Yield Maintenance Charge shall be allocated between (i) the group (the “YM
Group A”) of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A
and Class A-S Certificates, (ii) the group (the “YM Group BC”) of the Class X-B, Class B
and Class C Certificates, and (iii) the group (the “YM Group DE” and, collectively with the YM Group A
and the YM Group BC, the “YM Groups”) of the Class X-D, Class D and Class E Certificates, pro
rata based on the aggregate amount of principal distributed with respect to the Class or Classes of Non-Uncertificated
VRR Retained Pooled Principal Balance Certificates in each YM Group on such Distribution Date, and (B) then, the portion
of such Non-Uncertificated VRR Retained Yield Maintenance Charge allocated to each YM Group shall be further allocated as among
the Classes of Non-Uncertificated VRR Retained Pooled Regular Certificates in such YM Group, in the following manner: (1) each
Class of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates in such YM Group shall entitle the applicable
Certificateholders to receive on the applicable Distribution Date that portion of such Non-Uncertificated VRR Retained Yield Maintenance
Charge equal to the product of (x) a fraction, the numerator of which is the amount distributed as principal to such Class of
Non-Uncertificated VRR Retained Pooled Principal Balance Certificates on such Distribution Date, and the denominator of which
is the total amount of principal distributed to all of the Non-Uncertificated VRR Retained Pooled Principal Balance Certificates
in such YM Group on such Distribution Date, (y) the Base Interest Fraction for the related Principal Prepayment and such
Class of Non-Uncertificated VRR


 






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Retained Pooled Principal Balance Certificates and (z) the portion of such Non-Uncertificated
VRR Retained Yield Maintenance Charge allocated to such YM Group; and (2) the portion of such Non-Uncertificated VRR Retained
Yield Maintenance Charge allocated to such YM Group on any Distribution Date and remaining after such distributions with respect
to the Non-Uncertificated VRR Retained Pooled Principal Balance Certificates contemplated by the preceding clause (1) shall
be distributed to the Class of Pooled Class X Certificates in such YM Group. If there is more than one Class of
Non-Uncertificated VRR Retained Pooled Principal Balance Certificates in any YM Group entitled to distributions of principal on
any particular Distribution Date on which Non-Uncertificated VRR Retained Yield Maintenance Charges collected on the Mortgage
Loans are distributable to such Classes, then the aggregate portion of such Non-Uncertificated VRR Retained Yield Maintenance
Charges allocated to such YM Group shall be allocated among all such Classes of Non-Uncertificated VRR Retained Pooled Principal
Balance Certificates up to, and on a pro rata basis in accordance with, their respective entitlements in those Non-Uncertificated
VRR Retained Yield Maintenance Charges in accordance with the preceding sentence.


 


Notwithstanding
the foregoing provisions of this Section 4.01(d), on each Distribution Date after the Class X-A Notional Amount,
the Class X-B Notional Amount and the Class X-D Notional Amount and the Certificate Balances of the Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D
and Class E Certificates have been reduced to zero, all amounts on deposit in the Upper-Tier REMIC Distribution Account that
represent Non-Uncertificated VRR Retained Yield Maintenance Charges collected on the Mortgage Loans during the related Collection
Period (or, in the case of any Outside Serviced Mortgage Loan(s), that accompanied a Principal Prepayment included in the Aggregate
Pooled Available Funds for such Distribution Date) shall be distributed by the Certificate Administrator to the Holders of the
Class F, Class G, Class H and Class J Certificates (collectively, the “Subordinate YM Certificates”) as follows:
each such Class of Subordinate YM Certificates shall entitle the applicable Certificateholders to receive on the applicable
Distribution Date that portion of such Non-Uncertificated VRR Retained Yield Maintenance Charge equal to the product of (x) a
fraction, the numerator of which is the amount distributed as principal to such Class of Subordinate YM Certificates on such
Distribution Date, and the denominator of which is the total amount of principal distributed to all of the Subordinate YM Certificates
on such Distribution Date, multiplied by (y) the total amount of Non-Uncertificated VRR Retained Yield Maintenance Charges
to be distributed on such Distribution Date. If there is more than one Class of Subordinate YM Certificates entitled to distributions
of principal on any particular Distribution Date on which the Non-Uncertificated VRR Retained Yield Maintenance Charges are distributable
to such Classes, then the aggregate amount of such Non-Uncertificated VRR Retained Yield Maintenance Charges shall be allocated
among all such Classes of Subordinate YM Certificates entitled to distributions of principal up to, and on a pro rata basis
in accordance with, their respective entitlements in those Non-Uncertificated VRR Retained Yield Maintenance Charges in accordance
with the preceding sentence of this paragraph.


 


On
each Distribution Date, amounts on deposit in the Upper-Tier REMIC Distribution Account that represent the Uncertificated VRR
Retained Percentage of each Yield Maintenance Charge collected on the Mortgage Loans during the related Collection Period (or,
in the case of any Outside Serviced Mortgage Loan(s), that accompanied a Principal Prepayment


 






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included in the Aggregate Pooled
Available Funds for such Distribution Date) shall be distributed by the Certificate Administrator to the Combined Uncertificated
VRR Interest Owner, with such distribution to be deemed made through the Grantor Trust.


 


On
any Distribution Date, any Yield Maintenance Charges collected in respect of the 111 River Street Trust Subordinate Companion
Loan during the related Collection Period shall be distributed by the Certificate Administrator to the Holders of the 111 River
Street Loan-Specific Certificates in the following manner: (a) to the Holders of each Class of the 111 River Street Non-VRR Certificates
in an amount equal to the product of (i) a fraction, not greater than one, the numerator of which is the amount of principal distributed
to such Class of the 111 River Street Non-VRR Certificates on such Distribution Date and the denominator of which is the
total amount of principal distributed to the Holders of all the 111 River Street Non-VRR Certificates on such Distribution Date,
(ii) the 111 River Street Base Interest Fraction for the related Principal Prepayment and such Class of 111 River Street Non-VRR
Certificates and (iii) the 111-Non-VRR Percentage of such Yield Maintenance Charge; and (b) to the 111RR Interest Owner, the 111-VRR
Percentage of such Yield Maintenance Charges.


 


On
any Distribution Date, any Yield Maintenance Charges collected in respect of the 360 Rosemary Trust Subordinate Companion Loan
during the related Collection Period shall be distributed by the Certificate Administrator to the Holders of the 360 Rosemary
Loan-Specific Principal Balance Certificates in the following manner: to the Holders of each Class of the 360 Rosemary Loan-Specific
Principal Balance Certificates in an amount equal to the product of (x) a fraction, the numerator of which is the amount of principal
distributed to such Class of the 360 Rosemary Loan-Specific Principal Balance Certificates on such Distribution Date and
the denominator of which is the total amount of principal distributed to the Holders of all of the 360 Rosemary Loan-Specific
Principal Balance Certificates on such Distribution Date; and (y) and the 360 Rosemary Base Interest Fraction for the related
principal prepayment and such Class of 360 Rosemary Principal Balance Loan Specific Certificates; and (z) the amount of such Yield
Maintenance Charge. Any Yield Maintenance Charges collected in respect of the 360 Rosemary Trust Subordinate Companion Loan in
connection with principal prepayments, voluntary or involuntary, that are part of the 360 Rosemary Available Funds for any Distribution
Date, to the extent remaining after the distributions described in the immediately preceding sentence (the “360 Rosemary
IO Group YM Distribution Amount”), shall be allocated and distributed on such Distribution Date to the Holders of the
Class 360X Certificates.


 


Any
portion of a Yield Maintenance Charge that is distributed to Holders of the Non-Uncertificated VRR Retained Pooled Regular Certificates
on any Distribution Date shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect
of the Lower-Tier Regular Interests (exclusive of the Class LVRR Lower-Tier Regular Interest) then receiving a principal
distribution, pro rata, based on the respective amounts of those principal distributions. Any portion of a Yield Maintenance
Charge that is distributed to the Holders of the Class VRR Certificates and the Combined Uncertificated VRR Interest Owner on
any Distribution Date shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect
of the Class LVRR Lower-Tier Regular Interest, and then from the Upper-Tier REMIC to the Grantor Trust in respect of the
Class VRR Upper-Tier Regular Interest. Any portion of a Yield Maintenance Charge that is distributed to Holders of any Class of
360 Rosemary Loan-Specific Certificates on any Distribution Date shall be deemed to have first


 






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been distributed from the 360 Rosemary
REMIC to the Upper-Tier REMIC in respect of its Corresponding 360 Rosemary Regular Interest set forth in the Preliminary Statement
hereto. Any portion of a Yield Maintenance Charge that is distributed to Holders of any Class of 111 River Street Loan-Specific
Certificates on any Distribution Date shall be deemed to have first been distributed from the 111 River Street REMIC to the Upper-Tier
REMIC in respect of its Corresponding 111 River Street Regular Interest set forth in the Preliminary Statement hereto.


 


(e)            
On each Master Servicer Remittance Date, the Certificate Administrator shall determine if the Non-Uncertificated VRR Retained
Pooled Available Funds for such Distribution Date (determined without regard to the inclusion of any Excess Liquidation Proceeds
therein) would be sufficient to pay all interest and principal due and owing to, and to reimburse (with interest thereon) all
previously allocated applicable Realized Losses reimbursable to, the Holders of the Non-Uncertificated VRR Retained Pooled Regular
Certificates on such Distribution Date pursuant to Section 4.01(b). If the Certificate Administrator determines that
such Non-Uncertificated VRR Retained Pooled Available Funds (as so determined) would not be sufficient to make such payments and
reimbursements, then the Certificate Administrator shall withdraw from the Excess Liquidation Proceeds Reserve Account and deposit
in the Lower-Tier REMIC Distribution Account on the applicable Master Servicer Remittance Date an amount (to be included in the
Aggregate Pooled Available Funds for the related Distribution Date for allocation between the Combined Uncertificated VRR Interest
and the Non-Uncertificated VRR Retained Pooled Regular Certificates) equal to the lesser of (i) all amounts then on deposit in
the Excess Liquidation Proceeds Reserve Account and (ii) the sum of (A) the amount of the applicable insufficiency in such Non-Uncertificated
VRR Retained Pooled Available Funds and (B) the Combined Uncertificated VRR Allocation Percentage of the amount described in the
immediately preceding sub-clause (A). The Certificate Administrator may also withdraw funds from the Excess Liquidation Proceeds
Reserve Account in order to make distributions to the Holders of the Class R Certificates in accordance with the last sentence
of Section 3.05(c) of this Agreement.


 


(f)            
On each Distribution Date, following all distributions to be made on such date, the Certificate Balance of each Class of
Non-Uncertificated VRR Retained Pooled Principal Balance Certificates shall be reduced without distribution, as a write-off, to
the extent of any applicable Realized Loss allocated to such Class of Certificates, on such Distribution Date. On each Distribution
Date, any applicable Realized Loss with respect to the Non-Uncertificated VRR Retained Pooled Principal Balance Certificates for
such Distribution Date shall be allocated to the following Classes of Non-Uncertificated VRR Retained Pooled Principal Balance
Certificates in the following order, until the Certificate Balance of each such Class of Certificates is reduced to zero:
first, to the Class J Certificates; second, to the Class H Certificates; third, to the Class G Certificates;
fourth, to the Class F Certificates; fifth, to the Class E Certificates; sixth, to the Class D
Certificates; seventh, to the Class C Certificates; eighth, to the Class B Certificates; ninth,
to the Class A-S Certificates and, finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2
Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates, (v) Class A-5 Certificates and
(vi) Class A-AB Certificates based on their respective Certificate Balances.


 






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On
each Distribution Date, following all distributions to be made on such date, any applicable Realized Loss for such Distribution
Date shall be allocated to the Class VRR Upper-Tier Regular Interest; and, in connection therewith, the Certificate Balance of
the Class VRR Upper-Tier Regular Interest will be reduced without distribution, as a write-off, to the extent of such applicable
Realized Loss. If any applicable Realized Loss is so allocated to the Class VRR Upper-Tier Regular Interest on any Distribution
Date, then such applicable Realized Loss shall, in turn, be allocated to the Combined Uncertificated VRR Interest in reduction
of the Combined Uncertificated VRR Interest Balance of the Combined Uncertificated VRR Interest without distribution, as a write-off,
to the extent of such applicable Realized Loss until the Combined Uncertificated VRR Interest Balance is reduced to zero.


 


On
each Distribution Date, following the deemed distributions of principal or in reimbursement (with interest) of previously allocated
applicable Realized Losses deemed made in respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a)(ii),
the Lower-Tier Principal Balance of each Lower-Tier Regular Interest (after taking account of such deemed distributions) shall
be deemed reduced as a result of applicable Realized Losses, to equal the Certificate Balance of its Corresponding Certificates
(or, in the case of the Class LVRR Lower Tier Regular Interest, the Certificate Balance of the Class VRR Upper Tier Regular Interest)
that will be outstanding immediately following such Distribution Date.


 


The
Notional Amount of the Class X-A Certificates and the Component Notional Amounts of the Class X-A Components will be
reduced to reflect reductions of the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB and Class A-S Certificates and of the Lower-Tier Principal Balances of the Class LA-1, Class LA-2,
Class LA-3, Class LA-4, Class LA-5, Class LA-AB and Class LA-S Lower-Tier Regular Interests, in any event
resulting from allocations of applicable Realized Losses. The Notional Amount of the Class X-B Certificates and the Component
Notional Amounts of the Class X-B Components will be reduced to reflect reductions of the Certificate Balances of the Class B
and Class C Certificates and of the Lower-Tier Principal Balances of the Class LB and Class LC Lower-Tier Regular
Interests, in any event resulting from allocations of applicable Realized Losses. The Notional Amount of the Class X-D Certificates
and the Component Notional Amounts of the Class X-D Components will be reduced to reflect reductions of the Certificate Balances
of the Class D and Class E Certificates and of the Lower-Tier Principal Balances of the Class LD and Class LE
Lower-Tier Regular Interests, in any event resulting from allocations of applicable Realized Losses. The Notional Amount of the
Class X-F Certificates and the Component Notional Amount of the Class X-F Component will be reduced to reflect reductions of the
Certificate Balance of the Class F Certificates and of the Lower-Tier Principal Balance of the Class LF Lower-Tier Regular Interest,
in any event resulting from allocations of applicable Realized Losses. The Notional Amount of the Class X-G Certificates and the
Component Notional Amount of the Class X-G Component will be reduced to reflect reductions of the Certificate Balance of the Class
G Certificates and of the Lower Tier Principal Balance of the Class LG Lower-Tier Regular Interest, in any event resulting from
allocations of applicable Realized Losses. The Notional Amount of the Class X-H Certificates and the Component Notional Amount
of the Class X-H Component will be reduced to reflect reductions of the Certificate Balance of the Class H Certificates and of
the Lower-Tier Principal Balance of the Class LH Lower-Tier Regular Interest, in any event resulting from allocations of applicable
Realized Losses. The Notional Amount of the Class X-J Certificates and the Component Notional Amount of the Class X-J Component
will be reduced to reflect reductions


 






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of the Certificate Balance of the Class J Certificates and of the Lower-Tier Principal Balance
of the Class LJ Lower-Tier Regular Interest, in any event resulting from allocations of applicable Realized Losses.


 


The
Certificate Balance of each Class of 111 River Street Non-VRR Certificates shall be reduced without distribution on any Distribution
Date, as a write off, to the extent of any applicable 111 River Street Realized Loss allocated to such Class of Certificates,
on such Distribution Date. On each Distribution Date, any 111 River Street Realized Loss with respect to the 111 River Street
Non-VRR Certificates for such Distribution Date shall be allocated to the respective Classes of 111 River Street Non-VRR Certificates
in the following order, until the Certificate Balance of each such Class of Certificates is reduced to zero: first, to
the Class 111E Certificates; second, to the Class 111D Certificates; third, to the Class 111C Certificates;
fourth, to the Class 111B Certificates; and fifth to the Class 111A Certificates,


 


On
each Distribution Date, any 111RR Realized Loss with respect to the 111RR Interest for such Distribution Date shall be allocated
to the 111RR Interest; and, in connection therewith, the Certificate Balance of the 111RR Interest shall be reduced without distribution,
as a write off, to the extent of such 111RR Realized Loss.


 


On
each Distribution Date, following the deemed distributions of principal or in reimbursement (with interest) of previously allocated
applicable Realized Losses deemed made in respect of the 111 River Street Regular Interests pursuant to Section 4.01(a)(iii),
the 111 River Street Principal Balance of each 111 River Street Regular Interest (after taking account of such deemed distributions)
shall be deemed reduced as a result of applicable Realized Losses allocated to its Corresponding Certificates, to equal the Certificate
Balance of its Corresponding Certificates that will be outstanding immediately following such Distribution Date.


 


The
Certificate Balance of each Class of 360 Rosemary Loan Specific Principal Balance Certificates shall be reduced without distribution
on any Distribution Date, as a write off, to the extent of any applicable Realized Loss allocated to such Class of Certificates,
on such Distribution Date. On each Distribution Date, any Realized Loss with respect to the 360 Rosemary Loan Specific Principal
Balance Certificates for such Distribution Date shall be allocated to the following Classes of 360 Rosemary Loan Specific Principal
Balance Certificates in the following order, until the Certificate Balance of each such Class of Certificates is reduced to zero:
first, to the Class 360RR Certificates; second, to the Class 360E Certificates; third, to the Class 360D
Certificates; fourth, to the Class 360C Certificates; fifth, to the Class 360B Certificates; and sixth, to
the Class 360A Certificates.


 


On
each Distribution Date, following the deemed distributions of principal or in reimbursement (with interest) of previously allocated
applicable Realized Losses deemed made in respect of the 360 Rosemary Regular Interests pursuant to Section 4.01(a)(iv),
the 360 Rosemary Principal Balance of each 360 Rosemary Regular Interest (after taking account of such deemed distributions) shall
be deemed reduced as a result of applicable Realized Losses allocated to its Corresponding Certificates, to equal the Certificate
Balance of its Corresponding Certificates that will be outstanding immediately following such Distribution Date.


 






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The
Notional Amount of the Class 360X Certificates and the Component Notional Amounts of the Class 360X Components will be reduced
to reflect reductions of the Certificate Balances of the Class 360A Certificates and of the 360 Rosemary Principal Balances of
the Class L360A 360 Rosemary Regular Interest, in any event resulting from allocations of applicable Realized Losses


 


(g)           
Distributions in reimbursement of applicable Realized Losses previously allocated to the respective Classes of the Non-Uncertificated
VRR Retained Pooled Principal Balance Certificates and deemed distributions in reimbursement of applicable Realized Losses previously
allocated to the Class VRR Upper-Tier Regular Interest shall be made in the amounts and manner specified in Section 4.01(b)
or Section 4.01(c), as applicable. If and to the extent that any Nonrecoverable Advances (plus interest thereon)
that were reimbursed from principal collections on the Mortgage Loans (including REO Mortgage Loans) and previously resulted in
a reduction of the Aggregate Principal Distribution Amount are subsequently recovered on the related Mortgage Loan or REO Property,
then (on the Distribution Date related to the Collection Period during which the recovery occurred): (i) the Non-Uncertificated
VRR Retained Percentage of the amount of such recovery will be added to the Certificate Balance(s) of the Class or Classes
of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates that previously were allocated applicable Realized Losses,
in the same sequential order as distributions pursuant to Section 4.01(b) of this Agreement, in each case up to the
lesser of (A) the unallocated portion of the Non-Uncertificated VRR Retained Percentage of the amount of such recovery and (B)
the amount of the unreimbursed Realized Losses previously allocated to the subject Class of Non-Uncertificated VRR Retained
Pooled Principal Balance Certificates, and the Interest Shortfall with respect to each affected Class of Non-Uncertificated
VRR Retained Pooled Regular Certificates for the next Distribution Date will be increased by the aggregate amount of interest
that would have accrued through the then current Distribution Date if the restored write-down for such reimbursed Class of
Non-Uncertificated VRR Retained Pooled Principal Balance Certificates had never been written down; and (ii) the Uncertificated
VRR Retained Percentage of the amount of such recovery will be added to the Certificate Balance of the Class VRR Upper-Tier
Regular Interest (and, accordingly, to the Combined Uncertificated VRR Interest Balance of the Combined Uncertificated VRR Interest)
up to the lesser of (A) the Uncertificated VRR Retained Percentage of the amount of such recovery and (B) the amount of the unreimbursed
applicable Realized Losses previously allocated to the Class VRR Upper-Tier Regular Interest (and, accordingly, the Combined
Uncertificated VRR Interest), and the interest payable on the Class VRR Upper-Tier Regular Interest (and, accordingly, the
Combined Uncertificated VRR Interest) will be deemed increased by the Combined Uncertificated VRR Allocation Percentage of any
contemporaneous increases in interest payable on the Non-Uncertificated VRR Retained Pooled Regular Certificates pursuant to clause (i)
of this sentence (which such increase shall accordingly be allocated to the Combined Uncertificated VRR Interest). To the extent
that the Certificate Balance of, and/or any interest payable on, any Class of Non-Uncertificated VRR Retained Pooled Regular
Certificates or any Component thereof or the Class VRR Upper-Tier Regular Interest is so increased or deemed increased, an
identical increase shall be deemed made to the Lower-Tier Principal Balance of, and any interest payable on, the Corresponding
Lower-Tier Regular Interest. If the Certificate Balance of the Class VRR Upper-Tier


 






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Regular Interest is increased as contemplated
above in this paragraph, then the Combined Uncertificated VRR Interest Balance of the Combined Uncertificated VRR Interest shall
be increased by such increase in the Certificate Balance of the Class VRR Upper-Tier Regular Interest. If the Certificate Balance
of any Class of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates or the Class VRR Upper-Tier Regular Interest
(or the Combined Uncertificated VRR Interest Balance of the Combined Uncertificated VRR Interest or the Lower-Tier Principal Balance
of any Lower-Tier Regular Interest) is so increased, the amount of unreimbursed applicable Realized Losses in respect of such
Class of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates or the Class VRR Upper-Tier Regular Interest (or
the Combined Uncertificated VRR Interest or such Lower-Tier Regular Interest), as the case may be, shall be decreased by such
amount, and any interest accrued on the amount of unreimbursed applicable Realized Losses so decreased shall be deemed not to
exist.


 


Distributions
in reimbursement of 111 River Street Realized Losses previously allocated to the respective Classes of the 111 River Street Non-VRR
Certificates and distributions in reimbursement of 111RR Realized Losses previously allocated to the 111RR Interest shall be made
in the amounts and manner specified in Section 4.01(m) or Section 4.01(n), as applicable. If and to the extent that
any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the Trust Subordinate Companion
Loan and previously resulted in a reduction of the 111 River Street Principal Distribution Amount are subsequently recovered on
the Trust Subordinate Companion Loan or related REO Property, then (on the Distribution Date related to the Collection Period
during which the recovery occurred): (i) the 111-Non-VRR Percentage of the amount of such recovery will be added to the Certificate
Balance(s) of the Class or Classes of 111 River Street Non-VRR Certificates that previously were allocated 111 River Street Realized
Losses, in the same sequential order as distributions pursuant to Section 4.01(m) of this Agreement, in each case up to
the lesser of (A) the unallocated portion of the 111-Non-VRR Percentage of the amount of such recovery and (B) the amount of the
unreimbursed 111 River Street Realized Losses previously allocated to the subject Class of 111 River Street Non-VRR Certificates,
and the 111 River Street Interest Shortfall with respect to each affected Class of 111 River Street Non-VRR Certificates for the
next Distribution Date shall be increased by the aggregate amount of interest that would have accrued through the then current
Distribution Date if the restored write down for such reimbursed Class of 111 River Street Non-VRR Certificates had never been
written down; and (ii) the 111-VRR Percentage of the amount of such recovery will be added to the Certificate Balance of the 111RR
Interest up to the lesser of (A) the 111-VRR Percentage of the amount of such recovery and (B) the amount of the unreimbursed
111RR Realized Losses previously allocated to the 111RR Interest and the interest payable on the 111RR Interest will be deemed
increased by the 111RR Allocation Percentage of any contemporaneous increases in interest payable on the 111 River Street Non-VRR
Certificates pursuant to clause (i) of this sentence. To the extent that the Certificate Balance of, and/or any interest payable
on, any Class of 111 River Street Non-VRR Certificates or the 111RR Interest is so increased or deemed increased, an identical
increase shall be deemed made to the 111 River Street Principal Balance of, and any interest payable on, the Corresponding 111
River Street Regular Interest. If the Certificate Balance of any Class of 111 River Street Non-VRR Certificates or the 111RR Interest
(or the 111 River Street Principal Balance of any 111 River Street Regular Interest) is so increased, the amount of unreimbursed
applicable Realized Losses in respect of such Class of 111 River Street Non-VRR Certificates or the 111RR Interest (or such 111
River Street Regular Interest), as


 






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the case may be, shall be decreased by such amount, and any interest accrued on the amount
of such unreimbursed applicable Realized Losses so decreased shall be deemed not to exist.


 


Distributions
in reimbursement of Realized Losses previously allocated to the respective Classes of the 360 Rosemary Loan-Specific Principal
Balance Certificates shall be made in the amounts and manner specified in Section 4.01(o). If and to the extent that any
Nonrecoverable Advances (plus interest on such Nonrecoverable Advances) that were reimbursed from principal collections on the
360 Rosemary Trust Subordinate Companion Loan (including any successor REO Companion Loan with respect thereto) and previously
resulted in a reduction of the 360 Rosemary Principal Distribution Amount are subsequently recovered on the 360 Rosemary Trust
Subordinate Companion Loan or related REO Property, then (on the Distribution Date related to the Collection Period during which
the recovery occurred): (i) the amount of such recovery shall be added to the Certificate Balance(s) of the Class or Classes of
360 Rosemary Loan-Specific Principal Balance Certificates that previously were allocated applicable Realized Losses, in the same
sequential order as distributions pursuant to Section 4.01(o) of this Agreement, in each case up to the lesser of (A) the
unallocated portion of the amount of such recovery and (B) the amount of the unreimbursed applicable Realized Losses previously
allocated to the subject Class of 360 Rosemary Loan-Specific Principal Balance Certificates, and (ii) the 360 Rosemary Interest
Shortfall with respect to each affected Class of 360 Rosemary Loan-Specific Certificates for the next Distribution Date shall
be increased by the amount of interest that would have accrued through the then current Distribution Date if the restored write
down for the reimbursed Class of 360 Rosemary Loan-Specific Certificates had never been written down. To the extent that the Certificate
Balance of, and/or any interest payable on, any Class of 360 Rosemary Loan-Specific Certificates or any Component thereof is so
increased or deemed increased, an identical increase shall be deemed made to the 360 Rosemary Principal Balance of, and any interest
payable on, the Corresponding 360 Rosemary Regular Interest. If the Certificate Balance of any Class of 360 Rosemary Loan-Specific
Certificates (or the 360 Rosemary Principal Balance of any 360 Rosemary Regular Interest) is increased as contemplated above in
this paragraph, then the amount of unreimbursed applicable Realized Losses in respect of such Class of 360 Rosemary Loan-Specific
Certificates (or such 360 Rosemary Regular Interest) shall be decreased by such amount, and any interest accrued on the amount
of such unreimbursed applicable Realized Losses so decreased shall be deemed not to exist.


 


(h)           
All amounts distributable, or reductions allocable on account of applicable Realized Losses, to a Class of Certificates pursuant
to this Section 4.01 on each Distribution Date shall be allocated pro rata among the outstanding Certificates in
each such Class based on their respective Percentage Interests. All distributions on each Class of Certificates or the Uncertificated
Interests pursuant to this Section 4.01 shall be made by the Certificate Administrator on each Distribution Date other
than the Termination Date to each Certificateholder or Uncertificated Interest Owner of record at the close of business on the
related Record Date by wire transfer of immediately available funds to the account of such Certificateholder or Uncertificated
Interest Owner at a bank or other entity located in the United States and having appropriate facilities to accept such funds,
if such Certificateholder or Uncertificated Interest Owner has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such


 






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Certificateholder or Uncertificated Interest
Owner. The final distribution on each Certificate or Uncertificated Interest shall be made in like manner, but in the case of
a Certificate, only upon presentation and surrender of such Certificate, and in the case of an Uncertificated Interest, only upon
delivery of a written instrument acknowledging surrender of and final distribution on such Uncertificated Interest, at the office
of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders or the Uncertificated Interest Owners, as applicable, of the pendency of the final
distribution. The Certificate Administrator shall be responsible for making all distributions on the Certificates and the Uncertificated
Interests contemplated hereunder.


 


(i)          Except as otherwise provided in Section 9.01 with respect to an Anticipated Termination Date, the Certificate Administrator
shall, no later than the fifteenth day of the month preceding the month in which the final distribution with respect to any Class of
Certificates or any Uncertificated Interest is expected to be made (or, if the Certificate Administrator has not received notice
of such Anticipated Termination Date by such time, promptly following the Certificate Administrator’s receipt of such notice),
mail to each Holder of such Class of Certificates and each related Uncertificated Interest Owner, on such date a notice to
the effect that:


 


(i)          the Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution
with respect to such Class of Certificates or such Uncertificated Interest will be made on such Distribution Date, but in
the case of Certificates only upon presentation and surrender of such Certificates, and in the case of an Uncertificated Interest,
only upon delivery of a written instrument acknowledging surrender of and final distribution on such Uncertificated Interest,
at the office of the Certificate Administrator therein specified, and


 


(ii)         if such final distribution is made on such Distribution Date, no interest shall accrue on such Class of Certificates, such
Uncertificated Interest or the Class VRR Upper-Tier Regular Interest, or on the Corresponding Lower-Tier Regular Interest, Corresponding
360 Rosemary Regular Interest or Corresponding 111 River Street Regular Interest, as applicable, from and after such Distribution
Date; provided, however, that the Class R Certificates shall remain outstanding until there is no other Class of
Certificates outstanding.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class or to any Uncertificated Interest Owner on such Distribution
Date because of the failure of such Holder or Holders to tender their Certificates or the failure of such Uncertificated Interest
Owner to deliver the instrument contemplated in clause (i) of the first paragraph of this Section 4.01(i) shall, on such
date, be set aside and held in trust for the benefit of the appropriate non-tendering Holder or Holders or Uncertificated Interest
Owner(s). If any Certificates or Uncertificated Interest as to which notice has been given pursuant to this Section 4.01(i) 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 or Uncertificated Interest Owner(s) to surrender
their Certificates or


 






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Uncertificated Interest(s) for cancellation to receive the final distribution with respect thereto. If within
one year after the second notice not all of such Certificates and Uncertificated Interest(s) shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders or Uncertificated Interest Owner(s) concerning surrender of their Certificates or Uncertificated Interest(s).
The costs and expenses of holding such funds in trust and of contacting such Certificateholders or Uncertificated Interest Owner(s)
shall be paid out of such funds. Subject to applicable state law with respect to escheatment of funds, if within two years after
the second notice any such Certificates or Uncertificated Interest(s) shall not have been surrendered for cancellation, the Paying
Agent shall pay to the Certificate Administrator all amounts distributable to the Holders thereof or the Uncertificated Interest
Owner(s), as applicable, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders
or Uncertificated Interest Owner(s) until the earlier of (i) its termination as Certificate Administrator hereunder and the
transfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund and distribution
of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to any Certificateholder or any
Uncertificated Interest Owner on any amount held in trust hereunder or by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) or such Uncertificated Interest Owner’s failure to surrender its Uncertificated
Interest, as applicable, for final payment thereof in accordance with this Section 4.01(i). Any funds not distributed
on such Distribution Date shall be set aside and held uninvested in trust for the benefit of Certificateholders or Uncertificated
Interest Owner(s) not presenting and surrendering their Certificates or Uncertificated Interest(s), as applicable, in the aforesaid
manner.


 


(j)          The Non-Uncertificated VRR Retained Percentage of the Excess Prepayment Interest Shortfall, if any, with respect to the Mortgage
Pool for each Distribution Date will be allocated among the various Classes of Non-Uncertificated VRR Retained Pooled Regular
Certificates, pro rata, based upon the respective Interest Accrual Amounts with respect to such Classes of Non-Uncertificated
VRR Retained Pooled Regular Certificates for such Distribution Date, and the Uncertificated VRR Retained Percentage of the Excess
Prepayment Interest Shortfall, if any, for each Distribution Date will be deemed allocated to the Class VRR Upper-Tier Regular
Interest (and, accordingly, the Combined Uncertificated VRR Interest; and will, in turn, be deemed allocated to the Combined Uncertificated
VRR Interest). The portion of any Excess Prepayment Interest Shortfall for any Distribution Date so allocable to a Class of
Pooled Class X Certificates shall, in turn, be allocated among the various Components of such Class of Pooled Class X
Certificates, pro rata, based upon the respective amounts of Accrued Component Interest with respect to such Components
for such Distribution Date. The portion of any Excess Prepayment Interest Shortfall for any Distribution Date so allocated to
any Class of Non-Uncertificated VRR Retained Pooled Principal Balance Certificates, the Class VRR Upper-Tier Regular
Interest or any Component of a Class of Pooled Class X Certificates shall be deemed to have first been allocated to
the Corresponding Lower-Tier Regular Interest for such Class of Non-Uncertificated VRR Retained Pooled Principal Balance
Certificates, the Class VRR Upper-Tier Regular Interest or such Component, as applicable.


 


The
111-Non-VRR Percentage of the Excess Prepayment Interest Shortfall, if any, with respect to the 111 River Street Trust Subordinate
Companion Loan for each Distribution Date will


 






    - 379 -


     


    

be allocated among the various Classes of 111 River Street Non-VRR Certificates,
pro rata, based upon the respective 111 River Street Interest Accrual Amounts with respect to such Classes of 111 River Street
Non-VRR Certificates for such Distribution Date, and the 111-VRR Percentage of any such Excess Prepayment Interest Shortfall,
if any, for each Distribution Date shall be deemed allocated to the 111RR Interest. The portion of any Excess Prepayment Interest
Shortfall with respect to the 111 River Street Trust Subordinate Companion Loan for any Distribution Date so allocated to any
Class of 111 River Street Non-VRR Certificates or the 111RR Interest shall be deemed to have first been allocated to the Corresponding
111 River Street Regular Interest for such Class of 111 River Street Non-VRR Certificates or the 111RR Interest, as applicable.


 


The
Excess Prepayment Interest Shortfall, if any, with respect to the 360 Rosemary Trust Subordinate Companion Loan for each Distribution
Date will be allocated among the various Classes of 360 Rosemary Loan-Specific Certificates, pro rata, based upon the respective
360 Rosemary Interest Accrual Amounts with respect to such Classes of 360 Rosemary Loan-Specific Certificates for such Distribution
Date. The portion of any Excess Prepayment Interest Shortfall for any Distribution Date so allocable to the Class 360X Certificates
shall, in turn, be allocated among the various Components of the Class 360X Certificates, pro rata, based upon the respective
amounts of Accrued Component Interest with respect to such Components for such Distribution Date. The portion of any Excess Prepayment
Interest Shortfall with respect to the 360 Rosemary Trust Subordinate Companion Loan for any Distribution Date so allocated to
any Class of 360 Rosemary Loan-Specific Certificates or any Component of the Class 360X Certificate shall be deemed to have first
been allocated to the Corresponding 360 Rosemary Regular Interest for such Class of 360 Rosemary Loan-Specific Certificates or
such Component.


 


(k)           
On each Distribution Date, the Certificate Administrator shall withdraw from the Excess Interest Distribution Account any amounts
on deposit therein that represent Excess Interest received during the related Collection Period (or, in the case of an ARD Mortgage
Loan that is an Outside Serviced Mortgage Loan, received as of the close of business on the Business Day immediately preceding
the related Master Servicer Remittance Date and not previously distributed) with respect to the ARD Mortgage Loans and shall distribute
such Excess Interest: (i) to the Holders of the Class S Certificates in an amount equal to the Non-Uncertificated VRR Retained
Percentage of such Excess Interest; and (ii) to the Combined Uncertificated VRR Interest Owner, in an amount equal to the
Uncertificated VRR Retained Percentage of such Excess Interest.


 


(l)             
The various amounts distributable on any Class of Certificates on any Distribution Date pursuant to multiple subsections
of, or multiple clauses of any subsection of, this Section 4.01 shall be so distributed in a single, aggregate distribution
to the Holders of such Class of Certificates on such Distribution Date.


 


(m)            
On each Distribution Date, the Certificate Administrator will apply amounts on deposit in the Upper-Tier REMIC Distribution Account
equal to the product of (i) the 111 River Street Available Funds and (ii) the 111-Non-VRR Percentage, in the following order of
priority:


 






    - 380 -


     


    

 


(i)             
First, to the Holders of the Class 111A Certificates, in respect of interest, up to an amount equal to the 111 River
Street Interest Distribution Amount for such Class;


 


(ii)           
Second, to the Holders of the Class 111A Certificates, in reduction of the Certificate Balance thereof, in an amount up
to the 111 River Street Principal Distribution Amount for such Distribution Date, until the Certificate Balance of the Class 111A
Certificates has been reduced to zero;


 


(iii)           
Third, to the Holders of the Class 111A Certificates, up to an amount equal to the aggregate of unreimbursed 111 River
Street Realized Losses previously allocated to such Class;


 


(iv)           
Fourth, to the Holders of the Class 111B Certificates, in respect of interest, up to an amount equal to the 111 River Street
Interest Distribution Amount for such Class;


 


(v)           
Fifth, to the Holders of the Class 111B Certificates, in reduction of the Certificate Balance thereof, in an amount up
to the 111 River Street Principal Distribution Amount for such Distribution Date less amounts of such 111 River Street Principal
Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to
zero;


 


(vi)            Sixth,
to the Holders of the Class 111B Certificates, up to an amount equal to the aggregate of unreimbursed 111 River Street Realized
Losses previously allocated to such Class;


 


(vii)         
Seventh, to the Holders of the Class 111C Certificates, in respect of interest, up to an amount equal to the 111 River
Street Interest Distribution Amount of such Class;


 


(viii)        
Eighth, to the Holders of the Class 111C Certificates, in reduction of the Certificate Balance thereof, in an amount up
to the 111 River Street Principal Distribution Amount for such Distribution Date less amounts of such 111 River Street Principal
Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to
zero;


 


(ix)            
Ninth, to the Holders of the Class 111C Certificates, up to an amount equal to the aggregate of unreimbursed 111 River
Street Realized Losses previously allocated to such Class;


 


(x)           
Tenth, to the Holders of the Class 111D Certificates, in respect of interest, up to an amount equal to the 111 River Street
Interest Distribution Amount of such Class;


 


(xi)            
Eleventh, to the Holders of the Class 111D Certificates, in reduction of the Certificate Balance thereof, in an amount
up to the 111 River Street Principal Distribution Amount for such Distribution Date less amounts of such 111 River


 






    - 381 -


     


    

Street Principal
Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to
zero;


 


(xii)          
Twelfth, to the Holders of the Class 111D Certificates, up to an amount equal to the aggregate of unreimbursed 111 River
Street Realized Losses previously allocated to such Class;


 


(xiii)        
Thirteenth, to the Holders of the Class 111E Certificates, in respect of interest, up to an amount equal to the 111 River
Street Interest Distribution Amount of such Class;


 


(xiv)        
Fourteenth, to the Holders of the Class 111E Certificates, in reduction of the Certificate Balance thereof, in an amount
up to the 111 River Street Principal Distribution Amount for such Distribution Date less amounts of such 111 River Street Principal
Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to
zero;


 


(xv)          
Fifteenth, to the Holders of the Class 111E Certificates, up to an amount equal to the aggregate of unreimbursed 111 River
Street Realized Losses previously allocated to such Class; and


 


(xvi)        
Sixteenth, to the Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest, in the amount
of any remaining portion of the 111 River Street Available Funds for such Distribution Date on deposit in the Upper-Tier REMIC
Distribution Account.


 


(n)        
On each Distribution Date, for so long as the Certificate Balance of the 111RR Interest has not been reduced to zero, the Certificate
Administrator shall apply amounts on deposit in the Upper-Tier REMIC Distribution Account for distribution to the 111RR Interest,
to the extent of the 111RR Available Funds, in the following order of priority:


 


(i)             
First, to the 111RR Interest, in respect of interest, up to an amount equal to the 111RR Interest Distribution Amount for
such Distribution Date;


 


(ii)           
Second, to the 111RR Interest, in reduction of the Certificate Balance thereof, up to an amount equal to the 111RR Principal
Distribution Amount for such Distribution Date, until the Certificate Balance of the 111RR Interest has been reduced to zero;
and


 


(iii)            
Third, to reimburse (with interest) prior write-offs of the Certificate Balance of the 111RR Interest, up to an amount
equal to the unreimbursed Applied 111RR Realized Loss Amounts previously allocated to the 111RR Interest, plus interest in an
amount equal to the 111RR Realized Loss Interest Distribution Amount for such Distribution Date;


 


provided,
however, that to the extent any 111RR Available Funds remain in the Distribution Account after applying amounts as set forth
in clauses First through Third above, any such


 






    - 382 -


     


    

 


amounts shall be disbursed to the Class R Certificates in compliance
with the Code and applicable REMIC Regulations.


 


(o)         
On each Distribution Date, the Certificate Administrator will apply amounts on deposit in the Upper-Tier REMIC Distribution Account,
to the extent of the 360 Rosemary Available Funds, in the following order of priority:


 


(i)              
First, to the Holders of the Class 360A and Class 360X Certificates, in respect of interest, up to an amount equal to,
and pro rata in accordance with, the respective the 360 Rosemary Interest Distribution Amount for such Classes;


 


(ii)             
Second, to the Holders of the Class 360A Certificates, in reduction of the Certificate Balance thereof, in an amount up
to the 360 Rosemary Principal Distribution Amount for such Distribution Date, until the Certificate Balance of the Class 360A
Certificates has been reduced to zero;


 


(iii)            
Third, to the Holders of the Class 360A Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class;


 


(iv)            
Fourth, to the Holders of the Class 360B Certificates, in respect of interest, up to an amount equal to the 360 Rosemary
Interest Distribution Amount for such Class;


 


(v)           
Fifth, to the Holders of the Class 360B Certificates, in reduction of the Certificate Balance thereof, in an amount up
to the 360 Rosemary Principal Distribution Amount for such Distribution Date less amounts of such 360 Rosemary Principal Distribution
Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


(vi)            
Sixth, to the Holders of the Class 360B Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class;


 


(vii)          
Seventh, to the Holders of the Class 360C Certificates, in respect of interest, up to an amount equal to the 360 Rosemary
Interest Distribution Amount for such Class;


 


(viii)        
Eighth, to the Holders of the Class 360C Certificates, in reduction of the Certificate Balance thereof, in an amount up
to the 360 Rosemary Principal Distribution Amount for such Distribution Date less amounts of such 360 Rosemary Principal Distribution
Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


(ix)            
Ninth, to the Holders of the Class 360C Certificates, up to an amount equal to the aggregate of unreimbursed Realized Losses
previously allocated to such Class;


 






    - 383 -


     


    

 


(x)            
Tenth, to the Holders of the Class 360D Certificates, in respect of interest, up to an amount equal to the 360 Rosemary
Interest Distribution Amount for such Class;


 


(xi)            
Eleventh, to the Holders of the Class 360D Certificates, in reduction of the Certificate Balance thereof, in an amount
up to the 360 Rosemary Principal Distribution Amount less amounts of such 360 Rosemary Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


(xii)          
Twelfth, to the Holders of the Class 360D Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class;


 


(xiii)        
Thirteenth, to the Holders of the Class 360E Certificates, in respect of interest, up to an amount equal to the 360 Rosemary
Interest Distribution Amount for such Class;


 


(xiv)        
Fourteenth, to the Holders of the Class 360E Certificates, in reduction of the Certificate Balance thereof, in an amount
up to the 360 Rosemary Principal Distribution Amount less amounts of such 360 Rosemary Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


(xv)          
Fifteenth, to the Holders of the Class 360E Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class;


 


(xvi)        
Sixteenth, to the Holders of the Class 360RR Certificates, in respect of interest, up to an amount equal to the 360 Rosemary
Interest Distribution Amount for such Class;


 


(xvii)      
Seventeenth, to the Holders of the Class 360RR Certificates, in reduction of the Certificate Balance thereof, in an amount
up to the 360 Rosemary Principal Distribution Amount less amounts of such 360 Rosemary Principal Distribution Amount distributed
pursuant to all prior clauses, until the Certificate Balance of such Class is reduced to zero;


 


(xviii)      
Eighteenth, to the Holders of the Class 360RR Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class; and


 


(xix)        
Nineteenth, to the Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest, in the amount
of any remaining portion of the 360 Rosemary Available Funds for such Distribution Date on deposit in the Upper-Tier REMIC Distribution
Account.


 






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Section 4.02          
Statements to Certificateholders and Uncertificated VRR Interest Owner; Certain Reports by the Master Servicer and the Special
Servicer.


 


(a)        Based on loan-level information (including, without limitation, information supplied to the Certificate Administrator in the related
CREFC® Investor Reporting Package (IRP) in accordance with CREFC® guidelines) received from the
Master Servicer and any other applicable Persons, on each Distribution Date, the Certificate Administrator shall provide or make
available a report, including reports in substantially the form attached hereto as Exhibit D (the “Distribution
Date Statement”), setting forth, among other things, the following information:


 


(A)            
the amount of distributions, if any, made on such Distribution Date to the holders of each Class of Pooled Principal Balance Certificates
and the Combined Uncertificated VRR Interest Owner and applied to reduce the respective Certificate Balance thereof or the Combined
Uncertificated VRR Interest Balance of the Combined Uncertificated VRR Interest, as applicable;


 


(B)             
the amount of distributions, if any, made on such Distribution Date to the Holders of each Class of Certificates and the Combined
Uncertificated VRR Interest Owner allocable to (A) an Interest Distribution Amount (or, if applicable, a portion of the VRR
Interest Distribution Amount), (B) Yield Maintenance Charges and (C) Excess Interest;


 


(C)             
the amount of any distributions made on such Distribution Date to the Holders of the Class R Certificates;


 


(D)            
the aggregate amount of outstanding P&I Advances with respect to each Mortgage Loan as of the related Determination Date,
and the total outstanding other or miscellaneous advances (excluding P&I Advances and tax and insurance advances) with respect
to each Mortgage Loan as of the related Determination Date;


 


(E)             
the aggregate amount of Servicing Fees retained by or paid to the Master Servicer and Special Servicing Compensation retained
by or paid to the Special Servicer in respect of the related Due Period, Collection Period or Interest Accrual Period, as applicable;


 


(F)           
the aggregate Stated Principal Balance of the Mortgage Loans immediately before and after such Distribution Date and the percentage
of the Cut-Off Date Balance of the Mortgage Loans which remains outstanding immediately after such Distribution Date;


 


(G)            
the number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the
outstanding Mortgage Loans, at the close of business on the related Determination Date;


 






    - 385 -


     


    

 


(H)            
as of the Determination Date, the number and aggregate unpaid principal balance of Mortgage Loans (A) delinquent one month, (B)
delinquent two months, (C) delinquent three months, (D) delinquent four months or more, (E) that are Specially Serviced Loans
but are not delinquent or (F) as to which foreclosure proceedings have been commenced;


 


(I)            
the aggregate Stated Principal Balance of Mortgage Loans as to which the related Mortgagor is subject or is expected to be subject
to a bankruptcy proceeding;


 


(J)            
with respect to any Mortgage Loan as to which the related Mortgaged Property became an REO Property (including with respect to
the Outside Serviced Mortgage Loans) during the related Collection Period, the Stated Principal Balance and unpaid principal balance
of such Mortgage Loan as of the date such Mortgaged Property became an REO Property and the most recently determined Appraised
Value and date upon which the Appraisal was performed;


 


(K)            
as to any Mortgage Loan repurchased, substituted for or otherwise liquidated or disposed of during the related Collection Period,
the Loan Number thereof and the amount of any Liquidation Proceeds and/or other amounts, if any, received thereon during the related
Collection Period and the portion thereof included in the Aggregate Pooled Available Funds for such Distribution Date;


 


(L)             
with respect to any REO Property (including with respect to the Outside Serviced Mortgage Loans) included in the Trust Fund as
of the close of business on the last day of the related Collection Period, the Loan Number of the related Mortgage Loan, the book
value of such REO Property and the amount of any income collected with respect to such REO Property (net of related expenses)
and other amounts, if any, received on such REO Property during the related Collection Period and the portion thereof included
in the Aggregate Pooled Available Funds for such Distribution Date and the most recently determined Appraised Value and date upon
which the Appraisal was performed;


 


(M)           
with respect to any REO Property (including with respect to the Outside Serviced Mortgage Loans) sold or otherwise disposed of
during the related Collection Period, the Loan Number of the related Mortgage Loan, and the amount of Liquidation Proceeds and
other amounts, if any, received in respect of such REO Property during the related Collection Period, the portion thereof included
in the Aggregate Pooled Available Funds for such Distribution Date and the balance of the Excess Liquidation Proceeds Reserve
Account for such Distribution Date;


 


(N)            
the Interest Distribution Amount in respect of each Class of Non-Uncertificated VRR Retained Pooled Regular Certificates
for such


 






    - 386 -


     


    

Distribution Date, and the VRR Interest Distribution Amount for such Distribution Date;


 


(O)            
any unpaid Interest Distribution Amount in respect of each Class of Non-Uncertificated VRR Retained Pooled Regular Certificates
after giving effect to the distributions made on such Distribution Date;


 


(P)           
the Pass-Through Rate for each Class of Non-Uncertificated VRR Retained Pooled Regular Certificates for such Distribution
Date;


 


(Q)            
the original Certificate Balance, Notional Amount or Uncertificated VRR Interest Balance as of the Closing Date and the Certificate
Balance, Notional Amount or Uncertificated VRR Interest Balance, as the case may be, of each Class of Non-Uncertificated VRR Retained
Pooled Regular Certificates, the Class VRR Certificates and the Combined Uncertificated VRR Interest immediately before and immediately
after such Distribution Date, separately identifying any reduction in the Certificate Balance, Notional Amount or Uncertificated
VRR Interest Balance, as the case may be, of each such Class of Certificates and the Combined Uncertificated VRR Interest due
to applicable Realized Losses;


 


(R)             
the Certificate Factor for each Class of Pooled Principal Balance Certificates and Pooled Class X Certificates immediately
following such Distribution Date;


 


(S)           
the Principal Distribution Amount, VRR Principal Distribution Amount and Aggregate Principal Distribution Amount for such Distribution
Date;


 


(T)           
the aggregate amount of Principal Prepayments made during the related Collection Period, and the aggregate amount of any Prepayment
Interest Excesses received and Prepayment Interest Shortfalls incurred in connection therewith;


 


(U)            
the aggregate amount of losses on Mortgage Loans and Additional Trust Fund Expenses, if any, incurred with respect to the Trust
Fund during the related Collection Period, and any Realized Losses for the Non-Uncertificated VRR Retained Pooled Principal Balance
Certificates and the Combined Uncertificated VRR Interest, respectively, for such Distribution Date;


 


(V)            
any Appraisal Reduction Amounts and any Collateral Deficiency Amount on a loan-by-loan basis, and the total Appraisal Reduction
Amounts, Collateral Deficiency Amounts and Cumulative Appraisal Reduction Amount as of the related Determination Date;


 






    - 387 -


     


    

 


(W)           
identification of any material modification, extension or waiver of a Mortgage Loan;


 


(X)            
identification of any material breach of the representations and warranties given with respect to a Mortgage Loan by the applicable
Mortgage Loan Seller;


 


(Y)            
the identity of the Operating Advisor;


 


(Z)             
the amount of the Operating Advisor Fee, the Trustee/Certificate Administrator Fee and the CREFC® Intellectual
Property Royalty License Fee paid with respect to such Distribution Date;


 


(AA)      
an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during
the related Collection Period;


 


(BB)       
the identity of the Controlling Class;


 


(CC)       
the identity of the Controlling Class Representative;


 


(DD)      
such additional information as contemplated by Exhibit D to this Agreement; and


 


(EE)        
the information required by Rule 15Ga-1(a), as promulgated under the Exchange Act, concerning all assets of the Trust Fund
that were subject of a demand to repurchase or replace for breach of the representations and warranties in any of the Mortgage
Loan Purchase Agreements.


 


In
the case of information furnished pursuant to subclauses (A), (B), (C) and (Q) above, the amounts shall be expressed as a
dollar amount in the aggregate for all Certificates of each applicable Class and per single Certificate of a specified minimum
denomination. The form of any Distribution Date Statement may change over time.


 


On
each Distribution Date, the Certificate Administrator shall make available via the Certificate Administrator’s Website to
each Holder of a Class R Certificate a copy of the reports made available to the other Certificateholders on such Distribution
Date and a statement setting forth the amounts, if any, actually distributed with respect to the Class R Certificates in
respect of the related Trust REMIC on such Distribution Date. Such obligation of the Certificate Administrator shall be deemed
to have been satisfied to the extent that it provided substantially comparable information pursuant to any requirements of the
Code as from time to time in force. Subject to any potential liability for willful misconduct, bad faith or negligence under Sections 6.01,
6.03, 8.01 or 8.05, as applicable, none of the Master Servicer, the Special Servicer, the Trustee or the
Certificate Administrator shall be responsible for the accuracy or completeness of any information supplied to it by or on behalf
of a Mortgagor (or a third party on its behalf), any Mortgage Loan Seller (including the information in the Prospectus), another
party to this


 






    - 388 -


     


    

 


Agreement or a party to an Outside Servicing Agreement that is included in any reports, statements, materials or
information prepared or provided by it.


 


The
Certificate Administrator shall make available each month via the Certificate Administrator’s Website, to any Privileged
Person (or, in the case of item (vii) below, solely to Certificateholders, Certificate Owners and the Uncertificated Interest
Owners, and provided that the Prospectus, Distribution Date Statements, this Agreement, the Mortgage Loan Purchase Agreements
and the Commission EDGAR filings referred to below (collectively, the “Public Documents”) will be available
to the general public, and provided further that any Privileged Person that is a Borrower Party shall only be entitled
to access the Public Documents, except as otherwise provided herein with respect to the Special Servicer, any Controlling Class Certificateholder
and the Controlling Class Representative), the following items (in each case to the extent such items were prepared by or
delivered to the Certificate Administrator):


 


(i)             
the following “deal documents”:


 


(A)            
the Prospectus;


 


(B)             
this Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage
Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and


 


(C)             
CREFC® Loan Setup File delivered to the Certificate Administrator by the Master Servicer;


 


(ii)           
the following “Commission EDGAR filings”:


 


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


 


(iii)           
the following documents, which shall initially be made available under a tab or heading designated “periodic reports”:


 


(A)            
the Distribution Date Statements;


 


(B)             
the supplemental reports and the CREFC® data files identified as such in the definition of “CREFC®
Investor Reporting Package (IRP)” (other than the CREFC® Loan Setup File), to the extent the Certificate
Administrator has received such report or file; and


 


(C)             
all Operating Advisor Annual Reports;


 


(iv)            
the following documents, which shall be made available under a tab or heading designated “additional documents”:


 






    - 389 -


     


    

 


(A)            
the summary of any Final Asset Status Report delivered to the Certificate Administrator in electronic format pursuant to Section 3.21
of this Agreement;


 


(B)             
any inspection reports prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to
the Certificate Administrator pursuant to Section 3.18 of this Agreement;


 


(C)             
any other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format; and


 


(D)            
any notice of the determination of an Appraisal Reduction Amount or Collateral Deficiency Amount with respect to any Mortgage
Loan, including the related CREFC® Appraisal Reduction Template;


 


(v)           
the following documents, which shall be made available under a tab or heading designated “special notices”:


 


(A)            
notice of any release based on an environmental release under this Agreement;


 


(B)             
notice of any waiver, modification or amendment of any term of any Mortgage Loan;


 


(C)             
notice of final payment on the Certificates or the Uncertificated Interests;


 


(D)            
all notices of the occurrence of any Servicer Termination Events received by the Certificate Administrator or any notice to Certificateholders
and the Uncertificated Interest Owners of the termination of the Master Servicer or the Special Servicer;


 


(E)             
notice of termination or resignation of the Master Servicer or the Special Servicer;


 


(F)           
notice of resignation of the Trustee or the Certificate Administrator, and notice of the acceptance of appointment by the successor
Trustee or the successor Certificate Administrator, as applicable;


 


(G)            
any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant
to Section 6.08(a) of this Agreement, the Operating Advisor pursuant to Section 7.06(b) of this Agreement
or the Asset Representations Reviewer pursuant to Section 11.05(b) of this Agreement;


 


(H)            
any notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the related
report


 






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prepared by the Operating Advisor in connection with such recommendation;


 


(I)            
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and notice of the acceptance
of appointment by the successor Operating Advisor or the successor Asset Representations Reviewer, as applicable;


 


(J)            
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and a copy of any Final
Asset Review Report received by the Certificate Administrator;


 


(K)            
any notice of the termination of a sub-servicer with respect to Mortgage Loans representing 10% or more of the aggregate principal
balance of all the Mortgage Loans;


 


(L)             
any and all officer’s certificates and other evidence delivered to or by the Certificate Administrator to support its or
the Master Servicer’s, the Special Servicer’s, or the Trustee’s as the case may be, determination that any Advance
was (or, if made, would be) a Nonrecoverable Advance;


 


(M)           
notice of the termination of the Trust;


 


(N)            
any notice that a Control Termination Event, a 360 Rosemary Control Appraisal Period or a 111 River Street Control Appraisal Period
has occurred or is terminated or that a Consultation Termination Event or a 360 Rosemary Operating Advisor Consultation Trigger
Event has occurred;


 


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


 


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


 


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


 


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


 


(S)           
any “special notices” required by a Certificateholder or an Uncertificated Interest Owner to be posted on the Certificate
Administrator’s Website pursuant to Section 5.07; and


 


(T)           
any Proposed Course of Action Notice;


 


(vi)          
the Investor Q&A Forum;


 






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(vii)          
solely to Certificateholders, Certificate Owners and Uncertificated Interest Owners that are Privileged Persons, the Investor
Registry; and


 


(viii)        
the “Risk Retention” tab (which shall include, without limitation, any notice from the Depositor or from the Retaining
Sponsor regarding non-compliance by BMO or Sabal with, or any other matter related to, Regulation RR);


 


provided
that, with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence
of an Excluded Mortgage Loan, the Certificate Administrator will only be required to make available such notice of the occurrence
and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event
to the extent the Certificate Administrator has been notified of such Excluded Mortgage Loan.


 


Notwithstanding
the foregoing, all Excluded Information shall be made available under one separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not any of the headings described in items (i) through (viii)
above) and made available to Privileged Persons other than any Excluded Controlling Class Holder (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 Mortgage Loan(s)). Notwithstanding the foregoing, nothing set forth in this Agreement
shall prohibit the Controlling Class Representative or any Controlling Class Certificateholder from receiving, requesting
or reviewing any Excluded Information relating to any Excluded Controlling Class Mortgage Loan with respect to which the
Controlling Class Representative or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded
Information is not available to such Controlling Class Representative or Controlling Class Certificateholder via the
Certificate Administrator’s Website, such Controlling Class Representative or Controlling Class Certificateholder
that is not a Borrower Party with respect to the related Excluded Controlling Class Mortgage Loan shall be entitled to obtain
(upon reasonable request) such information in accordance with Section 4.02(e) of this Agreement.


 


Notwithstanding
any of the foregoing to the contrary, if the Special Servicer is a Borrower Party with respect to any Mortgage Loan or Serviced
Loan Combination, the Special Servicer shall nevertheless have access to the Certificate Administrator’s Website; provided,
that the Special Servicer hereby agrees not to access, and is not permitted to access, Excluded Special Servicer Information with
respect to any Excluded Special Servicer Mortgage Loan (but shall be permitted to access any information with respect to any Mortgage
Loan other than any related Excluded Special Servicer Mortgage Loan) made available on the Certificate Administrator’s Website
or otherwise pursuant to this Agreement. If the Special Servicer is a Borrower Party with respect to any Excluded Special Servicer
Mortgage Loan, the Special Servicer (i) shall not, directly or indirectly provide any information related to any Excluded Special
Servicer Mortgage Loan (which shall include, without limitation, any Excluded Information related to such Excluded Special Servicer
Mortgage Loan) to (A) any related Borrower Party, (B) any employees or personnel of the Special Servicer 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 the extent
known to the Special Servicer, any non-Affiliate that holds a direct or indirect ownership interest in any related Borrower Party
or the related Mortgaged Property, and (ii) shall maintain sufficient


 






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internal controls and appropriate policies and procedures
in place in order to comply with the obligations described in clause (i) above. Notwithstanding any provision to the contrary
herein, the Certificate Administrator shall not have any obligation to restrict access by the Special Servicer or any Excluded
Mortgage Loan Special Servicer to any information on the Certificate Administrator’s Website related to any Excluded Special
Servicer Mortgage Loan.


 


Any
Person that is a Borrower Party shall be entitled to access (a) the Public Documents, and (b) in the case of the Controlling Class Representative
or a Controlling Class Certificateholder, if any such Person is 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 of an Investor Certification substantially in the form of Exhibit M-1C and a notice in the form of Exhibit M-1F
hereto certifying to the effect that it is an Excluded Controlling Class Holder and upon delivery to the Certificate
Administrator in physical form of an investor certification substantially in the form of Exhibit M-1G, which shall
include each of the [CTSLink User ID] associated with such Excluded Controlling Class Holder, all information (other than
Excluded Information related to the Excluded Controlling Class Mortgage Loan(s) (unless a loan-by-loan segregation is later
performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the Excluded Controlling
Class Mortgage Loan(s) for which such Person is a Borrower Party)) available on the Certificate Administrator’s Website.


 


In
the case of the Controlling Class Representative or Controlling Class Certificateholder that is not an Excluded Controlling
Class Holder, upon delivery of an investor certification substantially in the form of Exhibit M-1B hereto certifying
to the effect that it is not an Excluded Controlling Class Holder, such Controlling Class Representative or a Controlling
Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The
Master Servicer, Special Servicer, Operating Advisor, Certificate Administrator and Trustee may each rely on (i) an Investor Certification
in the form of Exhibit M-1B hereto from the Controlling Class Representative or a Controlling Class Certificateholder
to the effect that such Person is not an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Mortgage
Loan or (ii) an Investor Certification in the form of Exhibit M-1C hereto from the Controlling Class Representative
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 Mortgage Loan(s). In the event the Controlling Class Representative
or a Controlling Class Certificateholder, as the case may be, 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 M-1F to the effect that such party is an Excluded
Controlling Class Holder with respect to the Excluded Controlling Class Mortgage Loan(s) listed in such notice and shall
also provide the Certificate Administrator a notice substantially in the form of Exhibit M-1G listing 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 M-1C (which certification
shall include, among other things, an acknowledgement and agreement by such Excluded Controlling Class Holder that it is


 






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prohibited from accessing and reviewing (and it agrees not to access and review) any Excluded Information with respect to any
Excluded Controlling Class Mortgage Loans for which it is a Borrower Party) 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 Mortgage Loan(s) (unless a loan-by-loan segregation is later performed
by the Certificate Administrator in which case such access shall only be prohibited with respect to the Excluded Controlling Class Mortgage
Loan(s) for which such Person is a Borrower Party) made available on the Certificate Administrator’s Website. Any Excluded
Information relating to an Excluded Controlling Class Mortgage Loan 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 email to cmbsexcludedloans@wellsfargo.com in one or more
separate files labeled “Excluded Information” followed by the applicable loan name and loan number, and the Certificate
Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information on a separate excluded
loan tab on the Certificate Administrator’s Website (and, if possible at a later time, on a loan-by-loan basis). 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 Controlling Class Representative and all Controlling Class Certificateholders
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 notice from the Controlling Class Representative 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 Controlling
Class Representative or Controlling Class Certificateholder or disclosure of Excluded Information 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 Mortgage Loan (including, in the case of the summary of any
Asset Status Report or the summary of any Final Asset Status Report delivered to the Certificate Administrator for posting to
the Certificate Administrator’s Website and/or any failure to label any such information provided to the Certificate Administrator).


 


Each
of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively
rely on any certification delivered by the Controlling Class Representative or a Controlling Class Certificateholder,
as applicable, substantially in the form of Exhibit M-1B to the effect that such Person is no longer an Excluded Controlling
Class Holder. To the extent the Controlling Class Representative or a Controlling Class Certificateholder receives
access pursuant to this Agreement to any Excluded Information with respect to a related Excluded Controlling Class Mortgage
Loan on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, such Controlling
Class Representative or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly
or indirectly provide any information related to the Excluded Controlling Class Mortgage Loan to (A) any related Borrower
Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel of such Controlling Class Representative
or Controlling Class Certificateholder, (D) any Affiliate involved in the management of any investment in any related Borrower
Party or the related Mortgaged Property or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership
interest in any related


 






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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 a Risk Retention Consultation Party or a Combined Uncertificated VRR Interest Owner receives access pursuant to this
Agreement to any information relating to an Excluded RRCP Mortgage Loan (or a Mortgage Loan with respect to which such Holder
or owner is a Borrower Party) and/or the related Mortgaged Property (which shall include any Major Decision Reporting Package,
Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports related to Specially Serviced Loans
conducted by the Special Servicer or any Excluded Mortgage Loan Special Servicer and which may include any Operating Advisor reports
delivered to the Certificate Administrator regarding the Special Servicer’s net present value determination, Collateral
Deficiency Amount determination or any Appraisal Reduction Amount calculations, 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), whether on the Certificate Administrator’s Website or otherwise, such
Risk Retention Consultation Party or such Combined Uncertificated VRR Interest Owner, as applicable, shall be deemed to have agreed
that it (i) will not provide any such information to (A) the related Borrower Party, (B) any employees or personnel of such
Risk Retention Consultation Party or such Combined Uncertificated VRR Interest Owner or any of its Affiliates 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 (ii) will maintain sufficient
internal controls and appropriate policies and procedures in order to comply with the limitations 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 Excluded Mortgage Loan) shall
be considered information that is aggregated with information of other Mortgage Loans at a pool level. Notwithstanding anything
to the contrary in this Agreement, a Risk Retention Consultation Party will be permitted to share with any Combined Uncertificated
VRR Interest Owner any Major Decision Reporting Package that such Risk Retention Consultation Party has received in connection
with the exercise of its consultation rights pursuant to Section 6.09(a).


 


The
Certificate Administrator makes no representations or warranties as to the accuracy or completeness of information provided pursuant
to this Section and assumes no responsibility therefor. In addition, the Certificate Administrator disclaims responsibility
for any information distributed by the Certificate Administrator for which it is not the original source. In connection with providing
access to the Certificate Administrator’s Website, the Certificate Administrator may require registration and acceptance
of a disclaimer and may require a recipient of any of the information set forth above (other than the Public Documents) to execute
a confidentiality agreement (which may be in the form of a web page “click-through”). The Certificate Administrator
shall not be liable for the dissemination of information in accordance with this Agreement. Notwithstanding anything herein to
the contrary, the Certificate Administrator shall not be liable for any disclosure of Excluded Information relating to an Excluded
Controlling Class Mortgage Loan to the extent such information was included in the summary of any Asset Status Report or
the summary of any Final Asset Status Report delivered


 






    - 395 -


     


    

to the Certificate Administrator for posting to the Certificate Administrator’s
Website and not properly identified as relating to an Excluded Controlling Class Mortgage Loan.


 


The
Certificate Administrator shall have no liability for access by an Excluded Controlling Class Holder to the Certificate Administrator’s
Website of any information with respect to which such Excluded Controlling Class Holder is prohibited from accessing pursuant
to this Agreement if such Excluded Controlling Class Holder provided an Investor Certification but did not indicate it was
a Borrower Party.


 


The
Certificate Administrator shall provide assistance in using the Certificate Administrator’s Website through the Certificate
Administrator’s customer service desk at telephone number 866-846-4526.


 


The
Certificate Administrator may provide such information through means other than (and in lieu of) the Certificate Administrator’s
Website; provided that (i) the Depositor shall have consented to such alternative means and (ii) Certificateholders,
the Uncertificated Interest Owners and each of the Serviced Companion Loan Holders shall have received notice of such alternative
means (which notice may be given via the Certificate Administrator’s Website).


 


The
Master Servicer shall prepare a separate set of reports, in the same manner and containing substantially similar types of information
as described in this Section 4.02, for the Holders of the 360 Rosemary Loan-Specific Certificates and the Holders of the
111 River Street Loan-Specific Certificates, in each case with respect to the related Trust Subordinate Companion Loan and such
Loan-Specific Certificates. The Holders of the Loan-Specific Certificates shall be entitled to obtain access to reports and other
information in a manner substantially similar to the procedures described in this Agreement.


 


Any
Person that is a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of the foregoing, or an agent of any Mortgagor shall
be entitled to access only the Prospectus, Distribution Date Statements, this Agreement, the Mortgage Loan Purchase Agreements
and the Commission EDGAR filings on the Certificate Administrator’s Website which are being made available to the general
public. The provisions in this Section 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.


 


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 or a Combined Uncertificated VRR Interest Owner and requests
in writing, a statement containing the information as to the applicable Class or the Combined Uncertificated VRR Interest set
forth in clauses (A), (B) and (C) of the description of Distribution Date Statements above, aggregated for such calendar
year or applicable portion thereof during which such person was a Certificateholder or a Combined Uncertificated VRR Interest
Owner, together with such other information as the Certificate Administrator deems necessary or desirable, or that a Certificateholder,
Certificate Owner or Uncertificated VRR Interest Owner reasonably requests, to enable Certificateholders and the Combined Uncertificated
VRR Interest Owner 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


 






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be provided by the Certificate
Administrator pursuant to any requirements of the Code as from time to time are in force.


 


The
Certificate Administrator shall make the Investor Q&A Forum available only to Privileged Persons. The “Investor Q&A
Forum” shall be a service available on the Certificate Administrator’s Website, where Certificateholders and Certificate
Owners that are Privileged Persons may submit questions to (a) the Certificate Administrator relating to the Distribution Date
Statements, (b) the Master Servicer or the Special Servicer, as applicable, relating to the servicing reports prepared by
that party and being made available pursuant to this Section 4.02(a), the Mortgage Loans (excluding the Outside Serviced
Mortgage Loans), the Trust Subordinate Companion Loans or the related Mortgaged Properties or (c) the Operating Advisor relating
to the Operating Advisor Annual Reports or other reports prepared by the Operating Advisor or actions by the Special Servicer
referenced in such reports (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 Operating
Advisor, the Master Servicer or the Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to
the appropriate Person and, in the case of an inquiry relating to an Outside Serviced Mortgage Loan, to the applicable party under
the related Outside Servicing Agreement, in each case within a commercially reasonable period following receipt thereof.


 


Within
a commercially reasonable time following receipt of an Inquiry, the Certificate Administrator, the Operating Advisor, the Master
Servicer or the Special Servicer, as applicable, unless it determines not to answer such Inquiry as provided below, shall reply
to the Inquiry, which reply of the Operating Advisor, the Master Servicer or Special Servicer shall be by e-mail to the Certificate
Administrator. In the case of an Inquiry relating to an Outside Serviced Mortgage Loan, the Certificate Administrator shall make
reasonable efforts to obtain an answer from the related Outside Servicer or the related Outside 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 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 Operating Advisor, the Master Servicer or the Special Servicer 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 and the Uncertificated Interest Owners, (iii) answering
any Inquiry would be in violation of applicable law, this Agreement (including requirements in respect of non-disclosure of Privileged
Information) or the applicable Loan Documents, (iv) answering any Inquiry would materially increase the duties of, or result
in significant additional cost or expense to, the Certificate Administrator, the Operating Advisor, the Master Servicer or the
Special Servicer, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information (subject
to the Privileged Information Exception) or (vi) answering any Inquiry is otherwise, for any reason, not advisable, then
it shall not be required to answer such Inquiry and, in the case of the Operating Advisor, the Master Servicer or the Special
Servicer, shall promptly notify the Certificate Administrator of such determination. In addition, no party shall post or otherwise
disclose any direct communications with any Directing Holder or Consulting 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.
The Certificate


 






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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 which are not submitted via the Certificate
Administrator’s Website. Answers posted on the Investor Q&A Forum shall be attributable only to the respondent, and
shall not be deemed to be answers from any of the Depositor, the Underwriters, the Initial Purchasers or any of their respective
Affiliates. None of the Underwriters, Initial Purchasers, Depositor, any of their respective affiliates or any other person will
certify as to the accuracy of any of the information posted in the Investor Q&A Forum and no such person will have any responsibility
or liability for the content of any such information. No party to this Agreement shall disclose Privileged Information in the
Investor Q&A Forum.


 


The
Certificate Administrator shall make the Investor Registry available to any Certificateholder, Certificate Owner or Uncertificated
Interest Owner that is a Privileged Person. The “Investor Registry” shall be a voluntary service available
on the Certificate Administrator’s Website, where Certificateholders, Certificate Owners and the Uncertificated Interest
Owners can register and thereafter obtain information with respect to any other Certificateholder, Certificate Owner or Uncertificated
Interest Owner that has so registered. Any person registering to use the Investor Registry will be required to certify that (a) it
is a Certificateholder, a Certificate Owner or an Uncertificated Interest Owner and (b) it grants authorization to the Certificate
Administrator to make its name and contact information available on the Investor Registry for at least 45 days from the date
of such certification to other registered Certificateholders, registered Certificate Owners and the registered Uncertificated
Interest Owners. Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company
name and e-mail address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any
Certificateholder, any Certificate Owner or any Uncertificated Interest Owner notifies the Certificate Administrator that it wishes
to be removed from the Investor Registry (which notice may not be within 45 days of its registration), the Certificate Administrator
shall promptly remove it from the Investor Registry. The Certificate Administrator will not be responsible for verifying or validating
any information submitted on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any information
thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Investor Registry.


 


Upon
filing with the IRS, the Certificate Administrator shall furnish to the Holders of the Class R Certificates the IRS Form 1066
for each Trust REMIC and shall furnish their respective Schedules Q thereto at the times required by the Code or the IRS, and
shall provide from time to time such information and computations with respect to the entries on such forms as any Holder of the
Class R Certificates may reasonably request.


 


The
specification of information to be furnished by the Certificate Administrator in this Section 4.02 (and any other
terms of this Agreement requiring or calling for delivery or reporting of information by the Certificate Administrator to Certificateholders,
Certificate Owners and the Combined Uncertificated VRR Interest Owner) shall not limit the Certificate Administrator in furnishing,
and the Certificate Administrator is hereby authorized to furnish, to any Privileged Person any other information (such other
information, collectively, “Additional Information”) with respect to the Mortgage Loans or Serviced Loan
Combinations, the Mortgaged


 






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Properties or the Trust Fund as may be provided to it by the Depositor, the Master Servicer or the
Special Servicer or gathered by it in any investigation or other manner from time to time, provided that (A) while
there exists any Servicer Termination Event, any such Additional Information shall only be furnished with the consent or at the
request of the Depositor (except pursuant to clause (E) below or to the extent such information is requested by a Certifying
Certificateholder), (B) the Certificate Administrator shall be entitled to indicate the source of all information furnished
by it, and the Certificate Administrator may affix thereto any disclaimer it deems appropriate in its sole discretion (together
with any warnings as to the confidential nature and/or the uses of such information as it may, in its sole discretion, determine
appropriate), (C) the Certificate Administrator may notify any Privileged Person of the availability of any such information
in any manner as it, in its sole discretion, may determine, (D) the Certificate Administrator shall be entitled (but not
obligated) to require payment from each recipient of a reasonable fee for, and its out-of-pocket expenses incurred in connection
with, the collection, assembly, reproduction or delivery of any such Additional Information, and (E) the Certificate Administrator
shall be entitled to distribute or make available such Additional Information in accordance with such reasonable rules and procedures
as it may deem necessary or appropriate (which may include the requirement that an agreement that provides such information shall
be used solely for purposes of evaluating the investment characteristics or valuation of the Certificates be executed by the recipient,
if and to the extent the Certificate Administrator deems the same to be necessary or appropriate). Nothing herein shall be construed
to impose upon the Certificate Administrator any obligation or duty to furnish or distribute any Additional Information to any
Person in any instance, and the Certificate Administrator shall neither have any liability for furnishing nor for refraining from
furnishing Additional Information in any instance. The Certificate Administrator shall be entitled (but not required) to request
and receive direction from the Depositor as to the manner of delivery of any such Additional Information, if and to the extent
the Certificate Administrator deems necessary or advisable, and to require that any consent, direction or request given to it
pursuant to this Section be made in writing.


 


The
Depositor hereby authorizes the Certificate Administrator to, and the Certificate Administrator shall, make available to Bloomberg,
L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics, Markit
Group Limited, RealINSIGHT, Thompson Reuters Corporation, Intercontinental Exchange | ICE Data Services, KBRA Analytics, LLC or
such other vendor chosen by the Depositor that submits to the Certificate Administrator a certification in the form of Exhibit M-3
to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered
or made available pursuant to this Section 4.02(a) to Privileged Persons.


 


(b)         No later than the Business Day prior to each Distribution Date, subject to the third from last paragraph of this subsection (b),
the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator, the Operating Advisor and the Special
Servicer in electronic form mutually acceptable to the Certificate Administrator, the Operating Advisor, the Special Servicer
and the Master Servicer the following reports or information (and any other files as may be, or have been, adopted and promulgated
by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time to time): (1) a
CREFC® REO Status Report, (2) a CREFC® Historical Loan Modification/Forbearance and Corrected
Mortgage Loan Report, (3) CREFC® Total Loan Report, (4) the CREFC® Servicer Watch List/Portfolio
Review Guidelines, (5) the


 






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CREFC® Financial File, (6) the CREFC® Property File, (7) except
for the first two Distribution Dates, the CREFC® Comparative Financial Status Report, (8) the CREFC®
Loan Level Reserve/LOC Report, (9) the CREFC® Advance Recovery Report and (10) the CREFC®
Delinquent Loan Status Report.


 


With
respect to each Serviced Companion Loan that is held by an Other Securitization Trust, the Master Servicer shall deliver or cause
to be delivered to the related Other Servicer all reports required to be delivered by the Master Servicer to the Certificate Administrator
pursuant to this Section 4.02(b) (which shall include all loan-level reports constituting the CREFC® Investor
Reporting Package (IRP)), to the extent related to such Serviced Companion Loan, the related Mortgaged Property or the related
Mortgage Note, no later than the earlier of (x) the Master Servicer Remittance Date and (y) the Business Day immediately
following the “determination date” (or analogous concept) set forth in the related Other Pooling and Servicing Agreement.


 


No
later than the Business Day prior to each Distribution Date except for the first two Distribution Dates, the Master Servicer shall
deliver to the Certificate Administrator and the Operating Advisor (by electronic means) the CREFC® Comparative
Financial Status Report for each Mortgage Loan or related Mortgaged Property as of the Determination Date immediately preceding
the preparation of such report for each of the following three periods (but only to the extent the related Mortgagor is required
by the Mortgage to deliver and does deliver, or otherwise agrees to provide and does provide, such information): (a) the
most current available year-to-date; (b) each of the previous two full fiscal years stated separately (to the extent such
information is in the Master Servicer’s possession); and (c) the “base year” (representing the original
analysis of information used as of the Cut-Off Date).


 


The
Master Servicer shall provide to the Certificate Administrator the CREFC® Loan Setup File no later than 4:00 p.m.
on the third Business Day before the first Distribution Date to the extent it has received from the Mortgage Loan Sellers one
or more spreadsheets (with the data fields filled) containing the data necessary for the completion of the aggregate pool-wide
CREFC® Loan Setup File.


 


No
later than 2:00 p.m., New York City time, on the second Business Day prior to each Distribution Date, the Master Servicer
shall deliver to the Certificate Administrator (i) a CREFC® Loan Periodic Update File setting forth certain
information with respect to the Mortgage Loans and Mortgaged Properties and (ii) the CREFC® Appraisal Reduction Template,
to the extent received, or prepared pursuant to Section 3.10(a) of this Agreement, by the Master Servicer.


 


The
Master Servicer shall prepare the initial CREFC® Financial File and the initial CREFC® Loan Periodic
Update File based on the initial data with respect to each Mortgage Loan provided by the Mortgage Loan Sellers pursuant to the
respective Mortgage Loan Purchase Agreements.


 


Not
later than 5:00 p.m. (New York City time) on each Distribution Date beginning March 2022, the Master Servicer shall deliver
to the Certificate Administrator and the Depositor (in the case of the Depositor, to the Depositor’s email addresses set
forth in Section 12.04 together with the name, phone number and email address of the servicing officer of the Master
Servicer to


 






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contact with any questions related to the CREFC® Schedule AL File and the Schedule AL Additional File)
a single CREFC® Schedule AL File (with respect to each Mortgage Loan that was part of the Mortgage Pool during
any portion of the related reporting period covered by the Form 10-D required to be filed with respect to the subject Distribution
Date pursuant to Section 10.04) and the related Schedule AL Additional File, in each case, in EDGAR-Compatible Format
and Excel format; provided, however, that the Master Servicer shall have no obligation to prepare or deliver the CREFC®
Schedule AL File or the Schedule AL Additional File unless and until the Master Servicer receives the Initial Schedule AL
File and the Initial Schedule AL Additional File from the Depositor in EDGAR-Compatible Format and Excel format; and provided,
further, that, if the Master Servicer has not received the Initial Schedule AL File and the Initial Schedule AL Additional
File from the Depositor prior to the time it would need the Initial Schedule AL File and the Initial Schedule AL Additional File
in order for the Master Servicer to prepare the CREFC® Schedule AL File with respect to the first Distribution
Date, the Master Servicer shall request the Initial Schedule AL File and the Initial Schedule AL Additional File from the Depositor,
including by email to the email addresses for the Depositor set forth in Section 12.04. If the CREFC® Schedule
AL File is not provided by the Master Servicer to the Certificate Administrator by 5:00 p.m. (New York City time) on any
Distribution Date, the Certificate Administrator shall notify the Depositor in writing and also request such CREFC® Schedule
AL File from the Master Servicer via email to KC_Investor_Reporting@keybank.com. The Master Servicer shall be entitled
to conclusively rely, absent manifest error, without any due diligence, investigation or verification, on the content, completeness
and accuracy of the Initial Schedule AL File and the Initial Schedule AL Additional File, in each case, as of the Closing Date.
Any Schedule AL Additional File that the Master Servicer determines, in accordance with the Servicing Standard, to deliver in
connection with any CREFC® Schedule AL File prepared by the Master Servicer pursuant to this paragraph shall be
delivered in EDGAR-Compatible Format and in Excel format to the Certificate Administrator concurrently with the delivery of the
related CREFC® Schedule AL File. With respect to each Outside Serviced Mortgage Loan, the Master Servicer shall
include the analogous CREFC® Schedule AL File and/or Schedule AL Additional File, as applicable, information that
it receives from the related Outside Servicer under the applicable Outside Servicing Agreement in the single CREFC®
Schedule AL File and/or Schedule AL Additional File, as applicable, that it delivers to the Certificate Administrator for the
subject Distribution Date.


 


With
respect to any Mortgage Loan that is or becomes subject to a forbearance agreement (or any agreement similar thereto) during the
reporting period covered by any CREFC® Schedule AL File prepared by the Master Servicer, the Master Servicer shall so notify
the Certificate Administrator and the Depositor in writing (which notification may be in the form of electronic mail) and the
Master Servicer shall include as part of such CREFC® Schedule AL File the appropriate code designations indicating
(or to the extent such information cannot be sufficiently indicated via an available code designation, a contemporary explanatory
note in the related Schedule AL Additional File indicating) that such Mortgage Loan is in forbearance, and if such Mortgage Loan
is reported in such CREFC® Schedule AL File as “current” during the applicable forbearance period, the Master
Servicer shall include a contemporary explanatory note in the related Schedule AL Additional File to reflect that the related
Mortgagor is in compliance with such forbearance agreement or similar agreement.


 


In
addition, the Master Servicer (with respect to Performing Serviced Loans) or Special Servicer (with respect to Specially Serviced
Loans and REO Properties), as applicable,


 






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shall prepare the following with respect to each Mortgaged Property and REO Property,
in each case other than with respect to any Outside Serviced Mortgage Loan:


 


(i)          Within 30 days after receipt of a quarterly operating statement, if any, for each calendar quarter, commencing with respect
to the calendar quarter ending June 30, 2022, a CREFC® Operating Statement Analysis Report (but only to the extent
the related Mortgagor is required by the related 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 such calendar quarter; provided,
however, that any analysis or report with respect to the first calendar quarter of each year shall not be required to the
extent provided in the then current applicable CREFC® guidelines (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); and


 


(ii)          Within 30 days after receipt by the Special Servicer (with respect to Specially Serviced Loans and REO Properties) or the
Master Servicer (with respect to Performing Serviced Loans) of any annual operating statement or rent rolls, commencing with respect
to the calendar year ending December 31, 2022, a CREFC® NOI Adjustment Worksheet (but only to the extent the
related Mortgagor is required by the related 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
above.


 


With
respect to a CREFC Operating Statement Analysis Report related to a Serviced Loan secured by a portfolio of Mortgaged Properties,
such report may be prepared on a consolidated basis with respect to such portfolio of Mortgaged Properties. The Special Servicer
shall deliver to the Master Servicer each CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheet prepared by the Special Servicer under this Section 4.02. Upon request, the Master Servicer shall deliver to
the Certificate Administrator, the Operating Advisor and each related Serviced Companion Loan Holder (or the master servicer or
special servicer for the related Other Securitization Trust on its behalf) by electronic means the CREFC® Operating Statement
Analysis Reports and CREFC® NOI Adjustment Worksheets prepared by the Master Servicer or received from the Special Servicer
under this Section 4.02. Notwithstanding anything to the contrary contained herein, with respect to any Serviced Loan related
to any Significant Obligor, the Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect
to Specially Serviced Loans and REO Properties) shall be required to complete (and, in the case of the Special Servicer, to deliver
to the Master Servicer) any CREFC files, reports and/or templates necessary in order to comply with (or, in the case of the Special
Servicer, to facilitate compliance with) the Master Servicer’s obligations under Section 10.11 of this Agreement
and the Exchange Act filing obligations of the Depositor and/or any Other Depositor, as applicable, with respect to such Significant
Obligor.


 






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The
Certificate Administrator shall deliver or shall cause to be delivered, upon request, to the Rule 17g-5 Information Provider
(for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.12 of this Agreement),
to each Certificateholder, to each party hereto, to any Underwriter and/or to any Initial Purchaser and to each Person that provides
the Certificate Administrator with an Investor Certification a copy of the CREFC® Operating Statement Analysis
Report and CREFC® NOI Adjustment Worksheet most recently performed by the Master Servicer with respect to any Mortgage
Loan or Serviced Loan Combination and delivered to the Certificate Administrator.


 


Upon
request (and in any event, not more frequently than once per month), the Master Servicer shall forward to the Certificate Administrator
(as to the Collection Account), the Operating Advisor, any related Serviced Companion Loan Holder or the master servicer or special
servicer for the related Other Securitization Trust on its behalf (as to the related Loan Combination Custodial Account) and,
for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement,
the Rule 17g-5 Information Provider a statement, setting forth the status of the Collection Account and each Loan Combination
Custodial Account as of the close of business on such Master Servicer Remittance Date, stating that all remittances to the Certificate
Administrator required by this Agreement to be made by the Master Servicer have been made (or, in the case of any such required
remittance that has not been made by the Master Servicer, specifying the nature and status thereof) and showing, for the period
from the preceding Master Servicer Remittance Date (or, in the case of the first Master Servicer Remittance Date, from the Cut-Off
Date) to such Master Servicer Remittance Date, the aggregate of deposits into and withdrawals from the Collection Account and
each Loan Combination Custodial Account for each category of deposit specified in Section 3.05(a) of this Agreement
and each category of withdrawal specified in Section 3.06 of this Agreement. The Master Servicer shall also deliver
to the Certificate Administrator and (solely as to a Serviced Loan Combination) the related Serviced Companion Loan Holder, upon
reasonable request of the Certificate Administrator or any Serviced Companion Loan Holder, any and all additional information
relating to the Mortgage Loans or Serviced Loan Combinations in the possession of the Master Servicer (which information shall
be based upon reports delivered to the Master Servicer by the Special Servicer with respect to Specially Serviced Loans and REO
Properties).


 


Further,
the Master Servicer shall cooperate with the Special Servicer and provide the Special Servicer with the information in the possession
of the Master Servicer reasonably requested by the Special Servicer, in writing, to the extent required to allow the Special Servicer
to perform its obligations under this Agreement with respect to those Trust Loans serviced by the Master Servicer.


 


The
obligation of the Master Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject
to the Master Servicer having received from the Special Servicer in a timely manner the related reports and information in the
possession of the Special Servicer necessary or required to enable the Master Servicer to prepare and deliver such reports. The
Master Servicer shall not be responsible for the accuracy or content of any report, document or information furnished by the Special
Servicer to the Master Servicer pursuant to this Agreement and accepted by the Master Servicer in good faith pursuant to this
Agreement.


 






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The
obligation of the Special Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject
to the Special Servicer having received from the Master Servicer in a timely manner the related reports and information in the
possession of the Master Servicer necessary or required to enable the Special Servicer to prepare and deliver such reports. The
Special Servicer shall not be responsible for the accuracy or content of any report, document or information furnished by the
Master Servicer to the Special Servicer pursuant to this Agreement and accepted by the Special Servicer in good faith pursuant
to this Agreement.


 


With
respect to an Outside Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described
information to the same Persons as described above in this Section 4.02(b) and according to the same time frames as
described above in this Section 4.02(b), with reasonable promptness following such Master Servicer’s receipt
of such information from the related Outside Servicer under the applicable Outside Servicing Agreement.


 


(c)            
Not later than 5:00 p.m. New York time on each Determination Date, the Special Servicer shall forward to the Master Servicer,
for each Specially Serviced Loan and REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), a
CREFC® Special Servicer Loan File and CREFC® Special Servicer Property File. The Special Servicer
shall also deliver to the Certificate Administrator, upon the reasonable written request of the Certificate Administrator, any
and all additional information in the possession of the Special Servicer relating to the Specially Serviced Loans and the REO
Properties (other than an REO Property related to an Outside Serviced Mortgage Loan).


 


The
Special Servicer shall cooperate with the Master Servicer and provide the Master Servicer with the information in the possession
of the Special Servicer reasonably requested by the Master Servicer, in writing, to the extent required to allow the Master Servicer
to perform its obligations under this Agreement with respect to the Specially Serviced Loans and REO Properties (other than an
REO Property related to an Outside Serviced Mortgage Loan).


 


The
Master Servicer may make available to Privileged Persons copies of any reports or files prepared by the Master Servicer pursuant
to this Agreement. The Master Servicer may make information concerning the Mortgage Loans or Serviced Loan Combinations available
on any website that it has established.


 


With
respect to an Outside Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described
information to the extent received from the related Outside Servicer or the related Outside Special Servicer, as applicable, to
the same Persons as described above in this Section 4.02(c) and according to the same time frames as described above
in this Section 4.02(c), with reasonable promptness following such Master Servicer’s receipt of such information
from the related Outside Servicer under the related Outside Servicing Agreement.


 


Upon
the reasonable request of (i) any Certificateholder, Certificate Owner or Uncertificated Interest Owner that has delivered an
appropriate Investor Certification or (ii) any other Privileged Person so identified by a Certificate Owner, an Uncertificated
nterest Owner or an Underwriter, the Master Servicer shall provide (or forward electronically) at the expense of


 






    - 404 -


     


    

 


such Privileged
Person, Certificateholder, Certificate Owner or Uncertificated Interest Owner, as applicable, copies of any appraisals, operating
statements, rent rolls and financial statements obtained by the Master Servicer; provided that in no event shall an Excluded Controlling
Class Holder be entitled to Excluded Information with respect to an Excluded Controlling Class Mortgage Loan with respect to which
it is a Borrower Party; and provided, further, that no Certificateholders, Certificate Owners or Uncertificated Interest Owner
shall be given access to or be provided copies of, any Mortgage Files or Diligence Files except, solely with respect to Mortgage
Files, as otherwise provided in Section 8.11(b) of this Agreement. In connection with such request, the Master Servicer
may require (1) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable
to the Master Servicer, generally to the effect that (a) such Person will keep such information confidential and will use such
information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder, Certificate
Owner or Uncertificated Interest Owner may have under this Agreement and (b) if the requesting party is neither a Certificateholder
nor a Certificate Owner and is not an Uncertificated Interest Owner, such Person is Privileged Person, and (2) payment of a sum
sufficient to cover the reasonable costs and expenses of providing copies of such reports or information (which amounts in any
event are not reimbursable as Additional Trust Fund Expenses), except that, other than for extraordinary or duplicate requests,
any Directing Holder or Consulting Party (other than the holder of a Serviced Companion Loan held outside the Trust or its representative)
will be entitled to reports and information free of charge. For the avoidance of doubt, the Master Servicer shall not make any
Asset Status Reports or Final Asset Status Reports available to any Certificateholders, any Certificate Owners or any Uncertificated
Interest Owner on 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 (provided that the Special Servicer shall provide a summary of each Final
Asset Status Report to the Certificate Administrator pursuant to Section 3.21(b)). If the Certificate Administrator receives
any Asset Status Report or any Final Asset Status Report, the Certificate Administrator shall not provide any such Asset Status
Report or any Final Asset Status Report to any Certificateholder, any Certificate Owner or any Uncertificated Interest Owner and
shall not post any such Asset Status Report or any Final Asset Status Report to the Certificate Administrator’s Website.
As an alternative to providing copies of any information as contemplated by this paragraph, the Master Servicer may, consistent
with the terms above and the other terms of this Agreement, provide access to such information on its website at no expense to
the requesting party.


 


(d)         The Master Servicer shall withdraw from the Collection Account and pay the CREFC® Intellectual Property Royalty
License Fee to CREFC® in accordance with Section 3.06(a)(vi) on a monthly basis, from funds on deposit
in the Collection Account. Any payments of the CREFC® Intellectual Property Royalty License Fee shall be made to “CRE
Finance Council” and delivered by wire transfer pursuant to instructions provided by CREFC® to the Master
Servicer.


 


(e)           Upon the reasonable request of the Controlling Class Representative or any Controlling Class Certificateholder that,
in either case, is an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Mortgage Loan
identified to the Master Servicer’s (in the case of a Performing Serviced Loan) or the Special Servicer’s (in the
case of a Specially Serviced Loan) reasonable satisfaction (at the expense of the Controlling Class Representative or such
Controlling Class Certificateholder) and if such


 






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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 Controlling Class Representative or such Controlling Class Certificateholder, as applicable, (at the expense
of the Controlling Class Representative 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 Controlling Class Representative
or such Controlling Class Certificateholder, as applicable, through the Certificate Administrator’s Website because
the Controlling Class Representative or such Controlling Class Certificateholder, as applicable, is an Excluded Controlling
Class Holder with respect to another Excluded Controlling Class Mortgage Loan) relating to any Excluded Controlling
Class Mortgage Loan with respect to which the Controlling Class Representative 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 Controlling Class Representative
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 and the Special Servicer
shall be entitled to conclusively rely on delivery from the Controlling Class Representative or a Controlling Class Certificateholder,
as applicable, of an Investor Certification substantially in the form of Exhibit M-1C that such Controlling Class Representative
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(e) shall include any applicable
Excluded Mortgage Loan Special Servicer with respect to the related Excluded Special Servicer Mortgage Loan(s).


 


Section 4.03          
Compliance With Withholding Requirements.


 


(a)            
Notwithstanding any other provision of this Agreement, the Paying Agent shall comply with all federal withholding requirements
with respect to payments to Certificateholders and the Combined Uncertificated VRR Interest Owner of interest or original issue
discount that the Paying Agent reasonably believes are applicable under the Code. The consent of Certificateholders and/or the
Combined Uncertificated VRR Interest Owner shall not be required for any such withholding. In the event the Paying Agent or its
agent withholds any amount from interest or original issue discount payments or advances thereof to any Certificateholder or the
Combined Uncertificated VRR Interest Owner pursuant to federal withholding requirements, the Paying Agent shall indicate the amount
withheld to such Certificateholder or such Uncertificated VRR Interest Owner. Any amount so withheld shall be treated as having
been distributed to such Certificateholder or such Uncertificated VRR Interest Owner for all purposes of this Agreement.


 


(b)           
Each Certificate Owner, Certificateholder and Uncertificated VRR Interest Owner, by the purchase of a Certificate or the Combined
Uncertificated VRR Interest or its acceptance of a beneficial interest therein, acknowledges that interest on the Certificates


 






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and the Combined Uncertificated VRR Interest will be treated as United States source interest, and, as such, United States withholding
tax may apply. Each such Certificate Owner, each such Certificateholder and each such Uncertificated VRR Interest Owner further
agrees, upon request, to provide any certifications that may be required under applicable law, regulations or procedures to evidence
its status for United States withholding tax purposes and understands that if it ceases to satisfy the foregoing requirements
or provide requested documentation, payments to it under the Certificates may be subject to United States withholding tax (without
any corresponding gross-up). Without limiting the foregoing, if a payment made under this Agreement would be subject to United
States federal withholding tax imposed by FATCA if the recipient of such payment were to fail to comply with FATCA (including
the requirements of Code Sections 1471(b) or 1472(b), as applicable), such recipient shall deliver to the Paying Agent, with a
copy to each of the Trustee and the Certificate Administrator, at the time or times prescribed by the Code and at such time or
times reasonably requested by the Paying Agent or the Trustee, such documentation prescribed by the Code (including as prescribed
by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the Paying Agent, the Trustee
or the Certificate Administrator to comply with their respective obligations under FATCA, to determine that such recipient has
complied with such recipient’s obligations under FATCA, or to determine the amount to deduct and withhold from such payment.
For these purposes, “FATCA” means Section 1471 through 1474 of the Code and any regulations or official
interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance issued by the U.S. Internal
Revenue Service thereunder as a precondition to relief or exemption from taxes under such Sections, regulations and interpretations),
any agreements entered into pursuant to Code Section 1471(b)(1), and including any amendments made to FATCA after the date
of this Agreement.


 


Section 4.04          
REMIC Compliance.


 


(a)            
The parties intend that each Trust REMIC shall constitute, and that the affairs of each Trust REMIC shall be conducted so as to
qualify it as, a “real estate mortgage investment conduit” as defined in, and in accordance with, the REMIC Provisions,
and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Certificate
Administrator shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of each
Trust REMIC and shall on behalf of each Trust REMIC: (i) prepare, timely deliver to the Trustee for execution (and the Trustee
shall timely execute) and file, or cause to be prepared and filed, all required Tax Returns for each Trust REMIC, using a calendar
year as the taxable year for each Trust REMIC when and as required by the REMIC Provisions and other applicable federal, state
or local income tax laws; (ii) make an election, on behalf of each Trust REMIC, to be treated as a REMIC on IRS Form 1066
for its first taxable year ending December 31, 2022, in accordance with the REMIC Provisions; (iii) prepare and forward,
or cause to be prepared and forwarded, to the Certificateholders (other than the Holders of the Class S Certificates), the
Uncertificated Interest Owners and the IRS and applicable state and local tax authorities all information reports as and when
required to be provided to them in accordance with the REMIC Provisions of the Code; (iv) if the filing or distribution of
any documents of an administrative nature not addressed in clauses (i)


 






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through (iii) of this Section 4.04(a) is
then required by the REMIC Provisions in order to maintain the status of each Trust REMIC as a REMIC or is otherwise required
by the Code, prepare, sign and file or distribute, or cause to be prepared and signed and filed or distributed, such documents
with or to such Persons when and as required by the REMIC Provisions or the Code or comparable provisions of state and local law;
(v) obtain a taxpayer identification number for the Upper-Tier REMIC, the 360 Rosemary REMIC, the 111 River Street REMIC
and the Lower-Tier REMIC on IRS Form SS-4, and, within thirty days of the Closing Date, furnish or cause to be furnished
to the IRS, on IRS Form 8811 or as otherwise may be required by the Code, the name, title and address of the Person that
the holders of the Certificates and the Uncertificated Interest Owners may contact for tax information relating thereto (and the
Certificate Administrator shall act as the representative of each Trust REMIC for this purpose; and the Trustee shall execute
as needed the related IRS Form SS-4 and IRS Form 8811), together with such additional information as may be required by such IRS
Form, and shall update such information at the time or times and in the manner required by the Code (and the Depositor agrees
within 10 Business Days of the Closing Date to provide any information reasonably requested by the Master Servicer or the Certificate
Administrator and necessary to make such filing); and (vi) maintain such records relating to each Trust REMIC as may be necessary
to prepare the foregoing returns, schedules, statements or information, such records, for federal income tax purposes, to be maintained
on a calendar year and on an accrual basis. The Certificate Administrator shall be responsible for the preparation of the related
IRS Form W-9, if such form is requested. The Trustee shall be entitled to rely on the information contained therein and is hereby
directed to execute such IRS Form W-9.


 


The
Certificate Administrator shall be the “partnership representative” of each Trust REMIC (within the meaning of Code
Section 6223, to the extent such provision is applicable to the Trust REMICs). The Certificate Administrator shall make any
elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or successor provision) to any
Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225 of the Code of any tax, penalty, interest or
other amount imposed under the Code that would otherwise be imposed on any holder of any residual interest of any Trust REMIC,
past or present. Each Holder of a Percentage Interest in the Class R Certificates, by acceptance thereof, is deemed to agree
to any such elections and to the Certificate Administrator’s acting as “partnership representative” of each
Trust REMIC that can be designated under the Code.


 


The
Certificate Administrator shall not intentionally take any action or intentionally omit to take any action within its control
and the scope of its duties if, in taking or omitting to take such action, the Certificate Administrator knows that such action
or omission (as the case may be) would cause the termination of the REMIC status of a Trust REMIC or the imposition of tax
on a Trust REMIC (other than a tax on income expressly permitted or contemplated to be received by the terms of this Agreement).


 


Notwithstanding
any provision of this paragraph or the three preceding paragraphs to the contrary, the Certificate Administrator shall not be
required to take any action that the Certificate Administrator in good faith believes to be inconsistent with any other provision
of this Agreement, nor shall the Certificate Administrator be deemed in violation of this paragraph if it takes any action expressly
required or authorized by any other provision of this Agreement, and


 






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the Certificate Administrator shall have no responsibility
or liability with respect to any act or omission of the Depositor or the Master Servicer which does not enable the Certificate
Administrator to comply with any of clauses (i) through (vi) of the third preceding paragraph or which results in any action
contemplated by clauses (i) through (iii) of the next succeeding sentence. In this regard the Certificate Administrator shall
(i) not allow the occurrence of any “prohibited transactions” within the meaning of Code Section 860F(a),
unless the party seeking such action shall have delivered to the Certificate Administrator an Opinion of Counsel (at such party’s
expense) that such occurrence would not (a) result in a taxable gain, (b) otherwise subject a Trust REMIC to tax
(other than a tax at the corporate tax rate on net income from foreclosure property), or (c) cause any Trust REMIC to fail
to qualify as a REMIC for federal income tax purposes; (ii) not allow a Trust REMIC to receive income from the performance
of services or from assets not permitted under the REMIC Provisions to be held by such Trust REMIC (provided, however,
that the receipt of any income expressly permitted or contemplated by the terms of this Agreement shall not be deemed to violate
this clause); and (iii) not permit the creation of any “interests,” within the meaning of the REMIC Provisions,
(A) in the Upper-Tier REMIC other than the Non-Uncertificated VRR Retained Pooled Regular Certificates, the Class VRR Upper-Tier
Regular Interest, the Loan-Specific Certificates and the Upper-Tier Residual Interest, (B) in the Lower-Tier REMIC other than
the Lower-Tier Regular Interests and the Lower-Tier Residual Interest, (C) in the 360 Rosemary REMIC other than the 360 Rosemary
Regular Interests and the 360 Rosemary Residual Interest or (D) in the 111 River Street REMIC other than the 111 River Street
Regular Interests and the 111 River Street Residual Interest. None of the Trustee, the Master Servicer, the Special Servicer or
the Depositor shall be responsible or liable for any failure by the Certificate Administrator to comply with the provisions of
this Section 4.04. The Depositor, the Master Servicer and the Special Servicer shall cooperate in a timely manner
with the Certificate Administrator in supplying any information within the Depositor’s, the Master Servicer’s or the
Special Servicer’s control (other than any confidential information) that is reasonably necessary to enable the Certificate
Administrator to perform its duties under this Section 4.04.


 


(b)           
The following assumptions are to be used for purposes of determining the anticipated payments of principal and interest for calculating
the original yield to maturity and original issue discount with respect to the 360 Rosemary Loan-Specifc Certificates, the 111
River Street Loan Specific Certificates, the Non-Uncertificated VRR Retained Pooled Regular Certificates and the Class VRR
Upper-Tier Regular Interest: (i) each Trust Loan will pay principal and interest in accordance with its terms and scheduled
payments will be timely received on their Due Dates, provided that the Trust Loans in the aggregate will prepay in accordance
with the Prepayment Assumption; (ii) none of the Master Servicer, the Special Servicer, the Depositor and the Class R
Certificateholder will exercise the right described in Section 9.01 of this Agreement to cause early termination of
the Trust Fund; and (iii) no Trust Loan is repurchased or substituted for by the applicable Mortgage Loan Seller pursuant
to Article II of this Agreement.


 


Section 4.05          
Imposition of Tax on the Trust REMICs. In the event that any tax, including interest, penalties or assessments, additional
amounts or additions to tax, is imposed on a Trust REMIC, such tax shall be charged against amounts otherwise distributable with
respect to the Non-Uncertificated VRR Retained Pooled Regular Certificates, the Class VRR Upper-Tier Regular Interest, the
360 Rosemary Loan-Specific Certificates, the 111 River Street Loan-Specific Certificates and the Class R Certificates, as
applicable; provided that any taxes imposed on any net


 






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income from foreclosure property pursuant to Code Section 860G(d) or
any similar tax imposed by a state or local jurisdiction shall instead be treated as an expense of the related REO Property in
determining Net REO Proceeds with respect to the REO Property (and until such taxes are paid, the Special Servicer from time to
time shall withdraw from the REO Account and transfer to the Certificate Administrator for deposit into the Distribution Accounts,
as applicable, amounts reasonably determined by the Certificate Administrator to be necessary to pay such taxes, and the Certificate
Administrator shall return to the Special Servicer the excess determined by the Certificate Administrator from time to time of
the amount in excess of the amount necessary to pay such taxes); provided that any such tax imposed on net income from foreclosure
property that exceeds the amount in any such reserve shall be retained from Aggregate Pooled Available Funds, 360 Rosemary Available
Funds or 111 River Street Available Funds, as applicable, as provided in Section 3.06(a)(vii) of this Agreement and
the next sentence. Except as provided in the preceding sentence, the Certificate Administrator is hereby authorized to and shall
retain or cause to be retained from the Distribution Account in determining the amount of Aggregate Pooled Available Funds, 360
Rosemary Available Funds or 111 River Street Available Funds, as applicable, sufficient funds to pay or provide for the payment
of, and to actually pay, such tax as is legally owed by the applicable Trust REMIC (but such authorization shall not prevent the
Certificate Administrator from contesting, at the expense of the Trust Fund, 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 or cause to be segregated, into a separate non-interest bearing account, (i) the net income from any
“prohibited transaction” under Code Section 860F(a) or (ii) the amount of any contribution to a Trust
REMIC after the Startup Day that is subject to tax under Code Section 860G(d) and use such income or amount, to the extent
necessary, to pay such tax (and return the balance thereof, if any, to the related Distribution Account). To the extent that any
such tax is paid to the IRS, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable
to the Holders of the Class R Certificates in respect of the related residual interest and shall distribute such retained
amounts to the Holders of Non-Uncertificated VRR Retained Pooled Regular Certificates in respect of such Certificates, to the
Holders of the Class VRR Certificates and the Combined Uncertificated VRR Interest Owner in respect of the Class VRR
Upper-Tier Regular Interest, to the Holders of the 360 Rosemary Loan-Specific Certificates, to the Holders of the 111 River Street
Loan-Specific Certificates or to the Certificate Administrator in respect of the Lower-Tier Regular Interests, the 360 Rosemary
Regular Interests or 111 River Street Regular Interests, as applicable, until they are fully reimbursed and then to the Holders
of the Class R Certificates in respect of the related residual interest. None of the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee shall be responsible for any taxes imposed on a Trust REMIC except to the extent
such tax is attributable to a breach of a representation or warranty of the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee or an act or omission of the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee in contravention of this Agreement in both cases, provided, further, that such breach, act or omission
could result in liability under Section 6.03, in the case of the Master Servicer or the Special Servicer, as applicable,
or Section 4.04 or Section 8.01, in the case of the Certificate Administrator or the Trustee. Notwithstanding
anything in this Agreement to the contrary, in each such case, the Master Servicer or the Special Servicer shall not be responsible
for the Certificate Administrator’s, the Authenticating Agent’s, the Certificate Registrar’s, the Paying Agent’s
or the Trustee’s breaches, acts or omissions, and the Trustee shall not be responsible for the breaches, acts


 






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or omissions
of the Certificate Administrator, the Master Servicer, the Special Servicer, the Authenticating Agent, the Certificate Registrar
or the Paying Agent, and the Certificate Administrator shall not be responsible for the breaches, acts or omissions of the Trustee,
the Master Servicer, the Special Servicer and, in each case if a different entity than the Certificate Administrator, the Authenticating
Agent, the Certificate Registrar or the Paying Agent.


 


Section 4.06          
Remittances; P&I Advances.


 


(a)         
On the Master Servicer Remittance Date immediately preceding each Distribution Date, the Master Servicer shall:


 


(i)             
remit to the Certificate Administrator (A) for deposit in the Lower Tier REMIC Distribution Account an amount equal to the Yield
Maintenance Charges applicable to the Mortgage Loans (but not a Companion Loan) received by the Master Servicer during the Collection
Period relating to such Distribution Date (or, in the case of an Outside Serviced Mortgage Loan, received by the Master Servicer
as of the close of business on the Business Day immediately preceding the applicable Master Servicer Remittance Date and not previously
so remitted to the Certificate Administrator), (B) for deposit in the 360 Rosemary REMIC Distribution Account an amount equal
to the Yield Maintenance Charges applicable to the 360 Rosemary Trust Subordinate Companion Loan received by the Master Servicer
during the Collection period relating to such Distribution Date and (C) for deposit in the 111 River Street REMIC Distribution
Account an amount equal to the Yield Maintenance Charges applicable to the 111 River Street Trust Subordinate Companion Loan received
by the Master Servicer during the Collection period relating to such Distribution Date;


 


(ii)           
remit to the Certificate Administrator (A) for deposit in the Lower Tier REMIC Distribution Account an amount equal to the Aggregate
Pooled Available Funds applicable to the Mortgage Loans (other than the amounts referred to in clause (iv) below and clause (e)
of the definition of “Aggregate Pooled Available Funds”); (B) for deposit in the 360 Rosemary REMIC Distribution
Account an amount equal to the 360 Rosemary Available Funds applicable to the 360 Rosemary Trust Subordinate Companion Loan (other
than the amounts referred to in clause (iv) below and clause (d) of the definition of “360 Rosemary Available Funds”);
and (C) for deposit in the 111 River Street REMIC Distribution Account an amount equal to the 111 River Street Available Funds
applicable to the 111 River Street Trust Subordinate Companion Loan (other than the amounts referred to in clause (iv) below and
clause (d) of the definition of “111 River Street Available Funds”);


 


(iii)            
remit to CREFC® the CREFC® Intellectual Property Royalty License Fee;


 


(iv)            
make a P&I Advance (A) with respect to the Pooled Certificates by remittance to the Certificate Administrator for deposit
into the Lower-Tier REMIC Distribution Account, in an amount equal to the sum of the Applicable Monthly


 






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Payments for each Mortgage
Loan (including any Outside Serviced Mortgage Loan, any REO Mortgage Loan and any Mortgage Loan related to a Loan Combination,
but not a Companion Loan) to the extent such amounts were not received by the Master Servicer on such Mortgage Loan as of the
close of business on the Determination Date (without regard to any grace period) in the same month as (or, in the case of an Outside
Serviced Mortgage Loan, was not received by the Master Servicer on such Mortgage Loan as of the close of business on the Business
Day immediately preceding) such Master Servicer Remittance Date), (B) with respect to the 360 Rosemary Loan-Specific Certificates
by remittance to the Certificate Administrator for deposit into the 360 Rosemary REMIC Distribution Account, in an amount equal
to the Applicable Monthly Payment for the 360 Rosemary Trust Subordinate Companion Loan to the extent such amount was not received
by the Master Servicer on the 360 Rosemary Trust Subordinate Companion Loan as of the close of business on the Determination Date
(without regard to any grace period) in the same month as such Master Servicer Remittance Date and (C) with respect to the 111
River Street Loan-Specific Certificates by remittance to the Certificate Administrator for deposit into the 111 River Street REMIC
Distribution Account, in an amount equal to the Applicable Monthly Payment for the 111 River Street Trust Subordinate Companion
Loan to the extent such amount was not received by the Master Servicer on the 111 River Street Trust Subordinate Companion Loan
as of the close of business on the Determination Date (without regard to any grace period) in the same month as such Master Servicer
Remittance Date, except that, in each case, the portion of any such P&I Advance equal to the CREFC® Intellectual
Property Royalty License Fee for each such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, shall not be remitted
to the Certificate Administrator but shall instead be remitted to CREFC® and the portion of such P&I Advance
equal to the Asset Representations Reviewer Ongoing Fee (other than with respect to any Trust Subordinate Companion Loan), the
Operating Advisor Fee or the Trustee/Certificate Administrator Fee, to the extent the subject fee remains unpaid to the applicable
party hereunder, shall be deposited in the Collection Account or the applicable Loan Combination Custodial Account, as applicable,
for payment to such party;


 


(v)           
remit to the Certificate Administrator, as compensation for it and the Trustee, the Trustee/Certificate Administrator Fee for
the related Distribution Date out of the amounts from which it is payable;


 


(vi)            
remit to the Certificate Administrator for deposit in the Excess Liquidation Proceeds Reserve Account an amount equal to the Excess
Liquidation Proceeds received during the related Collection Period (or, in the case of an Outside Serviced Mortgage Loan, received
by the Master Servicer as of the close of business on the Business Day immediately preceding the applicable Master Servicer Remittance
Date and not previously so remitted to the Certificate Administrator), if any; and


 


(vii)          
remit to the Certificate Administrator for deposit in the Excess Interest Distribution Account all Excess Interest for the related
Distribution Date


 






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then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.06(a)(ii)
through Section 3.06(a)(ix) of this Agreement.


 


Neither
the Master Servicer nor the Trustee shall be required or permitted to make an advance for Balloon Payments, Default Interest,
Excess Interest or Yield Maintenance Charges, or delinquent Monthly Payments on the Companion Loans (other than the Trust Subordinate
Companion Loans) or any REO Companion Loans (other than any successor REO Companion Loan with respect to any Trust Subordinate
Companion Loan). The amount required to be advanced in respect of delinquent payments of interest on any Mortgage Loan or Trust
Subordinate Companion Loan as to which an Appraisal Reduction Amount exists will equal the product of (i) the amount otherwise
required to be advanced by the Master Servicer with respect to delinquent payments of interest without giving effect to such Appraisal
Reduction Amounts, and (ii) a fraction, the numerator of which is the Stated Principal Balance of such Mortgage Loan or Trust
Subordinate Companion Loan as of the last day of the related Collection Period, reduced by such Appraisal Reduction Amount, and
the denominator of which is the Stated Principal Balance of such Mortgage Loan or Trust Subordinate Companion Loan as of the last
day of the related Collection Period. Appraisal Reduction Amounts shall not affect the principal portion of any P&I Advances.


 


Any
amount advanced by the Master Servicer pursuant to Section 4.06(a)(iv) of this Agreement shall constitute a P&I
Advance for all purposes of this Agreement and the Master Servicer shall be entitled to reimbursement (with interest at the Advance
Rate). The Special Servicer shall have no obligation to make any P&I Advance.


 


The
Certificate Administrator shall notify the Master Servicer and the Trustee by telephone if as of 3:00 p.m., New York City
time, on the Master Servicer Remittance Date, the Certificate Administrator has not received the amount of a required P&I
Advance hereunder. If as of 11:00 a.m., New York City time, on any Distribution Date the Master Servicer shall not have made
the P&I Advance required to have been made on the related Master Servicer Remittance Date pursuant to Section 4.06(a)(iv)
of this Agreement, the Certificate Administrator shall notify the Trustee and the Trustee shall no later than 1:00 p.m.,
New York City time, on such Business Day deposit into the Lower-Tier REMIC Distribution Account, the 360 Rosemary REMIC Distribution
Account or the 111 River Street REMIC Distribution Account, as applicable, in immediately available funds an amount equal to the
P&I Advances otherwise required to have been made by the Master Servicer.


 


Neither
the Master Servicer nor the Trustee shall be obligated to make a P&I Advance as to any Monthly Payment on any date on which
a P&I Advance is otherwise required to be made by this Section 4.06 if the Master Servicer or the Trustee, as
applicable, or the Special Servicer determines that such Advance will be a Nonrecoverable Advance. The determination by any Person
with an obligation hereunder to make P&I Advances that it has made (or in the case of a determination by the Special Servicer,
that the Master Servicer or the Trustee has made) a Nonrecoverable Advance or the determination by the Special Servicer, the Master
Servicer or the Trustee that any proposed P&I Advance, if made, would constitute a Nonrecoverable Advance, shall be made by
such Person (i) in the case of the Master Servicer or the Special Servicer, in accordance with the Servicing Standard or
(ii) in the case of the Trustee, in its good faith business judgment, and shall be evidenced by an Officer’s Certificate
as set forth in Section 4.06(b). In


 






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connection with a determination by the Special Servicer, the Master Servicer or
the Trustee as to whether a P&I Advance previously made or to be made constitutes or would constitute a Nonrecoverable Advance:


 


(A)            
any such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms of the
related Mortgage Loan or Serviced Loan Combination as it may have been modified, to consider (among other things) the related
Mortgaged Properties in their “as is” or then current conditions and occupancies, as modified by such party’s
assumptions regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate
and consider (among other things) future expenses and to estimate and consider (among other things) the timing of recoveries;


 


(B)             
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 may obtain at the expense of the Trust Fund any analysis, Appraisals or market
value estimates or other information for such purposes;


 


(C)             
the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed P&I
Advance, if made, would be a Nonrecoverable Advance or that any outstanding P&I Advance is a Nonrecoverable Advance and may
deliver to the Master Servicer, the Trustee, any applicable Directing Holder and the Controlling Class Representative if
it is an applicable Consulting Party, notice of such determination, which determination shall be conclusive and binding on the
Master Servicer and the Trustee;


 


(D)            
although the Special Servicer may determine whether a P&I Advance is a Nonrecoverable Advance, the Special Servicer will have
no right to (i) make an affirmative determination that any P&I Advance previously made or to be made (or contemplated to be
made) by the Master Servicer or the Trustee is, or would be, recoverable or (ii) reverse any determination that may have been
made by the Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from making a determination that
a P&I Advance constitutes or would constitute a Nonrecoverable Advance; provided that this sentence will not be construed
to limit the Special Servicer’s right to make a determination that a P&I Advance to be made (or contemplated to be made)
would be, or a previously made Advance is, a Nonrecoverable Advance, as described in this Section 4.06;


 


(E)             
any non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 4.06
with respect to the recoverability of P&I Advances shall be conclusive and binding on the


 






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Master Servicer (in the case of
such a determination by the Special Servicer) and the Trustee;


 


(F)           
the Master Servicer shall provide notice to the Trustee on or prior to the Master Servicer Remittance Date of any such non-recoverability
determination made by the Master Servicer on or prior to such date;


 


(G)            
the Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer that a P&I
Advance, if made, would be a Nonrecoverable Advance; provided, however, that if the Master Servicer has failed to
make a P&I Advance for reasons other than a determination by the Master Servicer or Special Servicer that such Advance would
be a Nonrecoverable Advance, the Trustee shall make such advance within the time periods required by this Section 4.06
unless the Trustee, in its good faith business judgment, or the Special Servicer, in accordance with the Servicing Standard,
makes a determination prior to the times specified in this Section 4.06 that such advance would be a Nonrecoverable
Advance;


 


(H)            
the Special Servicer shall report, promptly upon making a determination contemplated in this paragraph, to the Master Servicer
the Special Servicer’s determination as to whether any P&I Advance made with respect to any previous Distribution Date
or required to be made with respect to a future Distribution Date with respect to any Specially Serviced Loan is a Nonrecoverable
P&I Advance, and if the Special Servicer determines that such P&I Advance is a Nonrecoverable P&I Advance, such determination
shall be conclusive and binding on the Master Servicer and the Trustee, and the Master Servicer and the Trustee shall be entitled
to conclusively rely on such determination; and


 


(I)            
notwithstanding the foregoing, the Trustee may conclusively rely upon any determination by the Master Servicer or the Special
Servicer that any P&I Advance would be recoverable (unless a non-recoverability determination has been made by the other servicer
in accordance with clause (E) above which is binding on the Trustee), and the Master Servicer may conclusively rely upon
any determination by the Special Servicer that any P&I Advance would be recoverable.


 


The
Master Servicer or the Trustee, as applicable, shall be entitled to the reimbursement of P&I Advances it makes (together with
interest thereon) to the extent permitted pursuant to Section 3.06(a)(ii) of this Agreement and each of the Master
Servicer and Special Servicer hereby covenants and agrees to promptly seek and effect the reimbursement of such Advances from
the related Mortgagors to the extent permitted by applicable law and the related Trust Loan.


 


Within
2 Business Days of making a P&I Advance on any Mortgage Loan that is part of a Loan Combination, the Master Servicer or the
Trustee, as applicable, shall provide written


 






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notice of the amount of such P&I Advance to (i) if such Mortgage Loan is part
of a Serviced Loan Combination, the related Other Servicer, Other Special Servicer and Other Trustee of each Other Securitization
Trust that holds a related Serviced Companion Loan, if any, or (ii) if such Mortgage Loan is part of an Outside Serviced
Loan Combination, the related Outside Servicer, Outside Special Servicer and Outside Trustee of the related Outside Securitization
Trust.


 


With
respect to P&I Advances and each Outside Serviced Mortgage Loan, the Master Servicer and the Trustee shall be entitled to
rely on the “appraisal reduction amount” calculated by the related Outside Special Servicer or the related Outside
Servicer in accordance with the terms of the applicable Outside Servicing Agreement.


 


(b)           
The determination by the Master Servicer, the Trustee or the Special Servicer that a P&I Advance has become a Nonrecoverable
P&I Advance or that any proposed P&I Advance, if made pursuant to this Section 4.06 with respect to any Mortgage
Loan (or with respect to any successor REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable
P&I Advance, shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance
Date to the Trustee (unless it is the Person making the determination), any applicable Directing Holder, the holder of any related
Pari Passu Companion Loan or its Companion Loan Holder Representative (in the case of a Pari Passu Loan Combination), the Master
Servicer (unless it is the Person making the determination), the Special Servicer (unless it is the Person making the determination)
and, if the Trustee is making the determination, the Depositor, setting forth the basis for such determination, together with
any other information that supports such determination together with a copy of any Appraisal of the related Mortgaged Property
or REO Property, as the case may be (which Appraisal shall be an expense of the Trust, shall take into account any material change
in circumstances of which such Person is aware or such Person has received new information, either of which has a material effect
on the value and shall have been conducted in accordance with the standards of the Appraisal Institute within the twelve months
preceding such determination of nonrecoverability), and further accompanied by related Mortgagor operating statements and financial
statements, budgets and rent rolls of the related Mortgaged Property (to the extent available and/or in such Person’s possession)
and any engineers’ reports, environmental surveys or similar reports that such Person may have obtained and that support
such determination. The Master Servicer and the Special Servicer shall consider Unliquidated Advances with respect to prior P&I
Advances for the purpose of nonrecoverability determinations as if such amounts were unreimbursed P&I Advances.


 


(c)            
With respect to each Outside Serviced Mortgage Loan, the Master Servicer, the Special Servicer or the Trustee shall make its determination
(based on information provided by the applicable Outside Servicer and Outside Special Servicer) that a P&I Advance that has
been made on such Outside Serviced Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) is a Nonrecoverable
Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Outside
Serviced Mortgage Loan independently of any determination made by the applicable Outside Servicer, the applicable Outside Special
Servicer or the Outside Trustee, as the case may be, under the applicable Outside Servicing Agreement in respect of the related
Outside Serviced Companion Loan. If the Master Servicer, the Special Servicer or


 






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the Trustee determines that a proposed P&I
Advance with respect to an Outside Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to an Outside
Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer, the Special
Servicer or the Trustee, as applicable, shall provide the applicable Outside Servicer and Outside Special Servicer 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 Outside Servicer or the related Outside Special Servicer, as the case may be, that either has determined,
or the Outside Trustee has determined, in accordance with the applicable Outside Servicing Agreement with respect to an Outside
Serviced Companion Loan, that any proposed advance under the applicable Outside Servicing Agreement that is similar to a P&I
Advance would be, or any outstanding advance under such Outside Servicing Agreement that is similar to a P&I Advance is, a
nonrecoverable advance, then the Master Servicer, the Special 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 Outside Serviced Mortgage Loan will
be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer and the Trustee shall not be required to
make any additional P&I Advances with respect to the related Outside 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 Outside Serviced
Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related
Outside Servicer or the related Outside Special Servicer, as the case may be, or otherwise. For the avoidance of doubt, the Master
Servicer, the Special 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.
Any non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 4.06 with respect
to the recoverability of P&I Advances shall be conclusive and binding on the Master Servicer (in the case of such a determination
by the Special Servicer) and the Trustee.


 


(d)           
If the Trustee, the Master Servicer or the Special Servicer has received written notice from S&P, Fitch, KBRA or DBRS Morningstar
to the effect that continuation of the Master Servicer or the Special Servicer in such capacity would result in the downgrade,
qualification or withdrawal of any rating then assigned by S&P, Fitch, KBRA or DBRS Morningstar, as applicable, to any Class of
Certificates and citing servicing concerns with such Master Servicer or Special Servicer, as applicable, as the sole or material
factor in such rating action, and such notice is not rescinded within 60 days, then the Trustee, the Master Servicer or the
Special Servicer, as applicable, shall promptly notify the other such parties and the Certificate Administrator, and the Certificate
Administrator shall promptly notify the Serviced Companion Loan Holder and the applicable master servicer of any Serviced Companion
Loan.


 


(e)            
For the avoidance of doubt, if a Mortgage Loan is subject to a forbearance agreement, standstill agreement or similar agreement
that provides for a temporary deferral or similar temporary accommodation with respect to all or a portion of the related Monthly
Payments, the Master Servicer shall make P&I Advances for such Mortgage Loan based on the terms of the related Loan Documents
in effect immediately prior to the date of such


 






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forbearance or similar agreement, subject to any non-recoverability determination
with respect to such Mortgage Loan.


 


(f)            
Notwithstanding any other terms of this Agreement, none of the Master Servicer, the Special Servicer nor the Trustee shall be
entitled to recover: (1) from any collections on a Trust Subordinate Companion Loan, any Nonrecoverable Advance made, or interest
on any Nonrecoverable Advance made, in respect of a Mortgage Loan (other than the Mortgage Loan related to such Trust Subordinate
Companion Loan); or (2) any Nonrecoverable Advance that is a P&I Advance made in respect of a Trust Subordinate Companion
Loan or any interest due on such Advance from any collections or amounts allocable to the Mortgage Loans (other than the Mortgage
Loan related to such Trust Subordinate Companion Loan). With respect to each Trust Subordinate Companion Loan, the Master Servicer,
the Special Servicer or the Trustee shall only be entitled to reimbursement for a P&I Advance from the amounts that would
have been allocable to such Trust Subordinate Companion Loan or, if such P&I Advance is a Nonrecoverable Advance, allocable
to the related Mortgage Loan and any related Pari Passu Companion Loan.


 


(g)           
Notwithstanding any other terms of this Agreement, none of the Master Servicer, the Special Servicer nor the Trustee shall be
entitled to recover: (1) from collections on a Trust Subordinate Companion Loan any Workout-Delayed Reimbursement Amounts in respect
of a Mortgage Loan (other than the Mortgage Loan related to such Trust Subordinate Companion Loan); or (2) from any collections
on or allocable to the Mortgage Loans (other than the Mortgage Loan related to such Trust Subordinate Companion Loan) any Workout-Delayed
Reimbursement Amounts in respect of a Trust Subordinate Companion Loan. However, if the Workout-Delayed Reimbursement Amount relates
to a Property Advance for the 360 Rosemary Loan Combination or the 111 River Street Loan Combination, the Master Servicer shall
be entitled to recover such Workout-Delayed Reimbursement Amount from general collections on deposit in the Collection Account
for the Mortgage Pool and the applicable Trust Subordinate Companion Loan.


 


Section 4.07          
Grantor Trust Reporting.


 


(a)            
The Certificate Administrator shall maintain adequate books and records to account for the separate entitlements of the Grantor
Trust.


 


(b)           
The parties intend that the Grantor Trust shall be treated as a “grantor trust” under the Code, and the provisions
thereof shall be interpreted consistently with this intention. In furtherance of such intention, none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall vary the assets of the Grantor Trust so as
to take advantage of market fluctuations or so as to improve the rate of return of the Grantor Trust Certificates or the Combined
Uncertificated VRR Interest, and shall otherwise comply with Treasury Regulations Section 301.7701-4(c). The Certificate
Administrator shall timely file or cause to be timely filed with the IRS Form 1041, Form 1099 or such other form as may be applicable
and shall furnish or cause to be furnished to


 






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the Holders of the respective Classes of the Grantor Trust Certificates and the
Combined Uncertificated VRR Interest Owner, their allocable share of income and expense with respect to the VRR Specific Grantor
Trust Assets, the Class S Specific Grantor Trust Assets and proceeds thereof as such amounts are received or accrue, as applicable.


 


(c)         
(i)            The Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator shall 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 will not be liable for any tax reporting penalties
that may arise under the WHFIT Regulations in the event that the IRS makes a determination that is contrary to the first sentence
of this paragraph.


 


(ii)           
The Certificate Administrator, in its discretion, shall report required WHFIT information using either the cash or accrual method,
except to the extent the WHFIT Regulations specifically require a different method. With respect to the Class S Certificates,
the Certificate Administrator is hereby directed to assume that Hare & Co. is the only “middleman” as defined
by the WHFIT Regulations unless it has actual knowledge to the contrary or the Depositor provides the Certificate Administrator
with the identity of any other “middlemen”. The Certificate Administrator shall make available (via the Certificate
Administrator’s Website) WHFIT information to Certificateholders and the Combined Uncertificated VRR Interest Owner annually.
In addition, the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised or updated
information to any Certificateholder or Uncertificated VRR Interest Owner, unless requested by such Certificateholder or such
Uncertificated VRR Interest Owner.


 


(iii)            
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 that is not in its
possession being provided to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided
to the Certificate Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership
of an interest in a WHFIT, 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 Certificates, 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.


 


(d)           
To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on the
Certificate Administrator’s Website the CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIP
Number so published will represent the Rule 144A CUSIP Numbers. The


 






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Certificate Administrator shall make reasonable good
faith efforts to keep the website accurate and updated to the extent CUSIP Numbers have been received. Absent the receipt of a
CUSIP Number, the Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP Number. The Certificate
Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number
information.


 


Section 4.08          
Calculations.


 


Provided
that the Certificate Administrator receives the necessary loan-level information from the Master Servicer and/or the Special Servicer,
the Certificate Administrator shall be responsible for performing all calculations necessary in connection with the actual and
deemed distributions to be made pursuant to Section 4.01, the preparation of the Distribution Date Statements pursuant
to Section 4.02(a) and the actual and deemed allocations of Realized Losses to be made pursuant to Section 4.01.
The Certificate Administrator shall calculate the Principal Distribution Amount, the VRR Principal Distribution Amount, the Aggregate
Principal Distribution Amount, the 360 Rosemary Principal Distribution Amount, the 360RR Principal Distribution Amount, the Aggregate
360 Rosemary Principal Distribution Amount, the 111 River Street Principal Distribution Amount, the Interest Distribution Amounts,
the VRR Interest Distribution Amount, the 360 Rosemary Interest Distribution Amounts, the 360RR Interest Distribution Amount,
the 111 River Street Interest Distribution Amount, the 360RR Realized Loss Interest Distribution Amount and the VRR Realized Loss
Interest Distribution Amount for each Distribution Date and shall allocate such amounts among Certificateholders and the Combined
Uncertificated VRR Interest Owner in accordance with this Agreement. Absent actual knowledge of an error therein, the Certificate
Administrator shall have no obligation to recompute, recalculate or otherwise verify any loan-level information provided to it
by the Master Servicer. The calculations by the Certificate Administrator contemplated by this Section 4.08 shall,
in the absence of manifest error, be deemed to be correct for all purposes hereunder.


 


Section 4.09          
Secure Data Room. (a) Within 60 days of the Closing Date, the Certificate Administrator shall create a Secure Data
Room, and the Depositor shall, upon the earlier of (i) receipt of all the Mortgage Loan Sellers’ Diligence File Certifications
and (ii) the 120th day following the Closing Date (but, in any event, no earlier than the date on which the Depositor has received
a written notice from the Certificate Administrator that the Secure Data Room has been created), deliver to the Certificate Administrator
(but solely with respect to any Diligence File(s) received by the Depositor as to which it has received the related Mortgage Loan
Seller’s Diligence File Certification) an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded
by the Mortgage Loan Sellers to the Designated Site. After the 120th day following the Closing Date, the Depositor may deliver
any Mortgage Loan Seller’s Diligence Files to the Certificate Administrator if it has not previously delivered such Mortgage
Loan Seller’s Diligence Files to the Certificate Administrator. Upon receipt thereof, the Certificate Administrator shall
promptly upload the contents of each Diligence File 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 KK hereto (which shall be sent via e-mail to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate


 






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Administrator’s website). In no case whatsoever shall Certificateholders
or the Combined Uncertificated VRR Interest Owner 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 to the Secure Data Room other than the contents of
the Diligence Files initially delivered to it by the Depositor with respect to each Mortgage Loan Seller.


 


(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 and information constituting any Diligence File have actually been delivered
to the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the
Secure Data Room. In the event that any document is posted in error, the Certificate Administrator may remove such document from
the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies of
any document 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 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 documents 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 (but shall not be obligated to) 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 consist of the Pooled Certificates, the Loan-Specific Certificates and the Class
R Certificates. The Pooled Certificates


 






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consist of the Class A-1 Certificates, the Class A-2 Certificates, the Class
A-3 Certificates, the Class A-4 Certificates, the Class A-5 Certificates, the Class A-AB Certificates, the Class X-A
Certificates, the Class A-S Certificates, the Class B Certificates, the Class C Certificates, the Class X-B
Certificates, the Class X-D Certificates, the Class X-F Certificates, the Class X-G Certificates, the Class X-H
Certificates, the Class X-J Certificates, the Class D Certificates, the Class E Certificates, the Class F
Certificates, the Class G Certificates, the Class H Certificates, the Class J Certificates, the Class R Certificates
and the Class S Certificates. The 360 Rosemary Loan-Specific Certificates consist of the Class 360A, Class 360X, Class 360B,
Class 360C, Class 360D, Class 360E and Class 360RR Certificates. The 111 River Street Loan-Specific Certificates consist
of the Class 111A, Class 111B, Class 111C, Class 111D and Class 111E Certificates.


 


Each
Class of Certificates will be substantially in the forms annexed hereto as Exhibits A-1 through A-36,
respectively, 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 Public Certificates (other than the Class X-A
Certificates) shall be issued in minimum denominations of $10,000 and integral multiples of $1 in excess thereof. The Private
Certificates (other than the Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class VRR, Class S and Class R
Certificates) shall be issued in minimum denominations of $100,000 and integral multiples of $1 in excess thereof. The Class VRR
Certificates shall be issued in minimum denominations of $100,000 and integral multiples of $0.01 in excess thereof. The Class X-A,
Class X-B, Class X-D, Class X-F, Class X-G, Class X-H, Class X-J and Class 360X Certificates shall be issued, maintained
and transferred only in minimum denominations of authorized initial notional amounts of not less than $1,000,000 and in integral
multiples of $1 in excess thereof. If the initial Certificate Balance or initial Notional Amount, as applicable, of any Class of
Certificates (exclusive of the Class S and Class R Certificates) does not equal an integral multiple of $1, then a single Certificate
of such Class may be issued in a minimum denomination of authorized initial principal balance or initial notional amount,
as applicable, that includes the excess of (i) the initial Certificate Balance or initial Notional Amount, as applicable,
of such Class over (ii) the largest integral multiple of $1 that does not exceed such amount. The Class R Certificates
shall be issued, maintained and transferred in minimum percentage interests of 10% of such Class R Certificates and in integral
multiples of 1% in excess thereof. The Class S Certificates shall be issued, maintained and transferred in minimum percentage
interests of 10% of such Class S Certificates and in integral multiples of 1% in excess thereof.


 


(b)           
One authorized signatory shall sign the Certificates for the Certificate Administrator 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 Administrator
countersigns the Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized
signatory of the Certificate Administrator (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.


 






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Section 5.02          
Form and Registration.


 


(a)         
Each Class of Public Certificates shall be represented by a single, global certificate in definitive, fully registered form
without interest coupons, substantially in the applicable form set forth as an exhibit hereto, 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 Global Certificate may from time to time
be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as
hereinafter provided.


 


(b)        
Unless and until Definitive Certificates are issued in respect of a Class of Global Certificates, beneficial ownership interests
in such 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.


 


(c)         
No transfer of any Private 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 is to be made in reliance upon an exemption
from the Securities Act, and under the applicable state securities laws, then:


 


(i)             
The Certificates of each Class of the Private Certificates (other than the Risk Retention Certificates, the Class S
Certificates and the Class R Certificates) sold in offshore transactions in reliance on Regulation S under the Act shall
initially be represented by a temporary global certificate in definitive, fully registered form without interest coupons, substantially
in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Global Certificate”),
which shall be deposited on the Closing Date on behalf of the purchasers of the Private 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 Global Certificate may be held
only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation
S Global Certificate may be exchanged for an interest in the related permanent global certificate of the same Class of Private
Certificates (a


 






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“Regulation S Global Certificate”) in the applicable form set forth as an exhibit hereto in
accordance with the procedures set forth in Section 5.03(f) of this Agreement. During the Restricted Period, distributions
due in respect of a beneficial interest in a Temporary Regulation S Global Certificate shall only be made upon delivery to the
Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the
expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Global
Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation
S Global Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary
Regulation S Global Certificate or a Regulation S Global Certificate may from time to time be increased or decreased by adjustments
made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Global Certificates, which shall be held by the Certificate
Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Computershare Trust Company, National
Association is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the
authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Computershare
Trust Company, National Association is removed as Certificate Administrator, then Computershare Trust Company, National Association
shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Certificate Administrator (or, if
the same entity is acting as both the Authenticating Agent and the Certificate Administrator and such entity is being removed
from both capacities, a successor Certificate Administrator) shall appoint a successor authenticating agent, which may be the
Certificate Administrator or an Affiliate thereof, in accordance with Section 5.09 of this Agreement.


 


(ii)           
The Certificates of each Class of Private Certificates (other than the Risk Retention Certificates, the Class S Certificates
and the Class R Certificates) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented
by a single, global certificate in definitive, fully registered form without interest coupons, substantially in the applicable
form set forth as an exhibit hereto (each, a “Rule 144A Global Certificate”), which shall be deposited
with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the
name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Global Certificate
may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian
for the Depository, as hereinafter provided.


 


(iii)            
The Certificates of each Class of Private Certificates offered and sold in the United States to investors that are Institutional
Accredited Investors that are not Qualified Institutional Buyers, the Risk Retention Certificates (during the 360RR Interest Transfer
Restriction Period), the Class S Certificates and the


 






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Class R Certificates (collectively, the “Non-Book Entry
Certificates”) shall be in the form of Definitive Certificates, in each case 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.


 


(d)           
Owners of beneficial interests in Global 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 Global Certificates of
such Class or ceases to be a Clearing Agency, and the Certificate Administrator and the Depositor are unable to locate a
qualified successor within 90 days of such notice; (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 Trustee to obtain possession of the Certificates of
such Class; or (iii) in the case of a Private Certificate, all of the applicable requirements of Section 5.03
of this Agreement are satisfied; provided, however, that under no circumstances will certificated Private Certificates
be issued to beneficial owners of a Temporary Regulation S Global Certificate. Upon notice of the occurrence of any of the events
described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Global
Certificates and upon surrender by the Depository of any Global Certificate of such Class and receipt from the Depository
of instructions for reregistration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive
Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Global Certificate, the same legends
regarding transfer restrictions borne by such Global Certificate), and thereafter the Certificate Registrar shall recognize the
holders of such Definitive Certificates as Certificateholders under this Agreement.


 


(e)            
If any Certificate Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited
Investor that is not a Qualified Institutional Buyer, or wishes to transfer its interest in a Regulation S Global Certificate
to a “U.S. person” (as that term is defined in Rule 902(k) under the Securities Act) that is an Institutional
Accredited Investor but not a Qualified Institutional Buyer, then the transferee shall take delivery in the form of a Non-Book
Entry Certificate, subject to the restrictions on the transfer of such Non-Book Entry Certificate in Section 5.03(h)
of this Agreement. No such transfer shall be made and the Certificate Registrar shall not register any such transfer unless such
transfer complies with the provisions of Section 5.03(h) of this Agreement applicable to transfers of Non-Book Entry
Certificates. Upon acceptance for exchange or transfer of a beneficial interest in a Global Certificate for a Non-Book Entry Certificate,
as provided herein, the Certificate Registrar shall endorse on the schedule affixed to the related Global Certificate (or on a
continuation of such schedule affixed to such Global Certificate and made a part thereof) an appropriate notation evidencing the
date of such exchange or transfer and a decrease in the denomination of such Global Certificate equal to the denomination of such
Non-Book Entry Certificate issued in exchange therefor or upon transfer thereof.


 






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(f)            
During the 360RR Interest Transfer Restriction Period, any Risk Retention Certificate shall only be held as a Definitive Certificate
in the Retained Interest Safekeeping Account by the Certificate Administrator (and the related Retaining Party’s interest
shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Interest
Safekeeping Account), for the benefit of the Holder of the related Certificate. The Certificate Administrator shall hold each
Risk Retention Certificate in safekeeping and shall release the same only upon receipt of a written direction signed by each of
the Depositor, the 360 Rosemary Retaining Sponsor and the Holder of such Certificate, and in accordance with any authentication
procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. There shall be, and hereby
is, established by the Certificate Administrator an account which will be designated the “Retained Interest Safekeeping
Account” and into which each Risk Retention Certificate shall be held and which shall be governed by and subject to this
Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to
the Retained Interest Safekeeping Account for each related Retaining Party. Each Risk Retention Certificate to be delivered in
physical form to the Certificate Administrator shall be delivered as set forth herein. Upon receipt by the Certificate Administrator
of any Risk Retention Certificate in connection with the initial issuance thereof and, for so long as the Risk Retention Certificates
are held in the Retained Interest Safekeeping Account by the Certificate Administrator pursuant to this Agreement, upon any transfer
or exchange pursuant to this Article V of any Risk Retention Certificate, the Certificate Administrator shall deliver
to the related Retaining Party a receipt in the form set forth in Exhibit MM. No amounts distributable with respect
to any Risk Retention Certificate shall be remitted to the Retained Interest Safekeeping Account, but instead shall be remitted
directly to the applicable Retaining Party in accordance with written instructions provided separately on the Closing Date (and
any updates to such written instructions provided from time to time) by such Retaining Party to the Certificate Administrator.
Under no circumstances by virtue of safekeeping any Risk Retention Certificate shall the Certificate Administrator be obligated
to bring legal action or institute proceedings against any Person on behalf of any Retaining Party. During the 360RR Interest
Transfer Restriction Period and for such longer time as the related Retaining Party may request, the Certificate Administrator
shall hold each individual Risk Retention Certificate at the below location, or any other location; provided the Certificate
Administrator has given notice to the Depositor, the Retaining Sponsor and each Retaining Party of such new location:


 


Computershare
Trust Company, National Association

Attn: Security Control and Transfer (SCAT)

425 E. Hennepin Avenue

Minneapolis, Minnesota 55414


 


The
Certificate Administrator shall make available to each related Retaining Party its account information as mutually agreed upon
by the Certificate Administrator and each respective Retaining Party, and in accordance with the Certificate Administrator’s
policies and procedures. Any transfer of a Risk Retention Certificate shall be subject to this Article V. During the 360RR
Interest Transfer Restriction Period, unless the 360 Rosemary Retaining Sponsor and the Depositor otherwise consent in writing,
the Certificate Administrator shall not permit any Person to copy


 






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(other than for internal purposes), and shall not itself provide
to any Person copies of, the executed Risk Retention Certificates held by it in the Retained Interest Safekeeping Account.


 


After
the release of any Credit Risk Retention Certificates pursuant to this Section Article V, the Certificate Administrator
shall have no liability or obligation with respect to the safekeeping of such released Credit Risk Retention Certificates, provided
that such Credit Risk Retention Certificates were held and released in accordance with the terms of this Agreement


 


(g)           
To the extent that the aggregate value and/or principal amount of the RR Interest is in excess of the amount or percentage of
risk retention required pursuant to Regulation RR, such excess portion of the RR Interest shall nevertheless be deemed to be subject
to the requirements of Regulation RR and any Certificates or Uncertificated Interests evidencing or constituting such excess portion
of the RR Interest shall be subject to all of the provisions in this Agreement applicable to the RR Interest including, without
limitation, the provisions of this Article V.


 


Section 5.03          
Registration of Transfer and Exchange of Certificates.


 


(a)            
The Certificate Administrator shall keep or cause to be kept at its principal offices 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 the Uncertificated Interests and of transfers and exchanges of Certificates and the Uncertificated Interest
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 Private Certificates represented by a Temporary
Regulation S Global Certificate, a Regulation S Global Certificate and a Rule 144A Global Certificate and accepting Certificates
for exchange and registration of transfer, (ii) registering transfers and pledges of the Uncertificated Interests and (iii) transmitting
to the Depositor, the Master Servicer and the Special Servicer any notices from the Certificateholders and the Uncertificated
Interest Owners. In its capacity as Certificate Registrar, the Certificate Administrator shall be responsible for, among other
things, holding the Risk Retention Certificates as Definitive Certificates on behalf of each Holder of such Certificates in accordance
with Section 5.02(f).


 


(b)           
Subject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)            
Rule 144A Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest in
the Rule 144A Global 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 Global Certificate


 






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for an interest in the Temporary
Regulation S Global Certificate of the same Class, or to transfer its interest in such Rule 144A Global Certificate to an
institution that is required to take delivery thereof in the form of an interest in the Temporary Regulation S Global Certificate
of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such
interest for an equivalent beneficial interest in such Temporary Regulation S Global Certificate. Upon receipt by the Certificate
Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of (1) instructions given
in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit,
or cause to be credited, a beneficial interest in the Temporary Regulation S Global Certificate in an amount equal to the beneficial
interest in the Rule 144A Global Certificate to be exchanged, (2) a written order given in accordance with the Depository’s
procedures containing information regarding the Euroclear or Clearstream account to be credited with such increase and the name
of such account and (3) a certificate in the form of Exhibit E to this Agreement given by the holder of such beneficial
interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the
Global Certificates and pursuant to and in accordance with Regulation S, then the Certificate Registrar shall instruct the Depository
to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate and to increase, or cause
to be increased, the Certificate Balance of the Temporary Regulation S Global Certificate by the aggregate Certificate Balance
of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to the
account of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both) a beneficial
interest in the Temporary Regulation S Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A
Global Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the
beneficial interest in the Rule 144A Global Certificate that is being exchanged or transferred.


 


(d)           
Rule 144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A
Global 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 Global Certificate for an interest in the Regulation S Global Certificate
of the same Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is required to
take delivery thereof in the form of an interest in a Regulation S Global Certificate, such holder may, subject to the rules and
procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such
Regulation S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11
of this Agreement, of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant
directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global Certificate
in an amount equal to the beneficial interest in the Rule 144A Global Certificate to be exchanged, (2) a written order given
in accordance with the Depository’s procedures containing information regarding the participant account of the Depository
to be credited with such increase and (3) a certificate in the form of Exhibit F to this Agreement given by the holder
of such beneficial interest, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the
Certificate Balance of the Rule 144A Global Certificate and to increase, or


 






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cause to be increased, the Certificate Balance
of the Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global
Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions a beneficial
interest in the Regulation S Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global
Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial
interest in the Rule 144A Global Certificate that is being exchanged or transferred.


 


(e)            
Temporary Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate. If a
holder of a beneficial interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited with
the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation
S Global Certificate or Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class,
or to transfer its interest in such Temporary Regulation S Global Certificate or Regulation S Global Certificate to a Person who
is required to take delivery thereof in the form of an interest in the Rule 144A Global Certificate, such holder may, subject
to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause the exchange
of such interest for an equivalent beneficial interest in the Rule 144A Global Certificate of the same Class. Upon receipt
by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of (1) instructions
from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit
or cause to be credited a beneficial interest in the Rule 144A Global Certificate equal to the beneficial interest in the
Temporary Regulation S Global Certificate or Regulation S Global Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such increase, (2) with respect to a transfer of an
interest in the Regulation S Global Certificate, information regarding the participant account of the Depository to be debited
with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Global Certificate (but not
the Regulation S Global Certificate) for an interest in the Rule 144A Global Certificate at any time during the Restricted
Period, a certificate in the form of Exhibit G to this Agreement given by the holder of such beneficial interest and
stating that the Person transferring such interest in the Temporary Regulation S Global Certificate reasonably believes that the
Person acquiring such interest in the Rule 144A Global Certificate is a Qualified Institutional Buyer and is obtaining such
beneficial interest in a transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct
the Depository to reduce, or cause to be reduced, the Certificate Balance of the Temporary Regulation S Global Certificate or
Regulation S Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Rule 144A Global
Certificate by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S Global Certificate or
Regulation S Global Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with
such reduction, to credit, or cause to be credited, to the account of the Person specified in such instructions, a beneficial
interest in the Rule 144A Global Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation
S Global Certificate or Regulation S Global Certificate and to debit, or cause to be debited, from the account of the Person


 






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making
such transfer the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate that
is being transferred.


 


(f)            
Temporary Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation S Global
Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate
(a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable,
has received a certificate substantially in the form of Exhibit H to this Agreement from the holder of a beneficial
interest in such Temporary Regulation S Global Certificate, shall be exchanged after the Restricted Period, for interests in the
Regulation S Global Certificate of the same Class of Private Certificates. The Certificate Registrar shall effect such exchange
by delivering to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation
S Global Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S Global Certificate
initially exchanged for interests in the Regulation S Global Certificate. The delivery to the Certificate Registrar by Euroclear
or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar
as conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream
pursuant to the terms of this Agreement and the Temporary Regulation S Global Certificate. Upon any exchange of interests in the
Temporary Regulation S Global Certificate for interests in the Regulation S Global Certificate, the Certificate Registrar shall
endorse the Temporary Regulation S Global Certificate to reflect the reduction in the Certificate Balance represented thereby
by the amount so exchanged and shall endorse the Regulation S Global Certificate to reflect the corresponding increase in the
amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Global Certificate,
and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation
S Global Certificate and Rule 144A Global Certificate authenticated and delivered hereunder.


 


(g)           
Non-Book Entry Certificate to Global Certificate. If a holder of a Non-Book Entry Certificate that is a Private Certificate
(other than any Risk Retention Certificate during the 360RR Interest Transfer Restriction Period, a Class S 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 Global Certificate of the same Class, or to transfer all or part of such Non-Book Entry Certificate to an institution that is
entitled to take delivery thereof in the form of an interest in a Global Certificate, such holder may, subject to the rules and
procedures of Euroclear or Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book
Entry Certificate for an equivalent beneficial interest in the appropriate Global Certificate of the same Class. Upon receipt
by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of (1) such
Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such holder directing the Certificate
Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Global Certificate equal
to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited


 






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with such increase and (3) a certificate in the form of Exhibit I
to this Agreement (in the event that the applicable Global Certificate is the Temporary Regulation S Global Certificate),
in the form of Exhibit J to this Agreement (in the event that the applicable Global Certificate is the Regulation
S Global Certificate) or in the form of Exhibit K to this Agreement (in the event that the applicable Global Certificate
is the Rule 144A Global Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled,
all or part of such Non-Book Entry Certificate, and shall, if applicable, direct the Certificate Administrator to execute, authenticate
and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained
by such transferor and shall instruct the Depository to increase, or cause to be increased, such Global Certificate by the aggregate
Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to
the account of the institution specified in such instructions a beneficial interest in the applicable Global Certificate equal
to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written direction of the Depositor
(which may be by e-mail 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)           
Exchanges of Non-Book Entry Certificates. If a holder of a Rule 144A Global Certificate, Regulation S Global Certificate
or Non-Book Entry Certificate (other than a Public Certificate) wishes at any time to transfer its interest in such Rule 144A
Global Certificate, Regulation S Global Certificate or Non-Book Entry Certificate to a Person who is required to take delivery
thereof in the form of a Non-Book Entry Certificate, then (except in connection with the transfer or deemed transfer thereof by
the Depositor, an Initial Purchaser or, if occurring on the Closing Date, the Retaining Sponsor) the Certificate Registrar shall
refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon): (i) a certificate from
the proposed transferor substantially in the form attached as Exhibit L-2B to this Agreement, (ii) an investment representation
letter from the proposed transferee substantially in the form attached as Exhibit L-4 to this Agreement; and (iii) if
required by the Certificate Registrar, an opinion of counsel satisfactory to the Certificate Registrar to the effect that such
transfer shall be made without registration under the Securities Act, together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such transfer and/or the proposed transferee on which
such opinion of counsel is based (such opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee or the Certificate Registrar
in their respective capacities as such).


 


(i)             
Transfers of Risk Retention Certificates. At all times during the 360RR Interest Transfer Restriction Period, if a transfer
of any Class 360RR Certificate is to be made (other than in connection with transfers on the Closing Date), then the Certificate
Registrar shall refuse to register such transfer unless it receives (and, upon receipt, the Certificate Registrar may conclusively
rely upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto
as Exhibit L-5D, which such certification must (x) be countersigned by the applicable Retaining Party and 360 Rosemary
Retaining Sponsor (if different than the Retaining


 






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Party) and include a medallion stamp guarantee of such Retaining Party, and
(ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as
Exhibit L-6D which such certification must (x) be countersigned by the applicable Retaining Party (if different than the
transferor), the 360 Rosemary Retaining Sponsor (if different than the Retaining Party) and (y) include a medallion stamp guarantee
of the such Retaining Party. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.02(f),
Section 5.03(a), Section 5.03(h), the following provisions of this Section 5.03(i), and Section 5.03(n),
reflect such Class 360RR Certificate in the name of the prospective Transferee. In no event shall a Class 360RR Certificate be
held as a Global Certificate during the 360RR Interest Transfer Restriction Period.


 


(j)             
Other Exchanges. In the event that a Global Certificate is exchanged for a Definitive Certificate (other than as otherwise
set forth in Section 5.02(d) of this Agreement), such Certificates may be exchanged only in accordance with such procedures
as are substantially consistent with the provisions of clauses (c) through (f), (h) and (i) 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.


 


(k)           
Restricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates,
transfers of interests in the Temporary Regulation S Global Certificate to U.S. persons (as defined in Regulation S) shall be
limited to transfers made pursuant to the provisions of clause (e) above.


 


(l)             
If Private 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 Private 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, Rule 144
or Regulation S under the Act, Regulation RR or, with respect to Non-Book Entry Certificates, that such Certificates are
not “restricted” within the meaning of Rule 144 under the Act. Upon provision of such satisfactory evidence,
the Certificate Registrar shall authenticate and deliver Certificates that do not bear such legend.


 


(m)          
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.


 


(n)           
No Uncertificated Interest, Class S Certificate or Class R Certificate may be purchased by or transferred to any prospective
purchaser or transferee that is or will be (i) an employee benefit plan or other plan subject to the fiduciary responsibility
or prohibited transaction provisions of ERISA or Code Section 4975 (each, a “Plan”), or (ii) any
entity or collective investment fund the assets of which are considered Plan assets under U.S. Department of Labor Reg. Section 2510.3-101,
as modified by Section 3(42) of


 






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ERISA, or Similar Law (as defined below), an insurance company that is using the assets of
separate accounts or general accounts which include Plan assets (or which are deemed to include assets of Plans) or other Person
acting on behalf of any such Plan or using the assets of a Plan (each, a “Plan Investor”) to purchase such
Certificate or Uncertificated Interest. In addition, no ERISA Restricted Certificate or interest therein may be purchased by or
transferred to any prospective purchaser or transferee that is or will be a Plan or Plan Investor, unless (i) such purchaser or
transferee is an insurance company, (ii) the source of funds used to acquire or hold such ERISA Restricted Certificate or interest
therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (iii) the conditions
in Sections I and III of PTCE 95-60 have been satisfied. Furthermore, no ERISA Restricted Certificate, Uncertificated Interest,
Class S Certificate or Class R Certificate or interest therein may be purchased by or transferred to any prospective
purchaser or transferee that is or will be 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 fiduciary responsibility or prohibited
transaction provisions of ERISA or Code Section 4975 (“Similar Law”), or to any Person acting on behalf
of any such plan or using the assets of such plan to acquire such Certificate or interest therein unless, in the case of an ERISA
Restricted Certificate, its acquisition, holding and disposition of such Certificate or an interest therein would not constitute
or otherwise result in a non-exempt violation of Similar Law. Except in connection with the transfer or deemed transfer thereof
by the Depositor, an Initial Purchaser or, if occurring on the Closing Date, the Retaining Sponsor, each prospective transferee
of an ERISA Restricted Certificate, a Class S Certificate or a Class R Certificate in the form of a Non-Book Entry Certificate
or any Uncertificated Interest shall deliver to the transferor, the Depositor, the Certificate Registrar, the Certificate Administrator
and the Trustee representation letters, substantially in the form of Exhibit L-3 and, except in the case of an Uncertificated
Interest, Exhibit L-4 to this Agreement. Each beneficial owner of a Certificate (other than a Class S or Class R
Certificate) or any interest therein will be deemed to have represented, by virtue of its acquisition or holding of such Certificate
or interest therein, that either (i) it is not a Plan or Plan Investor, (ii) except in the case of an ERISA Restricted
Certificate, it has acquired and is holding the Certificates in reliance on the Underwriter Exemption, and that it understands
that there are certain conditions to the availability of the Underwriter Exemption, including that the Certificates must be rated,
at the time of purchase, not lower than “BBB-” (or its equivalent) by a rating agency that meets the requirements
of the Underwriter Exemption and that such Certificate is so rated and that it is an Institutional Accredited Investor or (iii) 
(1) it is an insurance company, (2) the source of funds used to acquire or hold the Certificate or interest therein is an
“insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and
III of PTCE 95-60 have been satisfied. Each beneficial owner of a Certificate or an interest therein which is a governmental plan
or other plan subject to Similar Law shall be deemed to have represented, by virtue of its acquisition or holding of such Certificate
or interest therein that the acquisition, holding and disposition of such Certificate or an interest therein by the purchaser
will not constitute or otherwise result in a non-exempt violation of Similar Law. Any attempted or purported transfer in violation
of these transfer restrictions shall be null and void ab initio and shall vest no rights in any purported transferee and shall
not relieve the transferor of any obligations with respect to the applicable Certificates.


 






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(o)           
(i) The Depositor hereby directs the Certificate Administrator to register (1) the Uncertificated VRR Interest, upon issuance,
in the Certificate Register in the name of the Initial Uncertificated VRR Interest Owner and (2) the Uncertificated 111RR Interest,
upon issuance, in the Certificate Register in the name of the Initial Uncertificated 111RR Interest Owner. No Person shall be
permitted to own, directly or indirectly, any interest in an Uncertificated Interest other than (i) the Initial Uncertificated
Interest Owner of such Uncertificated Interest or one of its Majority Owned Affiliates that is not a Non-Exempt Person or (ii)
a Person that provides financing permitted under Regulation RR (a “Permitted Lender”) to the applicable Uncertificated
Interest Owner or such Majority Owned Affiliate; provided, further, that if such financing is provided by the Permitted
Lender in a repurchase transaction, the applicable Initial Uncertificated Interest Owner or such Majority-Owned Affiliate of the
applicable Initial Uncertificated Interest Owner may transfer its interest in such Uncertificated Interest to the Permitted Lender
so long as the applicable Initial Uncertificated Interest Owner or such Majority-Owned Affiliate is obligated to repurchase such
interest in such Uncertificated Interest pursuant to the terms of the related financing documents. An Uncertificated Interest
Owner, if it wishes to transfer its Uncertificated Interest, shall notify the Certificate Administrator in writing of such transfer
and identify the new Uncertificated Interest Owner. The Certificate Administrator shall register the ownership of each Uncertificated
Interest on the Certificate Register. Any transfer of an Uncertificated Interest (including to a Majority Owned Affiliate) shall
be null and void ab initio to the extent permitted under applicable law unless all of the following is provided to the
Certificate Administrator: (i) a written instrument whereby the transferor of such Uncertificated Interest assigns, and the
transferee of such Uncertificated Interest assumes, all rights and obligations in connection with such Uncertificated Interest
under this Agreement; (ii) the transferor of such Uncertificated Interest has executed and delivered to the Certificate Administrator
a certification in the form of Exhibit L-6A (in the case of a transfer of the Uncertificated VRR Interest) or Exhibit
L-6B (in the case of a transfer of the Uncertificated 111RR Interest) hereto, which certification must (x) be countersigned
by the applicable Retaining Party (if different than the transferor), the Retaining Sponsor and the Depositor and (y) include
a medallion stamp guarantee of such Retaining Party; and (iii) the transferee of such Uncertificated Interest has executed and
delivered to the Certificate Administrator a certification in the form of Exhibit L-5A (in the case of a transfer of the
Uncertificated VRR Interest) or Exhibit L-5B (in the case of a transfer of the Uncertificated 111RR Interest) hereto, which certification
must (x) be countersigned by the applicable Retaining Party, the Retaining Sponsor and the Depositor, (y) include a medallion
stamp guarantee of such Retaining Party and (z) include wiring instructions and contact information for such transferee. Notwithstanding
anything else in this Agreement to the contrary, no Person shall have any rights hereunder with respect to an Uncertificated Interest
unless (i) such Person is the applicable Initial Uncertificated Interest Owner, or (ii) in the case of any Majority Owned
Affiliate of such Initial Uncertificated Interest Owner, such Person is identified in writing to the Certificate Administrator
as being the applicable Uncertificated Interest Owner, or (iii) in the case of any subsequent transferee, such Person is
identified as being the applicable Uncertificated Interest Owner on the ownership registry. The Certificate Administrator, the
other parties to this Agreement and the Certificateholders shall be entitled to treat an Uncertificated Interest Owner (in the
case of any subsequent Uncertificated Interest Owner, as recorded


 






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on such ownership registry) as the owner in fact of the applicable
Uncertificated Interest for all purposes and shall not be bound to recognize any equitable or other claim to or interest in such
Uncertificated Interest on the part of any other Person. Any transfer of an interest in an Uncertificated Interest that is not
in compliance with this Section 5.03(o)(i) or Section 5.03(n) shall be null and void ab initio to the extent
permitted under applicable law.


 


(ii)           
Each Initial Uncertificated Interest Owner and any subsequent Uncertificated Interest Owner shall be deemed by virtue of its acceptance
of an Uncertificated Interest to represent to the Trust and the Certificate Administrator (for the benefit of the borrowers) that
it is not a Non-Exempt Person. Contemporaneously with the execution of this Agreement and from time to time as necessary during
the term of the Agreement, each Uncertificated Interest Owner shall deliver to the Certificate Administrator evidence satisfactory
to the Certificate Administrator substantiating that it is not a Non-Exempt Person and that the Certificate Administrator is not
obligated under applicable law to withhold taxes on sums paid to it with respect to the Mortgage Loans or otherwise under this
Agreement. Without limiting the effect of the foregoing, (a) if an Uncertificated Interest Owner is created or organized
under the laws of the United States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding
sentence by furnishing to the Certificate Administrator an Internal Revenue Service Form W-9 and (b) if an Uncertificated
Interest Owner is not created or organized under the laws of the United States, any state thereof or the District of Columbia,
and if the payment of interest or other amounts by the borrowers is treated for United States income tax purposes as derived in
whole or part from sources within the United States, such Uncertificated Interest Owner shall satisfy the requirements of the
preceding sentence by furnishing to the Certificate Administrator an Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate
attachments), Form W-8BEN-E or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by such Uncertificated
Interest Owner, as evidence of such Uncertificated Interest Owner’s exemption from the withholding of United States tax
with respect thereto. The Certificate Administrator shall not be obligated to make any payment hereunder to an Uncertificated
Interest Owner in respect of an Uncertificated Interest or otherwise until such Uncertificated Interest Owner shall have furnished
to the Certificate Administrator the forms, certificates, statements or documents required by this Section 5.03(o)(ii).


 


(p)        
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


 






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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(p) 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, other than in connection with the initial Transfer thereof to the Initial Purchasers, 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 (or, solely in connection with
the initial issuance of such Residual Ownership Interest, a certification) in substantially the form attached as Exhibit L-1
to this Agreement (a “Transferee Affidavit”) of the proposed transferee (A) that such proposed transferee
is a Permitted Transferee and (B) stating that (1) the proposed transferee historically has paid its debts as they have come
due and intends to do so in the future, (2) the proposed transferee understands that, as the holder of a Residual Ownership
Interest, it may incur tax liabilities in excess of cash flows generated by the residual interest, (3) the proposed transferee
intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the proposed transferee will
not cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of such proposed transferee or any other U.S. Tax Person, (5) the
proposed transferee will not transfer the Residual Ownership Interest to any Person that does not provide a Transferee Affidavit
or as to which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee or is acting as an
agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and (6) the proposed transferee
expressly agrees to be bound by and to comply with the provisions of this Section 5.03(p) and (y) other than
in connection with the initial issuance of a Class R Certificate or the Transfer of any Class R Certificate by any Initial
Purchaser in connection with the initial offering of the Certificates, require a statement from the proposed transferor substantially
in the form attached as Exhibit L-2A to this Agreement (the “Transferor Letter”), that the proposed
transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason
to know that the proposed transferee’s statements in the preceding clauses (x)(B)(1) or (3) are false.


 


(iii)            
Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (p)(ii) above, if a Responsible
Officer of the Certificate


 






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Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer
to such proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register;
provided, however, the Certificate Registrar shall not be required to conduct any independent investigation to determine
whether a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer
to any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention
of the foregoing restrictions, and in any event not later than 60 days after a request for information from the transferor
of such Residual Ownership Interest or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish
to the IRS and the transferor of such Residual Ownership Interest or such agent such information necessary to the application
of Code Section 860E(e) as may be required by the Code, including, but not limited to, the present value of the total
anticipated excess inclusions with respect to such Class R Certificate (or portion thereof) for periods after such Transfer.
At the election of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing
such information to the transferor or to such agent referred to above; provided, however, such Persons shall in
no event be excused from furnishing such information.


 


(iv)            
The Class R Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by Qualified
Institutional Buyers.


 


(v)           
The Class S Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by Qualified
Institutional Buyers or Institutional Accredited Investors.


 


(q)        
Any attempted or purported transfer in violation of the transfer restrictions set forth in this Article V 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.


 


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, the Trustee and the Certificate Administrator such security or indemnity
as may be required by it to save it harmless, then, in the absence of actual notice that such Certificate has been acquired by
a bona fide purchaser, the Certificate Registrar shall direct the Certificate Administrator to execute, authenticate and deliver,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest
in the Trust Fund. In connection with the issuance of any new Certificate under this Section 5.04, the Certificate
Registrar and the Certificate Administrator 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


 






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complete and indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05          
Persons Deemed Owners. The Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator
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 Operating Advisor, the Trustee, the Certificate Administrator,
the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary; provided, however,
that to the extent that a party to this Agreement responsible for distributing any report, statement or other information required
to be distributed to Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute
such report, statement or other information to such Certificate Owner (or prospective transferee) under the same circumstances,
and subject to the same conditions, as such report, statement or other information would be provided to a Certificateholder.


 


Section 5.06          
Appointment of Paying Agent. The Certificate Administrator may appoint (and, if it does not so appoint, shall act as) a
paying agent for the purpose of making distributions to Certificateholders and the Uncertificated Interest Owners pursuant to
Section 4.01 of this Agreement. The Certificate Administrator shall cause such Paying Agent, if other than the Certificate
Administrator or the Master Servicer, to execute and deliver to the Master Servicer and the Certificate Administrator an instrument
that is consistent in all material respects with this Agreement and in which such Paying Agent shall agree with the Master Servicer
and the Certificate Administrator that such Paying Agent will hold all sums held by it for the payment to Certificateholders and
the Uncertificated Interest Owners in trust for the benefit of the Certificateholders and the Uncertificated Interest Owners entitled
thereto until such sums have been paid to the Certificateholders and the Uncertificated Interest Owners or disposed of as otherwise
provided herein. The initial Paying Agent shall be the Certificate Administrator. The Paying Agent shall at all times be an entity
having a long-term unsecured debt rating of at least “BBB+” from each of S&P and Fitch, or shall be otherwise
acceptable to each Rating Agency.


 


Section 5.07          
Access to 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 or Certificate Owner (a “Certifying Certificateholder”)
that has delivered an executed certification as contemplated by Section 5.07(c) reflecting the appropriate information
to the Certificate Administrator at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Administration
Group – BMO 2022-C1 with a copy to: trustadministrationgroup@wellsfargo.com (i) requests in writing from the Certificate
Registrar a list of the names and addresses of Certificateholders, (ii) states that such Certifying Certificateholder desires
to communicate with other Certificateholders and Certificate Owners with respect to its rights under this Agreement or under the
Certificates and (iii) provides a copy of the communication which Certifying Certificateholder


 






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proposes to transmit, then
the Certificate Registrar shall, within ten (10) Business Days after the receipt of such request (a “Communication Request”),
furnish such Certifying Certificateholder (at such Certifying Certificateholder’s sole cost and expense) a list of the names
and addresses of the Certificateholders as of the most recent Record Date as they appear in the Certificate Register. Every Certificateholder,
by receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable by reason of the disclosure
of any such information as to the list of the Certificateholders hereunder, regardless of the source from which information was
derived. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the
Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to time upon request therefor.


 


(b)           
The Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 5.07(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 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.


 


(c)            
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 trade confirmation, an account statement, a letter from a broker-dealer
or another document acceptable to the Certificate Administrator that is similar to any of the foregoing documents. 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. Any Certificateholder or Certificate Owner will be responsible
for its own expenses in making any Communication Request, but will not be required to bear any expenses of the Certificate Administrator.
Any expenses the Certificate Administrator incurs in connection with any request to communicate will be paid by the Trust.


 






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Section 5.08          
Actions of Certificateholders.


 


(a)            
Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given
or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed
by such Certificateholders in person or by agent duly appointed in writing; and except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are delivered to the Certificate Administrator and, when
required, to the Depositor, the Master Servicer or the Special Servicer. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee, the Certificate
Administrator, the Depositor, the Special Servicer and the Master Servicer, if made in the manner provided in this Section.


 


(b)           
The fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable
manner which the Certificate Administrator deems sufficient.


 


(c)            
Any request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every Holder
of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, or omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Special Servicer or the
Master Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate.


 


(d)           
The Certificate Administrator or Certificate Registrar may require such additional proof of any matter referred to in this Section 5.08
as it shall deem necessary.


 


Section 5.09          
Authenticating Agent. The Certificate Administrator may appoint an Authenticating Agent to execute and to authenticate
Certificates. The Authenticating Agent must be acceptable to the Depositor and must be an entity organized and doing business
under the laws of the United States of America or any state, having a principal office and place of business in a state and city
acceptable to the Depositor, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a
trust business and subject to supervision or examination by federal or state authorities. The Certificate Administrator shall
serve as the initial Authenticating Agent and the Certificate Administrator hereby accepts such appointment.


 


Any
entity into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting
from any merger, conversion or consolidation to which the Authenticating Agent shall be party, or any entity succeeding to the
corporate agency business of the Authenticating Agent, shall be the Authenticating Agent without the execution or filing of any
paper or any further act on the part of the Certificate Administrator or the Authenticating Agent.


 


The
Authenticating Agent may at any time resign by giving at least 30 days’ advance written notice of resignation to the
Certificate Administrator and the Depositor. The Certificate Administrator may at any time terminate the agency of the Authenticating
Agent by


 






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giving written notice of termination to the Authenticating Agent and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 5.09, the Certificate Administrator promptly shall appoint a successor Authenticating Agent,
which shall be acceptable to the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor
Authenticating Agent 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 Authenticating Agent herein. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.09.


 


The
Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Certificate
Administrator. Any compensation paid to the Authenticating Agent shall be an unreimbursable expense of the Certificate Administrator.
The appointment of an Authenticating Agent 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 the Authenticating Agent.


 


Section 5.10          
Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder
or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator,
by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in
all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of
any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to
enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders, the Uncertificated Interest
Owners and the Serviced Companion Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply
with any provision of this Agreement that purports to require such Custodian to act or refrain from acting. Each Custodian shall
be a depository institution subject to supervision by federal or state authority, shall have a 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. Each Custodial
Agreement may be amended only as provided in Section 12.07 of this Agreement. Any compensation paid to the Custodian
shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator shall serve as the initial
Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this
Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond
in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with
the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with this provision if one of
its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder
extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies
of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations
hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement,
with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors and omissions insurance obtained
under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer with respect to which


 






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the
Rating Agencies have provided to the Trustee a Rating Agency Confirmation. 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 any Custodian appointed by it, the Certificate
Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian 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 the Custodian. In the event the Certificate Administrator is the Custodian, the Custodian may self-insure.


 


Section 5.11          
Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices
or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands
to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar
initially designates its office at 600 South 4th Street, 7th Floor, Minneapolis, Minnesota 55415, as its office for such purposes.
The Certificate Registrar shall give prompt written notice to the Certificateholders and the Uncertificated Interest Owners of
any change in the location of the Certificate Register or any such office or agency.


 


Section 5.12          
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 Global 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, unless otherwise specifically contemplated herein for any particular matter, 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 Global 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 or Notional Amount, as applicable, 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


 






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in writing on a ballot.
After the vote deadline has passed, votes may not be changed or retracted by any Holder unless the Holder wishing to change or
retract its vote holds a sufficient portion of the Voting Rights such that the Holder, by its vote alone, could approve or deny
the proposition subject to a vote without taking into consideration the votes cast by any other Holder. Transferees or purchasers
of any Class of Certificates are subject to and shall be bound by all votes of Holders initiated or conducted prior to its
acquisition of such Certificate.


 


(c)            
The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be
counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of
the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition
and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.12(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)           
Unless otherwise specifically provided herein, 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 a majority of Certificateholders to carry a proposition.


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, THE Asset Representations Reviewer and the Controlling
Class Representative


 


Section 6.01          
Liability of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating
Advisor. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer
each shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement. Each
of the Master Servicer, the Special Servicer, the Operating Advisor and the


 






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Asset Representations Reviewer shall indemnify the
Depositor (and any employee, director or officer of the Depositor), the Trust Fund and the Serviced Companion Loan Holders and
hold the Depositor (and any employee, director or officer of the Depositor), the Trust Fund and the Serviced Companion Loan Holders
harmless against any loss, liability or reasonable expense (including, without limitation, reasonable attorneys’ fees and
expenses, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of
this indemnity) incurred by such parties (i) as a result of any willful misconduct, bad faith, fraud or negligence in the
performance of duties of the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer,
as the case may be, or by reason of negligent disregard of such Person’s obligations or duties hereunder, or (ii) as
a result of the breach by the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer,
as the case may be, of any of its representations or warranties contained herein. The Depositor shall indemnify the Trust Fund
and the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Asset
Representations Reviewer, and any member, manager, employee, director or officer of the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer and hold the Trust Fund
and the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Asset
Representations Reviewer and any member, manager, employee, director or officer of either the Master Servicer, the Special Servicer,
the Trustee, the Operating Advisor or the Asset Representations Reviewer harmless against any loss, liability or reasonable expense
(including, without limitation, reasonable attorneys’ fees and expenses) incurred by such parties (i) in connection
with any willful misconduct, bad faith, fraud and/or negligence in the performance of duties of the Depositor or by reason of
negligent disregard of the Depositor obligations or duties hereunder, or (ii) as a result of the breach by the Depositor
of any of its representations or warranties contained herein.


 


Section 6.02          
Merger or Consolidation of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.
Subject to the following paragraph, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer shall keep in full effect its existence, rights and good standing as a national banking association, a corporation or
a limited liability company, as applicable, under the laws of the state of its organization and shall not jeopardize its ability
to do business in each jurisdiction in which the Mortgaged Properties are located, to the extent necessary to perform its obligations
under this Agreement, or to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage
Loans and to perform its respective duties under this Agreement.


 


Each
of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer 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, in the case of the Operating Advisor, may be limited to all or
substantially all of its assets related to acting as a trust advisor or operating advisor for commercial mortgage securitizations)
to any Person, in which case any Person resulting from any merger or consolidation to which it shall be a party, or any Person
succeeding to its business, shall be the successor of the Master Servicer, the Special Servicer, the Operating Advisor or the
Asset Representations Reviewer, as applicable, hereunder, and shall be deemed to have assumed all of the liabilities of the Master
Servicer, the Special Servicer, the Operating Advisor


 






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or the Asset Representations Reviewer, as applicable, hereunder, if each
of the Rating Agencies has provided a Rating Agency Confirmation; provided that if the Master Servicer, the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer enters into a merger and the Master Servicer, the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer, as applicable, is the surviving entity under applicable law, then
the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, shall not,
as a result of the merger, be required to provide a Rating Agency Confirmation.


 


Section 6.03          
Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and Others. None of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer or any of the directors, members, managers, officers, employees or agents of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor or the Asset Representations Reviewer shall be under any liability to the Trust Fund,
the Certificateholders, the Combined Uncertificated VRR Interest Owner, the Companion Loan Holders or any other Person 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.
However, none of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
or any such Person shall be protected against any liability which would otherwise be imposed by reason of (i) any breach
of warranty or representation by such respective party in this Agreement or (ii) any willful misconduct, bad faith, fraud
or negligence on the part of such respective party in the performance of its obligations and duties hereunder or by reason of
negligent disregard on the part of such respective party of its obligations or duties hereunder. The Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any director, member, manager, officer, employee
or agent of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer
may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any appropriate Person
respecting any matters arising hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor or the Asset Representations Reviewer shall be indemnified and held harmless by the
Trust Fund (which indemnification amounts shall be payable out of the Collection Account or the applicable Loan Combination Custodial
Account if and to the extent with respect to a Serviced Loan Combination and then out of the Collection Account, provided
that, to the extent that the amount relates to a Serviced Loan Combination, is required under the related Co-Lender Agreement
to be borne by the holder of a related Serviced Companion Loan and is paid from the Collection Account because funds on deposit
in the applicable Loan Combination Custodial Account are insufficient to pay such indemnification, then the Master Servicer shall
from time to time thereafter use amounts otherwise payable to the holder of such Serviced Companion Loan to deposit into the Collection
Account the amount so paid from the Collection Account) against any loss, liability, penalty, fine, forfeiture, claim, judgment
or expense (including reasonable legal fees and expenses, which for the avoidance of doubt include reasonable legal fees and expenses
related to the enforcement of this indemnity) incurred in connection with, or relating to, this Agreement, the Certificates
or the Combined Uncertificated VRR Interest, other than any such loss, liability, penalty, fine, forfeiture, claim, judgment or
expense (including any such legal fees and expenses) (i) incurred by reason of willful misconduct, bad faith, fraud or negligence
in the performance of its obligations or duties hereunder or by reason


 






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of negligent disregard of its obligations or duties hereunder,
in each case by the Person being indemnified, (ii) with respect to any such party, resulting from the breach by such party
of any of its representations or warranties contained herein, (iii) specifically required to be borne by the party seeking
indemnification without right of reimbursement pursuant to the terms hereof or (iv) which constitutes an Advance that is
otherwise reimbursable hereunder. None of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the
Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement and in its opinion does not expose it to any expense or liability for
which reimbursement is not reasonably assured, and neither the Operating Advisor nor the Asset Representations Reviewer may prosecute
on behalf of the Trust or in the interests of the Certificateholders or the Combined Uncertificated VRR Interest Owner any legal
action related to its duties under this Agreement under any circumstances; provided, however, that each of the Depositor,
the Master Servicer and the Special Servicer may in its discretion undertake any such action related to its obligations hereunder
which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the parties hereto and the
interests of the Certificateholders and the Combined Uncertificated VRR Interest Owner hereunder. In such event, the reasonable
legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Fund (payable out of the Collection Account or the applicable Loan Combination Custodial Account if and to the extent with
respect to a Serviced Loan Combination and then out of the Collection Account, provided that to the extent that the amount relates
to a Serviced Loan Combination, is required under the related Co-Lender Agreement to be borne by the holder of a related Serviced
Companion Loan and is paid from the Collection Account because funds on deposit in the applicable Loan Combination Custodial Account
are insufficient to pay such indemnification, then the Master Servicer shall from time to time thereafter use amounts otherwise
payable to the holder of such Serviced Companion Loan to deposit into the Collection Account the amount so paid from the Collection
Account), and the Depositor, the Master Servicer and the Special Servicer shall be entitled to be reimbursed therefor from the
Collection Account or the applicable Loan Combination Custodial Account, as applicable, as provided in Section 3.06
and Section 3.06A of this Agreement.


 


Each
of the related Outside Servicer, the related Outside Special Servicer or the related Outside Trustee, as applicable, shall be
entitled to reimbursement out of general collections in the Collection Account for the Trust’s pro rata share of
any fees, costs or expenses incurred in connection with the servicing and administration of an Outside Serviced Loan Combination
as to which the securitization trust created under the applicable Outside Servicing Agreement or any of the parties thereto are
entitled to be reimbursed pursuant to the terms of the applicable Outside Servicing Agreement and the related Co-Lender Agreement
(to the extent amounts on deposit in the related “Serviced Whole Loan Custodial Account” or “Loan Combination
Custodial Account” (as each such term or any analogous term is defined in the applicable Outside Servicing Agreement) are
insufficient for reimbursement of such amounts).


 


Section 6.04          
Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor.


 


(a)            
Each of the Master Servicer and the Special Servicer may resign, assign its respective rights and delegate its respective
duties and obligations under this Agreement by giving written notice thereof to the other such party, the Trustee, the Certificate


 






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Administrator (who shall post such notice to the Certificate Administrator’s Website for review by Privileged Persons in
accordance with Section 4.02(a)), the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Serviced
Companion Loan Holders and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement, the Rule 17g-5 Information Provider; provided that, with respect to any of the Master Servicer
or the Special Servicer: (i) the successor accepting such assignment and delegation (A) shall be an established mortgage
finance entity, bank or other entity regularly engaged in the servicing of commercial mortgage loans, organized and doing business
under the laws of any state of the United States, the District of Columbia or the United States, authorized under such laws to
perform the duties of a servicer of mortgage loans or a Person resulting from a merger, consolidation or succession that is permitted
under Section 6.02 of this Agreement and, in the case of a Serviced Loan Combination, under the related Co-Lender
Agreement and (B) shall execute and deliver to the Trustee and the Certificate Administrator an agreement which contains
an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed
or observed by the Master Servicer or the Special Servicer, as the case may be, under this Agreement from and after the date of
such agreement; (ii) each Rating Agency has delivered to the Trustee a Rating Agency Confirmation; (iii) the Master
Servicer or the Special Servicer shall not be released from its obligations under this Agreement that arose prior to the effective
date of such assignment and delegation under this Section 6.04; (iv) the rate at which the Servicing Fee or Special
Servicing Compensation, as applicable (or any component thereof) is calculated shall not exceed the rate then in effect;
(v) for so long as no Control Termination Event has occurred and is continuing, the successor Special Servicer is acceptable
to the Controlling Class Representative (and, if a Serviced Outside Controlled Loan Combination is affected, the successor
Special Servicer is acceptable to the related Outside Controlling Note Holder); (vi) the resigning Master Servicer or Special
Servicer, as applicable, shall be responsible for the reasonable costs and expenses of each other party hereto, the Trust and
the Rating Agencies in connection with such transfer; (vii) none of the Operating Advisor, the Asset Representations Reviewer
nor any of their Affiliates shall in any event be appointed as successor Master Servicer or Special Servicer; and (viii) none
of the Third Party Purchaser, the 360 Rosemary Retaining Third Party Purchaser or any of their respective Risk Retention Affiliates
shall in any event be appointed as successor Master Servicer. Upon acceptance of such assignment and delegation, the purchaser
or transferee shall be the successor Master Servicer or Special Servicer, as applicable, hereunder.


 


(b)           
Except as otherwise provided in Section 3.34, this Section 6.04 and Section 6.08(j), the Master
Servicer and the Special Servicer shall not resign from their respective obligations and duties hereby imposed on them except
upon determination that such duties hereunder are no longer permissible under applicable law; provided that, on and after
the time the Trustee receives notice of resignation by the Master Servicer or the Special Servicer upon determination that such
duties hereunder are no longer permissible under applicable law, the Trustee (solely with respect to the Master Servicer or the
Special Servicer) shall, subject to the terms and provisions of Section 7.02 of this Agreement as if the resigning
party was a Terminated Party, be its successor in all respects in its capacity as Master Servicer or Special Servicer, as applicable,
as though the Master Servicer or the Special Servicer, as the case may be, had received a notice of termination. Any such


 






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determination
permitting the resignation of the Master Servicer or the Special Servicer, as applicable, shall be evidenced by an Opinion of
Counsel (obtained at the resigning Master Servicer’s or Special Servicer’s expense) to such effect delivered to the
Trustee and the Certificate Administrator.


 


Except
as provided in the immediately preceding paragraph, no resignation or removal of the Master Servicer, the Special Servicer as
contemplated herein shall become effective until the Trustee (solely with respect to the Master Servicer or the Special Servicer)
or a successor Master Servicer, Special Servicer shall have assumed the Master Servicer’s or the Special Servicer’s,
as applicable, responsibilities, duties, liabilities and obligations hereunder. Notwithstanding anything to the contrary herein,
none of the Operating Advisor, the Asset Representations Reviewer nor any of their Affiliates may be appointed as successor Master
Servicer or Special Servicer. If no successor Master Servicer or Special Servicer can be obtained to perform such obligations
for the same compensation to which the terminated Master Servicer or Special Servicer would have been entitled, additional amounts
payable to such successor Master Servicer or Special Servicer shall be payable out of the Trust; provided that, for so
long as no Consultation Termination Event has occurred and is continuing, the Trustee shall consult with the Controlling Class Representative
prior to the appointment of a successor Master Servicer, Special Servicer or Operating Advisor at a servicing or operating advisor
compensation in excess of that permitted to the terminated Master Servicer, Special Servicer or Operating Advisor, as applicable.


 


If
the Trustee or an Affiliate acts pursuant to this Section 6.04 as successor to the resigning Master Servicer, it may
reduce the Excess Servicing Fee Rate to the extent that the Trustee’s 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 Master Servicer other than itself or an Affiliate pursuant to this Section 6.04, it may reduce the
Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint
a qualified successor Master Servicer that meets the requirements of this Section 6.04.


 


(c)            
The Operating Advisor may resign from its obligations and duties under this Agreement (a) upon thirty (30) days’
prior written notice to the parties to this Agreement, any applicable Directing Holder and any applicable Consulting Parties and
(b) upon the appointment of, and the acceptance of such appointment by, a successor operating advisor that is an Eligible
Operating Advisor and receipt by the Trustee of Rating Agency Confirmation from each Rating Agency. Except as provided in Section 6.04(d),
no such resignation by the Operating Advisor shall become effective until a replacement Operating Advisor shall have assumed the
resigning Operating Advisor’s responsibilities and obligations under this Agreement. The successor entity assuming the obligations
of the Operating Advisor under this Agreement shall be entitled to the compensation to which the Operating Advisor would have
been entitled hereunder after the date of assumption of such obligations. If no successor Operating Advisor can be obtained to
perform such obligations for such compensation, additional amounts payable to such successor Operating Advisor shall be payable
out of the Trust; provided that, for so long as no Consultation Termination Event has occurred and is continuing, the Trustee
shall consult with the Controlling Class Representative prior to the appointment of a successor Operating Advisor at an operating
advisor compensation in excess of that permitted to the terminated Operating


 






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Advisor. If no successor Operating Advisor has been
appointed and accepted such appointment within 60 days after the resigning Operating Advisor’s giving of notice of
resignation, the resigning Operating Advisor may petition any court of competent jurisdiction for appointment of a successor.
The resigning Operating Advisor shall pay all costs and expenses associated with its resignation and the transfer of its duties
(including costs and expenses incurred by each other party hereto, the Trust and the Rating Agencies) pursuant to this Section 6.04.


 


(d)           
In addition, in the event that, (i) at any time following the end of the VRR Interest Transfer Restriction Period for the Uncertificated
VRR Interest and there are no Classes of Non-Uncertificated VRR Retained Pooled Certificates or Uncertificated VRR Interest outstanding
other than the Control Eligible Certificates, the Uncertificated VRR Interest, the Class S Certificatesand the Class R
Certificates, then all of the rights and obligations of the Operating Advisor under this Agreement (other than with respect to
the 360 Rosemary Loan Combination and the 111 River Street Loan Combination) shall terminate without payment of any penalty or
termination fee (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), and (ii) at any time following the end of the 111RR Interest Transfer Restriction Period
and the 360RR Interest Transfer Restriction Period, and there are no Classes of related Loan-Specific Certificates outstanding
other than the 360 Rosemary Control Eligible Certificates or the 111 River Street Control Eligible Certificates, as applicable,
then all of the rights and obligations of the Operating Advisor under this Agreement with respect to the 360 Rosemary Loan Combination
and the 111 River Street Loan Combination shall terminate without payment of any penalty or termination fee (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).
In either of the cases in clauses (i) and (ii) of the preceding sentence, if the Operating Advisor is terminated, then no replacement
Operating Advisor shall be appointed to act in such capacity.


 


Section 6.05          
Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer.
The Master Servicer and the Special Servicer shall afford the Depositor, the Trustee, the Certificate Administrator and, subject
to Section 12.12 of this Agreement, each Rating Agency, upon reasonable notice, during normal business hours access
to all records maintained by it in respect of its rights and obligations hereunder and access to its officers responsible for
such obligations, if reasonably related to the performance of the obligations of such Person under this Agreement. Upon request,
if reasonably related to the performance of the obligations of such Person under this Agreement, the Master Servicer and the Special
Servicer shall furnish to the Depositor, each of the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer,
the Trustee and the Certificate Administrator its most recent publicly available annual financial statements or those of its public
parent. The Depositor is not obligated to monitor or supervise the performance of the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee under this Agreement. The
Depositor may, but is not obligated to, enforce the obligations of the Master Servicer or the Special Servicer hereunder which
are in default


 






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and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of such Person
hereunder or exercise its rights hereunder, provided that the Master Servicer and the Special Servicer shall not be relieved
of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. In the event the Depositor
or its designee undertakes any such action it will be reimbursed by the Trust Fund from the Collection Account as provided in
Section 3.06 and Section 6.03 of this Agreement to the extent not recoverable from the Master Servicer
or the Special Servicer, as applicable. None of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer
(with respect to the Special Servicer) or the Special Servicer (with respect to the Master Servicer) shall have any responsibility
or liability for any action or failure to act by the Master Servicer or the Special Servicer, and no such Person is obligated
to monitor or supervise the performance of the Master Servicer or the Special Servicer under this Agreement or otherwise. Neither
the Master Servicer nor the Special Servicer shall have any responsibility or liability for any action or failure to act by the
Depositor, the Trustee or the Certificate Administrator and neither such Person is obligated to monitor or supervise the performance
of the Depositor, the Trustee or the Certificate Administrator under this Agreement or otherwise.


 


Each
of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, and the Special Servicer shall furnish such
reports, certifications and information as are reasonably requested by the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer or the Special Servicer, as applicable, in order to enable such requesting party to perform its duties hereunder,
provided that for the avoidance of doubt, this shall not require any Person to prepare any reports, Certificates and information
not required to be prepared hereunder.


 


Neither
the Master Servicer nor the Special Servicer shall be under any obligation to disclose confidential or proprietary information
pursuant to this Section.


 


Section 6.06          
Master Servicer, Special Servicer as Owner of a Certificate. The Master Servicer or an Affiliate of the Master Servicer
or the Special Servicer or an Affiliate of the Special Servicer may become the Holder (or with respect to a Global Certificate,
Certificate Owner) of any Certificate with the same rights it would have if it were not the Master Servicer or the Special Servicer
or an Affiliate thereof, except as otherwise expressly provided herein. If, at any time during which the Master Servicer or the
Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is the Holder or Certificate Owner of any Certificate,
the Master Servicer or the Special Servicer proposes to take action (including for this purpose, omitting to take action) that
(i) is not expressly prohibited by the terms hereof and would not, in the Master Servicer’s or the Special Servicer’s
good faith judgment, violate the Servicing Standard, and (ii) if taken, might nonetheless, in the Master Servicer’s
or the Special Servicer’s good faith judgment, be considered by other Persons to violate the Servicing Standard, the Master
Servicer or the Special Servicer may seek the approval of the Certificateholders and any affected Serviced Companion Loan Holder
to such action by delivering to the Trustee and the Certificate Administrator a written notice that (i) states that it is
delivered pursuant to this Section 6.06, (ii) identifies the Percentage Interest in each Class of Certificates
beneficially owned by the Master Servicer or the Special Servicer or an Affiliate of the Master Servicer or the Special Servicer,
and (iii) describes in reasonable detail the action that the Master Servicer or the Special Servicer proposes to take. The
Certificate Administrator, upon receipt of such notice, shall forward it to the Certificateholders (other than the Master Servicer
and its Affiliates or the Special Servicer and its Affiliates, as appropriate) together


 






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with such instructions for response as
the Certificate Administrator shall reasonably determine. If at any time Certificateholders holding greater than 50% of the Voting
Rights of all Certificateholders (calculated without regard to the Certificates beneficially owned by the Master Servicer or its
Affiliates or the Special Servicer or its Affiliates) and any affected Serviced Companion Loan Holder shall have consented in
writing to the proposal described in the written notice, and if the Master Servicer or the Special Servicer shall act as proposed
in the written notice, such action shall be deemed to comply with the Servicing Standard. The Certificate Administrator shall
be entitled to reimbursement from the Master Servicer or the Special Servicer, as applicable, of the reasonable expenses of the
Certificate Administrator incurred pursuant to this paragraph. It is not the intent of the foregoing provision that the Master
Servicer or the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters
arising hereunder, except in the case of unusual circumstances.


 


Section 6.07          
Rating Agency Fees. The Depositor shall pay (or cause to be paid) the annual fees of each Rating Agency including, but
not limited to, surveillance fees.


 


Section 6.08          
Termination of the Special Servicer.


 


(a)            
(i) With respect to any Serviced Loan or Serviced Loan Combination, the applicable Directing Holder shall be entitled to terminate
the rights (subject to Section 3.12, Section 6.03, Section 6.08(b) and Section 6.08(g)
of this Agreement) and obligations of the Special Servicer under this Agreement with respect to such Serviced Loan or Serviced
Loan Combination, as applicable, with or without cause, upon ten (10) Business Days’ notice to the applicable Special Servicer,
the Master Servicer, the Certificate Administrator and the Trustee and, in the case of a termination of the Special Servicer with
respect to a Serviced Loan Combination, the related Companion Loan Holder(s); provided that, if the Controlling Class Representative
is the applicable Directing Holder and it elects to effect such a termination, it shall do so with respect to all of the Serviced
Loans as to which it is the applicable Directing Holder.


 


Upon
a termination (pursuant to the first paragraph of this Section 6.08(a)) or a resignation (pursuant to Section 6.04(b)
of this Agreement) of the Special Servicer with respect to any Serviced Loan(s) or Serviced Loan Combination, the applicable
Directing Holder shall appoint a successor Special Servicer with respect to such Serviced Loan(s) or the related Serviced Loan
Combination, as the case may be; provided, however, that (A) such successor shall meet the requirements set forth
in Section 7.02 of this Agreement, (B) the applicable Directing Holder shall (at no expense to the Trust) obtain and
deliver to the Certificate Administrator and the Trustee a Rating Agency Confirmation from each Rating Agency with respect to
such proposed successor acting as a Special Servicer and (C) in the case of the appointment of a successor Special Servicer with
respect to a Serviced Loan Combination, the applicable Directing Holder shall (at no expense to the Trust or any related Other
Securitization Trust) obtain and deliver to the certificate administrator (if any) and the trustee for each related Other Securitization
Trust (with a copy to the Certificate Administrator and the Trustee) a Companion Loan Rating Agency Confirmation with respect
to such proposed successor acting as a Special Servicer for each related Serviced Companion Loan.


 






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(ii)           
The procedures for removing the Special Servicer (other than with respect to any Serviced Outside Controlled Loan Combination,
the 360 Rosemary Loan Combination and the 111 River Street Loan Combination) if a Control Termination Event has occurred and is
continuing shall be as follows: Upon (A) the written direction of Holders of Pooled Certificates evidencing not less than
25% of the Pooled Voting Rights of the Pooled Certificates (other than the Class S Certificates) requesting a vote to terminate
and replace the Special Servicer (with respect to all of the Serviced Loans other than any Serviced Outside Controlled Loan Combination,
the 360 Rosemary Loan Combination and the 111 River Street Loan Combination) with a proposed successor Special Servicer, (B) 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 and (C) delivery by such Holders to the Certificate Administrator and the Trustee
of a Rating Agency Confirmation from each Rating Agency with respect to the termination of the existing Special Servicer and the
replacement thereof with the proposed successor (with the reasonable fees and out-of-pocket costs and expenses associated with
obtaining such Rating Agency Confirmation to be an expense of such Holders), the Certificate Administrator shall promptly provide
written notice of the requested vote to all Pooled Certificateholders by posting such notice on its internet website and by mailing
at their addresses appearing in the Certificate Register. Upon the affirmative vote of (a) the Holders of Pooled Certificates
(other than the Class S Certificates) evidencing at least 66 2/3% of the Pooled Voting Rights allocable to the Pooled Certificates
of those Holders that voted on such matter (provided that Holders representing the applicable Certificateholder Quorum
vote on the matter) or (b) the Holders of Pooled Certificates that are Non-Reduced Certificates evidencing more than 50%
of the Voting Rights allocable to each such Class of Non-Reduced Certificates, the Trustee shall terminate all of the rights
(subject to Section 3.12, Section 6.03 and Section 6.08(g) of this Agreement) and obligations
of the Special Servicer under this Agreement with respect to the applicable Serviced Loans (other than any Serviced Outside Controlled
Loan Combination, the 360 Rosemary Loan Combination and the 111 River Street Loan Combination) and appoint the proposed successor
Special Servicer, and the proposed successor Special Servicer shall succeed to the duties of the Special Servicer with respect
to the Serviced Loans (other than any Serviced Outside Controlled Loan Combination, the 360 Rosemary Loan Combination and the
111 River Street Loan Combination) all as if a removal and replacement were occurring pursuant to Section 7.01 and
Section 7.02 of this Agreement; provided that if such affirmative vote is not achieved within 180 days
of the initial request for a vote to terminate and replace the Special Servicer, then such vote shall have no force and effect.
The provisions set forth in the foregoing sentences of this paragraph shall be binding upon and inure to the benefit of solely
the Pooled Certificateholders and the Trustee as between each other. The Special Servicer shall not have any cause of action based
upon or arising from any breach or alleged breach of such provisions. As between the Special Servicer, on the one hand, and the
Pooled Certificateholders, on the other, the Pooled Certificateholders shall be entitled in their sole discretion to vote for
the termination or not vote for


 






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the termination of the Special Servicer. The Certificate Administrator shall include on each Distribution
Date Statement a statement that each Pooled Certificateholder and Certificate Owner of Pooled Certificates may access such notices
on the Certificate Administrator’s Website and each Certificateholder and Certificate Owner of Pooled Certificates may register
to receive email notifications when such notices are posted on the Certificate Administrator’s Website. Any such appointment
of a successor Special Servicer with respect to the Serviced Loans (other than any Serviced Outside Controlled Loan Combination,
the 360 Rosemary Loan Combination and the 111 River Street Loan Combination) based on a Pooled Certificateholder vote shall be
subject to the receipt of a Rating Agency Confirmation. The Certificate Administrator shall be entitled to reimbursement from
the requesting Pooled Certificateholders for the reasonable expenses of posting notices of such requests.


 


(iii)            
The procedures for removing a Special Servicer to each of (A) the 360 Rosemary Loan Combination if an applicable Control Termination
Event has occurred and are continuing and (B) the 111 River Street Loan Combination if an applicable Control Termination Event
has occurred and is continuing, shall be as follows (with references to “Applicable Certificates” in this paragraph
meaning, collectively, in the aggregate, (1) the Pooled Certificates (other than the Class S Certificates) and (2) either
the 360 Rosemary Loan-Specific Certificates (in the case of the removal of a Special Servicer with respect to the 360 Rosemary
Loan Combination) or the 111 River Street Loan-Specific Certificates (in the case of the removal of a Special Servicer with respect
to the 111 River Street Loan Combination)): Upon (I) the written direction of Holders of Applicable Certificates evidencing 25%
of the Voting Rights of all of the Applicable Certificates requesting a vote to terminate and replace the Special Servicer (with
respect to the related Loan Combination) with a proposed successor Special Servicer, (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 and (III) delivery by such Holders to the Certificate Administrator and the Trustee of a Rating Agency Confirmation
from each Rating Agency addressing the removal and replacement of the Special Servicer (which confirmations shall be obtained
at the expense of such Holders), the Certificate Administrator shall promptly provide written notice to all Certificateholders
of such request by posting such notice on its internet website and by mailing at their addresses appearing in the Certificate
Register. Upon the affirmative vote of (a) the Holders of Applicable Certificates evidencing at least 66-2/3% of the Voting Rights
allocable to the Applicable Certificates of those Holders that voted on such matter (provided that Holders representing the applicable
Certificateholder Quorum vote on the matter) or (b) the Holders of Applicable Certificates that are Non-Reduced Certificates evidencing
more than 50% of the Voting Rights allocable to each Class of Applicable Certificates that are Non-Reduced Certificates,
the Trustee shall terminate all of the rights and obligations of the Special Servicer under this Agreement with respect to the
related Loan Combination and appoint the proposed successor Special Servicer; provided that if that affirmative vote is not achieved
within 180 days of the initial request for a vote to so terminate and replace the


 






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Special Servicer, then that vote will have
no force and effect. The Certificate Administrator will include on each Distribution Date Statement a statement that each Certificateholder
and beneficial owner of Certificates may access such notices on the Certificate Administrator’s Website and each Certificateholder
and beneficial owner of Certificates may register to receive email notifications when such notices are posted on the website.
Any such appointment of a successor Special Servicer with respect to the related Loan Combination based on a Certificateholder
vote will be subject to the receipt of a Rating Agency Confirmation.


 


(b)           
(i) With respect to the 360 Rosemary Loan Combination, with respect to the 111 River Street Loan Combination or with respect
to all of the other Serviced Loans (as a collective matter), as the case may be, at any time after the occurrence and during the
continuance of a Consultation Termination Event (or, in the case of the 360 Rosemary Loan Combination, at any time), if the Operating
Advisor determines, in its sole discretion exercised in good faith, that (1) the Special Servicer has failed to comply with the
Servicing Standard and (2) a replacement of the Special Servicer would be in the best interest of the Pooled Certificateholders
and the Uncertificated Interest Owners (as a collective whole) or related Loan-Specific Certificateholders (as a collective whole),
as applicable, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special
Servicer, a written recommendation in the form of Exhibit T attached hereto (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 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 position (along
with relevant information justifying its recommendation), recommending a replacement special servicer with respect to the 360
Rosemary Loan Combination, the 111 River Street Loan Combination or the other Serviced Loans (as a collective whole), as applicable,
meeting the applicable requirements of this Agreement, which recommended special servicer has agreed to succeed the then-current
applicable Special Servicer if appointed in accordance herewith, and requesting a vote on whether the existing Special Servicer
should be replaced with respect to the 360 Rosemary Loan Combination, the 111 River Street Loan Combination or the other Serviced
Loans (as a collective whole), as applicable. In any such event, the Certificate Administrator shall promptly post a copy of such
recommendation on the Certificate Administrator’s Website and by mail send notice of such recommendation to all Pooled Certificateholders,
asking them to vote whether they wish to remove the Special Servicer with respect to the 360 Rosemary Loan Combination, the 111
River Street Loan Combination or the other Serviced Loans (as a collective whole), as applicable. Upon (A) the affirmative
vote of the Holders of Pooled Certificates evidencing at least a majority of the aggregate outstanding principal balance of the
Pooled Certificates of those Holders that voted on the matter (provided that Holders representing the applicable Certificateholder
Quorum vote on the matter within 180 days of the initial request for a vote (which, for the avoidance of doubt, is the date
on the which the aforementioned notice was mailed to the Pooled Certificateholders)) and (B) receipt of Rating Agency Confirmation
from each Rating Agency by the Certificate Administrator following satisfaction of the foregoing clause (A), the Trustee
shall (x) terminate all of the


 






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rights (subject to Section 3.12, Section 6.03 and Section 6.08(g)
of this Agreement) and obligations of the Special Servicer under this Agreement with respect to the 360 Rosemary Loan Combination,
the 111 River Street Loan Combination or the other Serviced Loans (as a collective whole), as applicable, (y) appoint the recommended
successor Special Servicer with respect to the 360 Rosemary Loan Combination, the 111 River Street Loan Combination or the other
Serviced Loans (as a collective whole), as applicable and (z) promptly notify such outgoing Special Servicer of the effective
date of such termination. The reasonable fees and out-of-pocket costs and expenses associated with obtaining such Rating Agency
Confirmation and administering such vote shall be an Additional Trust Fund Expense payable out of collections on the Mortgage
Loans. If such affirmative vote of the Holders of the required Pooled Certificates contemplated by clause (A) of the second
preceding sentence is not achieved within 180 days of the initial request for such vote (which, for the avoidance of doubt,
is the date on the which the aforementioned notice was mailed to the Pooled Certificateholders), then the Trustee shall have no
obligation to remove the applicable Special Servicer and such recommendation shall lapse and have no force or effect. 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 with respect to the 360 Rosemary Loan Combination, the 111 River Street Loan Combination
or the other Serviced Loans (as a collective whole), as applicable, and to act as the Special Servicer’s successor hereunder.


 


(ii)           
In addition, with respect to each of the 360 Rosemary Loan Combination and the 111 River Street Loan Combination (but in the case
of the 111 River Street Loan Combination, only if a Consultation Termination Event has occurred and is continuing), if the Operating
Advisor determines, in its sole discretion exercised in good faith, that (1) the Special Servicer has failed to comply with the
Servicing Standard and (2) a replacement of the Special Servicer would be in the best interest of the related Loan-Specific Certificateholders
and, in the case of the 111 River Street Loan Combination, the 111RR Interest Owner (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 recommendation
in the form of Exhibit T attached hereto (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 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 position (along with relevant information justifying
its recommendation), recommending a replacement special servicer with respect to the 360 Rosemary Loan Combination or the 111
River Street Loan Combination, as applicable, meeting the applicable requirements of this Agreement, which recommended special
servicer has agreed to succeed the then-current applicable Special Servicer if appointed in accordance herewith, and requesting
a vote on whether the existing Special Servicer should be replaced with respect to the the 360 Rosemary Loan Combination or the
111 River Street Loan Combination, as applicable. In any such event, the Certificate Administrator shall promptly post a copy
of such recommendation on the Certificate Administrator’s Website and by mail send


 






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notice of such recommendation to all
of the related Loan-Specific Certificateholders, asking them to vote whether they wish to remove the Special Servicer with respect
to the 360 Rosemary Loan Combination or the 111 River Street Loan Combination, as applicable. Upon (A) the affirmative vote
of the Holders of the related Loan-Specific Principal Balance Certificates evidencing at least a majority of the aggregate outstanding
principal balance of such Loan-Specific Principal Balance Certificates of those Holders that voted on the matter (provided that
Holders representing the applicable Certificateholder Quorum vote on the matter within 180 days of the initial request for
a vote (which, for the avoidance of doubt, is the date on the which the aforementioned notice was mailed to the related Loan-Specific
Certificateholders)) and (B) receipt of Rating Agency Confirmation from each Rating Agency by the Certificate Administrator
following satisfaction of the foregoing clause (A), the Trustee shall (x) terminate all of the rights (subject to Section 3.12,
Section 6.03 and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this
Agreement with respect to the 360 Rosemary Loan Combination or the 111 River Street Loan Combination, as applicable, (y) appoint
the recommended successor Special Servicer with respect to the 360 Rosemary Loan Combination or the 111 River Street Loan Combination,
as applicable and (z) promptly notify such outgoing Special Servicer of the effective date of such termination. The reasonable
fees and out of pocket costs and expenses associated with obtaining such Rating Agency Confirmation and administering such vote
shall be an Additional Trust Fund Expense payable out of collections on the related Trust Subordinate Companion Loan. If such
affirmative vote of the Holders of the required related Loan-Specific Certificates contemplated by clause (A) of the second
preceding sentence is not achieved within 180 days of the initial request for such vote (which, for the avoidance of doubt,
is the date on the which the aforementioned notice was mailed to the related Loan-Specific Certificateholders), then the Trustee
shall have no obligation to remove the applicable Special Servicer and such recommendation shall lapse and have no force or effect.
Prior to the appointment of any replacement special servicer, such replacement special servicer shall have agreed to succeed to
the obligations of the applicable Special Servicer under this Agreement with respect to the applicable Serviced Loan Combination,
and to act as the applicable Special Servicer’s successor hereunder.


 


(iii)            
No penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 6.08(b).
If the entity acting as Special Servicer is terminated pursuant to this Section 6.08(b), then (notwithstanding anything
herein to the contrary) the terminated party may not subsequently be re-appointed as the Special Servicer hereunder with respect
to the Serviced Loan(s) or Serviced Loan Combination(s), as applicable, as to which it was terminated pursuant to this Section 6.08(b),
any other section of this Agreement or any Co-Lender Agreement.


 


(c)            
In no event may a successor Special Servicer be a current or former Operating Advisor or Asset Representations Reviewer or any
Affiliate of such current or former Operating Advisor or Asset Representations Reviewer. Further, such successor


 






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must be a Person
that (i) satisfies all of the eligibility requirements applicable to special servicers contained in this Agreement and, in
the case of a Serviced Loan Combination, in the related Co-Lender Agreement, (ii) is not obligated or allowed 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, (iii) is not entitled to waive any compensation from the Operating Advisor
and (iv) is not entitled to receive any fee from the Operating Advisor for its appointment as successor Special Servicer,
in each case, unless expressly approved by 100% of the Certificateholders.


 


(d)           
The appointment of any such successor Special Servicer shall not relieve the Master Servicer or the Trustee of their respective
obligations to make Advances as set forth herein; provided, however, the initial Special Servicer specified in Section 3.21(a)
of this Agreement shall not be liable for any actions or any inaction of such successor Special Servicer. Any termination
fee payable to the terminated Special Servicer and any costs incurred by the Trust or the terminated Special Servicer in connection
with the replacement of a Special Servicer shall be paid by the Controlling Class Representative, the Certificateholders
or the Serviced Companion Loan Holder so terminating the Special Servicer and shall not in any event be an expense of the Trust
Fund.


 


(e)            
No termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until (i) the successor
Special Servicer shall have executed and delivered to the Trustee and the Certificate Administrator an agreement which contains
an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed
or observed by the Special Servicer under this Agreement from and after the date of such agreement, (ii) the Depositor and, if
applicable, each related Other Depositor shall have received the written notice and information with respect to the successor
Special Servicer as set forth in Section 10.02(a) and (iii) subject to Section 12.12 of this Agreement,
each Rating Agency has delivered to the Trustee and the Certificate Administrator a Rating Agency Confirmation and, if required
pursuant to Section 6.08(a), each Companion Loan Rating Agency has delivered to the Trustee and the Certificate Administrator
and their respective counterparts with respect to the Other Securitization Trust a Companion Loan Rating Agency Confirmation,
in each case with respect to such termination and appointment of a successor.


 


(f)            
Any successor Special Servicer shall be deemed to make the representations and warranties provided for in Section 2.06(a)
of this Agreement mutatis mutandis as of the date of its succession.


 


(g)           
In the event that the Special Servicer is terminated pursuant to this Section 6.08, the Trustee shall, by notice in
writing to the Special Servicer, terminate all of its rights and obligations under this Agreement and in and to the applicable
Mortgage Loan(s) and/or Serviced Loan Combinations and the proceeds thereof, other than any rights the Special Servicer may have
hereunder as a Certificateholder and any rights or obligations that accrued prior to the date of such termination or that survive
termination (including, without limitation, the right to receive all amounts accrued or owing to it under


 






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this Agreement, plus
interest at the Advance Rate on such amounts until received to the extent such amounts bear interest as provided in this Agreement,
with respect to periods prior to the date of such termination and the right to the benefits of Section 6.03 of this
Agreement and the right to receive ongoing Workout Fees in accordance with the terms hereof).


 


(h)           
As of the Closing Date, there are separate Special Servicers for the 360 Rosemary Loan Combination, the 111 River Street Loan
Combination and the remaining Serviced Loans, respectively. In addition, if (1) a replacement special servicer is appointed with
respect to any other Serviced Loan Combination or any related REO Property in accordance with Article VII or this Section 6.08
or (2) an Excluded Mortgage Loan Special Servicer is appointed with respect to an Excluded Special Servicer Mortgage Loan,
there may be additional parties acting as Special Servicer hereunder. Accordingly, unless the context clearly requires otherwise:
(i) when used in the context of imposing duties and obligations on the Special Servicer hereunder or the performance of such duties
and obligations, the term “Special Servicer” shall mean (A) the applicable Loan Combination Special Servicer, insofar
as such duties and obligations relate to the subject Serviced Loan Combination or any related REO Property, (B) the applicable
Excluded Mortgage Loan Special Servicer, insofar as such duties and obligations relate to the subject Excluded Special Servicer
Mortgage Loan or any related REO Property and (C) the General Special Servicer, in all other cases (provided, that in Section 3.15
and Article VII of this Agreement, the term “Special Servicer” shall mean each of the Loan Combination
Special Servicers, the Excluded Mortgage Loan Special Servicers (if any) and the General Special Servicer); (ii) when used
in the context of identifying the recipient of any information, funds, documents, instruments and/or other items, the term “Special
Servicer” shall mean (A) the applicable Loan Combination Special Servicer, insofar as such information, funds, documents,
instruments and/or other items relate to the subject Serviced Loan Combination or any related REO Property, (B) the applicable
Excluded Mortgage Loan Special Servicer, insofar as such information, funds, documents, instruments and/or other items relate
to the subject Excluded Special Servicer Mortgage Loan or any related REO Property and (C) the General Special Servicer,
in all other cases; (iii) when used in the context of granting the Special Servicer the right to purchase all of the Trust
Loans and all other property held by the Trust Fund pursuant to Section 9.01 of this Agreement, the term “Special
Servicer” shall mean the General Special Servicer only; (iv) when used in the context of granting the Special Servicer the
right to purchase the 360 Rosemary Trust Subordinate Companion Loan and related property held by the Trust Fund pursuant to Section 9.01
of this Agreement, the term “Special Servicer” shall mean the Special Servicer of the 360 Rosemary Loan Combination
only; (v) when used in the context of granting the Special Servicer the right to purchase the 111 River Street Trust Subordinate
Companion Loan and related property held by the Trust Fund pursuant to Section 9.01 of this Agreement, the term “Special
Servicer” shall mean the Special Servicer of the 111 River Street Loan Combination; (vi) when used in the context of the
Special Servicer being replaced pursuant to this Section 6.08 by the applicable Directing Holder or the applicable
Certificateholders, the term “Special Servicer” shall mean the General Special Servicer, the applicable Loan Combination
Special Servicer or the applicable Excluded Mortgage Loan Special Servicer, as applicable; (vii) when used in the context of granting
the Special Servicer any protections, limitations on liability, immunities and/or indemnities hereunder, the term


 






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“Special
Servicer” shall mean each of the Loan Combination Special Servicers, the Excluded Mortgage Loan Special Servicers (if any)
and the General Special Servicer; and (viii) when used in the context of requiring indemnification from, imposing liability on,
or exercising any remedies against, the Special Servicer for any breach of a representation, warranty or covenant hereunder or
for any negligence, bad faith or willful misconduct in the performance of duties and obligations hereunder or any negligent disregard
of such duties and obligations or otherwise holding the Special Servicer responsible for any of the foregoing, the term “Special
Servicer” shall mean the applicable Loan Combination Special Servicer, the applicable Excluded Mortgage Loan Special Servicer
or the General Special Servicer, as applicable.


 


(i)             
References in this Agreement to “General Special Servicer” mean the Person performing the duties and obligations of
special servicer with respect to the Mortgage Pool (exclusive of (A) any Serviced Loan Combination or related REO Property as
to which a different Loan Combination Special Servicer has been appointed with respect thereto and (B) any Excluded Special
Servicer Mortgage Loan or any related REO Property as to which an Excluded Mortgage Loan Special Servicer has been appointed with
respect thereto).


 


(j)             
Notwithstanding anything to the contrary contained in this Section 6.08, if the Special Servicer obtains knowledge
that it is, or has become, a Borrower Party with respect to any Mortgage Loan or Loan Combination, then the Special Servicer shall
resign in such capacity with respect to such Excluded Special Servicer Mortgage Loan. The applicable Directing Holder shall appoint
(and replace with or without cause) the Excluded Mortgage Loan Special Servicer, as successor to the resigning Special Servicer,
for the related Excluded Special Servicer Mortgage Loan in accordance with this Agreement. If an Excluded Special Servicer Mortgage
Loan is also an Excluded Mortgage Loan, the largest Controlling Class Certificateholder (by Certificate Balance) that is not an
Excluded Controlling Class Holder shall be entitled to appoint (and replace with or without cause) the Excluded Mortgage Loan
Special Servicer for the related Excluded Special Servicer Mortgage Loan in accordance with this Agreement. If a Control Termination
Event has occurred and is continuing, neither the Controlling Class Representative nor any other Controlling Class Certificateholder
shall be entitled to remove or replace the Special Servicer with respect to any Excluded Special Servicer Mortgage Loan. If a
Control Termination Event has occurred and is continuing but prior to the occurrence and continuance of a Consultation Termination
Event, the largest Controlling Class Certificateholder that is not an Excluded Controlling Class Holder shall have the right to
appoint the Excluded Mortgage Loan Special Servicer. If there is no applicable Directing Holder entitled to appoint an Excluded
Mortgage Loan Special Servicer for an Excluded Special Servicer Mortgage Loan (or if there is an applicable Directing Holder so
entitled but it has not appointed a replacement special servicer for the related Excluded Special Servicer Mortgage within 30 days),
then the Certificate Administrator shall provide written notice to the resigning Special Servicer that such Excluded Mortgage
Loan Special Servicer has not been appointed and such resigning Special Servicer shall use reasonable efforts to appoint such
Excluded Mortgage Loan Special Servicer. In the event that the resigning Special Servicer is required to appoint an Excluded Mortgage
Loan Special Servicer, the resigning Special Servicer shall not have any liability for the actions or


 






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inactions of the newly appointed
Excluded Mortgage Loan Special Servicer, and absent willful misconduct, bad faith, fraud or negligence on the part of such resigning
Special Servicer, the resigning Special Servicer and its directors, members, managers, officers, employees and agents shall be
entitled to be indemnified by the Trust against any and all losses or liability incurred in connection with any legal action resulting
from the actions or inactions of the Excluded Mortgage Loan Special Servicer. It shall be a condition to the appointment of any
such Excluded Mortgage Loan Special Servicer that (i) such Excluded Mortgage Loan Special Servicer has delivered a Rating
Agency Confirmation with respect such appointment to the Certificate Administrator and the Trustee and, if the related Excluded
Special Servicer Mortgage Loan is part of a Serviced Loan Combination, a Companion Loan Rating Agency Confirmation with respect
to such appointment to the certificate administrator (if any) and the trustee for each related Other Securitization Trust (with
a copy to the Certificate Administrator and the Trustee), (ii) such Excluded Mortgage Loan Special Servicer satisfies all
of the eligibility requirements applicable to the Special Servicer set forth in this Agreement and (iii) such Excluded Mortgage
Loan Special Servicer delivers to the Depositor (and the Certificate Administrator) and any applicable Other Depositor (and any
applicable Other Exchange Act Reporting Party), the information, if any, required under Item 6.02 of Form 8-K pursuant to the
Exchange Act regarding itself in its role as Excluded Mortgage Loan Special Servicer.


 


If
at any time the Person that had acted as the Special Servicer for any Mortgage Loan or Loan Combination prior to such Mortgage
Loan or Loan Combination, as the case may be, becoming an Excluded Special Servicer Mortgage Loan is no longer a Borrower Party
(including, without limitation, as a result of the related Mortgaged Property becoming REO Property or an assumption of the Excluded
Special Servicer Mortgage Loan) with respect to such Mortgage Loan or Loan Combination, as the case may be, (1) the related Excluded
Mortgage Loan Special Servicer shall resign, (2) such Mortgage Loan or Loan Combination, as the case may be, shall no longer be
an Excluded Special Servicer Mortgage Loan, (3) such original Special Servicer shall become the Special Servicer again for such
Mortgage Loan or Loan Combination, as the case may be, and (4) such original Special Servicer shall be entitled to all Special
Servicing Compensation and Additional Special Servicing Compensation with respect to such Mortgage Loan or Loan Combination, as
the case may be, earned during such time on and after such Mortgage Loan or Loan Combination, as the case may be, is no longer
an Excluded Special Servicer Mortgage Loan.


 


The
Excluded Mortgage Loan Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded
Special Servicer Mortgage Loan and will be entitled to all Special Servicing Compensation and Additional Special Servicing Compensation
with respect to such Excluded Special Servicer Mortgage Loan earned after its appointment as the Excluded Mortgage Loan Special
Servicer and during such time as the related Mortgage Loan or Loan Combination is an Excluded Special Servicer Mortgage Loan (provided
that the Special Servicer shall remain entitled to all Special Servicing Compensation and Additional Special Servicing Compensation
with respect to the Mortgage Loans and Serviced Loan Combinations that are not Excluded Special Servicer Mortgage Loans during
such time).


 






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Notwithstanding
anything to the contrary in this Section 6.08(j), in the case of any Serviced Outside Controlled Loan Combination,
the related Outside Controlling Note Holder will have the right to appoint an Excluded Mortgage Loan Special Servicer.


 


(k)           
If a Servicing Officer of the Master Servicer, a related Excluded Mortgage Loan Special Servicer, or the Special Servicer, as
applicable, has actual knowledge that a Mortgage Loan is no longer an Excluded Mortgage Loan, an Excluded Controlling Class Mortgage
Loan or an Excluded Special Servicer Mortgage Loan, as applicable, the Master Servicer, the related Excluded Mortgage Loan Special
Servicer or Special Servicer, as applicable, shall provide prompt written notice thereof to each of the other parties to this
Agreement.


 


Section 6.09          
The Directing Holder, the Controlling Class Representative and the Risk Retention Consultation Parties.


 


(a)            
The applicable Directing Holder shall be entitled to advise (1) the Special Servicer, with respect to the applicable Serviced
Loan(s) that are Specially Serviced Loan(s) and (2) the Special Servicer, with respect to the applicable Serviced Loan(s) that
are Performing Serviced Loan(s), as to all Major Decisions, in each case as set forth in this Section 6.09. With respect
to any Outside Serviced Mortgage Loan, the Controlling Class Representative shall be entitled to exercise consultation and, to
the extent provided in Section 3.01(i), consent rights (if any) and attend annual meetings with the related Outside Servicer
and the related Outside Special Servicer, in each case, to the extent the holder of such Outside Serviced Mortgage Loan is entitled
to such rights pursuant to the related Co-Lender Agreement.


 


In
addition, except as set forth in, and in any event subject to, Section 6.09(b) and the subsequent paragraphs of this
Section 6.09(a), (1) the Master Servicer shall not be permitted to take any of the actions constituting a Major
Decision unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall take such action, subject
to the consent of the Special Servicer, who shall have 15 Business Days (or 60 days with respect to the determination of
an Acceptable Insurance Default) (from the date that the Special Servicer receives the information from the Master Servicer) to
analyze and make a recommendation regarding such Major Decision (provided that if the Special Servicer does not consent,
or notify the Master Servicer that it will not consent, to such Major Decision within the required 15 Business Days or 60 days,
as applicable, the Special Servicer shall be deemed to have consented to such Major Decision), and (2) the Special
Servicer shall not be permitted to take, or to consent to the Master Servicer’s taking, any of the actions constituting
a Major Decision as to which the applicable Directing Holder has objected in writing within ten (10) Business Days (or in the
case of a determination of an Acceptable Insurance Default, twenty (20) days (or, in the case of a Serviced Outside Controlled
Loan Combination, such other period contemplated by the related Co-Lender Agreement)) after receipt of the related Major Decision
Reporting Package from the Special Servicer (provided that if such written objection has not been received by the Special
Servicer within such ten (10) Business Day period or twenty (20) day period (or, in the case of a Serviced Outside Controlled
Loan Combination, such other period contemplated by the related Co-Lender Agreement), as applicable, then such applicable Directing
Holder will be deemed to have approved such action).


 






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Furthermore,
any applicable Directing Holder (in the case of an Outside Controlling Note Holder, to the extent provided in the related Co-Lender
Agreement) may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to any Serviced
Loan as such party may reasonably deem advisable or as to which provision is otherwise made herein.


 


In
addition, prior to taking, or consenting to the Master Servicer’s taking of, any Major Decision, the Special Servicer shall
consult (on a non-binding basis) with any applicable Consulting Parties (including, with respect to the Operating Advisor when
it is an applicable Consulting Party under the circumstances set forth in Section 3.29 and, with respect to the Risk Retention
Consultation Parties under the circumstances set forth in the third following paragraph and, with respect to a Serviced Companion
Loan Holder, under the circumstances contemplated by the related Co-Lender Agreement) in connection with any Major Decision with
respect to a Serviced Mortgage Loan or Serviced Loan Combination and consider alternative actions recommended by such Consulting
Parties, but, in the case of the Controlling Class Representative when it is a Consulting Party, only to the extent such consultation
with, or consent of, the Controlling Class Representative would have been required prior to the occurrence and continuance of
a Control Termination Event; provided that each such consultation is not binding on the Special Servicer; and provided,
further, that the Controlling Class Representative (when it is an applicable Consulting Party) may consult regarding a
Serviced Outside Controlled Loan Combination only if and to the extent that the holder of the related Split Mortgage Loan is granted
consultation rights under the related Co-Lender Agreement; and provided, further, that, with respect to any matter
for which consultation with the Controlling Class Representative is required and no response from the Controlling Class Representative
is received within ten (10) Business Days following the later of (i) the Controlling Class Representative’s receipt of written
request for input on such consultation and (ii) the Controlling Class Representative’s receipt of all reasonably requested
information and all information required to be delivered to the Controlling Class Representative under this Agreement with respect
to such consultation, the Master Servicer or the Special Servicer, as applicable, shall not be obligated to consult with the Controlling
Class Representative on the specific matter; provided, however, that the failure of Controlling Class Representative
to respond will not relieve the Master Servicer or the Special Servicer, as applicable, from using reasonable efforts to consult
with Controlling Class Representative on any future matters with respect to the applicable Serviced Mortgage Loan or Serviced
Loan Combination or any other Serviced Mortgage Loan. For the avoidance of doubt, with respect to any Serviced Outside Controlled
Loan Combination (which, for the avoidance of doubt, shall include, without limitation, any Servicing Shift Loan Combination prior
to the related Servicing Shift Date), the Special Servicer shall be responsible for obtaining any consent or deemed consent of
the related Outside Controlling Note Holder for “Major Decisions” (as such term or any analogous term is defined in
the related Co-Lender Agreement) to the extent such consent is required under this Agreement or under the terms of the related
Co-Lender Agreement. The Special Servicer shall provide all information reasonably requested by any applicable Consulting Party
and in the Special Servicer's possession that is necessary in order for such Consulting Party to exercise its consultation rights
set forth in the first sentence of this paragraph.


 


Each
Consulting Party shall have consultation rights with respect to such Mortgage Loans and/or Serviced Loan Combinations and at such
times and/or under such circumstances as contemplated by the definition of “Consulting Party”.


 






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With
respect to a Servicing Shift Loan Combination that is a Serviced Outside Controlled Loan Combination, prior to the related Servicing
Shift Date, no request for approval of the Controlling Class Representative shall be made on any matter related to such Servicing
Shift Loan Combination, except that the Controlling Class Representative (prior to the occurrence and continuance of a Consultation
Termination Event and only if the related Servicing Shift Mortgage Loan is not an Excluded Mortgage Loan) may exercise the consultation
rights, if any, of the holder of the related Servicing Shift Mortgage Loan with respect to Major Decisions and any proposed sale
of such Servicing Shift Mortgage Loan set forth in the applicable Co-Lender Agreement. In addition, the Operating Advisor (when
it is an applicable Consulting Party) will be entitled, while a Servicing Shift Mortgage Loan is serviced hereunder, to consult
on a non-binding basis with the Special Servicer and propose alternative courses of action and provide other feedback in respect
of any Major Decisions and any proposed sale of such Servicing Shift Mortgage Loan.


 


With
respect to each Major Decision regarding a Serviced Loan as to which any applicable Directing Holder has consent or consultation
rights pursuant to this Section 6.09, the Special Servicer shall provide the related Major Decision Reporting Package to
the applicable Directing Holder, simultaneously with the Special Servicer’s request for the applicable Directing Holder’s
consent or input regarding the related Major Decision. With respect to each Major Decision regarding a Serviced Loan as to which
any Risk Retention Consultation Party has consultation rights pursuant to this Section 6.09, the Special Servicer shall
provide the related Major Decision Reporting Package to such Risk Retention Consultation Party, simultaneously with the Special
Servicer’s request for such Risk Retention Consultation Party’s input regarding the related Major Decision. The Special
Servicer shall provide each Major Decision Reporting Package to the Operating Advisor: (i) prior to the occurrence and continuance
of a Control Termination Event (or, in the case of the 360 Rosemary Loan Combination, a 360 Rosemary Operating Advisor Consultation
Trigger Event) and with respect to any Specially Serviced Loan, promptly after the Special Servicer receives the Directing Holder’s
approval or deemed approval of such Major Decision Reporting Package; and (ii) following the occurrence and continuance of a Control
Termination Event and with respect to any Serviced Loan (or, in the case of the 360 Rosemary Loan Combination, a 360 Rosemary
Operating Advisor Consultation Trigger Event), simultaneously with the Special Servicer’s written request for the Operating
Advisor’s input regarding the related Major Decision. With respect to any particular Major Decision and related Major Decision
Reporting Package provided to the Operating Advisor pursuant to this Section 6.09(a), the Special Servicer shall make available
to the Operating Advisor one or more Servicing Officers with relevant knowledge regarding the applicable Mortgage Loan and such
Major Decision in order to address reasonable questions that the Operating Advisor may have relating to, among other things, such
Major Decision and potential conflicts of interest and compensation with respect to such Major Decision.


 


In
addition, (i) for so long as no Consultation Termination Event is continuing, with respect to any Specially Serviced Loan (other
than any Outside Serviced Mortgage Loan or any Excluded RRCP Mortgage Loan with respect to the applicable Risk Retention Consultation
Party), and (ii) during the continuance of a Consultation Termination Event, with respect to any Mortgage Loan (other than any
Outside Serviced Mortgage Loan or any Excluded RRCP Mortgage Loan with respect to the applicable Risk Retention Consultation Party),
the Master Servicer and the Special Servicer shall consult with each Risk Retention Consultation Party on a non-binding basis
in connection with any Major Decision that it is processing (and such other matters that are


 






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subject to the non-binding consultation
rights of such Risk Retention Consultation Party pursuant to this Agreement which, for the avoidance of doubt, shall include the
matters set forth in Sections 3.09, 3.17(m), 3.24, 7.02 and this Section 6.09 and in the definition
of “Acceptable Insurance Default”) and to consider alternative actions recommended by such Risk Retention Consultation
Party in respect of such Major Decision (or any other matter requiring consultation with such Risk Retention Consultation Party
pursuant to this Agreement); provided that in the event the Master Servicer or the Special Servicer receives no response
from a Risk Retention Consultation Party within 10 days following the Master Servicer’s delivery of information in its possession
reasonably requested by such Risk Retention Consultation Party or the Special Servicer’s delivery of the related Major Decision
Reporting Package, the Master Servicer or the Special Servicer, as applicable, shall not be obligated to consult with such Risk
Retention Consultation Party on the specific matter (provided, however, 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 Serviced Mortgage
Loan or Serviced Loan Combination or any other Serviced Mortgage Loan). For the avoidance of doubt, (x) no Risk Retention Consulting
Party shall have any consultation rights with respect to any related Excluded RRCP Mortgage Loan and (y) any consultation with
any Risk Retention Consultation Party under this Agreement shall be on a strictly non-binding basis and shall be subject to all
limitations with respect to the procedures and timing for such consultation set forth in this Section 6.09.


 


Notwithstanding
anything in this Agreement to the contrary, 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, any applicable Directing Holder or
consultation with any applicable Consulting Party, is necessary to protect the interests of the Certificateholders, the Combined
Uncertificated VRR Interest Owner and, with respect to any Serviced Loan Combination, the related Serviced Companion Loan Holder(s)
(as a collective whole as if such Certificateholders, the Combined Uncertificated VRR Interest Owner and, with respect to any
Serviced Loan Combination, the related Serviced Companion Loan Holder(s) constituted a single lender (and, with respect to a Serviced
AB Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan(s))), the Special Servicer
or Master Servicer, as applicable, may take any such action without waiting for the applicable Directing Holder’s (or, if
applicable, the Special Servicer’s) or any Consulting Party’s, as applicable, response.


 


Also
notwithstanding anything in this Agreement to the contrary, no direction, objection, advice or consultation on the part of any
applicable Directing Holder, and no advice or consultation from any applicable Consulting Party, contemplated by this Agreement,
may require or cause the Master Servicer or the Special Servicer to violate the terms of any Mortgage Loan or Serviced Loan Combination,
any provision of any related Loan Documents, any related Co-Lender Agreement, any intercreditor agreement, applicable law, this
Agreement or the REMIC Provisions, including without limitation each of the Master Servicer’s and the Special Servicer’s
obligation to act in accordance with the Servicing Standard, or expose any Certificateholder, the Combined Uncertificated VRR
Interest Owner, the Trust Fund, any Mortgage Loan Seller (other than with respect to enforcing the rights and remedies against
such Mortgage Loan Seller pursuant to this Agreement or the related Mortgage Loan Purchase Agreement with respect to any Material
Defect)


 






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or any party to this Agreement or their respective Affiliates, officers, directors, employees or agents to any claim,
suit or liability, or 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, or result in the imposition of a “prohibited transaction” or “prohibited
contribution” tax under the REMIC Provisions, or materially expand the scope of the Master Servicer’s or the Special
Servicer’s responsibilities under this Agreement or any Co-Lender Agreement or cause the Master Servicer or the Special
Servicer to act, or fail to act, in a manner that is not in the best interests of the Certificateholders, the Combined Uncertificated
VRR Interest Owner and/or the Serviced Companion Loan Holders.


 


In
the event the Special Servicer or Master Servicer, as applicable, determines that a refusal to consent by any applicable Directing
Holder or any advice from any applicable Directing Holder or Consulting Party would otherwise cause the Special Servicer or Master
Servicer, as applicable, to violate the terms of any Loan Documents, any related Co-Lender Agreement or mezzanine intercreditor
agreement, applicable law, the REMIC Provisions or this Agreement, including without limitation, the Servicing Standard, the Special
Servicer or Master Servicer, as applicable, shall disregard such refusal to consent or advice and notify in writing the applicable
Directing Holder, the applicable Consulting Parties, the Trustee and, for posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 12.12 of this Agreement, the Rule 17g-5 Information Provider of its determination, including
a reasonably detailed explanation of the basis therefor. The taking of, or refraining from taking, any action by the Master Servicer
or Special Servicer in accordance with the direction of or approval of any applicable Directing Holder or the recommendation of
any applicable Consulting Party that does not violate the terms of any Loan Documents, any related Co-Lender Agreement or mezzanine
intercreditor agreement, any law, the REMIC Provisions 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.


 


For
so long as no Control Termination Event has occurred and is continuing, the Controlling Class Representative shall be entitled,
with respect to each Outside Serviced Mortgage Loan other than any Excluded Mortgage Loan, to exercise the consent or approval
rights set forth in Section 3.01(i) of this Agreement; and for so long as no Consultation Termination Event has occurred
and is continuing, the Controlling Class Representative shall be entitled, with respect to each Outside Serviced Mortgage
Loan other than any Excluded Mortgage Loan, to exercise any consultation rights permitted under the related Co-Lender Agreement
in respect of “Major Decisions” (or any analogous concept) and the implementation of “Asset Status Reports”
(or any analogous concept) under, and within the meaning of, the applicable Outside Servicing Agreement and attend an annual meeting
with the related Outside Servicer and the related Outside Special Servicer, in each case, to the extent the holder of such Outside
Serviced Mortgage Loan is entitled to such rights pursuant to the related Co-Lender Agreement.


 


A
Directing Holder will have no liability to the Trust Fund, the Certificateholders or the Combined Uncertificated VRR Interest
Owner for any action taken, or for refraining from the taking of any action, pursuant to this Agreement, or for error in judgment;
provided, however, that the Controlling Class Representative will not be protected against any liability to any
Controlling Class Certificateholder that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in the performance of duties or by reason of negligent disregard of obligations or duties.


 






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The
Risk Retention Consultation Parties shall have no liability to the Trust Fund, any party to this Agreement, any Certificateholders
or the Combined Uncertificated VRR Interest Owner for any action taken, or for refraining from the taking of any action, pursuant
to this Agreement, or for errors in judgment.


 


The
Combined Uncertificated VRR Interest Owner and, by its acceptance of a Certificate, each Certificateholder acknowledges and agrees
that: (i) a Directing Holder may have special relationships and interests that conflict with those of Holders of one or more
Classes of Certificates or the Combined Uncertificated VRR Interest Owner; (ii) a Directing Holder may act solely in its
own interests (or, in the case of the Controlling Class Representative, in the interests of the Holders of the Controlling
Class or, in the case of a Loan-Specific Controlling Class Representative, the interests of the Holders of the related Loan-Specific
Controlling Class); (iii) a Directing Holder does not have any liability or duties to the Holders of any Class of Certificates
or the Combined Uncertificated VRR Interest Owner (other than, in the case of the Controlling Class Representative, the Controlling
Class or, in the case of a Loan-Specific Controlling Class Representative, the related Loan-Specific Controlling Class); (iv) a
Directing Holder may take actions that favor its own interests (or in the case of the Controlling Class Representative, the
interests of the Holders of the Controlling Class or, in the case of a Loan-Specific Controlling Class Representative, the interests
of the Holders of the related Loan-Specific Controlling Class) over the interests of the Holders of one or more other Classes
of Certificates or the Combined Uncertificated VRR Interest Owner; and (v) a Directing Holder shall have no liability whatsoever
(other than, in the case of the Controlling Class Representative, to a Controlling Class Certificateholder and, in the
case of a Loan-Specific Controlling Class Representative, to a related Loan-Specific Controlling Class Certificateholder)
for having so acted as set forth in clauses (i) through (iv) of this paragraph, and that no Certificateholder or Uncertificated
VRR Interest Owner may take any action whatsoever against any Directing Holder or any affiliate, director, officer, employee,
shareholder, member, partner, agent or principal thereof for having so acted; provided, however, that the rights
of a Directing Holder are subject to any related mezzanine intercreditor agreement.


 


(b)        
Notwithstanding anything to the contrary contained herein:


 


(i)             
after the occurrence and during the continuance of a Control Termination Event, the Controlling Class Representative shall
have no right to consent to any action taken or not taken by any party to this Agreement;


 


(ii)           
after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of
a Consultation Termination Event, the Controlling Class Representative shall remain entitled to receive any notices, reports
or information to which it is entitled pursuant to this Agreement with respect to the applicable Serviced Loan(s) (other than
any Excluded Mortgage Loan), and the Master Servicer, Special Servicer and any other applicable party shall consult with the Controlling
Class Representative in connection with any action to be taken or refrained from taking with respect to the applicable Serviced
Loan(s) (other than any Excluded Mortgage Loan), but only to the extent consultation with, or consent of, the Controlling Class Representative
would have been required under such circumstances prior to the occurrence and


 






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continuance of such Control Termination Event; provided,
however, that the Controlling Class Representative shall not be permitted to consult with respect to any Serviced
AB Loan Combination while any related Subordinate Companion Loan Holder is the related Outside Controlling Note Holder;


 


(iii)            
after the occurrence and during the continuance of a Consultation Termination Event, the Controlling Class Representative
shall have no 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 a Directing Holder
or a Consulting Party; provided that each Controlling Class Certificateholder shall maintain the right to exercise Voting
Rights for the same purposes as any other Certificateholder under this Agreement (other than with respect to Excluded Controlling
Class Mortgage Loans); and


 


(iv)            
no Person may exercise any of the rights and powers of the Controlling Class Representative with respect to an Excluded Mortgage
Loan.


 


(c)         
Notwithstanding anything to the contrary herein, neither the Master Servicer nor the Special Servicer shall take or refrain from
taking any action pursuant to instructions, directions, objections, advice or consultation from any applicable Directing Holder,
any applicable Consulting Party or a Serviced Companion Loan Holder (or its Companion Loan Holder Representative) that would cause
any one of them to violate applicable law, the terms of any Mortgage Loan or Serviced Loan Combination, the related Loan Documents,
this Agreement, including the Servicing Standard, the related Co-Lender Agreement, any related intercreditor agreement, or the
REMIC Provisions or that would (i) expose any Certificateholder, the Combined Uncertificated VRR Interest Owner, the Trust
Fund, any Mortgage Loan Seller (other than with respect to enforcing the rights and remedies against such Mortgage Loan Seller
pursuant to this Agreement or the related Mortgage Loan Purchase Agreement with respect to any Material Defect) or any party to
this Agreement or their respective Affiliates, officers, directors, employees or agents to any claim, suit or liability, (ii) materially
expand the scope of the Master Servicer’s or the Special Servicer’s responsibilities under this Agreement or any Co-Lender
Agreement, (iii) 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, or result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions, or (iv) cause the Master Servicer or the Special Servicer to act, or fail to act, in a manner
that in the reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, is not in the best interests
of the Certificateholders and/or the Serviced Companion Loan Holders.


 


(d)        
Each Certificateholder and Certificate Owner of a Control Eligible Certificate, a 360 Rosemary Control Eligible Certificate or
a 111 River Street Control Eligible Certificate is hereby deemed to have agreed by virtue of its purchase of such Certificate
(or beneficial ownership interest in such Certificate) to provide its name and address to the Certificate Administrator and to
notify the Certificate Administrator, in writing, of the transfer of any Control Eligible Certificate (or the beneficial ownership
of


 






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any Control Eligible Certificate), 360 Rosemary Control Eligible Certificate (or any beneficial ownership of any 360 Rosemary
Control Eligible Certificate), 111 River Street Control Eligible Certificate (or any beneficial ownership of any 111 River Street
Control Eligible Certificate), the selection of a Controlling Class Representative or any Loan-Specific Controlling Class
Representative or the resignation or removal of the Controlling Class Representative or any Loan-Specific Controlling Class
Representative. Any such Certificateholder (or Certificate Owner) or its designee at any time appointed Controlling Class Representative,
360 Rosemary Controlling Class Representative or 111 River Street Controlling Class Representative, as applicable, is hereby deemed
to have agreed by virtue of its purchase of a Control Eligible Certificate (or the beneficial ownership interest in a Control
Eligible Certificate), a 360 Rosemary Control Eligible Certificate (or the beneficial ownership interest in a 360 Rosemary Control
Eligible Certificate) or a 111 River Street Control Eligible Certificate (or the beneficial ownership of a 111 River Street Control
Eligible Certificate), as applicable, to notify the Certificate Administrator in writing when such Certificateholder (or Certificate
Owner) or designee is appointed Controlling Class Representative, 360 Rosemary Controlling Class Representative or 111 River
Street Controlling Class Representative, and when it is removed or resigns. Upon receipt of any of the notices referred to in
the preceding two sentences of this Section 6.09(d), the Certificate Administrator shall promptly notify, in writing,
the Special Servicer, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trustee of the identity
of the Controlling Class Representative, the 360 Rosemary Controlling Class Representative, the 111 River Street Controlling
Class Representative, any resignation or removal of the Controlling Class Representative, the 360 Rosemary Controlling Class
Representative or the 111 River Street Controlling Class Representative and/or any new Holder or Certificate Owner of a Control
Eligible Certificate, 360 Rosemary Control Eligible Certificate or 111 River Street Control Eligible Certificate. In addition,
upon the request of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or the
Trustee, as applicable, the Certificate Administrator shall provide (on a reasonably prompt basis) the identity of the then-current
Controlling Class, 360 Rosemary Controlling Class or 111 River Street Controlling Class and a list of the related Certificateholders
(or Certificate Owners, if applicable, at the expense of the Trust if such expense arises in connection with an event as to which
the Controlling Class Representative, the 360 Rosemary Controlling Class Representative or the 111 River Street Controlling
Class Representative or the Controlling Class, the 360 Rosemary Controlling Class or the 111 River Street Controlling Class has
consent or consultation rights pursuant to this Agreement or in connection with a request made by the Operating Advisor in connection
with its obligation under Section 3.29(c)e) of this Agreement to deliver a copy of the Operating Advisor Annual Report
to the Controlling Class Representative, the 360 Rosemary Controlling Class Representative and the 111 River Street Controlling
Class Representative and otherwise at the expense of the requesting party) of the Controlling Class, the 360 Rosemary Controlling
Class or the 111 River Street Controlling Class to such requesting party, and each of the Master Servicer, Special Servicer, Operating
Advisor, the Asset Representations Reviewer and the Trustee shall be entitled to rely on the information so provided by the Certificate
Administrator.


 


In
the event of a change in the Controlling Class, the 360 Rosemary Controlling Class or the 111 River Street Controlling Class,
the Certificate Administrator shall promptly


 






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contact the current Holder(s) (or, in the case of book-entry Certificates, Certificate
Owners) of the Controlling Class, the 360 Rosemary Controlling Class or the 111 River Street Controlling Class, as applicable
(or in each case any designee(s) thereof), or, if known to the Certificate Administrator, one of its affiliates or, if applicable,
any successor Controlling Class Representative, 360 Rosemary Controlling Class Representative, 111 River Street Controlling
Class Representative, Controlling Class Certificateholder(s), 360 Rosemary Controlling Class Certificateholder(s) or 111
River Street Controlling Class Certificateholder(s), and determine whether any such entity is the Holder (or Certificate Owner)
of at least a majority of the Controlling Class, 360 Rosemary Controlling Class or 111 River Street Controlling Class, as applicable,
(in each case, in effect after such change in Controlling Class, 360 Rosemary Controlling Class or 111 River Street Controlling
Class) by Certificate Balance. If at any time the current Holder of the Controlling Class (or its designee), the 360 Rosemary
Controlling Class (or its designee) or the 111 River Street Controlling Class (or its designee) or, if known to the Certificate
Administrator, one of its respective Affiliates, or any successor Controlling Class Representative, 360 Rosemary Controlling
Class Representative or 111 River Street Controlling Class Representative or Controlling Class Certificateholder(s), 360
Rosemary Controlling Class Certificateholder(s) or 111 River Street Controlling Class Certificateholder(s) is no longer the Holder
(or Certificate Owner) of at least a majority of the applicable Controlling Class, 360 Rosemary Controlling Class or 111 River
Street Controlling Class, in each case  by Certificate Balance, and the Certificate Administrator has neither (i) received
notice of the then-current Controlling Class Certificateholders, 360 Rosemary Controlling Class Certificateholders or 111
River Street Controlling Class Certificateholders, as applicable, of at least a majority of the Controlling Class, the 360 Rosemary
Controlling Class or the 111 River Street Controlling Class, in each case by Certificate Balance nor (ii) received notice
of a replacement Controlling Class Representative, 360 Rosemary Controlling Class Representative or 111 River Street Controlling
Class Representative pursuant to this Agreement, then a Control Termination Event and a Consultation Termination Event shall be
deemed to have occurred with respect to the related Serviced Loans or Serviced Loan Combination and shall be deemed to continue
until such time as the Certificate Administrator receives any such notice in clauses (i) or (ii).


 


Upon
receipt of notice of a change in Controlling Class Representative, 360 Rosemary Controlling Class Representative, 111 River
Street Controlling Class Representative or any Risk Retention Consultation Party, the Certificate Administrator shall promptly
forward notice thereof to each other party to this Agreement.


 


On
the Closing Date, each of the initial Controlling Class Representative, 360 Rosemary Controlling Class Representative and
111 River Street Controlling Class Representative shall deliver (which delivery may be by electronic mail) a certification substantially
in the form of Exhibit M-1H to this Agreement to the Certificate Administrator (who shall promptly forward such certification
to the Master Servicer, the Special Servicer, the Trustee and the Operating Advisor). Upon the resignation or removal of the existing
Controlling Class Representative, 360 Rosemary Controlling Class Representative or 111 River Street Controlling Class Representative,
any successor Controlling Class Representative, 360 Rosemary Controlling Class Representative or 111 River Street Controlling
Class Representative shall also deliver a certification substantially in the form of Exhibit M-1H to this Agreement
to the Certificate Administrator (who shall promptly forward such certification to the Master Servicer, the Special Servicer,
the Trustee and


 






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the
Operating Advisor) prior to being recognized as the new Controlling Class Representative, 360 Rosemary Controlling Class
Representative or 111 River Street Controlling Class Representative, as applicable.


 


(e)            
Once a Controlling Class Representative, 360 Rosemary Controlling Class Representative or 111 River Street Controlling Class
Representative has been selected, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor, the
Certificate Administrator, the Asset Representations Reviewer, the Trustee and each other Certificateholder (or Certificate Owner,
if applicable) and the Combined Uncertificated VRR Interest Owner shall be entitled to rely on such selection unless a majority
of the Certificateholders of the Controlling Class, the 360 Rosemary Controlling Class or the 111 River Street Controlling Class,
as applicable, in each case by Certificate Balance, or such Controlling Class Representative, 360 Rosemary Controlling Class
Representative or 111 River Street Controlling Class Representative shall have notified the Certificate Administrator, the Master
Servicer and each other Certificateholder of the Controlling Class, the 360 Rosemary Controlling Class or the 111 River Street
Controlling Class, as applicable, in writing, of the resignation of such Controlling Class Representative, 360 Rosemary Controlling
Class Representative or 111 River Street Controlling Class Representative or the selection of a new Controlling Class Representative,
360 Rosemary Controlling Class Representative or 111 River Street Controlling Class Representative. Upon receipt of written notice
of, or other knowledge of, the resignation of a Controlling Class Representative, 360 Rosemary Controlling Class Representative
or 111 River Street Controlling Class Representative, the Certificate Administrator shall request the Certificateholders of the
Controlling Class, the 360 Rosemary Controlling Class or the 111 River Street Controlling Class, as applicable,  to select
a new Controlling Class Representative, 360 Rosemary Controlling Class Representative or 111 River Street Controlling Class
Representative, as applicable.


 


(f)            
If at any time a book-entry certificate belongs to the Controlling Class, the 360 Rosemary Controlling Class or the 111 River
Street Controlling Class, the Certificate Administrator shall notify the related Certificate Owner or Certificate Owners (through
the Depository, unless the Certificate Administrator shall have been previously provided with the name and address of such Certificate
Owner or Certificate Owners) of such event and shall request that it be informed of any change in the identity of the related
Certificate Owner from time to time.


 


(g)           
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor
and the Trustee and the Certificate Administrator shall be entitled to rely on the most recent notification with respect to the
identity of (i) the Certificateholders of the Controlling Class and the Controlling Class Representative, (ii) the Certificateholders
of the 360 Rosemary Controlling Class and the 360 Rosemary Controlling Class Representative and (iii) the Certificateholders of
the 111 River Street Controlling Class and the 111 River Street Controlling Class Representative.


 


(h)           
Notwithstanding anything to the contrary contained herein, at any time when the Class H Certificates are the Controlling Class,
the Holder of more than 50% of


 






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the Controlling Class (by Certificate Balance) may waive its right to act as or appoint a
Controlling Class Representative and to exercise any of the rights of the Controlling Class Representative or cause
the exercise of any of the rights of the Controlling Class Representative set forth in this Agreement, by irrevocable written
notice delivered to the Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer and Operating Advisor
(any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Whenever
such waiver by an Opting-Out Party is in effect, (1) a Control Termination Event and a Consultation Termination Event shall be
deemed to have occurred and be continuing; and (2) the rights of the holder of more than 50% of the Class H Certificates (by Certificate
Balance), if the Class H Certificates are the Controlling Class, to act as or appoint a Controlling Class Representative
and the rights of a Controlling Class Representative will not be operative (notwithstanding whether a Control Termination
Event or a Consultation Termination Event is or would otherwise then be in effect). Any such waiver shall remain effective with
respect to such Holder and such Class until such time as either (x) the Class H Certificates are no longer the Controlling
Class or (y) the Opting-Out Party has (i) sold a majority of the Class H Certificates (by Certificate Balance) to an unaffiliated
third party and (ii) certified to the Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer and Operating
Advisor that (a) the Opting-Out Party retains no direct or indirect Voting Rights with respect to the Class H Certificates that
it transferred, (b) there is no voting agreement between the Opting-Out Party and the transferee and (c) the Opting-Out Party
retains no direct or indirect economic interest in the Class H Certificates that it transferred (such sale and certification,
a “Class H Transfer”). Following any such Class H Transfer, and if the Class H Certificates are still the Controlling
Class, the successor holder of more than 50% of the Controlling Class (by Certificate Balance) shall again have the right
to act as or appoint a Controlling Class Representative as set forth herein without regard to any prior waiver by the predecessor
Certificateholder. Such successor Certificateholder shall also have the right as provided in this Section 6.09(h)
to irrevocably waive its right to act as or appoint a Controlling Class Representative or, subject to any such limitations
set forth in this Agreement (including by reason of a Control Termination Event or a Consultation Termination Event otherwise
existing), to exercise any of the rights of the Controlling Class Representative or to cause the exercise of any of the rights
of the Controlling Class Representative as set forth in this Agreement. No successor Certificateholder described above in
this paragraph shall have any consent rights with respect to any Serviced Mortgage Loan that became a Specially Serviced Loan
prior to the Class H Transfer and had not also become a Corrected Loan prior to such Class H Transfer until such Serviced Mortgage
Loan becomes a Corrected Loan.


 


(i)             
BMO and Sabal shall be the initial Risk Retention Consultation Parties and shall, in each case, remain so until a successor is
appointed pursuant to the terms of this Agreement. Upon the resignation or removal of any 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 M-1I to this Agreement prior to being recognized as a new Risk Retention Consultation Party.
The parties hereto shall be entitled to assume that a Risk Retention Consultation Party has not changed absent such notice.


 






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(j)             
Once a Risk Retention Consultation Party 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 BMO (in the case of the VRR1 Risk Retention Consultation Party) or Sabal (in
the case of the VRR2 Risk Retention Consultation Party), as applicable, or such Risk Retention Consultation Party itself shall
have notified the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and
each other Holder of Class VRR Certificates, in writing, of the selection of a new Risk Retention Consultation Party (along
with contact information for such new Risk Retention Consultation Party).


 


(k)           
In the event that no VRR1 Risk Retention Consultation Party or VRR2 Risk Retention Consultation Party, as applicable, has been
appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the Master Servicer or the Special
Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been
identified (along with contact information) to the Master Servicer or the Special Servicer, as applicable, then until such time
as the related new Risk Retention Consultation Party is identified, the Master Servicer or the Special Servicer, as applicable,
shall have no duty to consult with, or provide notice to, any such Risk Retention Consultation Party as the case may be.


 


(l)             
The Combined Uncertificated VRR Interest Owner and, by its acceptance of a Certificate, each Certificateholder acknowledges and
agrees that: (i) each Risk Retention Consultation Party may have special relationships and interests that conflict with those
of Holders of one or more Classes of Certificates or the Combined Uncertificated VRR Interest Owner; (ii) each Risk Retention
Consultation Party may act solely in the interests of the Holders of the Class VRR Certificates or the applicable Uncertificated
VRR Interest Owner; (iii) each Risk Retention Consultation Party does not have any liability or duties to the Holders of any other
Class of Certificates; (iv) each Risk Retention Consultation Party may take actions that favor interests of the Combined
Uncertificated VRR Interest Owner or the Holders of one or more Classes, including the Class VRR Certificates, over the interests
of the Holders of one or more other Classes of Certificates or the Combined Uncertificated VRR Interest Owner; and (v) each Risk
Retention Consultation Party shall have no liability whatsoever for having so acted as set forth in clauses (i) through
(iv) above, and no Certificateholder or Uncertificated VRR Interest Owner may take any action whatsoever against any Risk
Retention Consultation Party or any director, officer, employee, agent or principal of such Risk Retention Consultation Party
for having so acted.


 


Article
VII



DEFAULT


 


Section 7.01          
Servicer Termination Events.


 


(a)            
“Servicer Termination Event,” wherever used herein, means any one of the following events:


 






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(i)             
(A) any failure by the Master Servicer to make any deposit or payment required to be made by the Master Servicer to the Collection
Account or Loan Combination Custodial Account or to any Serviced Companion Loan Holder on the day and by the time such deposit
or remittance is 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,
the Distribution Account or the Excess Interest 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 any REO Account, within two (2) Business Days after such deposit is required
to be made or to remit to the Master Servicer for deposit into the Collection Account or the Loan Combination Custodial Account,
as applicable, any amount required to be so deposited or remitted by the Special Servicer pursuant to, and within one (1) Business
Day after 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 applicable, 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 30 days
(10 days in the case of the Master Servicer’s failure to make a Property Advance or 20 days in the case of a failure
to pay the premium for any insurance policy required to be maintained under this Agreement or such shorter period (not less than
two (2) Business Days) as may be required to avoid the commencement of foreclosure proceedings for unpaid real estate taxes
or the lapse of insurance, as applicable) after the date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Master Servicer or the Special Servicer, as the case may be, by any other party hereto, or 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 of any Class evidencing, as to such Class, not less than 25% of the Voting Rights allocable thereto, or,
if affected thereby, by a Serviced Companion Loan Holder; provided, however, if any such failure with a 30-day cure
period is capable of being cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing such cure,
such 30-day period will be extended an additional 60 days (provided that the Master Servicer, or Special Servicer,
as applicable, has commenced to cure such failure within the initial 30-day period and has certified that it has diligently pursued,
and is continuing to pursue, a full cure); or


 


(iv)           
any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in this Agreement,
which materially and adversely affects the interests of any Class of Certificateholders, any Uncertificated Interest Owner
or any Serviced Companion Loan Holder and which continues unremedied for a period of 30 days after the date on which notice
of such breach, requiring the same to be remedied, has been given to the Master Servicer or the Special Servicer, as the case
may be, by the Depositor, the Certificate


 






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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 the Voting Rights
or, if affected thereby, by a Serviced Companion Loan Holder; provided, however, 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 60 days (provided that the Master Servicer, or Special Servicer, as applicable, has commenced
to cure such failure within the initial 30-day period and has certified that it has diligently pursued, and is continuing to pursue,
a full cure); 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 60 days; or


 


(vi)           the Master Servicer or the Special Servicer, as applicable, 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 or of or relating to all or substantially all of its
property; or


 


(vii)          the Master Servicer or the Special Servicer, as applicable, shall admit in writing its inability to pay its debts generally as
they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an
assignment for the benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance
of the foregoing; or


 


(viii)        
the Master Servicer or the Special Servicer, as applicable, 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 60 days;


 


(ix)            KBRA (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified, downgraded
or withdrawn its rating or ratings of one or more Classes of Certificates or one or more classes of Serviced Companion Loan Securities,
or (B) placed one or more Classes of Certificates or one or more classes of Serviced Companion Loan Securities on “watch
status” in contemplation of a rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), publicly
citing servicing concerns with the Master Servicer or the Special Servicer, as applicable, as the sole or material factor


 






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in such
rating action (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by
KBRA (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency), within 60 days of such event);


 


(x)           
with respect to the Master Servicer, the Master Servicer ceases to have a commercial master servicer rating of at least “CMS3”
from Fitch and that rating is not reinstated within 60 days or, with respect to the Special Servicer, the Special Servicer
ceases to have a commercial special servicer rating of at least “CSS3” from Fitch and that rating is not reinstated
within 60 days, as the case may be;


 


(xi)            
(A) the Master Servicer or the Special Servicer, as applicable, has failed to maintain a rating by DBRS Morningstar equal to or
higher than “MOR CS3” as a master servicer or a special servicer, as applicable, and such rating is not reinstated
within 60 days of such event (if the Master Servicer or the Special Servicer, as applicable, has or had a DBRS Morningstar rating
on or after the Closing Date) or (B) if the Master Servicer or the Special Servicer, as applicable, has not been rated by DBRS
Morningstar on or after the Closing Date, and DBRS Morningstar has qualified, downgraded or withdrawn the then-current rating
or ratings of one or more Classes of the 360 Rosemary Loan-Specific Certificates or placed one or more Classes of the 360 Rosemary
Loan-Specific Certificates on “watch status” in contemplation of a rating downgrade or withdrawal, publicly citing
servicing concerns with the Master Servicer or the Special Servicer, as applicable, as the sole or material factor in such rating
action (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by DBRS Morningstar
within 60 days of such event); or


 


(xii)          
the Master Servicer or the Special Servicer, as applicable, or any primary servicer or Sub-Servicer appointed by the Master Servicer
or the Special Servicer, as applicable, after the Closing Date (but excluding any Sub-Servicer set forth on Exhibit S),
shall (A) for so long as the Trust is subject to the reporting requirements of Regulation AB or the Exchange Act, fail to deliver
the items required to be delivered by this Agreement after any applicable notice and cure period to enable the Certificate Administrator
or Depositor to comply with the reporting obligations of the Trust under the Exchange Act or (B) for so long as any Other Securitization
Trust is subject to the reporting requirements of Regulation AB or the Exchange Act, fail to deliver any Exchange Act reporting
items required to be delivered by such servicer to the related Other Depositor or related Other Exchange Act Reporting Party pursuant
to Article X of this Agreement, in the case of each of clauses (A) and (B), within (a) with respect to the delivery
of any item relating to a Reportable Event, two (2) Business Days of such failure to comply with Article X or (b) with
respect to the delivery of any other item, five (5) Business Days of such failure to comply with Article X (any primary
servicer or Sub-Servicer that defaults in accordance with this Section 7.01(a)(xi) shall be terminated at the direction
of the Depositor).


 






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If
a Servicer Termination Event with respect to the Master Servicer or the Special Servicer 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, either (i) the
Trustee may or (ii) upon the written direction to the Trustee from (x) the Holders of at least 25% of the Voting Rights of
all Certificates (or, if the Servicer Termination Event is with respect to the Special Servicer and relates to specific Mortgage
Loans and/or Trust Subordinate Companion Loans, of all Certificates evidencing interests in such affected Mortgage Loans and/or
Trust Subordinate Companion Loans) or (y) an affected Serviced Companion Loan Holder (but, subject to the next sentence, solely
in the case of the related Serviced Loan Combination and a Servicer Termination Event with respect to the Special Servicer), then
the Trustee shall, terminate the Master Servicer or the Special Servicer, as applicable. Notwithstanding anything to the contrary,
it shall not be a Servicer Termination Event with respect to the pool of Trust Loans under clauses (i), (ii), (iii), (iv),
(viii), (ix), (x) or (xi) above if the failure, default or event only has an adverse effect on a Serviced Companion Loan, a Serviced
Companion Loan Holder or a rating on any Serviced Companion Loan Securities, but shall be a Servicer Termination Event with respect
to the related Serviced Companion Loan and any related Serviced Companion Loan Holder shall: (i) in the case of any such
failure, default or event on the part of the Master Servicer, have the remedies set forth in Section 7.01(d) with
respect to the Servicer Termination Event with respect to the related Serviced Companion Loan; and (ii) with respect to any such
failure, default or event on the part of the Special Servicer, be able to require termination of the Special Servicer with respect
to, but only with respect to, the related Serviced Loan Combination.


 


In
the event that the Master Servicer is also the Special Servicer and the Master Servicer is terminated as provided in this Section 7.01,
the Master Servicer shall also be terminated as Special Servicer.


 


(b)           
If the Master Servicer receives notice of termination under Section 7.01(c) solely due to a Servicer Termination Event
under Section 7.01(a)(viii), Section 7.01(a)(ix), Section 7.01(a)(x) or Section 7.01(a)(xi)
and if the Master Servicer to be terminated pursuant to Section 7.01(c) provides the Trustee with the appropriate
“request for proposal” materials within five (5) Business Days following such termination notice, then the Master
Servicer shall continue to service as Master Servicer hereunder until a successor Master Servicer is selected in accordance with
this Section 7.01(b). Upon receipt of the “request for proposal” materials, Trustee shall promptly thereafter
(using such “request for proposal” materials provided by the Master Servicer pursuant to Section 7.01(c)) solicit
good faith bids for the rights to service the Mortgage Loans and the Serviced Loan Combinations under this Agreement from at least
three (3) Persons qualified to act as a successor Master Servicer hereunder in accordance with Section 6.04 (any
such Person so qualified, a “Qualified Bidder”) or, if three (3) Qualified Bidders cannot be located,
then from as many persons as the Trustee can determine are Qualified Bidders; provided that, the Master Servicer shall
supply the Trustee with the names of Persons from whom to solicit such bids; and provided, further, that the Trustee
shall not be responsible if less than three (3) or no Qualified Bidders submit bids for the right to service the Mortgage
Loans and Serviced Loan Combinations under this Agreement. The bid proposal shall require any Successful Bidder (as defined below),
as a condition of such bid, to enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof,
within 45 days after the notice of termination of the Master Servicer. The Trustee shall


 






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select the Qualified Bidder with
the highest cash bid (the “Successful Bidder”) to act as successor Master Servicer hereunder; provided,
however, that if the Trustee does not receive a Rating Agency Confirmation from each Rating Agency within 10 days
after the selection of such Successful Bidder, then the Trustee shall repeat the bid process described above (but subject to the
above-described 45-day time period) until such confirmation is obtained. The Trustee shall request the Successful Bidder
to enter into this Agreement as successor Master Servicer pursuant to the terms hereof no later than 45 days after notice
of the termination of the Master Servicer.


 


Upon
the assignment and acceptance of master servicing rights hereunder (subject to the terms of Section 3.12 of this Agreement)
to and by the Successful Bidder, the Trustee shall remit or cause to be remitted to the Master Servicer to be terminated pursuant
to Section 7.01(c) of this Agreement, the amount of such cash bid received from the Successful Bidder (net of “out-of-pocket”
expenses incurred in connection with obtaining such bid and transferring servicing).


 


The
Master Servicer to be terminated pursuant to Section 7.01(c) of this Agreement shall be responsible for all out-of-pocket
expenses incurred in connection with the attempt to sell its rights to service the Mortgage Loans and the Serviced Loan Combinations,
which expenses are not reimbursed to the party that incurred such expenses pursuant to the preceding paragraph.


 


If
the Successful Bidder has not entered into this Agreement as successor Master Servicer within the above-described time period
or no Successful Bidder was identified within the above-described time period, the Master Servicer to be terminated pursuant to
Section 7.01(c) shall reimburse the Trustee for all reasonable “out-of-pocket” expenses incurred
by the Trustee in connection with such bid process and the Trustee shall have no further obligations under this Section 7.01(b).
The Trustee thereafter may act or may select a successor to act as Master Servicer hereunder in accordance with Section 7.02.


 


(c)            
In the event that the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01, the Trustee
shall, by notice in writing to the Master Servicer or the Special Servicer, as the case may be (the “Terminated Party”),
terminate all of its rights and obligations under this Agreement and in and to the Mortgage Loans and Serviced Loan Combinations
and the proceeds thereof, other than any rights the Master Servicer or Special Servicer may have hereunder as a Certificateholder
and any rights or obligations that accrued prior to the date of such termination or that survive such termination (including the
right to receive all amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on such amounts until
received to the extent such amounts bear interest as provided in this Agreement, with respect to periods prior to the date of
such termination and the right to the benefits of Section 6.03 and subsection (b) above notwithstanding
any such termination). On or after the receipt by the Terminated Party of such written notice, all of its authority and power
under this Agreement, whether with respect to the Certificates (except that the Terminated Party shall retain its rights as a
Certificateholder in the event and to the extent that it is a Certificateholder) or the Mortgage Loans and Serviced Loan Combinations
or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section and, without limitation, the
Trustee is hereby authorized and empowered to


 






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execute and deliver, on behalf of and at the expense of the Terminated 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 Serviced Loan Combinations and related documents, or otherwise. The Master Servicer and the Special
Servicer each agrees that, in the event it is terminated pursuant to this Section 7.01, to promptly (and in any event
no later than ten Business Days subsequent to such notice) provide, at its own expense, the Trustee (or the successor Master
Servicer selected by the Trustee pursuant to Section 7.01(b) of this Agreement or the successor Master Servicer or
Special Servicer, as applicable, otherwise appointed pursuant to Section 7.02 of this Agreement) with all documents
and records requested by the Trustee (or the successor Master Servicer selected by the Trustee pursuant to Section 7.01(b)
of this Agreement or the successor Master Servicer or Special Servicer, as applicable, otherwise appointed pursuant to Section 7.02
of this Agreement) to enable the Trustee or other successor to its responsibilities hereunder to assume its functions hereunder,
and to cooperate with the Trustee and the successor to its responsibilities hereunder in effecting the termination and transfer
of its responsibilities and rights hereunder, including, without limitation, the transfer to the successor Master Servicer or
successor Special Servicer or the Trustee, as applicable, for administration by it of all cash amounts which shall at the time
be or should have been credited by the Master Servicer or the Special Servicer to the Collection Account, any Loan Combination
Custodial Account, any REO Account or Lock-Box Account shall thereafter be received with respect to the Mortgage Loans and Serviced
Loan Combinations, and shall promptly provide the Trustee or such successor Master Servicer or Special Servicer (which may include
the Trustee), as applicable, all documents and records reasonably requested by it, such documents and records to be provided in
such form as the Trustee or such successor Master Servicer or Special Servicer shall reasonably request (including electromagnetic
form), to enable it to assume the Master Servicer’s or Special Servicer’s function hereunder. All reasonable costs
and expenses actually incurred by the Trustee, the Certificate Administrator or the successor Master Servicer or successor Special
Servicer in connection with transferring Mortgage Files, Servicing Files and related information, records and reports to the successor
Master Servicer or Special Servicer and amending this Agreement to reflect (as well as providing appropriate notices to Mortgagors,
ground lessors, insurers and other applicable third parties regarding) such succession as successor Master Servicer or successor
Special Servicer pursuant to this Section 7.01 shall be paid by the predecessor Master Servicer or the Special Servicer,
as applicable, upon presentation of reasonable documentation of such costs and expenses. If the predecessor Master Servicer or
Special Servicer (as the case may be) has not reimbursed the Trustee, the Certificate Administrator 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 Fund; provided that the Terminated Party shall not thereby be relieved of its liability
for such expenses.


 


(d)           
Notwithstanding Section 7.01(a) and Section 7.01(c), if (1) any Servicer Termination Event on the part
of the Master Servicer affects a Serviced Companion Loan, the related Serviced Companion Loan Holder or the rating on a class
of the related Serviced Companion Loan Securities (including the Loan-Specific Certificates) and the Master


 






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Servicer is not otherwise
terminated in accordance with Section 7.01(c), or (2) a Servicer Termination Event on the part of the Master Servicer
occurs that affects only a Serviced Companion Loan, the related Serviced Companion Loan Holder or the rating on a class of the
related Serviced Companion Loan Securities (including the Loan-Specific Certificates), the Master Servicer may not be terminated
in accordance with Section 7.01(c), but, at the written direction of the related Serviced Companion Loan Holder, the
Master Servicer shall appoint, within 30 days of such direction, a sub-servicer (or, if the related Serviced Loan Combination
is currently being sub-serviced, to replace, within 30 days of such direction, the then current sub-servicer with a new sub-servicer).
In connection with the Master Servicer’s appointment of any sub-servicer at the direction of a Serviced Companion Loan Holder
in accordance with this Section 7.01(d), the Master Servicer shall obtain a Rating Agency Confirmation from each Rating
Agency. The related sub-servicing agreement shall provide that any sub-servicer appointed by the Master Servicer at the direction
of a Serviced Companion Loan Holder in accordance with this Section 7.01(d) shall be responsible for all duties of
the Master Servicer under this Agreement with respect to the related Serviced Loan Combination, except that the Master Servicer
shall be entitled to retain a portion of the Servicing Fee for the Mortgage Loan and any Trust Subordinate Companion Loan that
is part of the related Serviced Loan Combination equal to any related Excess Servicing Fee with respect to such Trust Loan(s)
(and any related REO Trust Loan(s)). Such sub-servicing agreement (a) may be terminated without cause and without payment of any
fee and (b) shall also provide that such sub-servicer shall agree to become the master servicer under a separate servicing agreement
for the applicable Serviced Loan Combination in the event that such Serviced Loan Combination is no longer to be serviced and
administered hereunder, which separate servicing agreement shall contain servicing and administration, limitation of liability,
indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement,
except for the fact that the applicable Serviced Loan Combination and the related Mortgaged Properties shall be the sole assets
serviced and administered thereunder and the sole source of funds thereunder. If any sub-servicer appointed by the Master Servicer
at the direction of a Serviced Companion Loan Holder in accordance with this Section 7.01(d) shall at any time resign
or be terminated, the Master Servicer shall be required to promptly appoint a substitute sub-servicer and obtain a Rating Agency
Confirmation. In the event a successor Master Servicer is acting hereunder and that successor Master Servicer desires to terminate
the sub-servicer appointed under this Section 7.01(d), the terminated Master Servicer that was responsible for the
Servicer Termination Event that led to the appointment of such sub-servicer shall be responsible for all costs incurred in connection
with such termination, including the payment of any termination fee.


 


(e)            
If the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer has received written notice (which,
for the purposes of this clause (e), shall include any publications by S&P, Fitch, KBRA or DBRS Morningstar of which
the Trustee, the Certificate Administrator or any Servicing Officer of the Master Servicer, as the case may be, has actual knowledge)
from S&P, Fitch, KBRA or DBRS Morningstar that the Master Servicer or the Special Servicer no longer is an approved master
servicer or approved special servicer, as applicable, then such party shall promptly notify the others, and the Certificate Administrator
shall notify the related Serviced Companion Loan Holder, to the extent known to the Certificate Administrator, of the same.


 






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Section 7.02       
Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer receives a
notice of termination pursuant to Section 7.01, the Trustee shall, subject to the following provisions of this Section 7.02,
be its successor in all respects in its capacity as Master Servicer or Special Servicer under this Agreement and the transactions
set forth or provided for herein and, except as provided herein, shall be subject to all the responsibilities, duties, limitations
on liability and liabilities relating thereto and arising thereafter placed on the Master Servicer or Special Servicer by the
terms and provisions hereof; provided, however, that (i) the Trustee shall have no responsibilities, duties,
liabilities or obligations with respect to any act or omission of the Master Servicer or Special Servicer and (ii) any failure
to perform, or delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to provide,
or delay in providing, records, tapes, disks, information or moneys shall not be considered a default by such successor hereunder.
The Trustee, as successor Master Servicer or successor Special Servicer, shall be indemnified to the full extent provided the
Master Servicer or Special Servicer, as applicable, under this Agreement prior to the Master Servicer’s or the Special Servicer’s
termination. The appointment of a successor Master Servicer or successor Special Servicer shall not affect any liability of the
predecessor Master Servicer or Special Servicer which may have arisen prior to its termination as Master Servicer or Special Servicer.
The Trustee shall not be liable for any of the representations, liabilities or warranties of the Master Servicer or Special Servicer
herein or in any related document or agreement, for any acts or omissions of the predecessor Master Servicer or predecessor Special
Servicer or for any losses incurred in respect of any Permitted Investment by the Master Servicer pursuant to Section 3.07
of this Agreement nor shall the Trustee be required to purchase any Mortgage Loan or Serviced Loan Combination hereunder.
As compensation therefor, the Trustee as successor Master Servicer or successor Special Servicer shall be entitled to the Servicing
Fee or Special Servicing Compensation, as applicable, and all funds relating to the Mortgage Loans and Serviced Companion Loans
that accrue after the date of the Trustee’s succession to which the Master Servicer or Special Servicer would have been
entitled if the Master Servicer or Special Servicer, as applicable, had continued to act hereunder. In the event any Advances
made by the Master Servicer and the Trustee shall at any time be outstanding, or any amounts of interest thereon shall be accrued
and unpaid, all amounts available to repay Advances and interest hereunder shall be applied entirely to the Advances made by the
Trustee (and the accrued and unpaid interest thereon), until such Advances and interest shall have been repaid in full. Notwithstanding
the above and subject to Section 6.08, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable
to so act, or if the Holders of Certificates entitled to at least 25% of the Voting Rights so request in writing to the Trustee,
or if the Rating Agencies do not provide Rating Agency Confirmations with respect to the Trustee so acting, promptly appoint,
or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution for which a Rating
Agency Confirmation from each Rating Agency has been obtained (at the expense of the terminated Master Servicer or Special Servicer,
as applicable, or, if the expense is not so recovered, at the expense of the Trust Fund), as the successor to the Master Servicer
or the Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities
of the Master Servicer or Special Servicer hereunder; provided that, the applicable Directing Holder shall have the right
to approve any successor Special Servicer with respect to any Serviced Loan or Serviced Loan Combination. No appointment of a
successor to the Master Servicer or Special Servicer hereunder shall be effective until (i) the assumption by such successor of
all the Master Servicer’s or Special Servicer’s responsibilities, duties and liabilities hereunder and (ii) in the
case of the appointment of a successor


 






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Special Servicer, the Depositor and, if applicable, each related Other Depositor shall
have received the written notice and information with respect to such successor Special Servicer as set forth in Section 10.02(a).
Pending appointment of a successor to the Master Servicer (or the Special Servicer if the Special Servicer is also the Master
Servicer) hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity
as herein above provided. Pending the appointment of a successor to the Special Servicer, unless the Master Servicer is also the
Special Servicer, the Master Servicer shall act in such capacity. In connection with such appointment and assumption described
herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans and Serviced
Companion Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess
of that permitted the Terminated Party hereunder; provided, further, that if no successor to the Terminated Party
can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor
and such amounts in excess of that permitted the Terminated Party shall be treated as Realized Losses; and provided, further
that, the Trustee shall consult with any applicable Directing Holder and Consulting Party prior to the appointment of a successor
to the Terminated Party with respect to any Serviced Loan or Serviced Loan Combination at a servicing compensation in excess of
that permitted the Terminated Party. The Depositor, the Trustee, the Master Servicer or Special Servicer and such successor shall
take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.


 


If
the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the terminated Master Servicer, it may reduce
the Excess Servicing Fee Rate to the extent that the Trustee’s 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
terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing
Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor
Master Servicer that meets the requirements of this Section 7.02.


 


Section 7.03       
Notification to Certificateholders.


 


(a)       
Upon any termination pursuant to Section 7.01 above or appointment of a successor to the Master Servicer or the Special
Servicer, the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register, to the Combined Uncertificated VRR Interest Owner, to the Serviced Companion Loan Holders,
and electronically, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.12
of this Agreement, to the Rule 17g-5 Information Provider.


 


(b)         Within 30 days after the occurrence of any Servicer Termination Event or Operating Advisor Termination Event of which a Responsible
Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall transmit by mail to all Holders
of Certificates, the Combined Uncertificated VRR Interest Owner and any affected Serviced Companion Loan Holder (to the extent
the Certificate Administrator has received the notice information for such Serviced Companion Loan Holder after a request therefor)
and electronically, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.12
of this Agreement, to the Rule 17g-5 Information Provider notice


 






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of such Servicer Termination Event or Operating Advisor
Termination Event, unless such Servicer Termination Event or Operating Advisor Termination Event shall have been cured or waived.


 


Section 7.04       
Other Remedies of Trustee. During the continuance of any Servicer Termination Event, so long as such Servicer Termination
Event shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.01, shall have the
right, in its own name as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute
to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders,
the Combined Uncertificated VRR Interest Owner and the Serviced Companion Loan Holders (including the institution and prosecution
of all judicial, administrative and other proceedings and the filing of proofs of claim and debt in connection therewith). In
such event, the legal fees, expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the defaulting Master Servicer or Special Servicer, as applicable. If the Master Servicer or Special Servicer,
as applicable, fails to remedy, after the presentation of reasonable documentation, the Trustee shall be entitled to be reimbursed
for such expenses, costs and liability from the Collection Account or the Loan Combination Custodial Account, as applicable, as
provided in Section 3.06 and Section 3.06A of this Agreement; provided that the Master Servicer
or the Special Servicer, as applicable, shall not be relieved of such liability for such expenses, costs and liabilities. Except
as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy,
and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right
or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Servicer Termination Event of the Master
Servicer or the Special Servicer.


 


Section 7.05       
Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination. The Holders of Certificates
evidencing not less than 66-2/3% of the Voting Rights of all Certificates (or, if the Servicer Termination Event is with respect
to the Special Servicer and relates to specific Mortgage Loans and/or Trust Subordinate Companion Loans, of all Certificates evidencing
interests in such affected Mortgage Loans and/or Trust Subordinate Companion Loans) (and, if such Servicer Termination Event is
on the part of a Special Servicer only with respect to a Serviced Loan Combination with a Companion Loan held outside the Issuing
Entity, by each affected Serviced Companion Loan Holder) may, on behalf of all Holders of Certificates, waive any Servicer Termination
Event on the part of the Master Servicer, Special Servicer or any Operating Advisor Termination Event on the part of the Operating
Advisor in the performance of its obligations hereunder and its consequences, except a Servicer Termination Event in connection
with making any required deposits (including, with respect to the Master Servicer, P&I Advances) to or payments from the Collection
Account, a Loan Combination Custodial Account or the Lower-Tier REMIC Distribution Account or in remitting payments as received,
in each case in accordance with this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and
any Servicer Termination Event or Operating Advisor Termination Event arising therefrom shall be deemed to have been remedied
for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent
thereon. Any costs and expenses incurred by the Certificate Administrator in connection with such default and prior to such waiver
shall be reimbursed by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, promptly upon demand
therefor and if not reimbursed to the Certificate Administrator within 90 days of such demand, from the Trust


 






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Fund; provided
that the Trust Fund shall be reimbursed by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable,
to the extent such amounts are reimbursed to the Certificate Administrator from the Trust Fund. Notwithstanding the foregoing,
(a) a Servicer Termination Event under any of Section 7.01(a)(i) and Section 7.01(a)(ii) of this
Agreement may be waived only by all of the Certificateholders of the affected Classes, and (b) a Servicer Termination Event
under Section 7.01(a)(xii) of this Agreement may be waived only with the consent of the Depositor, together with (in
the case of each of clauses (a) and (b) of this sentence) the consent of each Serviced Companion Loan Holder, if any, that
is affected by such Servicer Termination Event.


 


The
foregoing paragraph notwithstanding, if the Holders representing at least the requisite percentage of the Voting Rights allocated
to each affected Class of Certificates desire to waive a Servicer Termination Event by the Master Servicer, but a Serviced
Companion Loan Holder related to a Serviced Loan Combination (if adversely affected thereby) does not wish to waive that Servicer
Termination Event, then those Certificateholders may still waive that Servicer Termination Event, and the applicable Serviced
Companion Loan Holder will be entitled to require that the Master Servicer appoint, within 60 days of the applicable Serviced
Companion Loan Holder’s request, a sub-servicer (or, if the applicable Serviced Loan Combination is currently being subserviced,
to replace, within 60 days of the applicable Serviced Companion Loan Holder’s request, the then current sub-servicer
with a new sub-servicer) with respect to the applicable Serviced Loan Combination. In connection with the Master Servicer’s
appointment of a sub-servicer at the request of a Serviced Companion Loan Holder in accordance with this Section 7.05,
the Master Servicer shall obtain a Rating Agency Confirmation from each Rating Agency at the expense of the Serviced Companion
Loan Holder. The related sub-servicing agreement shall provide that any sub-servicer appointed by the Master Servicer at the request
of a Serviced Companion Loan Holder in accordance with this Section 7.05 shall be responsible for all duties of the
Master Servicer under this Agreement with respect to the applicable Serviced Loan Combination, except that the Master Servicer
shall be entitled to retain a portion of the Servicing Fee for the related Trust Loan(s) equal to any related Excess Servicing
Fee. Such Sub-Servicing Agreement (a) may be terminated without cause and without the payment of any fee and (b) shall
also provide that such sub-servicer shall become the master servicer under a separate servicing agreement for the applicable Serviced
Loan Combination in the event that the Serviced Loan Combination is no longer to be serviced and administered hereunder, which
separate servicing agreement shall contain servicing and administration, limitation of liability, indemnification and servicing
compensation provisions substantially similar to the corresponding provisions of this Agreement, except for the fact that the
applicable Serviced Loan Combination and the related Mortgaged Properties shall be the sole assets serviced and administered thereunder
and the sole source of funds thereunder. Such sub-servicer (a) may be terminated without cause and without the payment of
any fee and (b) shall meet the requirements of Section 3.01 of this Agreement. If any sub-servicer appointed
by the Master Servicer at the request of a Serviced Companion Loan Holder in accordance with this Section 7.05 shall
at any time resign or be terminated, the Master Servicer shall be required to promptly appoint a substitute sub-servicer with
respect to which a Rating Agency Confirmation has been obtained at the expense of the applicable resigning or terminated sub-servicer
(and any applicable Sub-Servicing Agreement shall so provide), and if the resigning or terminated sub-servicer fails to cover
such expense, the Master Servicer shall do so. In the event a successor Master Servicer is acting hereunder and that successor
Master Servicer desires to terminate the sub-servicer appointed under this Section 7.05, the terminated Master Servicer
that was responsible for the Servicer Termination Event that led to the appointment of


 






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such sub-servicer shall be responsible
for all costs incurred in connection with such termination, including the payment of any termination fee.


 


Section 7.06       
Termination of the Operating Advisor.


 


(a)       
An “Operating Advisor 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 Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material
breach of its representations or warranties under this Agreement, which failure shall continue unremedied for a period of 30 days
after the date on which written notice of such failure shall have been given to the Operating Advisor by the Trustee or to the
Operating Advisor and the Trustee by the Holders of Certificates having greater than 25% of the Voting Rights of all then outstanding
Certificates; provided, however, that with respect to any such failure which is not curable within such 30-day period,
the Operating Advisor shall have an additional cure period of thirty (30) days to effect such cure so long as it has commenced
to cure such failure with the initial 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;


 


(ii)          
any failure by the Operating Advisor to perform its obligations set forth in this Agreement in accordance with the Operating Advisor
Standard which failure shall continue unremedied for a period of 30 days after the date on which written notice of such failure
is given to the Operating Advisor by any party to this Agreement;


 


(iii)         
any failure by the Operating Advisor to be an Eligible Operating Advisor, which failure shall continue unremedied for a period
of 30 days;


 


(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 Operating Advisor, and such decree or order shall
have remained in force undischarged or unstayed for a period of 60 days;


 


(v)         
the Operating Advisor 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 Operating Advisor or of or relating to all or substantially all of its property; or


 






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(vi)        
the Operating Advisor 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 notice of the occurrence of any Operating Advisor Termination Event, the Certificate
Administrator shall promptly provide written notice to all Certificateholders and the Combined Uncertificated VRR Interest Owner
by posting such notice on its internet website, unless the Certificate Administrator has received notice that it has been remedied.
If an Operating Advisor Termination Event shall occur then, and in each and every such case, so long as such Operating Advisor
Termination Event shall not have been remedied, then either (i) the Trustee may or (ii) upon the written direction of
holders of Certificates evidencing not less than 25% of the Voting Rights of each Class of Non-Reduced Certificates, the
Trustee shall, terminate all of the rights and obligations of the Operating Advisor 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
Operating Advisor. Notwithstanding anything herein to the contrary, the Depositor shall have the right, but not the obligation,
to notify the Certificate Administrator and the Trustee of any Operating Advisor Termination Event of which the Depositor becomes
aware.


 


(b)         Upon (i) the written direction of Holders of Certificates evidencing not less than 15% of the Voting Rights of the Non-Reduced
Certificates requesting a vote to terminate and replace the Operating Advisor with a proposed successor Operating Advisor that
is an Eligible Operating Advisor 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 of the requested vote to the Operating Advisor 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 Operating Advisor. Upon the affirmative vote of the Holders of Certificates evidencing
more than 50% of the Voting Rights allocable to the Non-Reduced Certificates of those Holders that exercise their right to vote
(provided that Holders entitled to exercise at least 50% of the Voting Rights allocable to the Non-Reduced Certificates
exercise their right to vote within 180 days of the initial request for a vote (which, for the avoidance of doubt, is the
date on which the aforementioned notice was mailed to the Certificateholders)), the Trustee shall terminate all of the rights
and obligations of the Operating Advisor under this Agreement by notice in writing to the Operating Advisor. The provisions set
forth in the foregoing sentences of this Section 7.06(b) shall be binding upon and inure to the benefit of solely
the Certificateholders and the Trustee as between each other. The Operating Advisor shall not have any cause of action based upon
or arising from any breach or alleged breach of such provisions. As between the Operating Advisor, on the one hand, and the Certificateholders,
on the other, the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the
termination of the Operating Advisor. The Certificate Administrator shall include on each Distribution Date Statement a statement
that each Certificateholder and Certificate Owner may access notices on the Certificate Administrator’s Website and each
Certificateholder and


 






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Certificate Owner may register to receive e-mail notifications when such notices are posted on the Certificate
Administrator’s Website; provided that the Certificate Administrator shall be entitled to reimbursement from the
requesting Certificateholders for the reasonable expenses of posting such notices.


 


(c)      
  On or after the receipt by the Operating Advisor of such written notice of termination, subject to the foregoing, all
of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Operating Advisor
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 15
Business Days after (1) the Operating Advisor resigns pursuant to Section 6.04 of this Agreement (excluding
resignation under the circumstances contemplated in Section 6.04(d) where no successor Operating Advisor is
required to be appointed) or (2) the Trustee delivers such written notice of termination to the Operating Advisor, the
Trustee shall appoint a successor Operating Advisor that is an Eligible Operating Advisor. The Trustee shall provide written
notice of the appointment of a successor Operating Advisor to the Master Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Depositor, the Risk Retention Consultation Parties, any related Outside
Controlling Note Holder and, if a Consultation Termination Event does not exist, the Controlling Class Representative
within one Business Day of such appointment, and the Certificate Administrator shall provide written notice of such
appointment to each Certificateholder and the Combined Uncertificated VRR Interest Owner within one Business Day of the
receipt of such notice of appointment from the Trustee. Except as contemplated by Section 7.06(b) of
this Agreement, the appointment of a successor Operating Advisor shall not be subject to the vote, consent or approval of the
holder of any Class of Certificates or the Combined Uncertificated VRR Interest Owner.


 


The
Operating Advisor shall not at any time be the Depositor, the Master Servicer, the Special Servicer, a Sponsor or an Affiliate
of any of them. If any of such entities becomes the Operating Advisor, including by means of an Affiliation arising after the
date hereof, the Operating Advisor shall immediately resign or cause an assignment under Section 6.04 of this Agreement
and the Trustee shall appoint a successor Operating Advisor subject to and in accordance with this Section 7.06(c),
which successor Operating Advisor may be an Affiliate of the Trustee. Notwithstanding the foregoing, if the Trustee is unable
to find a successor Operating Advisor within 30 days of the termination of the Operating Advisor, the Depositor shall be
permitted to find a replacement. Unless and until a replacement Operating Advisor is appointed, no party shall act as the Operating
Advisor and the provisions in this Agreement relating to consultation with respect to the Operating Advisor shall not be applicable
until a replacement Operating Advisor is appointed hereunder.


 


(d)         Upon any resignation or termination of the Operating Advisor and, if applicable, appointment of a successor to the Operating Advisor,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders and the Combined Uncertificated
VRR Interest Owner), the Depositor, each Directing Holder, each Consulting Party and, for posting to the Rule 17g-5


 






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Information
Provider’s Website pursuant to Section 12.12 of this Agreement, the Rule 17g-5 Information Provider. In the event that
the Operating Advisor resigns or 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 resignation or termination (including the right to receive
all amounts accrued and owing to it under this Agreement) and other than any rights to indemnification arising out of events occurring
prior to such resignation or termination.


 


Article
VIII



CONCERNING THE TRUSTEE and The Certificate Administrator


 


Section 8.01       
Duties of the Trustee and the Certificate Administrator.


 


(a)       
The Trustee, prior to the occurrence of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual
knowledge and after the curing or waiver of all Servicer Termination Events which may have occurred, undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Trustee shall be construed
as a duty. During the continuance of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge,
the Trustee, subject to the provisions of Section 7.02 and Section 7.04 of this Agreement, shall exercise
such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise, as a
prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. The Certificate
Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement
and no permissive right of the Certificate Administrator shall be construed as a duty.


 


(b)         Each of the Trustee and the Certificate Administrator, upon receipt of any resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee or the Certificate Administrator, as applicable, 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 Rule 17g-5 Information Provider’s Website), shall examine
them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth
herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the
accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument provided
to it hereunder if accepted in good faith. If any such instrument is found not to conform on its face to the requirements of this
Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, shall request a corrected instrument,
and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable
satisfaction, the Certificate Administrator (if the Certificate Administrator requested the corrected instrument or upon direction
from the Trustee if the Trustee requested the corrected instrument) will provide


 






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notice thereof to the Certificateholders and
the Combined Uncertificated VRR Interest Owner.


 


(c)     
   Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees,
agents or “control” persons within the meaning of the Act shall have any liability arising out of or in
connection with this Agreement, provided that, subject to Section 8.02 of this Agreement, no provision of this
Agreement shall be construed to relieve the Trustee or the Certificate Administrator, as applicable, or any such person, from
liability for its own negligent action, its own negligent failure to act or its own willful misconduct or its own bad faith;
and provided, further, that:


 


(i)        
  Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer
of the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred,
the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the
Trustee nor the Certificate Administrator shall 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 or the
Certificate Administrator and, in the absence of bad faith on the part of the Trustee or the Certificate Administrator, the Trustee
or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any resolutions, certificates, statements, reports, opinions, documents, orders or other
instruments furnished to the Trustee or the Certificate Administrator, as applicable, that conform on their face to the requirements
of this Agreement without responsibility for investigating the contents thereof;


 


(ii)          
Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by
a Responsible Officer or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as
applicable, was negligent in ascertaining the pertinent facts;


 


(iii)         
Neither the Trustee nor the Certificate Administrator shall be personally 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 greater than 50%
of the Percentage Interests (or such other percentage as is specified herein for such action) of each affected Class, or of the
Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available
to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or
the Certificate Administrator, as applicable, under this Agreement;


 


(iv)         
Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control
persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate


 






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Registrar that is not the same
Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by
the Trustee or the Certificate Administrator, as applicable, performed or omitted in compliance with any custodial or other agreement,
or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating Advisor, any Serviced Companion
Loan Holder, the Directing Holder or the Controlling Class Representative or any other third Person, including, without limitation,
in connection with actions taken pursuant to this Agreement;


 


(v)          Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal
action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance
with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the
Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured,
and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection
Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the
performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard
of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as
a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties
contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake
any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and
the rights and duties of the parties hereto and the interests of the Certificateholders hereunder;


 


(vi)        
Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach of
any Person unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge
of such act, failure to act or breach or receives written notice of such act, failure to act or breach from any other party to
this Agreement, any Certificateholder or Certificate Owner, the Combined Uncertificated VRR Interest Owner, a Risk Retention Consultation
Party, a Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative; and


 


(vii)       
Except in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith
or fraud, in no event shall the Trustee or the Certificate Administrator, as applicable, 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.


 






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None
of the provisions contained in this Agreement shall require the Trustee or the Certificate Administrator, in its capacity as Trustee
or the Certificate Administrator, as applicable, to expend or risk its own funds, or otherwise incur financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if in the opinion of the Trustee
or the Certificate Administrator, as applicable, the repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it. None of the provisions contained in this Agreement shall in any event require the Trustee to
perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer (other than the obligations
to make Advances under Sections 3.20 and 4.06 of this Agreement), the Special Servicer, the Certificate Administrator,
the Operating Advisor or the Asset Representations Reviewer under this Agreement, except during such time, if any, as the Trustee
shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special
Servicer in accordance with the terms of this Agreement. None of the provisions contained in this Agreement shall in any event
require the Certificate Administrator to perform, or be responsible for the manner of performance of, any of the obligations of
the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Asset Representations Reviewer under this
Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond of any kind in connection
with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate Administrator shall be
liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested with it in its commercial
capacity or at its discretion).


 


(d)         The Operating Advisor, the Master Servicer, the Special Servicer or the Trustee may at any time request from the Certificate Administrator
written confirmation of whether any Control Termination Event or Consultation Termination Event occurred during the previous calendar
year and the Certificate Administrator shall deliver such confirmation, based on information in its possession, to the requesting
party within ten (10) Business Days of such request. Further, the Certificate Administrator shall post a “special notice”
on the Certificate Administrator’s Website within ten (10) days of its determination (or its receipt of notice) of
the commencement or cessation of any Control Termination Event or Consultation Termination Event.


 


Section 8.02       
Certain Matters Affecting the Trustee and the Certificate Administrator.


 


(a)     
   Except as otherwise provided in Section 8.01 of this Agreement:


 


(i)           
Each of the Trustee and the Certificate Administrator may request and/or 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 and neither the Trustee nor the Certificate Administrator
shall have any responsibility to ascertain or confirm the genuineness of any such party or parties;


 






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(ii)          
Each of the Trustee and the Certificate Administrator may consult with counsel and the written 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 with such written advice of such counsel or Opinion of Counsel;


 


(iii)         
(A) Neither the Trustee nor the Certificate Administrator shall be under any obligation 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 the Trustee or the Certificate Administrator, as applicable, against
the costs, expenses and liabilities which may be incurred therein or thereby; and


 


 (B)          
the right of the Trustee or the Certificate Administrator, as applicable, to perform any discretionary act enumerated in this
Agreement shall not be construed as a duty, and neither the Trustee nor the Certificate Administrator shall be answerable for
other than its negligence or willful misconduct in the performance of any such act;


 


provided
that subject to the foregoing clause (A), nothing contained herein shall relieve the Trustee of the obligations, upon
the occurrence of a Servicer Termination Event (which has not been cured or waived) of which a Responsible Officer of the Trustee
has actual knowledge, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of
care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s
own affairs;


 


(iv)        
Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, Affiliates, agents
or “control” persons within the meaning of the Act shall be personally liable for any action taken, suffered or omitted
by it in good faith and reasonably believed by the Trustee or the Certificate Administrator, as applicable, to be authorized or
within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)         
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 at least 25% (or such other percentage
as is specified herein) of the Percentage Interests of any affected Class; provided, however, that if the payment
within a reasonable time to the Trustee or the Certificate Administrator, as applicable, 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,
as applicable, not reasonably assured to the Trustee or the Certificate Administrator, as applicable, by the security afforded
to it by the terms of this Agreement, the Trustee or the Certificate Administrator,


 






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as applicable, may require reasonable indemnity
against such expense or liability as a condition to taking any such action. The reasonable expense of every such investigation
shall be paid by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, if a Servicer Termination
Event or Operating Advisor Termination Event shall have occurred and be continuing relating to the Master Servicer, the Special
Servicer or the Operating Advisor, respectively and if such investigation results from such Servicer Termination Event or Operating
Advisor Termination Event, and otherwise by the Certificateholders requesting the investigation;


 


(vi)        
Each of the Trustee and the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents, Affiliates or attorneys but shall not be relieved of its obligations hereunder;


 


(vii)       
For purposes of this Agreement, the Trustee or the Certificate Administrator, as applicable, shall have notice of an event only
when a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has received written notice or obtains
actual knowledge of such event;


 


(viii)      
Except as otherwise expressly set forth in this Agreement, Computershare Trust Company, National Association acting in any particular
capacity hereunder will not be deemed to be imputed with knowledge of (a) Computershare Trust Company, National Association, acting
in a capacity that is unrelated to the transactions contemplated by this Agreement, or (b) Computershare Trust Company, National
Association, acting in any other capacity hereunder, except, in the case of either clause (a) or clause (b), where some or all
of the obligations performed in such capacities are performed by one or more employees within the same group or division of Computershare
Trust Company, National Association, or where the groups or divisions responsible for performing the obligations in such capacities
have one or more of the same Responsible Officers; and


 


(ix)         
Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law.


 


(b)         Following the Startup Day, neither the Trustee nor the Certificate Administrator shall, except as expressly required by any provision
of this Agreement, accept any contribution of assets to the Trust Fund unless the Trustee or the Certificate Administrator, as
applicable, shall have received an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person requesting
such contribution) to the effect that the inclusion of such assets in the Trust Fund will not cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust, at any time that any Certificates are outstanding
or subject a Trust REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law
or ordinances.


 






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(c)        
All rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate Administrator,
as applicable, may be enforced by it without the possession of any of the Certificates, or the production thereof at the trial
or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its
name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.


 


Neither
the Trustee nor the Certificate Administrator shall have any duty to conduct any affirmative investigation as to the occurrence
of any condition requiring the repurchase of any Mortgage Loan by the Depositor pursuant to this Agreement or the eligibility
of any Mortgage Loan for purposes of this Agreement.


 


(d)         Neither the Trustee nor the Certificate Administrator shall be responsible for delays or failures in performance resulting from
acts beyond its control (such acts to include but are not limited to acts of God, strikes, lockouts, riots and acts of war).


 


(e)    
    Each of the Custodian, the Rule 17g-5 Information Provider, Authenticating Agent, Paying Agent and
Certificate Registrar shall be entitled to the same rights, indemnities, immunities, benefits (other than compensation),
privileges and protections afforded to the Certificate Administrator hereunder in the same manner as if such party were the
named Certificate Administrator herein mutatis mutandis.


 


(f)      
  Notwithstanding anything to the contrary herein, any and all e-mail communications (both text and attachments) by or
from the Trustee or the Certificate Administrator that the Trustee or the Certificate Administrator, as applicable, deems to
contain confidential, proprietary, and/or sensitive information may be encrypted. The recipient (the “E-mail
Recipient”) of the encrypted e-mail communication will be required to complete a registration process. Instructions
on how to register and/or retrieve an encrypted message will be included in the first secure e-mail sent by the Trustee or
the Certificate Administrator, as applicable, to the E-mail Recipient.


 


(g)         No provision of this Agreement or any Loan Document shall be deemed to impose any duty or obligation on the Trustee or the Certificate
Administrator to take or omit to take any action, or suffer any action to be taken or omitted, in the performance of its duties
or obligations under the Loan Documents, or to exercise any right or power thereunder, to the extent that taking or omitting to
take such action or suffering such action to be taken or omitted would violate applicable law binding upon it (which determination
may be based on Opinion of Counsel).


 


(h)         In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including, without limitation, those relating to the funding of terrorist activities and money laundering including Section 326
of the USA PATRIOT Act (for purposes of this clause (h), “Applicable Law”), each of the Trustee and the
Certificate Administrator is required to obtain, verify, record and update certain information relating to individuals and entities
that maintain a business relationship with the Trustee or the Certificate Administrator, as applicable. Accordingly, each of the
parties hereto agrees to provide to the Trustee or the Certificate Administrator,


 






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as applicable, upon its request from time to
time, such identifying information and documentation as may be available for such party in order to enable the Trustee or the
Certificate Administrator, as applicable, to comply with Applicable Law.


 


Section 8.03       
Neither the Trustee Nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans. The recitals contained
herein and in the Certificates (other than the signature and authentication of the Certificate Administrator on the Certificates)
shall not be taken as the statements of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer
or the Operating Advisor, and the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating
Advisor assume no responsibility for their correctness. The Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer and the Operating Advisor make no representations or warranties as to the validity or sufficiency of this Agreement,
of the Certificates or any prospectus used to offer the Certificates for sale or the validity, enforceability or sufficiency of
any Mortgage Loan or related document. Neither the Trustee nor the Certificate Administrator shall at any time have any responsibility
or liability for or with respect to the legality, validity and enforceability of any Mortgage, any Mortgage Loan, or the perfection
and priority of any Mortgage or the maintenance of any such perfection and priority, or for or with respect to the sufficiency
of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders under this Agreement. Without
limiting the foregoing, neither the Trustee nor the Certificate Administrator shall be liable or responsible for: the existence,
condition and ownership of any Mortgaged Property; the existence of any hazard or other insurance thereon (other than if the Trustee
shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement,
in the Trustee’s capacity as Master Servicer or Special Servicer) or the enforceability thereof; the existence of any
Mortgage Loan or the contents of the related Mortgage File on any computer or other record thereof (other than if the Trustee
shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement,
in the Trustee’s capacity as Master Servicer or Special Servicer); the validity of the assignment of any Mortgage Loan to
the Trust Fund or of any intervening assignment; the completeness of any Mortgage File (except for its review thereof pursuant
to Section 2.02); the performance or enforcement of any Mortgage Loan (other than if the Trustee shall assume the
duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s
capacity as Master Servicer or Special Servicer); the compliance by the Depositor, the Master Servicer, the Special Servicer or
the Operating Advisor with any warranty or representation made under this Agreement or in any related document or the accuracy
of any such warranty or representation prior to the Trustee’s receipt of notice or other discovery of any non-compliance
therewith or any breach thereof; any investment of moneys by or at the direction of the Master Servicer or any loss resulting
therefrom (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02
of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer), it being understood that the Trustee
shall remain responsible for any Trust Fund property that it may hold in its individual capacity; the acts or omissions of any
of the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor (other than if the Trustee shall assume the
duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s
capacity as Master Servicer or Special Servicer) or any Sub-Servicer or any Mortgagor; any action of the Master Servicer,
the Special Servicer or the Operating Advisor (other than if the Trustee shall assume the duties of the Master Servicer or the
Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or
Special Servicer) or any Sub-Servicer taken in the name of the


 






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Trustee except to the extent such action is taken at the express
written direction of the Trustee; the failure of the Master Servicer or the Special Servicer or any Sub-Servicer to act or perform
any duties required of it on behalf of the Trust Fund or the Trustee as applicable hereunder; or any action by or omission of
the Trustee taken at the instruction of the Master Servicer or the Special Servicer (other than if the Trustee shall assume the
duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s
capacity as Master Servicer or Special Servicer) unless the taking of such action is not permitted by the express terms of
this Agreement; provided, however, that the foregoing shall not relieve the Trustee or the Certificate Administrator,
as applicable, of its obligation to perform its duties as specifically set forth in this Agreement. Neither the Trustee nor the
Certificate Administrator shall be accountable for the use or application by the Depositor of any of the Certificates or the Combined
Uncertificated VRR Interest issued to it or of the proceeds of the sale of such Certificates or the Combined Uncertificated VRR
Interest, or for the use or application of any funds paid to the Depositor, the Master Servicer or the Special Servicer in respect
of the Mortgage Loans or deposited in or withdrawn from the Collection Account, the Distribution Account, the Lock Box Account,
the Escrow Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest Distribution
Account or any other account maintained by or on behalf of the Master Servicer or the Special Servicer, other than any funds held
by the Trustee or the Certificate Administrator, as applicable. Neither the Trustee nor the Certificate Administrator shall have
responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or
maintain the perfection of any security interest or lien granted to it hereunder (unless in the case of the Trustee, the Trustee
shall have become the successor Master Servicer) or to record this Agreement. In making any calculation hereunder which includes
as a component thereof the payment or distribution of interest for a stated period at a stated rate “to the extent permitted
by applicable law,” the Trustee or the Certificate Administrator, as applicable, shall assume that such payment is so permitted
unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge, or receives
an Opinion of Counsel (at the expense of the Person asserting the impermissibility) to the effect that such payment is not permitted
by applicable law.


 


Section 8.04       
Trustee and Certificate Administrator May Own Certificates. The Trustee, the Certificate Administrator and any agent
of the Trustee or the Certificate Administrator, each, in its individual capacity or any other capacity, may become the owner
or pledgee of Certificates, and may deal with the Depositor and the Master Servicer in banking transactions, with the same rights
it would have if it were not Trustee, the Certificate Administrator or such agent, as the case may be.


 


Section 8.05       
Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification.


 


(a)       
As compensation for the performance of its duties hereunder, the Trustee shall be paid its portion of the Trustee/Certificate
Administrator Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. As compensation for
the performance of its duties hereunder, the Certificate Administrator shall be paid its portion of the Trustee/Certificate Administrator
Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Certificate
Administrator shall pay the Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. The Trustee/Certificate
Administrator Fee shall be paid monthly on a


 






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Mortgage Loan-by- Mortgage Loan basis. The Trustee/Certificate Administrator Fee
(which in each case shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall
constitute the Trustee’s and the Certificate Administrator’s sole form of compensation for all services rendered by
each of them in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties
of the Trustee or the Certificate Administrator, as applicable, hereunder. No Trustee/Certificate Administrator Fee shall be payable
with respect to any Companion Loan (other than a Trust Subordinate Companion Loan). Any Trustee/Certificate Administrator Fee
payable with respect to the Mortgage Loans shall be payable solely from collections with respect to the Mortgage Loans, and any
Trustee/Certificate Administrator Fee with respect to a Trust Subordinate Companion Loan shall be payable solely from collections
with respect to the applicable Trust Subordinate Companion Loan. In the event that the Trustee assumes the servicing responsibilities
of the Master Servicer or the Special Servicer hereunder pursuant to or otherwise arising from the resignation or removal of the
Master Servicer or the Special Servicer, the Trustee shall be entitled to the compensation to which the Master Servicer or the
Special Servicer, as the case may be, would have been entitled.


 


(b)         Each of the Trustee and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for all reasonable
expenses, disbursements and, except for Advances otherwise reimbursable hereunder, advances incurred or made by the Trustee or
the Certificate Administrator, as applicable, pursuant to and in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ)
to the extent such payments are “unanticipated expenses” as described in clause (d) below, except any such
expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct; provided, however,
that, subject to Section 8.01 and Section 8.02 of this Agreement, neither the Trustee nor the Certificate
Administrator shall refuse to perform any of its duties hereunder solely as a result of the failure to be paid the Trustee/Certificate
Administrator Fee or the Trustee’s expenses or the Certificate Administrator’s expenses, as applicable.


 


The
Master Servicer and the Special Servicer covenant and agree to pay or reimburse the Trustee for the reasonable out-of-pocket expenses
incurred or made by the Trustee in connection with any transfer of the servicing responsibilities of the Master Servicer or the
Special Servicer, respectively, hereunder, pursuant to or otherwise arising from the resignation or removal of the Master Servicer
or the Special Servicer, in accordance with any of the provisions of this Agreement (and including the reasonable fees and expenses
and disbursements of its counsel and all other persons not regularly in its employ), except any such expenses as may arise from
the negligence or bad faith of the Trustee.


 


(c)      
  Each of the Paying Agent, the Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the
Custodian, the Trustee, the Depositor, the Master Servicer and the Special Servicer (each, an “Indemnifying
Party”) shall indemnify the Trustee, the Paying Agent, the Authenticating Agent, the Certificate
Administrator, the Certificate Registrar, the Custodian and their respective Affiliates and each of the directors, officers,
employees and agents of the Paying Agent, the Authenticating Agent, the Trustee,


 






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the Certificate Administrator, the
Certificate Registrar, the Custodian and their respective Affiliates (each, an “Indemnified Party”) for,
and hold each of them harmless against, any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Party may
sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel
incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or
between the Indemnified Party and any third party or otherwise) resulting from each such Indemnifying Party’s
respective willful misconduct, bad faith, fraud and/or negligence in the performance of each of its respective obligations or
duties hereunder or by reason of negligent disregard of its respective obligations and duties hereunder. Each of the Paying
Agent, the Authenticating Agent, the Trustee, the Certificate Registrar, the Custodian and the Certificate Administrator
shall indemnify each of the Master Servicer and the Special Servicer and its Affiliates and each of the directors, officers,
employees and agents of each of the Master Servicer and the Special Servicer and its Affiliates (each, a “Servicer
Indemnified Party”) for, and hold each of them harmless against, any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses
that the Servicer Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable
fees and disbursements of counsel incurred by the Servicer Indemnified Party in any action or proceeding between the Trustee,
the Paying Agent, the Authenticating Agent, the Certificate Registrar, the Custodian or the Certificate Administrator, as
applicable, and the Servicer Indemnified Party or between the Servicer Indemnified Party and any third party or otherwise)
related to the Trustee’s, the Authenticating Agent’s, the Paying Agent’s, the Certificate
Registrar’s, the Custodian’s or the Certificate Administrator’s respective willful misconduct, bad faith,
fraud and/or negligence in the performance of each of its respective duties hereunder or by reason of negligent disregard of
its respective obligations and duties hereunder. Each of the Authenticating Agent, the Paying Agent, the
Certificate Registrar, the Custodian, the Certificate Administrator and the Trustee shall indemnify the Depositor, each
Sponsor, any employee, director or officer of the Depositor or any Sponsor, and the Trust Fund (each an “Other
Indemnified Party”) for, and hold each of them harmless against, any loss, liability or reasonable expense
(including, without limitation, reasonable attorneys’ fees and expenses incurred by the Other Indemnified Party in any
action or proceeding between the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian, the
Certificate Administrator or the Trustee, as applicable, and the Other Indemnified Party or between the Other Indemnified
Party and any third party or otherwise) incurred by such parties (i) as a result of any willful misconduct, bad faith,
fraud or negligence in the performance of the obligations or duties of the Authenticating Agent, the Paying Agent, the
Certificate Registrar, the Custodian, the Certificate Administrator or the Trustee, as the case may be, or by reason of
negligent disregard of the Authenticating Agent, the Paying Agent’s, the Certificate Registrar’s, the
Custodian’s, the Certificate Administrator’s or the Trustee’s, as the case may be, obligations or duties
hereunder, or (ii) as a result of the breach by the Authenticating Agent, the Paying Agent, the Certificate
Registrar, the Custodian, the Certificate Administrator or the Trustee, as the case may be, of any of its representations or
warranties contained herein, or (iii) as a result of or relating to a violation of the Exchange Act or Regulation RR if such
violation, in whole or in part,


 






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results from or arises out of a breach by the Authenticating Agent, the Paying Agent, the
Certificate Registrar or the Certificate Administrator, as the case may be, of any of its obligations under Section 5.02(f)
and Section 5.03(i) of this Agreement.


 


(d)         The Trust Fund shall indemnify each Indemnified Party from, and hold it harmless against, any and all claims, losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and
expenses that the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees
and disbursements of counsel and of all persons not regularly in its employ incurred by the Indemnified Party in any action or
proceeding between the Trust Fund and the Indemnified Party or between the Indemnified Party and any third party or otherwise) arising
in respect of this Agreement, the Certificates or the Combined Uncertificated VRR Interest, in each case to the extent and only
to the extent, such payments are expressly reimbursable under this Agreement, or are unanticipated expenses (as defined below),
other than (i) those resulting from the negligence, fraud, bad faith or willful misconduct, or negligent disregard of obligations
and duties hereunder, of the Indemnified Party and (ii) except to the extent such amounts are not paid pursuant to this Section 8.05,
those as to which such Indemnified Party is entitled to indemnification pursuant to Section 8.05(c). The term “unanticipated
expenses” shall include any fees, expenses and disbursements of the Trustee or the Certificate Administrator or any separate
trustee or co-trustee or certificate administrator appointed hereunder, only to the extent such fees, expenses and disbursements
were not reasonably anticipated as of the Closing Date, and the losses, liabilities, damages, claims or incremental expenses (including
reasonable attorneys’ fees) incurred or, except in the case of an Advance otherwise reimbursable hereunder, advanced
by an Indemnified Party in connection with (i) a default under any Mortgage Loan and (ii) any litigation arising out
of this Agreement, including, without limitation, under Section 2.03, Section 3.10, the third paragraph of
Section 3.11, Section 4.05 and Section 7.01 of this Agreement. The right of reimbursement
of the Indemnified Parties under this Section 8.05(d) shall be senior to the rights of all Certificateholders
and all Uncertificated VRR Interest Owner.


 


(e)       
 Notwithstanding anything herein to the contrary, this Section 8.05 shall survive the termination or maturity of this
Agreement or the resignation or removal of the Trustee or the Certificate Administrator, as applicable, as regards rights accrued
prior to such resignation or removal and (with respect to any acts or omissions during their respective tenures) the resignation,
removal or termination of the Master Servicer, the Special Servicer, the Paying Agent, the Authenticating Agent, the Certificate
Registrar or the Custodian.


 


(f)       
 This Section 8.05 shall be expressly construed to include, but not be limited to, such indemnities, compensation,
expenses, disbursements, advances, losses, liabilities, damages and the like, as may pertain or relate to any environmental law
or environmental matter.


 


Section 8.06       
Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate Administrator
hereunder shall at all times be a corporation or association organized and doing business under the laws of any state or the


 






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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 the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than an Underwriter
and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02, the
Master Servicer). The Trustee is required to maintain (A) a rating on its unsecured long term-debt of at least “BBB”
by S&P, (B) a rating on its unsecured long term-debt of at least “A” by Fitch or a rating on its short-term
debt of at least “F1” by Fitch and (C) a rating on its unsecured long-term debt of at least “BBB-” by
KBRA (or, if not rated by KBRA, then at least an equivalent rating by two other NRSROs which may include S&P and Fitch) and
(D) a rating on its unsecured long-term debt of at least “A” by DBRS Morningstar (or, if not rated by DBRS Morningstar,
then at least an equivalent rating by any two other NRSROs) or, in the case of any Rating Agency’s rating requirement set
forth in this sentence, such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation).
In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the
Investment Company Act. The Certificate Administrator is required to maintain a rating on its unsecured long-term debt of at least
“BBB” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating by any two other NRSROs), except
that Computershare Trust Company, National Association, acting in the capacity of Certificate Administrator, will be deemed to
have satisfied the requirement set forth in this sentence for so long as it has a long term credit rating of at least BBB by at
least one NRSRO (or such other rating with respect to which DBRS Morningstar has provided a Rating Agency Confirmation). If a
corporation or association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for purposes of this Section the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In the
event that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust
Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of a Trust REMIC (other than a tax
corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate Administrator, as applicable, shall
elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such
tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, or (iii) administer the Trust
Fund from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator
shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator, as
applicable, shall resign immediately in the manner and with the effect specified in Section 8.07.


 


Section 8.07       
Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator
may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the other such party,
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificateholders,
the Combined Uncertificated VRR Interest Owner, the Serviced Companion Loan Holders and, for posting to the Rule 17g-5 Information
Provider’s Website pursuant to Section 12.12 of this Agreement, the Rule 17g-5 Information Provider. Upon
such notice of resignation, the Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as
applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the resigning Trustee or Certificate
Administrator,


 






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as applicable, and the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or
Certificate Administrator, as applicable, shall have been so appointed and have accepted appointment within 90 days after
the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any
court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, and such
petition will be an expense of the Trust Fund. Except as set forth in the immediately preceding sentence, 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 (including, but not limited to, the costs of assigning Mortgage Loans by reason of change
in Trustee).


 


If
at any time either the Trustee or the Certificate Administrator is required to resign in accordance with the provisions of Section
3.34 and shall fail to resign after written request therefor by the Depositor or Master Servicer, or shall cease to be eligible
in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor
or Master Servicer, or if at any time either the Trustee or the Certificate Administrator shall become incapable of acting, or
shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator, as applicable, or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator,
as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor
may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate
Administrator, as applicable, by written instrument, which shall be delivered to the Trustee or the Certificate Administrator,
as applicable, so removed and to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates
entitled to more than 50% of the Voting Rights allocated to all of the Certificates may at any time, with prior written notice,
remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable,
by written instrument or instruments, in five originals, signed by such Holders or their attorneys-in-fact duly authorized, one
complete set of which instruments shall be delivered to the Depositor, one complete set to the Master Servicer, one complete set
to the Trustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator
(in connection with the removal of the Trustee), one complete set to the Trustee or Certificate Administrator, as applicable,
so removed and one complete set to the successor Trustee or Certificate Administrator, as applicable, so appointed, and a copy
thereof shall be delivered to the Serviced Companion Loan Holders.


 


In
the event that the Trustee or the Certificate Administrator is terminated or removed pursuant to this Section 8.07,
all of its rights and obligations under this Agreement and in and to the Mortgage Loans or Serviced Loan Combinations shall be
terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the
right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to
it under this Agreement, with respect to periods prior to the date of such termination or removal, and no termination without
cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator, as applicable). The
Trustee or the Certificate Administrator, as applicable, will bear all reasonable out-of-pocket costs and expenses of each other
party hereto and each Rating Agency in connection with its termination or removal; provided that if the Trustee or the
Certificate Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50%
of the Voting Rights allocated to


 






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all of the Certificates as provided in the immediately preceding paragraph, then such Holders
will be required to pay all the reasonable costs and expenses of the Trustee or the Certificate Administrator, as applicable,
necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its
possession) of the Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator.


 


Any
resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator,
as applicable, 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 successor Certificate Administrator, as applicable, as provided in Section 8.08
and (ii) the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment
as contemplated by the fifth paragraph of Section 10.07.


 


Upon
the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph
of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent
such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Trust Loan, is endorsed
(without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered
holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1, and the Uncertificated
Interest Owners or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection
with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the
documents delivered to it or the Custodian with respect to each Trust Loan, and certify in writing that, as to each Trust Loan
then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the
documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already
in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B)
of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or
the Special Servicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the consent
of the Controlling Class Representative, and during the continuance of a Control Termination Event but prior to the occurrence
and continuance of a Consultation Termination Event, after consultation with the Controlling Class Representative).


 


Section 8.08       
Successor Trustee or Successor Certificate Administrator.


 


(a)       
Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute,
acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate
Administrator, as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation
or removal of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee
or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or
Certificate Administrator, as applicable, herein, provided that a Rating Agency Confirmation shall be obtained from each
Rating Agency with respect to the appointment of such successor


 






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Trustee or Certificate Administrator. In connection with the appointment
of a successor Certificate Administrator, the predecessor Certificate Administrator (or a Custodian appointed by it) shall deliver
to the successor Certificate Administrator all Mortgage Files and related documents and statements held by it hereunder. The Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee or Certificate Administrator, as
applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, all such rights, powers,
duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08
unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible
under the provisions of Section 8.06. In no event may the Operating Advisor, the Asset Representations Reviewer or
any of their Affiliates be appointed as successor Trustee or successor Certificate Administrator.


 


Upon
acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08,
the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all
Holders of Certificates at their addresses as shown in the Certificate Register, to the Combined Uncertificated VRR Interest Owner
and to the Companion Loan Holders. If the Depositor fails to mail such notice within 10 days after acceptance of appointment
by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall
cause such notice to be mailed at the expense of the Depositor.


 


(b)        
Any successor Trustee or Certificate Administrator appointed pursuant to this Agreement shall satisfy the eligibility
requirements set forth in Section 8.06 hereof.


 


Section 8.09       
Merger or Consolidation of the Trustee or the Certificate Administrator. Any entity into which the Trustee or the Certificate
Administrator may be merged or converted, or with which the Trustee or the Certificate Administrator, as applicable, may be consolidated,
or any entity resulting from any merger, conversion or consolidation to which the Trustee or the Certificate Administrator, as
applicable, shall be a party, or any entity succeeding to the corporate trust business of the Trustee or the Certificate Administrator,
as applicable, shall be the successor of the Trustee or the Certificate Administrator, as applicable, hereunder, provided such
entity 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.


 


Section 8.10       
Appointment of Co-Trustee or Separate Trustee. 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, the assets thereof or any property
securing the same may at the time be located, the Depositor and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons to act (at the expense of (i) the Trustee, if the need to appoint
such co-trustee(s) arises from any change in or matter relating to the identity, organization, status, power, conflicts, internal
policy or other development or matter with respect to the Trustee, and/or (ii) the Trust Fund, if the need to appoint such
co-trustee(s) arises from a change in applicable law or the identity, status or power of the Trust


 






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Fund; provided, however,
that in the event the need to appoint such co-trustee(s) arises from a combination of the events described in clause (i)
and clause (ii), the expense shall be split evenly between the Trustee and the Trust Fund; and provided, further,
that in the event the need to appoint such co-trustee(s) arises from none of the events described in clause (i) and clause (ii),
such appointment shall be at the expense of the Trust Fund) 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 Fund, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers,
duties, obligations, rights and trusts as the Depositor and the Trustee may consider necessary or desirable. If the Depositor
shall not be in existence or shall not have joined in such appointment within 15 days after the receipt by it of a request
so to do, or in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power
to make such appointment. Except as required by applicable law, the appointment of a co-trustee or separate trustee shall not
relieve the Trustee of its responsibilities, obligations and liabilities hereunder. 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 or the Combined Uncertificated VRR Interest Owner of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.


 


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 (it being understood that such separate trustee or co-trustee is not
authorized to act separately without the Trustee joining in such act), 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 hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations
(including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee solely at the direction of the Trustee.


 


The
Depositor and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee,
or if the separate trustee or co-trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of
or remove any separate trustee or co-trustee.


 


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. Every such instrument shall be filed with the Trustee.
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. In no event shall any such separate trustee or co-trustee
be entitled to any provision relating to the conduct of, affecting the liability of, or affording protection to, such separate
trustee or co-trustee that imposes a standard of conduct


 






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less stringent than that imposed on the Trustee hereunder, affording
greater protection than that afforded to the Trustee hereunder or providing a greater limit on liability than that provided to
the Trustee hereunder.


 


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.


 


Section 8.11       
Access to Certain Information.


 


(a)        
The Trustee, the Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating Advisor
and the related Directing Holder) access to any documentation (other than any Privileged Information) regarding the Mortgage Loans
or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without
charge but only upon reasonable prior written request and during normal business hours at the offices of the Trustee, the Certificate
Administrator or the Custodian, as applicable.


 


(b)         The Certificate Administrator shall maintain at its offices (or, in the case of the Mortgage Files, the Certificate Administrator
shall maintain or cause to be maintained at its offices or the offices of a Custodian appointed by it) (and, upon reasonable prior
written request and during normal business hours, shall make available or cause to be made available) for review by any Privileged
Person originals and/or copies of the following items (to the extent such items were prepared by or delivered to the Certificate
Administrator (or a Custodian appointed by it)):


 


(i)           
the Prospectus;


 


(ii)           this Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage
Loan Purchase Agreements and any amendments and exhibits hereto or thereto;


 


(iii)         
all Certificate Administrator reports made available to holders of each relevant Class of Certificates since the Closing
Date;


 


(iv)         
all Distribution Date Statements and all CREFC® reports actually delivered or otherwise made available to Certificateholders
pursuant to Section 4.02 of this Agreement since the Closing Date;


 


(v)           the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s
Certificates delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date
pursuant to Section 10.10 of this Agreement;


 






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(vi)         
the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the Special
Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;


 


(vii)       
 the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and
delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 3.18 of this
Agreement;


 


(viii)        any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which
the environmental testing contemplated by Section 3.10(e) of this Agreement revealed that neither of the conditions
set forth in clauses (i) and (ii) thereof was satisfied;


 


(ix)         
the Mortgage Files, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the Serviced
Loan Combinations) entered into or consented to by the Master Servicer, the Special Servicer, any Outside Servicer or any Outside
Special Servicer and delivered to the Certificate Administrator (or a Custodian appointed by it) pursuant to Section 3.24
of this Agreement;


 


(x)           the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b)
of this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master
Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together
with the other information specified in Section 4.02(b) of this Agreement;


 


(xi)         
any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or
the Master Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;


 


(xii)       
 notice of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Trustee, any Outside Servicer, any Outside Special Servicer or any Outside Trustee
(and appointments of successors thereto);


 


(xiii)        all Special Notices;


 


(xiv)        any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator in electronic format; and


 


(xv)       
 any other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A;


 


provided
that any such Privileged Person that is a Certificateholder or Certificate Owner shall have delivered to the Certificate Administrator
an appropriate Investor Certification; and provided,


 



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further, that in no event shall an Excluded Controlling Class Holder
be entitled to Excluded Information with respect to an Excluded Controlling Class Mortgage Loan with respect to which it
is a Borrower Party.


 


Subject
to the two (2) provisos to the previous sentence, the Certificate Administrator shall provide, or cause to be provided, copies
of any and all of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence.


 


The
Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this
Agreement.


 


Article
IX



TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE


 


Section 9.01       
Termination; Optional Trust Loan Purchase.


 


(a)       
 The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee created hereby with respect to the Certificates,
the Uncertificated Interests, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments
and to send certain notices to Certificateholders and the Uncertificated Interest Owners as hereinafter set forth and to make
any required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain
tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the
Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Trust Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to subsection (c), (ii) the
exchange by the Remaining Certificateholder of its Certificates and the Uncertificated Interests for all the Trust Loans and REO
Properties (or interests therein) then included in the Trust Fund pursuant to subsection (h) and (iii) the final
payment or other liquidation (or any advance with respect thereto) of the last Trust Loan or REO Property (or interest therein)
contained in the Trust Fund; provided, however, that in no event shall the trust created hereby continue beyond
the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the United Kingdom, living on the date hereof. All such payments as contemplated by the preceding paragraph
shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable, promptly following receipt
thereof.


 


(b)         In connection with a termination contemplated by Section 9.01(a) of this Agreement, the Trust REMICs outstanding shall
be terminated and the assets of the Lower-Tier REMIC, the 360 Rosemary REMIC and the 111 River Street REMIC shall be sold or otherwise
disposed of in connection therewith, pursuant to a “plan of complete liquidation” within the meaning of Code Section 860F(a)(4)(A) providing
for the actions contemplated by the provisions hereof pursuant to which the applicable Notice of Termination is given and requiring
that the assets of the Lower-Tier REMIC, the 360


 



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Rosemary REMIC and the 111 River Street REMIC shall be sold for cash and that
each such Trust REMIC shall terminate on a Distribution Date occurring not more than 90 days following the date of adoption
of the plan of complete liquidation. For purposes of this Section 9.01(b), the Notice of Termination given pursuant
to Section 9.01(c) shall constitute the adoption of the plan of complete liquidation as of the date such notice
is given, which date shall be specified by the Certificate Administrator in the final federal income tax returns of each Trust
REMIC. Notwithstanding the termination of the Trust REMICs, or the Trust Fund, the Certificate Administrator shall be responsible
for filing the final Tax Returns for the Trust REMICs and for the Grantor Trust for the period ending with such termination, and
shall maintain books and records with respect to the Trust REMICs and the Grantor Trust for the period for which it maintains
its own tax returns or other reasonable period.


 


(c)       
 The Holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may
(or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer
or, if none of such Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing
greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than
30 days’ prior notice given to the parties (or, if applicable, the other parties) to this Agreement (whereupon the
Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying
the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Trust Loans (and in the case of
any such Trust Loan that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan
Holder(s) provided for in the related Co-Lender Agreement) then included in the Trust Fund, and all property acquired by or on
behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced
Mortgage Loan) in respect of any Trust Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the
sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless
the Master Servicer is the purchaser of such Trust Loans), the Special Servicer (unless the Special Servicer is the purchaser
of such Trust Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable
to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any
Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling
Class Representative and each Certifying Certificateholder and the Uncertificated Interest Owners, or, in the case of a termination
by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative
and each Certifying Certificateholder and the Uncertificated Interest Owners) of its intention to do so in writing at least 30 days
prior to the Anticipated


 



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 Termination Date. All costs and expenses incurred by any and all parties to this Agreement or by the
Trust Fund in connection with the purchase of the Trust Loans and other assets of the Trust Fund pursuant to this Section 9.01(c) shall
be borne by the party exercising its purchase rights hereunder. The Certificate Administrator shall be entitled to rely conclusively
on any determination made by an Appraiser pursuant to this subsection (c).


 


(d)         If the Trust Fund has not been previously terminated pursuant to subsection (c) or subsection (h) of this Section 9.01,
the Certificate Administrator shall determine as soon as practicable the Distribution Date on which the Certificate Administrator
reasonably anticipates, based on information with respect to the Mortgage Loans previously provided to it, that the final distribution
will be made (i) to the Holders of outstanding Regular Certificates and the Uncertificated Interest Owners, and to the Certificate
Administrator in respect of the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests and the 111 River Street Regular
Interests, notwithstanding that such distribution may be insufficient to distribute in full an amount equal to the remaining Certificate
Balance, Uncertificated Interest Balance, Lower-Tier Principal Balance, 360 Rosemary Principal Balance and 111 River Street Principal
Balance, as applicable, of each such Class of Certificates, Uncertificated Interests, and each such Lower-Tier Regular Interests,
360 Rosemary Regular Interests and 111 River Street Regular Interests, together with amounts required to be distributed on such
Distribution Date pursuant to Section 4.01 of this Agreement (or, if the Regular Certificates and the Uncertificated
Interests are no longer outstanding, to the Holders of the Class R Certificates) and (ii) to the Holders of the Grantor Trust
Certificates and the Uncertificated Interest Owners, of any amount remaining in the Collection Account, the Lower-Tier REMIC Distribution
Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account and/or the Excess Liquidation Proceeds
Reserve Account, as applicable, in any case, following the later to occur of (a) the receipt or collection of the last payment
due on any Trust Loan included in the Trust Fund or (b) the liquidation or disposition pursuant to Section 3.17
of this Agreement of the last asset held by the Trust Fund.


 


(e)       
 Notice of any termination of the Trust Fund pursuant to this Section 9.01 shall be mailed by the Certificate Administrator
to affected Certificateholders and the Uncertificated Interest Owners at their addresses shown in the Certificate Register (with
a copy to the Master Servicer, the Special Servicer and, for posting to the Rule 17g-5 Information Provider’s Website
pursuant to Section 12.12 of this Agreement, the Rule 17g-5 Information Provider) as soon as practicable after
the Certificate Administrator shall have received, given or been deemed to have received a Notice of Termination but in any event
not more than thirty days, and not less than ten days, prior to the Anticipated Termination Date. The notice mailed
by the Certificate Administrator to affected Certificateholders and the Uncertificated Interest Owners shall:


 


(i)        
   specify the Anticipated Termination Date on which the final distribution is anticipated to be made to Holders of Certificates
of the Classes specified therein and the Uncertificated Interest Owners;


 


(ii)           specify the amount of any such final distribution, if known; and


 






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(iii)          state that the final distribution to Certificateholders will be made only upon presentation and surrender of Certificates at the
office of the Paying Agent therein specified and to any Uncertificated Interest Owner only upon delivery of a written instrument
surrendering the related Uncertificated Interest and acknowledging that such distribution is the final distribution.


 


If
the Trust Fund is not terminated on any Anticipated Termination Date for any reason, the Certificate Administrator shall promptly
mail notice thereof to each affected Certificateholder and each affected Uncertificated Interest Owner.


 


(f)       
  Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates
or the failure of any Uncertificated Interest Owners to surrender their Uncertificated Interests shall be set aside and held in
trust for the account of the appropriate non-tendering Certificateholders or the non-surrendering Uncertificated Interest Owners,
whereupon the Trust Fund shall terminate. If any Certificates or Uncertificated Interests as to which notice of the Termination
Date has been given pursuant to this Section 9.01 shall not have been surrendered for cancellation within six months after
the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining Certificateholders
or Uncertificated Interest Owners, as applicable, at their last addresses shown in the Certificate Register, to surrender their
Certificates or Uncertificated Interests, as applicable, for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate or Uncertificated Interest shall
not have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate
steps to contact the remaining Certificateholders or Uncertificated Interest Owners, as applicable, concerning surrender of their
Certificates or Uncertificated Interests, as applicable. The costs and expenses of maintaining such funds and of contacting Certificateholders
or Uncertificated Interest Owners shall be paid out of the assets which remain held. Subject to applicable state law with respect
to escheatment of funds, if within two years after the second notice any Certificates or Uncertificated Interest shall not have
been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders all amounts distributable
to the Holders thereof or the Uncertificated Interest Owners, as applicable. No interest shall accrue or be payable to any Certificateholder
or Uncertificated Interest Owner on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s)
or such Uncertificated Interest Owner’s failure to surrender its Uncertificated Interest, as applicable, for final payment
thereof in accordance with this Section 9.01.


 


(g)         For purposes of this Section 9.01, the Remaining Certificateholder shall have the first option to terminate the Trust
Fund pursuant to subsection (h), and then the Holders of the Controlling Class representing more than 50% of the Certificate
Balance of the Controlling Class, and then the Special Servicer, and then the Master Servicer, and then the Holders of Class R
Certificates representing more than 50% of the Percentage Interests in such Class, in each of the last four cases, pursuant to
subsection (c).


 


(h)         (i) Following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount and the Class X-D
Notional Amount and the aggregate


 



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Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates are reduced to zero, the
Remaining Certificateholder shall have the right to exchange all of its Certificates (but excluding the Class S and Class R
Certificates) and the Uncertificated Interests for all of the Trust Loans and each REO Property (and including the Trust
Fund’s interest in any REO Property acquired with respect to the Outside Serviced Mortgage Loans and/or the Serviced Loan
Combinations) remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) by giving written
notice to all the parties hereto no later than 60 days prior to the anticipated date of exchange; provided that such
Remaining Certificateholder shall pay the Master Servicer an amount equal to (i) the product of (A) the Prime Rate,
(B) the aggregate Certificate Balance of the then-outstanding Principal Balance Certificates as of the day of the exchange
and (C) three, divided by (ii) 360. In the event that the Remaining Certificateholder elects to exchange all of the
Certificates (other than the Class S and Class R Certificates) and the Uncertificated Interests for all of the
Trust Loans and each REO Property (and including the Trust Fund’s interest in any REO Property acquired with respect to
the Outside Serviced Mortgage Loans and/or the Serviced Loan Combinations) remaining in the Trust Fund in accordance with the
preceding sentence, such Remaining Certificateholder, not later than the Termination Date, 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 Operating Advisor, the Certificate Administrator and the Trustee hereunder through the date of the liquidation of
the Trust Fund that may be withdrawn from the Collection Account or a Distribution Account, but only to the extent that such amounts
are not already on deposit in the Collection Account. Upon confirmation that such final deposits have been made and following
the surrender of all remaining Certificates (other than the Class S and Class R Certificates) and the Uncertificated
Interests by the Remaining Certificateholder on the Termination Date, the Custodian shall, upon receipt of a Request for Release
from the Master Servicer, release or cause to be released to the Remaining 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 Remaining Certificateholder as shall be necessary to effectuate transfer of the Trust Loans and REO Properties (and including
the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Mortgage Loans and/or the Serviced
Loan Combinations) remaining in the Trust Fund, and the Trust Fund shall be liquidated in accordance with this Section 9.01.
Thereafter, the Trust Fund and the respective obligations and responsibilities under this Agreement of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee (other than the making of
certain payments to Certificateholders, the Combined Uncertificated Interest Owners and Serviced Companion Loan Holders, sending
of certain notices, the maintenance of books and records and the preparation and filing of final tax returns), shall terminate.
Such transfers shall be subject to any rights of any Sub-Servicers to service (or to perform select servicing functions with respect
to) the Trust Loans. For federal income tax purposes, the Remaining Certificateholder shall be deemed to have purchased the
assets of the Lower-Tier REMIC, the 360 Rosemary REMIC and the 111 River Street REMIC for an amount equal to the remaining Certificate
Balance of its remaining Certificates (other than the Class S and Class R Certificates) and the principal


 



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 amount of
the Uncertificated VRR Interests, plus accrued and unpaid interest with respect thereto, and the Certificate Administrator shall
credit such amounts against amounts distributed in respect of the Lower-Tier Regular Interests, the 360 Rosemary Regular Interests
and the 111 River Street Regular Interests and such Certificates and the Uncertificated Interests. The remaining Trust Loans and
REO Properties (or the Trust’s interests therein) are deemed distributed to the Remaining Certificateholder in liquidation
of the Trust Fund pursuant to this Section 9.01.


 


(i)        
   Following the date on which (A) the aggregate of the Certificate Balances of the Class 111A, Class 111B, Class 111C
and Class 111D Certificates has been reduced to zero and (B) there is only one Holder (or multiple Holders acting unanimously)
of the 111 River Street Loan-Specific Certificates (the “111 River Street Remaining Certificateholder”), the
111 River Street Remaining Certificateholder shall have the right to exchange all of its 111 River Street Loan-Specific Certificates
for the 111 River Street Trust Subordinate Companion Loan by giving written notice to all the parties hereto no later than 60 days
prior to the anticipated date of exchange; provided that such 111 River Street Remaining Certificateholder shall pay the Master
Servicer an amount equal to (i) the product of (A) the Prime Rate, (B) the aggregate Certificate Balance of the then outstanding
111 River Street Loan-Specific Certificates with a principal balance as of the day of the exchange and (C) three, divided
by (ii) 360. In the event that the 111 River Street Remaining Certificateholder elects to exchange all of the 111 River Street
Loan-Specific Certificates for the 111 River Street Trust Subordinate Companion Loan remaining in the Trust Fund in accordance
with the preceding sentence, such 111 River Street Remaining Certificateholder, not later than the Termination Date, shall deposit
in the Collection Account an amount in immediately available funds equal to all amounts allocable to the 111 River Street Trust
Subordinate Companion Loan or the 111 River Street Loan-Specific Certificates due and owing to the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee hereunder through the date of the liquidation
of the 111 River Street REMIC that may be withdrawn from the Collection Account, but only to the extent that such amounts are
not already on deposit in the Collection Account. Upon confirmation that such final deposits have been made and following the
surrender of all remaining 111 River Street Loan-Specific Certificates by the 111 River Street Remaining Certificateholder on
the designated date for the exchange, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release
or cause to be released to the 111 River Street Remaining Certificateholder or any designee thereof, the Mortgage Note (and, if
the rest of the 111 River Street Loan Combination has been paid off, the entire related Mortgage File) for the 111 River Street
Trust Subordinate Companion Loan and shall execute all assignments, endorsements and other instruments furnished to it by the
111 River Street Remaining Certificateholder as shall be necessary to effectuate transfer of the 111 River Street Trust Subordinate
Companion Loan, and the 111 River Street REMIC shall be liquidated in accordance with this Section 9.01. Thereafter,
the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Certificate Administrator and the 


 



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Trustee (other than the making of certain payments to 111 River Street
Loan-Specific Certificateholders, sending of certain notices, the maintenance of books and records and the preparation and filing
of final tax returns) with respect to the 111 River Street Loan-Specific Certificates, shall terminate. For federal income tax
purposes, the 111 River Street Remaining Certificateholder shall be deemed to have purchased the assets of the 111 River Street
REMIC for an amount equal to the remaining Certificate Balance of its remaining 111 River Street Loan-Specific Certificates, plus
accrued and unpaid interest with respect thereto, and the Certificate Administrator shall credit such amounts against amounts
distributed in respect of the 111 River Street Regular Interests and such 111 River Street Loan-Specific Certificates. The 111
River Street Trust Subordinate Companion Loan and any other assets of the 111 River Street REMIC are deemed distributed to the
111 River Street Remaining Certificateholder in liquidation of the 111 River Street REMIC pursuant to this Section 9.01.


 


(ii)           (A) A Holder of the 360 Rosemary Loan-Specific Certificates owning a majority of the Percentage Interest of the outstanding 360
Rosemary Controlling Class may (or, if such Holder does not, the Special Servicer, or if neither such Holder nor the Special
Servicer do, the Master Servicer, may also) effect an early termination of the 360 Rosemary REMIC, upon not less than 30 days’
prior notice given to the parties (or, if applicable, the other parties) to this Agreement any time on or after any Distribution
Date on which the aggregate Stated Principal Balance of the 360 Rosemary Trust Subordinate Companion Loan is less than 1% of the
Stated Principal Balance of the 360 Rosemary Trust Subordinate Companion Loan as of the Cut-off Date, by purchasing on the designated
date the 360 Rosemary Trust Subordinate Companion Loan and the other assets of the 360 Rosemary REMIC at a purchase price, payable
in cash, equal to (i) the sum of (1) the applicable Purchase Price and (2) the reasonable out of pocket expenses of the Master
Servicer (unless the Master Servicer is the purchaser of the 360 Rosemary Trust Subordinate Companion Loan), the Special Servicer
(unless the Special Servicer is the purchaser of the 360 Rosemary Trust Subordinate Companion Loan), the Trustee and the Certificate
Administrator, as applicable, with respect to such purchase, minus (ii) solely in the case where the Master Servicer or the Special
Servicer is effecting such purchase, the aggregate amount of unreimbursed related Advances, if any, made by the Master Servicer
or Special Servicer, as applicable, together with any interest accrued and payable to the Master Servicer or the Special Servicer,
as applicable, in respect of such Advances and any unpaid related Servicing Fees or Special Servicing Fees, as applicable, remaining
outstanding with respect to the 360 Rosemary Trust Subordinate Companion Loan (which items will be deemed to have been paid or
reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


(B)          
A Holder of 111 River Street Loan-Specific Certificates owning a majority of the Percentage Interest of the outstanding 111 River
Street Controlling Class may (or, if such Holder does not, the Special Servicer, or if neither such Holder nor the Special
Servicer do, the Master Servicer, may also) effect an early termination of the 111 River Street


 



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REMIC, upon not less than 30 days’
prior notice given to the parties (or, if applicable, the other parties) to this Agreement any time on or after any Distribution
Date on which the aggregate Stated Principal Balance of the 111 River Street Trust Subordinate Companion Loan is less than 1%
of the Stated Principal Balance of the 111 River Street Trust Subordinate Companion Loan as of the Cut-off Date, by purchasing
on the designated date the 111 River Street Trust Subordinate Companion Loan and the other assets of the 111 River Street REMIC
at a purchase price, payable in cash, equal to (i) the sum of (1) the applicable Purchase Price and (2) the reasonable out
of pocket expenses of the Master Servicer (unless the Master Servicer is the purchaser of the 111 River Street Trust Subordinate
Companion Loan), the Special Servicer (unless the Special Servicer is the purchaser of the 111 River Street Trust Subordinate
Companion Loan), the Trustee and the Certificate Administrator, as applicable, with respect to such purchase, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
related Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and
payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid related Servicing
Fees or Special Servicing Fees, as applicable, remaining outstanding with respect to the 111 River Street Trust Subordinate Companion
Loan (which items will be deemed to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable,
in connection with such purchase).


 


(C)          
In connection with a termination contemplated by Section 9.01(h)(iii)(A) of this Agreement, the 360 Rosemary REMIC
shall be terminated and the assets of the 360 Rosemary REMIC shall be sold or otherwise disposed of in connection therewith pursuant
to a “plan of complete liquidation” within the meaning of Code Section 860F(a)(4)(A) providing for the actions contemplated
by the provisions hereof pursuant to which the applicable notice of termination is given and requiring that the assets of the
360 Rosemary REMIC shall be sold for cash and that the 360 Rosemary REMIC shall terminate on a Distribution Date occurring not
more than 90 days following the date of adoption of the plan of complete liquidation. For purposes of this Section 9.01(h)(iii)(C),
the notice given pursuant to Section 9.01(h)(iii)(A) shall constitute the adoption of the plan of complete liquidation
as of the date such notice is given, which date shall be specified by the Certificate Administrator in the final federal income
tax return of the 360 Rosemary REMIC. Notwithstanding the termination of the 360 Rosemary REMIC, the Certificate Administrator
shall be responsible for filing the final Tax Returns for the 360 Rosemary REMIC for the period ending with such termination,
and shall maintain books and records with respect to the 360 Rosemary REMIC for the period for which it maintains its own tax
returns or other reasonable period.


 






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(D)          
In connection with a termination contemplated by Section 9.01(h)(iii)(B) of this Agreement, the 111 River Street REMIC
shall be terminated and the assets of the 111 River Street REMIC shall be sold or otherwise disposed of in connection therewith
pursuant to a “plan of complete liquidation” within the meaning of Code Section 860F(a)(4)(A) providing for the actions
contemplated by the provisions hereof pursuant to which the applicable notice of termination is given and requiring that the assets
of the 111 River Street REMIC shall be sold for cash and that the 111 River Street REMIC shall terminate on a Distribution Date
occurring not more than 90 days following the date of adoption of the plan of complete liquidation. For purposes of this Section 9.01(h)(iii)(D),
the notice given pursuant to Section 9.01(h)(iii)(B) shall constitute the adoption of the plan of complete liquidation
as of the date such notice is given, which date shall be specified by the Certificate Administrator in the final federal income
tax return of the 111 River Street REMIC. Notwithstanding the termination of the 111 River Street REMIC, the Certificate Administrator
shall be responsible for filing the final Tax Returns for the 111 River Street REMIC for the period ending with such termination,
and shall maintain books and records with respect to the 111 River Street REMIC for the period for which it maintains its own
tax returns or other reasonable period.


 


(iii)         
Any Person(s) effecting an early termination of the Trust Fund, the 360 Rosemary REMIC or the 111 River Street REMIC as provided
in the prior paragraphs shall first notify the Controlling Class Representative, the 360 Rosemary Controlling Class Representative,
the 111 River Street Controlling Class Representative and each Certifying Certificateholder, or, in the case of a termination
by the Holder of a Class R Certificate, notify the Certificate Administrator (who shall notify the Controlling Class Representative,
the 360 Rosemary Controlling Class Representative, the 111 River Street Controlling Class Representative and each Certifying Certificateholder)
of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred
by any and all parties to this Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans, any Trust
Subordinate Companion Loan(s) and/or other assets of the Trust Fund pursuant to this Section 9.01(c) shall be borne
by the party exercising its purchase rights hereunder. The Certificate Administrator shall be entitled to rely conclusively on
any determination made by an Appraiser pursuant to this subsection(c).


 


Article
X



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 10.01      Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article X of
this Agreement is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and the
related rules and regulations of the Commission. The Depositor shall not, and no Other Depositor may,


 



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exercise its rights to request
delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance
with the Act, the Exchange Act and the Sarbanes-Oxley Act. The parties hereto acknowledge that interpretations of the requirements
of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and agree to comply
with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these
provisions on the basis of such evolving interpretations of Regulation AB. In connection with the BMO 2022-C1 Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2022-C1, and any Serviced Companion Loan Securities, each of the parties
to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange
Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees
or designees), any and all statements, reports, certifications, records and any other information in its possession or reasonably
available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any
Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor, as applicable,
to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee, as applicable,
and any Sub-Servicer, or the servicing of the Mortgage Loans and Serviced Loan Combinations, reasonably believed by the Depositor
or any Other Depositor, as applicable, to be necessary in order to effect such compliance.


 


Section 10.02     
Succession; Sub-Servicers; Subcontractors.


 


(a)        
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act (in addition
to any requirements contained in Section 10.07 of this Agreement), in connection with the succession to the Master
Servicer, the Special Servicer or any Sub-Servicer as servicer or sub-servicer (to the extent such Sub-Servicer is a “servicer”
as contemplated by Item 1108(a)(2) of Regulation AB) or succession to the Certificate Administrator under this Agreement by any
Person (i) into which the Master Servicer, the 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, the Special Servicer, any such Sub-Servicer
or Certificate Administrator, the Certificate Administrator (or, in the case of a successor to the Certificate Administrator,
the Trustee) shall provide to the Depositor, as well as any Other Depositor as to which the applicable Companion Loan is affected,
at least five (5) Business Days prior to the effective date of such succession or appointment as long as such disclosure prior
to such effective date would not be violative of any applicable law or confidentiality agreement, otherwise no later than one
(1) Business Day after such effective date, (x) written notice to the Depositor and each such Other Depositor of such succession
or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor and each such Other
Depositor, all information relating to such successor (which such successor Master Servicer, Special Servicer, Sub-Servicer or
Certificate Administrator shall be required to provide) reasonably requested by the Depositor or any such Other Depositor in order
to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange
Act are required to be filed under the Exchange Act). The Certificate Administrator (or the Trustee,


 



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if applicable) shall provide
similar notice to the Depositor and each such Other Depositor in connection with any resignation or termination of the Master
Servicer, the Special Servicer, any Sub-Servicer or the Certificate Administrator. In addition, with respect to each Serviced
Companion Loan, the Certificate Administrator shall comply with the Trust’s obligations under each Co-Lender Agreement (including
with respect to the provision of any required notices) in connection with any resignation, termination, replacement or appointment
of the Master Servicer, the Special Servicer, any Sub-Servicer or the Certificate Administrator or any successor thereto.


 


(b)         For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, if the
Master Servicer, the Special Servicer, any Sub-Servicer, the Custodian, the Trustee and the Certificate Administrator (each of
the Master Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator and each Sub-Servicer,
for purposes of this Section 10.02(b), Section 10.02(c), Section 10.02(d) and Section 10.17,
a “Servicer”) utilizes one or more Subcontractors to perform certain of its obligations hereunder, such Servicer
shall promptly upon request provide to the Depositor, as well as any Other Depositor as to which the applicable Serviced Companion
Loan is affected, a written description (in form and substance satisfactory to the Depositor and each such Other Depositor) of
the role and function of each Subcontractor that is a Servicing Function Participant utilized by such Servicer during the preceding
calendar year, specifying (i) the identity of such Subcontractor, and (ii) which elements of the Servicing Criteria
will be addressed in assessments of compliance provided by each such Subcontractor. Each Servicer shall cause any Subcontractor
determined to be a Servicing Function Participant used by such Servicer for the benefit of the Depositor to comply with the provisions
of Section 10.09 and Section 10.10 of this Agreement to the same extent as if such Subcontractor were
such Servicer. Such Servicer shall obtain from each such Subcontractor (or, in the case of each Sub-Servicer set forth on Exhibit S,
shall use commercially reasonable efforts to cause such Sub-Servicer) and deliver to the applicable Persons any assessment of
compliance report and related accountant’s attestation required to be delivered by such Subcontractor under Section 10.09
and Section 10.10 of this Agreement, in each case, as and when required to be delivered.


 


(c)        
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding
the foregoing, if a Servicer engages a Subcontractor 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 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 the engagement of such Subcontractor shall not be effective unless and until notice is given to the Depositor and the
Certificate Administrator, as well as any Other Depositor as to which the applicable Companion Loan is affected, of any such Subcontractor
and sub-servicing agreement and, if such Subcontractor is engaged by the Master Servicer or the Special Servicer, such Subcontractor
shall be deemed to be a Sub-Servicer for purposes of this Agreement.


 



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 Written notice of the engagement of such Subcontractor and
the related Sub-Servicing Agreement (other than such agreements set forth on Exhibit S hereto) (with respect to the
Master Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer) shall be delivered to
the Depositor, the Certificate Administrator and each such Other Depositor at least five (5) Business Days prior to the effective
date of such engagement. Such notice shall contain all information reasonably necessary, and in such form as may be necessary,
to enable the Certificate Administrator, as well as any Other Exchange Act Reporting Party as to which the applicable Serviced
Companion Loan is affected, to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to Section 10.07
of this Agreement (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(d)         For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding
the foregoing and subject to Section 3.01(c) of this Agreement, if the Master Servicer or the Special Servicer engages
a Sub-Servicer or if any other Servicer engages a sub-servicer, in each case, in connection with the performance of any of the
duties of the Master Servicer, the Special Servicer or such other Servicer, as applicable, under this Agreement and the related
Sub-Servicing Agreement (with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement (with respect
to any other Servicer) is either (i) assigned (other than, in the case of a Sub-Servicer engaged by the Master Servicer, an assignment
to the Master Servicer) or (ii) amended or modified and the Master Servicer, the Special Servicer or such other Servicer, as applicable,
determines that, as a result of such amendment or modification, the Sub-Servicer or sub-servicer, as applicable, would become
a “servicer” within the meaning of Item 1101 of Regulation AB that (1) meets the criteria in Item 1108(a)(2)(i), (ii)
or (iii) of Regulation AB or (2) meets the criteria in Item 1108(a)(2)(iii) of Regulation AB and services 20% or more of the pool
assets, then the Master Servicer, the Special Servicer or such other Servicer, as applicable, shall provide written notice of
such amendment, modification or assignment to the Depositor and the Certificate Administrator, as well as any Other Depositor
as to which the applicable Companion Loan is affected at least five (5) Business Days prior to the effective date of such amendment,
modification or assignment (or if such prior notice would be violative of applicable law or any applicable confidentiality agreement,
no later than the time required under Section 10.07 of this Agreement). Such notice shall contain all information
reasonably necessary, and in such form as may be necessary, to enable the Certificate Administrator, as well as any Other Exchange
Act Reporting Party as to which the applicable Serviced Companion Loan is affected, to accurately and timely report the event
under Item 6.02 of Form 8-K pursuant to Section 10.07 of this Agreement (if such reports under the Exchange Act are required
to be filed under the Exchange Act).


 


(e)       
 For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection
with the succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee
or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee
or Certificate Administrator, the Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other
Depositor, at least ten (10) Business Days prior to the effective date of such succession or


 



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appointment (or if such prior notice
would be violative of applicable law or any applicable confidentiality agreement, no later than the time required under Section 10.07
of this Agreement) and shall furnish pursuant to Section 10.07 of this Agreement to the Depositor and each Other
Depositor in writing and in form and substance reasonably satisfactory to the Depositor and each Other Depositor, all information
reasonably necessary for the Certificate Administrator, the Trustee and each Other Exchange Act Reporting Party to accurately
and timely report the event under Item 6.02 of Form 8-K pursuant to Section 10.07 of this Agreement or otherwise (if
such reports under the Exchange Act are required to be filed under the Exchange Act).


 


Section 10.03     
Filing Obligations.


 


(a)        
The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall use commercially
reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate
with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each Other Securitization
Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05
and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D,
ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof, and
the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms
executed by the Depositor.


 


(b)         In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor
or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, 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
shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next
calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the
Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE and 10-K,
the Depositor and the Certificate Administrator 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, 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
or Form 10-K needs to be amended, the Certificate Administrator will notify the Depositor thereof, and such other parties
as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A or
Form 10-K/A. In the event that any previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator
shall notify the Depositor thereof, and such other parties as needed, and the parties hereto shall cooperate to prepare any necessary
Form 10-D/A or Form ABS-EE/A. Any Form 12b-25 or any


 



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amendment to Form 8-K, Form 10-D, Form ABS-EE/A 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 10.03 related to the timely preparation and filing of Form 12b-25
or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon such parties observing all
applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have
no 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 any such 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 12b-25 or any
amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith
or willful misconduct.


 


Section 10.04     
Form 10-D and Form ABS-EE Filings.


 


(a)        
Within 15 calendar 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 and Form ABS-EE then required by the Exchange Act,
in form and substance as then required by the Exchange Act; provided that, in connection with the filing of the Prospectus
and the Preliminary Prospectus with respect to the Public Certificates, the Depositor shall file any related Form ABS-EE required
to be filed with the Commission and incorporated by reference into each such document. The Certificate Administrator shall file
each Form 10-D with a copy of the related Distribution Date Statement attached thereto; provided that the Certificate Administrator
shall redact from such Distribution Date Statement any information relating to the ratings of the Certificates and the identity
of the Rating Agencies. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D
and/or Form ABS-EE (“Additional Form 10-D Disclosure”) shall, pursuant to the following paragraph, be
(i) reported by the parties set forth on Exhibit U to this Agreement to the Depositor, the Certificate Administrator
and each Other Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is relevant
for Exchange Act reporting purposes and (ii) approved by the Depositor and each such Other 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 or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, within one
(1) Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than noon
(New York City time) on the third Business Day after the related Distribution Date, (i) certain parties to this Agreement,
as set forth on Exhibit U to this Agreement, shall be required to provide to the Certificate Administrator, the Depositor,
and each Other Exchange Act Reporting Party and Other Depositor to which the particular Additional Form 10-D Disclosure is relevant
for Exchange Act reporting purposes, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other
than information required by Item 1117 of Regulation AB as to such party which shall be


 



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reported if actually known by
any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party)
in EDGAR-Compatible Format (to the extent available to such party in such format) or (in the case of asset-level information required
by Item 1A on Form 10-D) XML Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor
and each such Other Exchange Act Reporting Party, each such Other Depositor and such parties, the form and substance of the Additional
Form 10-D Disclosure, if applicable, (ii) the parties listed on Exhibit U to this Agreement shall include
with such Additional Form 10-D Disclosure applicable to such party and shall cause each Sub-Servicer (or, in the case of
each Sub-Servicer set forth on Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and
Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional
Disclosure Notification in the form attached as Exhibit W-1 to this Agreement (except with respect to the reporting
of balances of the Collection Account, each Loan Combination Custodial Account and each REO Account which shall be delivered in
the form of Exhibit W-2 hereto, and the Special Servicer shall provide in the form of Exhibit W-2 any
information relating to any REO Account to be reported under “Item 9: Other Information” on Exhibit U
to the Master Servicer within four (4) calendar days after the related Distribution Date) 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 or (in the case of asset-level information required by Item 1A on Form 10-D) Form ABS-EE with respect to the Trust;
provided that any Depositor’s approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit U
of its obligations to provide Additional Form 10-D Disclosure that is true and accurate in all material respects and in compliance
with all applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder.
The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on
Exhibit U to this Agreement 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 fees assessed or expenses
incurred by the Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D or (in
the case of asset-level information required by Item 1A on Form 10-D) Form ABS-EE with respect to the Trust pursuant to this paragraph.


 


(b)         Any Form 10-D filed by the Certificate Administrator with respect to the Trust shall (i) include 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(a)
of this Agreement, (ii) include a reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s
assigned “Central Index Key” for the Depositor, which information the Depositor shall deliver to the Certificate Administrator,
(iii) include a reference to the most recent Form ABS-15G filed by each Mortgage Loan Seller and the Commission’s assigned
“Central Index Key” for each such filer, which information each Mortgage Loan Seller is required to deliver to the
Certificate Administrator pursuant to Section 6(i) of the applicable Mortgage Loan Purchase Agreement, (iv) incorporate by
reference the Form ABS-EE filing for the related reporting period (which Form ABS-EE disclosures shall be filed at the time of
each filing of the applicable report on Form 10-D with respect to each Mortgage Loan that was part of the Mortgage Pool during
any portion of the related reporting period), (v) to the extent such information is provided to the Certificate Administrator
by the Master Servicer in the form


 



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of Exhibit W-2 hereto for inclusion therein within the time period described in
this Section 10.04, the balances of the Collection Account, each Loan Combination Custodial Account and each REO Account
(to the extent the related information has been received from the Special Servicer within the time period specified in this Section 10.04),
in each case as of the related Distribution Date and as of the immediately preceding Distribution Date and (vi) the balance
of the Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Excess Liquidation
Proceeds Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date.


 


(c)       
 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 Master Servicer
(with respect to Non-Specially Serviced Loans as to which the Master Servicer has knowledge or notice of any applicable Additional
Debt or mezzanine debt) or the Special Servicer (with respect to Specially Serviced Mortgage Loans as to which the Special Servicer
has knowledge or notice of any applicable Additional Debt or mezzanine debt)) the identity of such Mortgage Loan and, to the extent
such information is received by the Certificate Administrator from the Master Servicer (with respect to Non-Specially Serviced
Loans as to which the Master Servicer has knowledge or notice of any applicable Additional Debt or mezzanine debt) or the Special
Servicer (with respect to Specially Serviced Mortgage Loans as to which the Special Servicer has knowledge or notice of any applicable
Additional Debt or mezzanine debt), substantially in the form of Exhibit W-3 (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.


 


(d)         The Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on
the cover of Forms 10-D and ABS-EE for each reporting period: Name: [Paul Vanderslice, Telephone: (212) 885-4000. 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)       
 Upon receipt of the Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 11.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D relating to the Collection
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.


 


(f)         
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 5.07, the Certificate Administrator shall
include on 


 



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the Form 10-D relating to the reporting period in which such request was received 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.


 


(g)         At the time required under Section 10.04(a), 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 4.02(b)
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 4.02(b), 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. The Certificate Administrator shall not be deemed to have actual knowledge of the contents
of any CREFC® Schedule AL File or Schedule AL Additional File solely by its receipt thereof.


 


(h)         After preparing the Forms 10-D and ABS-EE with respect to the Trust, the Certificate Administrator shall forward electronically
copies of such Forms 10-D and ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL
Additional File received by the Certificate Administrator) to the Depositor for review no later than five (5) calendar days
after the related Distribution Date or, if the 5th calendar day after the related Distribution Date is not a Business Day, the
immediately preceding Business Day. The Master Servicer shall reasonably cooperate with the Depositor to answer any questions
that the Depositor may pose to the Master Servicer regarding the data or information contained in, or omitted from, any CREFC®
Schedule AL File or Schedule AL Additional File (other than questions regarding (1) the accuracy as of the Closing Date
of data that had been included in the Initial Schedule AL File or the Initial Schedule AL Additional File or (2) changes made
to such CREFC® Schedule AL File or Schedule AL Additional File by the Certificate Administrator following receipt
from the Master Servicer). 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 as soon as possible. Within five (5) Business Days after receipt of copies
of such Forms 10-D and ABS-EE from the Certificate Administrator, but no later than two (2) Business Days prior to the 15th
calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may
be furnished electronically) of any changes to or approval of such Form 10-D and Form ABS-EE, respectively, and an officer
of the Depositor shall sign the Form 10-D and Form ABS-EE with respect to the Trust and return an electronic or fax copy
of each of the signed


 



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Form 10-D and Form ABS-EE (with an original executed hard copy to follow by overnight mail) to the
Certificate Administrator. Upon receipt of such signed Form 10-D and Form ABS-EE (in electronic form or by fax copy), the
Certificate Administrator shall deem such reports to be approved by the Depositor and shall proceed with filing such reports with
the Commission. If a Form 10-D or Form ABS-EE with respect to the Trust cannot be filed on time or if a previously filed
Form 10-D or Form ABS-EE with respect to the Trust needs to be amended, the Certificate Administrator will follow the procedures
set forth in Section 10.03(b) of this Agreement. 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 with respect to the Trust
prepared and filed by the Certificate Administrator. The signing party at the Depositor can be contacted at BMO Commercial Mortgage
Securities LLC, c/o BMO Capital Markets Corp., 151 West 42nd Street, New York, NY 10036, Attention: Paul Vanderslice, Michael
Birajiclian and David Schell, Email: Paul.Vanderslice@bmo.com, Michael.Birajiclian@bmo.com and David.Schell@bmo.com, with a copy
to BMO Commercial Mortgage Securities LLC, c/o BMO Capital Markets Corp., 151 West 42nd Street, New York, NY 10036, Attention:
Legal Department, Email: BMOCMUSLegal@bmo.com or such other address as the Depositor may direct. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.04 related to
the timely preparation and filing of Form 10-D and Form ASB-EE with respect to the Trust is contingent upon such parties
observing all applicable deadlines in the performance of their duties under this Section 10.04. The Certificate Administrator
shall have no 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 any Form 10-D or Form ABS-EE with respect to the Trust, where such failure results
because required disclosure information was either not delivered to the Certificate Administrator or delivered to the Certificate
Administrator after the delivery deadlines set forth in this Agreement, not resulting from its own negligence, bad faith or willful
misconduct.


 


(i)        
 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 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 90 days.” The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-D
with respect to the Trust, to check “yes” for each item unless the Certificate Administrator has received prior written
notice (which may be furnished electronically) from the Depositor that the answer should be “no” for an item which
notice shall be delivered to the Certificate Administrator no later than the day on which the Depositor provided its signature
for such filing pursuant to Section 10.04(h) of this Agreement.


 


Section 10.05     
Form 10-K Filings.


 


(a)        
Within 90 days after the end of each fiscal year of the Trust (it being understood that the fiscal year of 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 within 90 days after December 31, 2022, the Certificate Administrator shall


 



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prepare and file on behalf of
the Trust any Form 10-K then required by the Exchange Act, in form and substance as then required by the Exchange Act. Each
such Form 10-K with respect to the Trust shall include the following items, in each case to the extent they have been delivered
to the Certificate Administrator (in the form required by this Agreement) within the applicable time frames set forth in this
Agreement:


 


(i)          
an annual compliance statement for each Certifying Servicer and each Additional Servicer engaged by each Certifying Servicer,
as described under Section 10.08; provided that the related signature pages may be delivered separately from such
compliance statement;


 


(ii)           (A) the annual reports on assessment of compliance with Servicing Criteria for each Reporting Servicer, as described under
Section 10.09; and


 


(B)          
if any such report on assessment of compliance with Servicing Criteria described under Section 10.09 identifies any
material instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of
noncompliance involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken
to remedy such instance of noncompliance), or if such report on assessment of compliance with Servicing Criteria described under
Section 10.09 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an
explanation why such report is not included;


 


(iii)         
(A) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 10.10;
and


 


(B)          
if any registered public accounting firm attestation report described under Section 10.10 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 to this Agreement as Exhibit X, 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; provided that the related signature
pages may be delivered separately.


 


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 second following paragraph, be (i) reported by the parties set forth on
Exhibit V to this Agreement to the Depositor, the Certificate Administrator and any Other Depositor and Other Exchange
Act


 



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Reporting Party to which such Additional Form 10-K Disclosure is relevant for Exchange Act reporting purposes and (ii) approved
by the Depositor and such Other 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.


 


Not
later than the end of each fiscal year for which the Trust is required to file a Form 10-K, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and the Trustee shall provide the other parties
to this Agreement and the Mortgage Loan Sellers with written notice of the name and address of each Servicing Function Participant
retained by such party, if any, during such fiscal year. Not later than the end of each fiscal year for which the Trust is required
to file a Form 10-K, the Certificate Administrator shall, upon request (which can be in the form of electronic mail and which
may be continually effective), provide to each Mortgage Loan Seller written notice of any change in the identity of any party
to this Agreement, including the name and address of any new party to this Agreement.


 


For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, no later
than March 1, commencing in March 2023, (i) the parties listed on Exhibit V to this Agreement shall
be required to provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan
Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with
respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing
Function Participant to provide) to the Certificate Administrator, the Depositor and each Other Exchange Act Reporting Party and
Other Depositor to which the particular Additional Form 10-K Disclosure is relevant for Exchange Act reporting purposes, to the
extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than information
required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer
or Responsible Officer, as the case may be or any lawyer in the in-house legal department of such party), in EDGAR-Compatible
Format (to the extent available to such party in such format) or in such other format as otherwise agreed upon by the Certificate
Administrator, the Depositor, each such Other Exchange Act Reporting Party, each such Other Depositor and such providing parties,
the form and substance of any Additional Form 10-K Disclosure described on Exhibit V to this Agreement applicable
to such party, (ii) the parties listed on Exhibit V to this Agreement shall include with such Additional Form
10-K Disclosure applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on
Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to
the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form
attached as Exhibit W to this Agreement, 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 with respect to the Trust; provided
that any Depositor’s approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit V
of its obligations to provide Additional Form 10- K Disclosure that is true and accurate in all material respects and in compliance
with all applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder.
The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on
Exhibit V to this Agreement 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 fees


 



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assessed and expenses
incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K with respect
to the Trust pursuant to this paragraph.


 


After
preparing a Form 10-K with respect to the Trust, the Certificate Administrator shall forward electronically a preliminary
copy of such Form 10-K to the Depositor for review no later than March 15 in the year immediately following the year
as to which such Form 10-K relates, or, if March 15 is not a Business Day, on the immediately following Business Day. Within
five (5) Business Days after receipt of such copy, the Depositor shall notify the Certificate Administrator in writing (which
may be furnished electronically) of any changes or approval to such preliminary Form 10-K. The Certificate Administrator
shall provide a complete Form 10-K with respect to the Trust to the Depositor for review no later than March 21 in the
year immediately following the year as to which such Form 10-K relates, or if March 21 is not a Business Day, on the immediately
following Business Day. Within five (5) Business Days after receipt of such complete Form 10-K, the Depositor shall notify
the Certificate Administrator in writing (which may be furnished electronically) of any changes or approval to such complete Form 10-K.
No later than 5:00 p.m. (New York City time) on the third Business Day prior to the 10-K Filing Deadline, a senior officer
of the Depositor shall sign the Form 10-K with respect to the Trust 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. Upon receipt of such signed
Form 10-K (in electronic form or by fax copy), the Certificate Administrator shall deem such report to be approved by the
Depositor and shall proceed with filing such report with the Commission. If a Form 10-K with respect to the Trust cannot
be filed on time or if a previously filed Form 10-K with respect to the Trust needs to be amended, the Certificate Administrator
will follow the procedures set forth in Section 10.03(b). Promptly after filing with the Commission, the Certificate
Administrator will make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K
prepared and filed by the Certificate Administrator. The signing party at the Depositor can be contacted at BMO Commercial Mortgage
Securities LLC, [BMO Commercial Mortgage Securities LLC, c/o BMO Capital Markets Corp., 151 West 42nd Street, New York, NY 10036,
Attention: Paul Vanderslice, Email: paul.vanderslice@bmo.com, with a copy to BMO Commercial Mortgage Securities LLC, c/o BMO Capital
Markets Corp., 151 West 42nd Street, New York, NY 10036, Attention: Legal Department, Email: BMOCMUSLegal@bmo.com] or such other
address as the Depositor may direct. The parties to this Agreement acknowledge that the performance by the Certificate Administrator
of its duties under this Section 10.05 related to the timely preparation and filing of Form 10-K with respect
to the Trust 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 10.05. 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 Form 10-K with respect
to the Trust, where such failure results because required disclosure information was either not delivered to the Certificate Administrator
or delivered to the Certificate Administrator after the delivery deadlines set forth in this Agreement, not resulting from its
own negligence, bad faith or willful misconduct.


 


(b)         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


 



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Act during the preceding 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 90 days.” The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-K
with respect to the Trust, to check “yes” for each item unless the Certificate Administrator has received prior written
notice (which may be furnished electronically) from the Depositor that the answer should be “no” for an item which
notice shall be delivered to the Certificate Administrator no later than the day on which the Depositor provided its signature
for such filing pursuant to Section 10.05(a) of this Agreement.


 


Section 10.06     
Sarbanes-Oxley Certification. Each Form 10-K with respect to the Trust shall include a Sarbanes-Oxley Certification
in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the Sarbanes-Oxley
Act. The Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations
Reviewer is required to deliver an Asset Review Report Summary), the Custodian and the Trustee shall provide (and (i) with
respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially
reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing
Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to
provide) to the Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization Trust (the “Certifying
Person”) no later than March 1 in the year immediately following the year as to which such Form 10-K relates or,
if March 1 is not a Business Day, on the immediately following Business Day, a certification in the form attached to this
Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4, Exhibit Y-5,
Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8, as applicable, on which the Certifying Person, the
entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively
with the Certifying Person, “Certification Parties”) can reasonably rely. With respect to each Outside Serviced
Mortgage Loan serviced under an Outside Servicing Agreement, the Certificate Administrator shall use commercially reasonable efforts
to procure, and upon receipt deliver to the Certifying Person, a Sarbanes-Oxley back-up certification similar in form and substance
to the certifications referenced in the preceding sentence, from the related Outside Servicer, the related Outside Special Servicer,
the related Outside Paying Agent and the related Outside Trustee. In the event any Reporting Servicer is terminated or resigns
pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case
may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 10.06
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.


 


Section 10.07     
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”), or if requested by the Depositor, 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 with respect to the Trust 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”)
that is approved by the Depositor shall, pursuant


 



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to the following paragraph, be reported by the applicable parties set forth
on Exhibit Z to this Agreement to the Depositor, the Certificate Administrator and each Other Depositor and Other
Exchange Act Reporting Party to which such Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, 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 with respect to the Trust, absent such reporting, direction and approval.


 


For
so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, to the extent
a Servicing Officer or Responsible Officer thereof has actual knowledge of such event (other than Item 1117 of Regulation
AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may
be or any lawyer in the in-house legal department of such party), within one (1) Business Day after the occurrence of a Reportable
Event (using commercially reasonable efforts), but in no event later than 1:00 p.m. (New York City time) on the second Business
Day after the occurrence of a Reportable Event, (i) the parties set forth on Exhibit Z to this Agreement shall
be required to provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan
Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with
respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing
Function Participant to provide) to the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act
Reporting Party to which the particular Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, in EDGAR-Compatible
Format (to the extent available to such party in such format) or in such other format as otherwise agreed upon by the Depositor,
the Certificate Administrator, each such Other Depositor, each such Other Exchange Act Reporting Party and such providing parties
any Form 8-K Disclosure Information described on Exhibit Z to this Agreement as applicable to such party, if applicable
(ii) the parties listed on Exhibit Z to this Agreement shall include with such Form 8-K Disclosure Information
applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S,
shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under
Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit W-1,
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 with respect to the Trust; provided that any Depositor’s approval pursuant
to this clause (iii) shall not relieve any parties listed on Exhibit Z of its obligations to provide Form 8 K
Disclosure Information that is true and accurate in all material respects and in compliance with all applicable requirements of
the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder. The Certificate Administrator has
no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Z 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 fees assessed or expenses incurred by the Certificate Administrator in connection with
including any Form 8-K Disclosure Information on Form 8-K with respect to the Trust pursuant to this paragraph.


 


With
respect to any Loan Combination, (i) upon receipt of any notice of execution or amendment of an Outside Servicing Agreement or
an Outside Serviced Co-Lender Agreement with respect to an Outside Serviced Mortgage Loan or notice of any Reportable Event with
respect


 



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to any Outside Service Provider of an Outside Serviced Mortgage Loan, the Trustee or the Certificate Administrator, as
the case may be, shall promptly notify the Depositor of such notice and cooperate with the Depositor to prepare and file on behalf
of the Trust any Form 8-K, as required by the Exchange Act and (ii) upon the execution of any amendment to a related Co-Lender
Agreement, the Master Servicer, the Special Servicer or the Trustee, as the case may be, executing such amendment on behalf of
the Trust shall promptly notify the Depositor and the Certificate Administrator of such execution and cooperate with the Depositor
and the Certificate Administrator to prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act.


 


After
preparing any Form 8-K with respect to the Trust, the Certificate Administrator shall forward electronically a copy of the
Form 8-K to the Depositor for review no later than 1:00 p.m. (New York City time) on the third Business Day after the
related Reportable Event (but in no event earlier than 24 hours after having received approved Form 8-K Disclosure Information
pursuant to the immediately preceding paragraph). Promptly, but no later than the close of business on the third Business Day
after the related 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 on the fourth Business Day after the related
Reportable Event, a duly authorized representative of the Depositor shall sign the Form 8-K with respect to the Trust 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 with respect to the Trust cannot be filed on time or if a previously filed
Form 8-K with respect to the Trust needs to be amended, the Certificate Administrator will follow the procedures set forth
in Section 10.03(b) of this Agreement. 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 with respect to the Trust, to the extent such
Form 8-K has been prepared and filed by the Certificate Administrator. The signing party at the Depositor can be contacted
at BMO Commercial Mortgage Securities LLC, [BMO Commercial Mortgage Securities LLC, c/o BMO Capital Markets Corp., 151 West 42nd
Street, New York, NY 10036, Attention: Paul Vanderslice, Email: paul.vanderslice@bmo.com, with a copy to BMO Commercial Mortgage
Securities LLC, c/o BMO Capital Markets Corp., 151 West 42nd Street, New York, NY 10036, Attention: Legal Department, Email: BMOCMUSLegal@bmo.com]
or such other address as the Depositor may direct. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 10.07 related to the timely preparation and filing of Form 8-K
with respect to the Trust is contingent upon such parties observing all applicable deadlines in the performance of their duties
under this Section 10.07. 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 and/or timely file any Form 8-K with respect to the Trust,
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.


 


In
the case of a Form 8-K that is filed by or on behalf of the Trust or any Other Securitization Trust as a result of the termination,
removal, resignation or any other replacement of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
or any Sub-Servicer or Subcontractor of any of the foregoing parties (to the extent such Sub-Servicer or


 



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 Subcontractor is a “servicer”
as contemplated by Item 1108(a)(2) of Regulation AB) under this Agreement, the proposed successor Master Servicer, Special Servicer,
Trustee, Certificate Administrator, Sub-Servicer or Subcontractor, as applicable, shall, as a condition to such succession and
at the reasonable expense of the same party or parties required to pay the costs and expenses relating to such termination, removal,
resignation or other replacement pursuant to this Agreement, provide to the Certificate Administrator and the Depositor on or
before the date of such proposed succession the following: (i) any information (including, but not limited to, disclosure information)
required for the Trust to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K
and (ii) such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to such information that
are substantially similar to those delivered by the initial Master Servicer, the initial Special Servicer, the initial Trustee,
the initial Certificate Administrator or the initial Sub-Servicer, as the case may be, or their respective counsel, in connection
with the information concerning such party in the Prospectus and/or any other disclosure materials relating to this Trust.


 


Section 10.08     
Annual Compliance Statements. The Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian and,
if it has made an Advance during the applicable calendar year, the Trustee shall furnish (and each of the Master Servicer, the
Special Servicer, the Custodian and the Certificate Administrator (i) with respect to any Additional Servicer of such party
that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Additional Servicer to furnish,
and (ii) with respect to any other Additional Servicer of such party (other than any party to this Agreement), shall cause
such Additional Servicer to furnish) (each such Additional Servicer and each of the Master Servicer, the Special Servicer, the
Custodian, the Certificate Administrator and the Trustee (if applicable), a “Certifying Servicer”) to the Certificate
Administrator, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization
Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of an Officer’s
Certificate furnished by the Special Servicer) and the Depositor on or before March 1 of each year, commencing in March 2023,
an Officer’s Certificate (together with a copy thereof in EDGAR-Compatible Format, or in such other format as otherwise
agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act
Reporting Party and the applicable Certifying Servicer) 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 status thereof. The Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall cause (or, in the case of an Additional Servicer that is a Mortgage Loan Seller Sub-Servicer, shall
use its commercially reasonable efforts to cause) each Additional Servicer hired by it to, forward a copy of each such statement
to, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative and,
for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.12, the Rule 17g-5
Information Provider. Promptly after receipt of each


 



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such Officer’s Certificate, the Depositor (and, in the case of a Serviced
Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting
Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable,
as to the nature of any failures by such Certifying Servicer, respectively, or any related Additional Servicer with which the
Master Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the Mortgage
Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable
sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each
Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable period, whether or not the Certifying
Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered.


 


With
respect to each Outside Serviced Mortgage Loan serviced under the applicable Outside Servicing Agreement, the Certificate Administrator
shall request, and upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer”
(as such terms are defined in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside
Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s
Certificate in form and substance similar to the Officer’s Certificate described in this Section or such other form
as is set forth in the Outside Servicing Agreement.


 


Section 10.09     
Annual Reports on Assessment of Compliance With Servicing Criteria.


 


(a)        
On or before March 1 of each year commencing in March 2023, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable
calendar year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with
respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially
reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing
Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to
furnish) (each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any
Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the
Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced
Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable
Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the
Special Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with
a copy thereof in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate
Administrator, the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying
Servicer) that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a
statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a


 



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statement that such Reporting Servicer used the 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 the end of and for
the preceding calendar year, 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. Copies of all compliance reports delivered pursuant to this Section 10.09 shall
be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator.


 


Each
such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of
the applicable company, and shall address each of the Relevant Servicing Criteria specified on a certification substantially in
the form of Exhibit O to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of
each such report, (i) the Depositor and each Other Depositor may review each such report and, if applicable, consult with
the each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria, 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 O to this Agreement and notify the Depositor of any exceptions. For
the avoidance of doubt, the Trustee shall have no obligation or duty to determine whether any such report (other than any such
report furnished by the Trustee or any Servicing Function Participant of the Trustee) is in form and substance in compliance with
the requirements of Regulation AB.


 


(b)         On the Closing Date, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee and
the Operating Advisor each acknowledge and agree that Exhibit O to this Agreement sets forth the Relevant Servicing
Criteria for such party.


 


(c)       
 No later than the end of each fiscal year for the Trust, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during such fiscal year, the Trustee
shall notify the Certificate Administrator, the Depositor, each Other Exchange Act Reporting Party and each Other Depositor as
to the name of each Servicing Function Participant utilized by it, and the Certificate Administrator shall notify the Depositor
and each Other Depositor as to the name of each Servicing Function Participant utilized by it, during such fiscal year, and each
such notice will specify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared
by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian,
the Trustee (if applicable), the Operating Advisor and any Servicing Function Participant submit their assessments pursuant to
Section 10.09(a) of this Agreement, such parties will also at such time include the assessment (and related attestation
pursuant to Section 10.10 of this Agreement) of each Servicing Function Participant engaged by it. The fiscal year
for the Trust shall be January 1 through and including December 31 of each calendar year.


 






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(d)         In the event the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if it has made,
or is required to make, an Advance during the applicable period) or the Operating Advisor is terminated or resigns pursuant to
the terms of this Agreement, such party shall provide, and each such party shall cause (or, if the Servicing Function Participant
is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) any Servicing Function Participant
of such party to provide (and the Master Servicer, the Special Servicer and the Certificate Administrator shall, with respect
to any Servicing Function Participant that resigns or is terminated under any applicable servicing agreement, cause such Servicing
Function Participant (or, in the case of each Servicing Function Participant that is a Mortgage Loan Seller Sub-Servicer, shall
use commercially reasonable efforts to cause such Servicing Function Participant) to provide) an annual assessment of compliance
pursuant to this Section 10.09, coupled with an attestation as required in Section 10.10 of this Agreement
with respect to the period of time that the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian,
the Trustee (if it has made, or is required to make, an Advance during such period of time) or the Operating Advisor was subject
to this Agreement or the period of time that the applicable Servicing Function Participant was subject to such other servicing
agreement.


 


With
respect to each Outside Serviced Mortgage Loan serviced under the applicable Outside Servicing Agreement, the Certificate Administrator
shall use commercially reasonable efforts to obtain, and upon receipt deliver to the Depositor, an annual report on assessment
of compliance as described in this Section and an attestation as described in Section 10.10 from the related
Outside Servicer, Outside Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate
Administrator and in form and substance similar to the annual report on assessment of compliance described in this Section 10.09
and the attestation described in Section 10.10.


 


Section 10.10     
Annual Independent Public Accountants’ Servicing Report. On or before March 1 of each year, commencing in March 2023,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor and, if it has
made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense, shall cause
(and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such party that
is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant
to cause, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement),
shall cause such Servicing Function Participant to cause) a registered public accounting firm (which may also render other services
to the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, 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 (together with a copy thereof in EDGAR-Compatible Format, or in such other format as otherwise
agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor, the applicable Other Exchange Act
Reporting Party and the applicable party required to furnish, or cause to be furnished, such report under this Section 10.10)
to the Certificate Administrator, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part
of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor
(only


 



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in the case of a report furnished on behalf of the Special Servicer) and the Depositor, and, prior to the occurrence and
continuance of a Consultation Termination Event, the Controlling Class Representative and, for posting to the Rule 17g-5
Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information
Provider, 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 and (ii) on
the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted
by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such Reporting Servicer’s compliance
with the Relevant Servicing Criteria was fairly stated in all material respects, or it is not expressing an overall opinion regarding
such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria. In the event that an overall opinion
cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion.
Each 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 Act and the Exchange Act. Such report must be available for general use and not contain restricted use language.
Copies of such statement will be provided to any Certificateholder, upon the written request thereof, by the Certificate Administrator.


 


Promptly
after receipt of such report from the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the
Trustee (if applicable), the Operating Advisor or any Servicing Function Participant, (i) the Depositor and each Other Depositor
may review the report and, if applicable, consult with the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Trustee (if applicable) or the Operating Advisor as to the nature of any defaults by the Master Servicer, the
Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if applicable), the Operating Advisor or any Servicing
Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans or the Companion
Loans, as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s, the Certificate
Administrator’s, the Custodian’s, the Trustee’s (if applicable), the Operating Advisor’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 relates to an assessment of compliance meeting the requirements of Section 10.09 of this Agreement
and notify the Depositor of any exceptions.


 


Section 10.11     
Significant Obligors.


 


(a)        
[Reserved]


 


(b)         With respect to any Significant Obligor with respect to an Other Securitization Trust as to which the applicable Other Depositor
has notified the Master Servicer that such Significant Obligor with respect to such Other Securitization Trust exists, 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), beginning with the first calendar quarter following receipt
of notice from the Other Depositor that such Significant Obligor with respect to such Other Securitization Trust exists, or the
updated financial statements of such Significant Obligor for any calendar year, beginning for the calendar year following such
notice from the Other


 



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Depositor, as applicable, the Master Servicer shall deliver to the Other Depositor and the Other Exchange
Act Reporting Party of such Other Securitization Trust, on or prior to the day that occurs two (2) Business Days prior to the
related Significant Obligor NOI Quarterly Filing Deadline or four (4) 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 fourteen (14) or more Business Days prior to the related Significant
Obligor NOI Yearly Filing Deadline, as applicable, such 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 Days prior
to the related Significant Obligor NOI Quarterly Filing Deadline or less than fourteen (14) Business Days prior to the related
Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of such 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 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 any Significant Obligor with respect to an Other Securitization Trust by the date on which
such financial information is required to be delivered under the related Loan Documents, the Master Servicer (i) shall use
efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of the related
Other Depositor under the Exchange Act) to obtain the periodic financial statements of the related Mortgagor under the related
Loan Documents, (ii) shall (and shall cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer to)
retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor to obtain the
required financial information, and (iii) if unsuccessful, shall, no later than five (5) Business Days prior to the related
Significant Obligor NOI Quarterly Filing Deadline or the related Significant Obligor NOI Yearly Filing Deadline, as applicable,
forward an Officer’s Certificate evidencing its attempts to obtain this information to the Other Exchange Act Reporting
Party and Other Depositor related to such Other Securitization Trust.


 


For
the avoidance of doubt, the Special Servicer shall be responsible for collecting the financial statements and calculating net
operating income with respect to Specially Serviced Mortgage Loans and REO Properties as provided in Section 3.03(a)
and Section 4.02(b).


 


Section 10.12     
Indemnification. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Certificate Administrator, the Custodian and the Trustee (each an “Indemnifying Party”) shall indemnify
and hold harmless each Certification Party, the Depositor, each Other Depositor, any employee, director or officer of the Depositor
or any Other Depositor, and each other person, if any, who controls the Depositor or any Other Depositor within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any claims, losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses (including without
limitation reasonable attorney’s fees and expenses related to the enforcement of this indemnity and the costs of investigation,
legal defense and any amounts paid in settlement of any claim or


 



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litigation) incurred by such indemnified party arising out of:
(i) the failure of any Indemnifying Party to perform its obligations under this Article X; (ii) the failure of
any Servicing Function Participant or Additional Servicer retained by it (other than a Mortgage Loan Seller Sub-Servicer) to perform
its obligations under this Article X; (iii) any untrue statement of a material fact contained in any information (x) regarding
the Indemnifying Party or any Servicing Function Participant, Additional Servicer or Subcontractor engaged by it (other than any
Mortgage Loan Seller Sub-Servicer), (y) prepared by any such party described in clause (x) 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 Indemnifying Party in connection with the performance of such Indemnifying Party’s obligations described in this
Article X, or the omission to state in any such information a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, that such Indemnifying Party shall be
entitled to participate at its own expense in any action arising out of the foregoing and the Depositor shall consult with such
Indemnifying Party with respect to any litigation or audit strategy, as applicable, in connection with the foregoing and any potential
settlement terms related thereto (provided that any such consultation shall be non-binding); (iv) negligence, bad faith or
willful misconduct on the part of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Custodian or the Trustee, as applicable, in the performance of such obligations;
or (v) any Deficient Exchange Act Deliverable with respect to such Indemnifying Party.


 


In
addition, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate
Administrator, the Custodian and the Trustee shall cooperate (and (i) with respect to each Servicing Function Participant and
Additional Servicer of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause
such Servicing Function Participant or Additional Servicer to cooperate, and (ii) with respect to any other Servicing Function
Participant or Additional Servicer of such party, shall cause such Servicing Function Participant or Additional Servicer to cooperate)
with the Depositor or any Other Depositor, as applicable, as necessary for the Depositor or any Other Depositor, as applicable,
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 or any Other Depositor from the Commission regarding (x) information delivered
by the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator,
the Custodian, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting
Party”), (y) information regarding such Affected Reporting Party, and/or (z) information prepared by such Affected Reporting
Party or any registered public accounting firm, attorney or other agent retained by such party to prepare such information, which
information is contained in a report filed by the Depositor or any Other Depositor under the Reporting Requirements and which
comments are received subsequent to the Depositor’s or any Other Depositor’s filing of such report, the Depositor
or any Other 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


 



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a written response to the Commission
for inclusion in the Depositor’s or any Other Depositor’s response to the Commission, unless such Affected Reporting
Party elects, with the consent of the Depositor or any Other Depositor, as applicable (which consent shall not be unreasonably
denied, withheld or delayed), to directly communicate with the Commission and negotiate a response and/or resolution with the
Commission; 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 paragraph. If
such election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or
resolution with the Commission in a timely manner; provided, that (i) such Affected Reporting Party shall use reasonable
efforts to keep the Depositor or any Other Depositor informed of its progress with the Commission and copy the Depositor or any
Other Depositor on all correspondence with the Commission and provide the Depositor or any Other Depositor with the opportunity
to participate (at the Depositor’s or Other Depositor’s expense) in any telephone conferences and meetings with the
Commission and (ii) the Depositor or any Other Depositor shall cooperate with such Affected Reporting Party in order to authorize
such Affected Reporting Party and its representatives to respond to and negotiate directly with the Commission with respect to
any comments from the Commission relating to such Affected Reporting Party and to notify the Commission of such authorization.
The Depositor (or any Other Depositor) and the applicable Affected Reporting Party shall cooperate and coordinate with one another
with respect to any requests made to the Commission 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 any Other Depositor, as the case may be) in connection with the foregoing
(other than those costs and expenses required to be at the Depositor’s or any Other Depositor’s expense as set forth
above) and any amendments to any reports filed with the Commission related to the foregoing shall be promptly paid by the applicable
Affected Reporting Party upon receipt of an itemized invoice from the Depositor or any Other Depositor, as the case may be. Each
of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian and the Trustee
shall use commercially reasonable efforts to cause any Servicing Function Participant or Additional Servicer retained by it to
comply with the foregoing by inclusion of similar provisions (or by inclusion of a reference to, and an obligation to comply with,
this paragraph) in the related sub-servicing or similar agreement.


 


The
Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Trustee and the Certificate Administrator shall
cause each Servicing Function Participant of such party that is not a Mortgage Loan Seller Sub-Servicer (and with respect to any
Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts
to cause such Servicing Function Participant) to indemnify and hold harmless each Certification Party, the Depositor, each Other
Depositor, any employee, director or officer of the Depositor or any Other Depositor, and each other person, if any, who controls
the Depositor or any Other Depositor within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses
and related costs, judgments and any other costs, fees and expenses (including without limitation reasonable attorneys’
fees and expenses related to the enforcement of such indemnity and the costs of investigation, legal defense and any amounts paid
in settlement of any claim or litigation) incurred by such indemnified party arising out of (i) a breach of its obligations
to provide any of the annual compliance statements or


 



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annual servicing criteria compliance reports or attestation reports pursuant
to the applicable sub-servicing or primary servicing agreement, (ii) negligence, bad faith or willful misconduct on its part
in the performance of such obligations, (iii) other than in the case of the Operating Advisor, any failure by such Servicer
(as defined in Section 10.02(b)) to identify a Servicing Function Participant pursuant to Section 10.02(c),
or (iv) any Deficient Exchange Act Deliverable with respect to such Servicing Function Participant.


 


If
the indemnification provided for in, or contemplated by, any of the preceding paragraphs of this Section 10.12 is
unavailable or insufficient to hold harmless any Certification Party, the Depositor, any Other Depositor, any employee, director
or officer of the Depositor or any Other Depositor, or any other person who controls the Depositor or any Other Depositor within
the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, then the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the
Additional Servicer or other Servicing Function Participant (the “Performing Party”) shall contribute to the
amount paid or payable to the indemnified party as a result of the losses, claims, damages or liabilities of the indemnified party
in such proportion as is appropriate to reflect the relative fault of the indemnified party on the one hand and the Performing
Party on the other in connection with a breach of the Performing Party’s obligations pursuant to this Article X (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 Operating Advisor, the
Trustee and the Certificate Administrator shall cause each Servicing Function Participant of such party that is not a Mortgage
Loan Seller Sub-Servicer (and with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller
Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant) to agree to the foregoing
indemnification and contribution obligations. This Section 10.12 shall survive the termination of this Agreement or
the earlier resignation or removal of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Trustee or the Certificate Administrator.


 


Section 10.13     
Amendments. This Article X may be amended by the parties hereto pursuant to Section 12.07 of this Agreement
for purposes of complying with Regulation AB, the Act or the Exchange Act and/or to conform to standards developed within the
commercial mortgage-backed securities market and the Sarbanes-Oxley Act or for purposes of designating the Certifying Person without
any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmations or the consent of any Certificateholder or
the Combined Uncertificated VRR Interest Owner, notwithstanding anything to the contrary contained in this Agreement.


 


Section 10.14     
Regulation AB Notices. With respect to any notice required to be delivered by the Certificate Administrator to the Depositor
pursuant to this Article X, the Certificate Administrator may deliver such notice, notwithstanding any contrary provision
in this Agreement, via facsimile and electronic mail to [BMO Commercial Mortgage Securities LLC, c/o BMO Capital Markets Corp.,
151 West 42nd Street, New York, NY 10036, Attention: Paul Vanderslice, Email: paul.vanderslice@bmo.com, with a copy to: BMO Commercial
Mortgage Securities LLC, c/o BMO Capital Markets Corp., 151 West 42nd Street, New York, NY 10036, Attention: [_______], Email:
[_________]@bmo.com, and with a copy to: BMO Commercial Mortgage Securities LLC,


 



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c/o
BMO Capital Markets Corp., 151 West 42nd Street, New York, NY 10036, Attention: Legal Department, Email: BMOCMUSLegal@bmo.com],
or to such other address(es), facsimile numbers and/or electronic mail addresses as may be designated by the Depositor.


 


Section 10.15     
Termination of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the
Depositor may terminate the Certificate Administrator upon five (5) Business Days’ notice if the Certificate Administrator
fails to comply with any of its obligations under this Article X; provided that (a) such termination shall
not be effective until a successor Certificate Administrator shall have accepted the appointment, (b) the Certificate Administrator
may not be terminated if (i) it cannot perform its obligations due to its failure to properly prepare or file on a timely
basis, on behalf of the Trust, any Form 8-K, Form 10-K, Form 10-D or Form ABS-EE or any amendments to such forms
or any Form 12b-25 where such failure results from the Certificate Administrator’s inability or failure to receive,
within the exact time frames set forth in this Agreement any information, approval, direction or signature from any other party
hereto needed to prepare, arrange for execution or file any such Form 8-K, Form 10-K, Form 10-D or Form ABS-EE
or any amendments to such forms or any Form 12b-25 not resulting from its own negligence, bad faith or willful misconduct,
or (ii) following the Certificate Administrator’s failure to comply with any of such obligations under this Article
X on or prior to the dates by which such obligations are to be performed pursuant to, and as set forth in, such Sections,
the Certificate Administrator subsequently complies with such obligations before the Depositor gives written notice to it that
it is terminated in accordance with this Section 10.15, and (c) if the Certificate Administrator’s failure to
comply does not cause it to fail in its obligations to timely file, on behalf of the Trust, the related Form 8-K, Form 10-D,
Form ABS-EE or Form 10-K, as the case may be, by the related deadline for filing such Form 8-K, Form 10-D, Form
ABS-EE or Form 10-K, then the Depositor shall cease to have the right to terminate the Certificate Administrator under this
Section 10.15 on the date on which such Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is so filed.


 


Section 10.16     
Termination of the Master Servicer or the Special Servicer. Notwithstanding anything to the contrary contained in this
Agreement, the Depositor may terminate the Master Servicer or the Special Servicer upon five (5) Business Days’ notice if
the Master Servicer or the Special Servicer, as applicable, fails to comply with any of its respective obligations under this
Article X and such failure is not remedied within (A) one (1) Business Day in the case of a failure to comply with any
obligation under Sections 10.02, 10.04, 10.07 and 10.11 or to otherwise deliver any item relating to a Reportable
Event under this Article X, or (B) five (5) Business Days in the case of a failure to comply with any obligation under
this Article X that is not described in clause (A) above; provided that such termination shall not be effective
until a successor master servicer or special servicer, as applicable, shall have accepted the appointment.


 


Section 10.17     
Termination of Sub-Servicing Agreements. For so long as the Trust or any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator
and the Trustee, as applicable, shall (i) cause each Sub-Servicing Agreement (with respect to the Master Servicer or the
Special Servicer) or sub-servicing agreement (with respect to any other Servicer) to which it is a party to entitle the Depositor
to terminate such agreement (without compensation, termination fee or the consent of any other Person) at any time following any
failure of the applicable Sub-Servicer or sub-servicer, as applicable, to deliver any Exchange Act reporting items


 



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that such Sub-Servicer
or sub-servicer, as applicable, is required to deliver under Regulation AB or as otherwise contemplated by this Article X
and (ii) promptly notify the Depositor following any failure of the applicable Sub-Servicer or sub-servicer, as applicable,
to deliver any Exchange Act reporting items that such Sub-Servicer or sub-servicer, as applicable, is required to deliver under
Regulation AB or as otherwise contemplated by this Article X. The Depositor is hereby authorized to exercise the rights
described in clause (i) of the preceding sentence in its sole discretion. The rights of the Depositor to terminate a Sub-Servicing
Agreement (with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other
Servicer) as aforesaid shall not limit any right Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator
or the Trustee, as applicable, may have to terminate such Sub-Servicing Agreement or sub-servicing agreement, as applicable.


 


Section 10.18     
Notification Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan.


 


(a)       
Any other provision of this Article X to the contrary notwithstanding, including, without limitation, any deadlines
for delivery set forth in this Article X, in connection with the requirements contained in this Article X that
provide for the delivery of information and other items to, and the cooperation with, the Other Depositor and Other Exchange Act
Reporting Party of any Other Securitization Trust that includes a Serviced Companion Loan, no party hereunder shall be obligated
to provide any such items to or cooperate with such Other Depositor or Other Exchange Act Reporting Party until the Other Depositor
or Other Exchange Act Reporting Party of such Other Securitization Trust has provided each party hereto with not less than 30 days
written notice (or, in each case, such shorter period as required for such Other Depositor or Other Exchange Act Reporting Party
to comply with related filing obligations, provided that (i) such Other Depositor or Other Exchange Act Reporting Party, as applicable,
has provided written notice as soon as reasonably practicable and, concurrently with such written notice, obtained verbal confirmation
of receipt of such written notice, in each case, in accordance with Section 12.04 of this Agreement and (ii) such
period shall not be less than 3 Business Days) (which shall only be required to be delivered once), (i) setting forth the
contact information for such Person(s) and, except as regards the deliveries and cooperation contemplated by Section 10.08,
Section 10.09 and Section 10.10 of this Agreement, stating that such Other Securitization Trust is subject
to the reporting requirements of the Exchange Act, and (ii) specifying in reasonable detail the information and other items
not otherwise specified in this Agreement that are requested to be delivered; provided that if Exchange Act reporting is
being requested, such Other Depositor or Other Exchange Act Reporting Party is only required to provide a single written notice
to such effect; provided further, that this notice requirement does not apply to any Serviced Companion Loan that is included
in any Other Securitization as of the Closing Date. Any reasonable cost and expense of the Master Servicer, Special Servicer,
Operating Advisor, the Asset Representations Reviewer, Custodian, Trustee and Certificate Administrator in cooperating with such
Other Depositor or Other Exchange Act Reporting Party of such Other Securitization Trust (above and beyond their expressed duties
hereunder) shall be the responsibility of such Other Depositor or Other Securitization Trust. The parties hereto shall have the
right to confirm in good faith with the Other Depositor of such Other Securitization Trust as to whether applicable law requires
the delivery of the items identified in this Article X to such Other


 



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Depositor and Other Exchange Act Reporting Party
of such Other Securitization Trust prior to providing any of the reports or other information required to be delivered under this
Article X in connection therewith and (i) upon such confirmation, the parties shall comply with the deadlines for
delivery set forth in this Article X with respect to such Other Securitization Trust or (ii) in the absence of such
confirmation, the parties shall not be required to deliver such items; provided that no such confirmation will be required
in connection with any delivery of the items contemplated by Section 10.08, Section 10.09 and Section 10.10
of this Agreement. Such confirmation shall be deemed given if the Other Depositor or Other Exchange Act Reporting Party for
the Other Securitization Trust provides a written statement to the effect that the Other Securitization Trust is subject to the
reporting requirements of the Exchange Act and the appropriate party hereto receives such written statement. The parties hereunder
shall also have the right to require that such Other Depositor provide them with the contact details of such Other Depositor,
Other Exchange Act Reporting Party and any other parties to the Other Pooling and Servicing Agreement relating to such Other Securitization
Trust.


 


(b)         Each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior
written request given in accordance with the terms of Section 10.18(a) above, and subject to a right of the Master
Servicer, Special Servicer, the Certificate Administrator or Trustee, as the case may be, to review and approve such disclosure
materials, permit a holder of a related Serviced Companion Loan to use such party’s description contained in the Prospectus
(updated as appropriate by the Master Servicer, the Special Servicer, Certificate Administrator or Trustee, as applicable, at
the reasonable cost of the holder of such Serviced Companion Loan) for inclusion in the disclosure materials relating to any securitization
of a Serviced Companion Loan.


 


(c)       
 The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request
given in accordance with the terms of Section 10.18(a) above, shall each timely provide (to the extent the reasonable
cost thereof is paid or caused to be paid by the holder of the related Serviced Companion Loan) to the Other Depositor and any
underwriters with respect to any securitization transaction that includes a Serviced Companion Loan such opinion(s) of counsel,
certifications and/or indemnification agreement(s) with respect to the updated description referred to in Section 10.18(b)
with respect to such party, substantially identical to those, if any, delivered by the Master Servicer, the Special Servicer,
the Trustee or the Certificate Administrator, as the case may be, or their respective counsel, in connection with the information
concerning such party in the Prospectus and/or any other disclosure materials relating to this Trust (updated as deemed appropriate
by the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, or their respective legal counsel,
as the case may be). None of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall be
obligated to deliver any such item with respect to the securitization of a Serviced Companion Loan if it did not deliver a corresponding
item with respect to this Trust.


 


(d)         Each of the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator, upon reasonable prior written
request given in accordance with


 



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 the terms of Section 10.18(a) above, shall provide (to the extent the reasonable
cost thereof is paid or caused to be paid by the applicable party set forth below in this Section 10.18(d)) to the
Other Depositor and the trustee under the Other Pooling and Servicing Agreement related to any Other Securitization Trust the
following: (i) any information (including, but not limited to, disclosure information) required for such Other Securitization
Trust to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K and (ii) such
opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to such information that are substantially
similar to those delivered by the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as the
case may be, or their respective counsel, in connection with the information concerning such party in the Prospectus and/or any
other disclosure materials relating to this Trust.


 


In
the case of a Form 8-K that is filed by or on behalf of an Other Securitization Trust in connection with the closing of this Series 2022-C1
securitization transaction, the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification
agreement(s) provided by or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee,
as the case may be, pursuant to this Section 10.18(d) shall be paid or caused to be paid by the applicable Serviced
Companion Loan Holder that transferred the related Serviced Companion Loan to the related Other Depositor for inclusion in such
Other Securitization Trust.


 


In
the case of a Form 8-K that is filed by or on behalf of an Other Securitization Trust as a result of the termination, removal,
resignation or any other replacement of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator
under this Agreement, the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s)
provided by or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case
may be, pursuant to this Section 10.18(d) shall be paid or caused to be paid by the same party or parties required
to pay the costs and expenses relating to such termination, removal, resignation or other replacement pursuant to this Agreement.


 


Section 10.19      
Termination of Exchange Act Filings With Respect to the Trust. 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 with respect to the Trust, the Certificate Administrator shall prepare and file a Form 15 Suspension Notification
relating to the suspension of reporting in respect of the Trust under the Exchange Act or any other 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 10.04, Section 10.05, Section 10.06
and Section 10.07, solely insofar as they relate to the Trust, shall be suspended. 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 or other applicable form, the Depositor shall provide notice to the Certificate
Administrator that it is required to resume its Exchange Act filings with respect to the Trust, the Certificate Administrator
shall recommence preparing and filing reports on Forms 10-K, 10-D, ABS-EE and 8-K with respect to the Trust as required pursuant
to


 



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Section 10.04, Section 10.05, Section 10.06 and Section 10.07, and all parties’
obligations under this Article X shall recommence.


 


Article
XI



ASSET REVIEW PROVISIONS


 


Section 11.01      
Asset Review.


 


(a)        
On or prior to each Distribution Date, based 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 during the related Collection Period. If an Asset Review Trigger is determined
to have occurred, the Certificate Administrator shall promptly provide notice to the Asset Representations Reviewer, the Master
Servicer, the Special Servicer, all Pooled Certificateholders and all Uncertificated VRR Interest Owner. Any notice required to
be delivered to the Pooled Certificateholders and the Combined Uncertificated VRR Interest Owner pursuant to this Article XI
shall be delivered by the Certificate Administrator (i) by posting such notice on the Certificate Administrator’s Website
and (ii) by mailing such notice to the Pooled Certificateholders’ addresses or the Combined Uncertificated VRR Interest
Owner’ addresses appearing in the Certificate Register in the case of Definitive Certificates or the Combined Uncertificated
VRR Interest and by delivering such notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator
shall include in the Form 10-D relating to the Collection Period in which the Asset Review Trigger occurred, notice of its determination
together with 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 Pooled Certificateholders and the Combined Uncertificated VRR Interest Owner, the Certificate Administrator, based on
information provided to it by the Master Servicer and/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 LL
within two (2) Business Days of such determination to the Master Servicer, the Special Servicer, the Operating Advisor and
the Asset Representations Reviewer.


 


If
Pooled Certificateholders evidencing not less than 5% of the Pooled 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 the Asset Representations Reviewer and to all Pooled Certificateholders
and conduct a solicitation of votes in accordance with Section 5.12 regarding whether to authorize an Asset Review.
In the event there is an affirmative


 



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vote to authorize an Asset Review by Holders of Pooled Certificates evidencing at least a
majority of an Asset Review Quorum within 150 days of receipt of the Asset Review Vote Election (an “Affirmative
Asset Review Vote”), the Certificate Administrator shall promptly provide written notice thereof (the “Asset
Review Notice”) to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the applicable Directing
Holder, the Risk Retention Consultation Parties and the other Pooled Certificateholders (such notice to Pooled Certificateholders
to be effected by posting such notice on the Certificate Administrator’s Website and by mailing such notice to the Pooled
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). Upon receipt of an Asset Review Notice, the Asset Representations
Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator with a certification substantially
in the form attached hereto as Exhibit KK. Upon receipt of such certification, the Certificate Administrator shall
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 Pooled 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 received an Asset Review Vote Election within 90 days after the filing of a Form 10-D reporting 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 Pooled 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 will be paid as an expense of the Trust from the Collection
Account. The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through an agent.
For the avoidance of doubt, the Asset Representations Reviewer shall not perform any Asset Review with respect to either Trust
Subordinate Companion Loan at any time.


 


(b)         (i)            Upon receipt from the Certificate Administrator of an Asset Review Notice with respect to a Delinquent Loan, the Custodian
(with respect to clauses (1) through (5) below for all of the Mortgage Loans), the Master Servicer (with respect to clause (6)
below for Non-Specially Serviced Loans) and the Special Servicer (with respect to clause (6) below for Specially Serviced
Loans) shall promptly (but (except with respect to clause (6)) in no event later than ten (10) Business Days after receipt
of such notice from the Certificate Administrator) provide, in electronic format, the following materials for such Delinquent
Loan, in each case to the extent in such party’s possession, to the Asset Representations Reviewer (collectively, with the
Diligence Files posted on the Secure Data Room by the Certificate Administrator pursuant to Section 4.09, a copy of
the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


 






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(1)         a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)         a
copy of an assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in favor of
the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)       
 a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 


(4)         a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)         a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review; and


 


(6)         any
other related documents that are required to be part of the Review Materials and requested to be delivered by the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the Asset
Representations Reviewer pursuant to clause (vii) below of this Section 11.01(b).


 


(ii)           Notwithstanding the foregoing, the Mortgage Loan Seller will not be required to deliver any information that is proprietary to
the Mortgage Loan Seller or any draft documents, privileged or internal communications, credit underwriting or due diligence analysis.


 


(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 11.01 (any such information, “Unsolicited Information”).


 


(iv)         Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence Files 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”). The Asset Representations Reviewer


 






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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 Asset Review Standard and the procedures set forth on Exhibit JJ (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 or Uncertificated VRR Interest Owner shall have the right to change the scope of the Asset Review, and the
Asset Representations Reviewer shall not be required to review any information other than (1) the Review Materials and (2) if
applicable, Unsolicited Information.


 


(vi)         The Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without
independent investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)       
 In connection with an Asset Review, the Asset Representations Reviewer shall comply with the following procedures with respect
to each Delinquent Loan:


 


(A)         
Within 10 Business Days after the date on which the Review Materials identified in clauses (i) through (v) of the definition
of “Review Materials” have been received by the Asset Representations Reviewer with respect to such Delinquent Loan
or in any event within 15 days after the date on which access to the Secure Data Room is provided to the Asset Representations
Reviewer by the Certificate Administrator, in the event that the Asset Representations Reviewer reasonably determines that any
Review Materials made available or delivered to the Asset Representations Reviewer are missing any documents required to complete
any Test for such Delinquent Loan, the Asset Representations Reviewer shall promptly 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 10
Business Days after receipt of notification from the Asset Representations Reviewer) deliver to the Asset Representations Reviewer
such missing documents in its possession; provided that any such notification and/or request shall be in writing, specifically
identifying the documents being requested and sent to the notice address for the related party set forth in Section 12.04
of this Agreement. In the event any missing documents are not provided by the Master Servicer or the Special Servicer, as
applicable, within such 10-Business Day period, the Asset Representations Reviewer shall request such documents from the related
Mortgage Loan Seller;


 






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provided that the Mortgage Loan Seller will be required under the related Mortgage Loan Purchase
Agreement to deliver any such missing documents only to the extent such documents are in the possession of the Mortgage Loan Seller;
and provided, further, that the Mortgage Loan Seller will not be required to provide any documents that are proprietary
to the related originator or the Mortgage Loan Seller or any draft documents, privileged or internal communications, credit underwriting
or due diligence analysis.


 


(B)          
Following the events in clause (A) above, and within 45 days after the date on which access to the Secure Data Room
is provided to the Asset Representations Reviewer by the Certificate Administrator, the Asset Representations Reviewer shall prepare
a preliminary report with respect to such Delinquent Loan setting forth (i) the preliminary results of the application of the
Tests, (ii) if applicable, whether the Review Materials for such Delinquent Loan are insufficient to complete any Test, (iii)
a list of any applicable missing documents together with the reasons why such missing documents are necessary to complete any
Test, and (iv) (if the Asset Representations Reviewer has so concluded) whether the absence of such documents will be deemed to
be a failure of such Test (collectively, the “Preliminary Asset Review Report”). The Asset Representations
Reviewer shall provide each Preliminary Asset Review Report to the Master Servicer (with respect to Non-Specially Serviced Loans)
or the Special Servicer (with respect to Specially Serviced Loans), who shall promptly, but in no event later than 10 Business
Days of receipt thereof, provide the Preliminary Asset Review Report to the applicable Mortgage Loan Seller. The Asset Representations
Reviewer shall include the following statement in the related correspondence when providing each Preliminary Asset Review Report
to the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced
Loans): “This is a Preliminary Asset Review Report regarding an Asset Review under Section 11.01 of the Pooling and
Servicing Agreement relating to the BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1,
requiring action by you as the recipient of such Preliminary Asset Review Report. You are required to deliver the Preliminary
Asset Review Report to the applicable Mortgage Loan Seller no later than 10 Business Days after receipt of the Preliminary Asset
Review Report.” If the Preliminary Asset Review Report indicates that any of the representations and warranties fails or
is deemed to fail any Test, the applicable Mortgage Loan Seller shall have 90 days from its receipt of the Preliminary Asset
Review Report (the “Cure/Contest Period”) to remedy or otherwise refute the failure. The applicable Mortgage Loan
Seller will be required under the related Mortgage Loan Purchase Agreement to provide any documents or any explanations to support
(i) a conclusion that a subject representation and warranty has not failed a Test or (ii) a claim that any missing documents in
the Review Materials are not required to complete a Test, in any such case to the Master Servicer (with respect to Non-Specially
Serviced Loans) or the Special Servicer (with respect to Specially Serviced


 






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Loans), and the Master Servicer or the Special Servicer,
as applicable, shall promptly, but in no event later than ten (10) Business Days after receipt from the applicable Mortgage Loan
Seller, deliver to the Asset Representations Reviewer any such documents or explanations received from the applicable Mortgage
Loan Seller given to support a claim that the representation and warranty has not failed a Test or a claim that any missing documents
in the Review Materials are not required to complete a Test.


 


(C)          
Within the later of (x) 60 days after the date on which access to the Secure Data Room is provided to the Asset Representations
Reviewer by the Certificate Administrator, and (y) 10 Business Days after the expiration of the Cure/Contest Period, the Asset
Representations Reviewer shall complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report, substantially
in the form attached hereto as Exhibit HH, 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, together with
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
and the Controlling Class Representative (if such Delinquent Loan is not an Excluded Mortgage Loan), and (ii) a summary of
the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report
Summary”) , substantially in the form attached hereto as Exhibit II, to the Trustee and Certificate Administrator
(who shall include such Asset Review Report Summary in the Form 10-D relating to the Collection Period in which such Asset Review
Report Summary is received and post such Asset Review Report Summary on the Certificate Administrator’s Website in accordance
with Section 10.04(e)). The period of time by which the Asset Review Report must be completed and delivered may be
extended by up to an additional 30 days, upon written notice to the parties to this Agreement and the applicable Mortgage
Loan Seller(s), if the Asset Representations Reviewer determines pursuant to the Asset Review Standard that such additional time
is required due to the characteristics of the Delinquent Loan(s) and/or the Mortgaged Property or Mortgaged Properties. 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 Performing Serviced Loans), the Special Servicer (with respect to Specially Serviced Loans) or the applicable
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 documents 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 documents from any party to this or otherwise.


 






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(viii)       Within thirty (30) 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, the Enforcing Servicer shall enforce the obligations of the related
Mortgage Loan Seller with respect to such Material Defect in accordance with Section 2.03(a).


 


(ix)         
In no event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material Defect, or whether
the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller, which, in each case, shall be the
responsibility of the Enforcing Servicer pursuant to Section 2.03(a) or Section 11.01(b)(viii) of this
Agreement.


 


(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 and the Combined Uncertificated VRR Interest
Owner), 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 except for purposes of complying with its duties and obligations
hereunder.


 


(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 11.01; 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 Controlling Class Representative 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 Controlling Class Representative 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


 






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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.


 


(e)       
 With respect to any Delinquent Loan that is an Outside Serviced Mortgage Loan, to the extent any documents required by the Asset
Representations Reviewer to complete a Test are missing or have not been received from the related Mortgage Loan Seller, the Asset
Representations Reviewer shall request such document(s) from the related Outside Servicer (if such Outside Serviced Mortgage Loan
is being serviced by an Outside Servicer) or the related Outside Special Servicer (if such Outside Serviced Mortgage Loan is being
serviced by an Outside Special Servicer), the related Outside Trustee and the related Outside Certificate Administrator (and,
in each case, such other party as contemplated under the related Outside Servicing Agreement or related Co-Lender Agreement).


 


Section 11.02     
Payment of Asset Representations Asset Review Fee and Expenses; Limitation of Liability.


 


(a)        
As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid as an ongoing fee
(the “Asset Representations Reviewer Ongoing Fee”), payable monthly from amounts received in respect of each
Mortgage Loan (including any Outside Serviced Mortgage Loan), and for any Distribution Date an amount accrued during the related
Interest Accrual Period at 0.00022% per annum (the “Asset Representations Reviewer Ongoing Fee Rate”)
on, in the case of the initial Distribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent
Distribution Date, the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in
such Interest Accrual Period, and shall be calculated on the same interest accrual basis as such Mortgage Loan and prorated for
any partial periods. The Asset Representations Reviewer Ongoing Fee shall be payable from amounts on deposit in the Collection
Account as set forth in Section 3.06(a). For the avoidance of doubt, no Asset Representations Reviewer Ongoing Fee
is payable with respect to either Trust Subordinate Companion Loan.


 


(b)         Upon the completion of an Asset Review with respect to one or more Delinquent Loans and receipt by the related Mortgage Loan Seller
of a written invoice from the Asset Representations Reviewer, the related Mortgage Loan Seller is required under the related Mortgage
Loan Purchase Agreement to pay to the Asset Representations Reviewer within forty-five (45) days after such written invoice
a fee (the “Asset Representations Reviewer Asset Review Fee”) that is equal to the sum of: (i) $17,750 multiplied
by the number of Delinquent Loans subject to any Asset Review (for purposes of this Section 11.02(b), the “Subject
Loans”), plus (ii) $1,775 per Mortgaged Property relating to the Subject Loans in excess of one Mortgaged Property per
Subject Loan, plus (iii) $2,300 per Mortgaged Property relating to a Subject Loan subject to a Ground Lease, plus (iv) $1,275
per Mortgaged Property relating to a Subject Loan subject to a franchise agreement, hotel management agreement or hotel license
agreement, subject, in the case of


 






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each of clauses (i) through (iv), to annual adjustments on the basis of the year-end Consumer
Price Index for All Urban Consumers or, if the Consumer Price Index for All Urban Consumers is no longer calculated, another similar
index for the year of the Closing Date and for the year in which the related Asset Review Notice is given. The Asset Representations
Reviewer Asset Review Fee with respect to each Delinquent Loan shall be paid by the related Mortgage Loan Seller (provided that,
if any Co-sponsored Mortgage Loan is a Delinquent Loan, it shall be treated as one Mortgage Loan for the purposes of assessing
any Asset Representations Reviewer Asset Review Fee, and each of the related Applicable Co-sponsors shall only be responsible
for paying its proportionate share of any such Asset Representations Reviewer Asset Review Fee attributable to such Co-sponsored
Mortgage Loan (in the case of a BMO-SMC Co-sponsored Mortgage Loan, BMO’s proportionate share to be determined according
to the proportion that the outstanding principal balance of the portion of such BMO-SMC Co-sponsored Mortgage Loan evidenced by
the applicable BMO Co-sponsored Note(s) bears to the outstanding principal balance of the entire such BMO-SMC Co-sponsored Mortgage
Loan, and SMC’s proportionate share to be determined according to the proportion that the outstanding principal balance
of the portion of such BMO-SMC Co-sponsored Mortgage Loan evidenced by the applicable SMC Co-sponsored Note(s) bears to the outstanding
principal balance of the entire such BMO-SMC Co-sponsored Mortgage Loan)); provided, however, that if (1) the related
Mortgage Loan Seller is insolvent or (2) at any time after the outstanding Certificate Balances of the Control Eligible Certificates
have been reduced to zero as a result of the allocation of Realized Losses to such Certificates, the related Mortgage Loan Seller
fails to pay such amount within 90 days following receipt of the Asset Representations Reviewer’s invoice, then such
fee shall be paid by the Trust Fund following delivery by the Asset Representations Reviewer of evidence reasonably satisfactory
to the Special Servicer of such insolvency or failure to pay such amount; and provided, further, that notwithstanding
any payment of such fee by the Trust to the Asset Representations Reviewer, such fee will remain an obligation of the related
Mortgage Loan Seller, and the Special Servicer shall determine whether to pursue (and, if it determines to do so, shall pursue)
remedies against such Mortgage Loan Seller or its insolvency estate to recover any such amounts to the extent paid by the Trust.
If paid by the Trust Fund as described in the immediately preceding sentence, the Asset Representations Reviewer Asset Review
Fee with respect to each Delinquent Loan shall be payable from funds on deposit in the Collection Account as set forth in Section 3.06(a).


 


(c)       
Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be
included in the Purchase Price for any such Delinquent 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 received shall be used to reimburse the Asset Representations
Reviewer or the Trust, as the case may be, for such fees pursuant to Section 11.02(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 11.03      
Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and be discharged from
its obligations hereunder by giving


 






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written notice thereof to the other parties to this Agreement and each Rating Agency. In addition,
the Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer, and shall resign if it fails
to be an Eligible Asset Representations Reviewer (and such failure results in an Asset Representations Reviewer Termination Event)
by giving written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the
Certificate Administrator and the applicable Directing Holder. Upon such notice of resignation, the Depositor shall promptly appoint
a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. No resignation of the Asset Representations
Reviewer will be effective until a successor Asset Representations Reviewer that is an Eligible Asset Representations Reviewer
has been appointed and accepted the appointment. 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 shall bear all costs and expenses of each party
hereto and each Rating Agency in connection with its resignation and the transfer of its duties.


 


Section 11.04      
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 or any Uncertificated Interest; provided, however, that
such prohibition shall not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset
Representations Reviewer or (ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations
Reviewer and such Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the
Asset Representations Reviewer under this Agreement from personnel involved in such Affiliate’s investment activities and
(B) prevent such Affiliate and its personnel from gaining access to information regarding the Trust and the Asset Representations
Reviewer and its personnel from gaining access to such Affiliate’s information regarding its investment activities.


 


Section 11.05      
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 thirty (30) days after the date on which written notice of such failure is given to the Asset Representations
Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the Holders of Pooled Certificates having
greater than 25% of the Pooled Voting Rights; provided, however, that with respect to any such failure which is
not curable within such 30-day period, the Asset Representations Reviewer will have an additional cure period of 30 days
to effect such cure so long as it has commenced to cure such failure within the initial 30-day period and has provided the Trustee


 






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and the Certificate Administrator with an Officer’s Certificate certifying that it has diligently pursued, and is continuing
to pursue, such cure;


 


(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 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;


 


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


 


(v)          the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation
committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings
of or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)         the Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon
receipt by the Certificate Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination
Event, the Certificate Administrator shall promptly provide written notice to all Certificateholders and the Combined Uncertificated
VRR Interest Owner (and simultaneously deliver such written notice to the Asset Representations Reviewer) in accordance with the
notice distribution procedures described in Section 11.01(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 or (ii) upon the written direction of Holders of Pooled Certificates
evidencing not less than 25% of the Pooled Voting Rights (without regard to the application of any 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


 






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(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 Pooled Certificates evidencing not less than 25% of the Pooled Voting Rights
(without regard to the application of any 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 of such requested
vote to the Asset Representations Reviewer and to all Pooled Certificateholders by (i) posting such notice on the Certificate
Administrator’s Website, and (ii) mailing such notice to all Pooled Certificateholders at their addresses appearing
in the Certificate Register and to the Asset Representations Reviewer. Upon the affirmative vote of the Holders of Pooled Certificates
evidencing at least 75% of the Pooled Voting Rights allocable to the Pooled Certificates of those Holders that exercise their
right to vote (provided that Holders representing the applicable Certificateholder Quorum exercise their right to vote within
180 days of the initial request for a vote (which, for the avoidance of doubt, is the date on which the aforementioned notice
was mailed to the Certificateholders)), 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 Pooled Certificateholders,
on the other, the Pooled Certificateholders 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 the required Pooled Certificates entitled
to Voting Rights representing at least 75% of the applicable Certificateholder Quorum elect to remove the Asset Representations
Reviewer without cause and appoint a successor, the successor asset representations reviewer shall 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 11.05,
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 11.03
of


 






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this Agreement or (2) the Trustee delivers such written notice of termination to the Asset Representations Reviewer,
the Depositor (in the case of a resignation of the Asset Representations Reviewer pursuant to Section 11.03) or
the Trustee (in the case of a termination of the Asset Representations Reviewer pursuant to Section 11.05(b)), as
applicable, 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 Holder and each Pooled
Certificateholder and the Combined Uncertificated VRR Interest Owner within one Business Day of such appointment.
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 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.


 


The
Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer. If the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and
the Directing Holder of such disqualification and, if an Asset Representations Reviewer Termination Event occurs as a result,
immediately resign under Section 11.03 of this Agreement, and a successor asset representations reviewer shall be
appointed in accordance with Section 11.03.


 


(d)         Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Pooled Certificateholders and the Combined Uncertificated
VRR Interest Owner), the Operating Advisor, the Mortgage Loan Sellers, the Depositor, each Rating Agency and, prior to the occurrence
and continuance of a Consultation Termination Event, the Controlling Class Representative. In the event that the Asset Representations
Reviewer is terminated, all of its rights and obligations under this Agreement shall terminate, other than any rights or obligations
that accrued prior to the date of such termination (including the right to receive all amounts accrued and owing to it under this
Agreement) and other than indemnification rights (arising out of events occurring prior to such termination).


 


Article
XII



MISCELLANEOUS PROVISIONS


 


Section 12.01      
Counterparts. 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


 






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of a signature page of this Agreement (and, to the extent permitted under applicable law, each officer’s certificate, receipt
or similar closing document delivered in connection with the closing of the transaction contemplated by this Agreement) in Portable
Document Format (PDF), Tagged Image File Format (TIF or TIFF), .JPG or .JPEG file format, or by facsimile transmission shall be
as effective as delivery of a manually executed original counterpart of this Agreement.


 


Section 12.02      
Limitation on Rights of Certificateholders and the Uncertificated Interest Owners. The death or incapacity of any Certificateholder
or any Uncertificated Interest Owner shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder’s
or Uncertificated Interest Owner’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 Fund, nor otherwise affect the rights, obligations and liabilities of
the parties hereto or any of them.


 


No
Certificateholder or Uncertificated Interest Owner 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 Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders
and the Uncertificated nterest Owners from time to time as partners or members of an association; nor shall any Certificateholder
or Uncertificated Interest Owner be under any liability to any third person by reason of any action taken by the parties to this
Agreement pursuant to any provision hereof.


 


No
Certificateholder or Uncertificated Interest Owner shall have any right to institute any suit, action or proceeding in equity
or at law upon or under or with respect to this Agreement, any Mortgage Loan or Serviced Loan Combination, unless such Person
previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided,
and unless also the Holders of at least 25% of the Voting Rights of any Class of Certificates affected thereby shall have
made written request upon the Trustee (with a copy to the Certificate Administrator) to institute such action, suit or proceeding
in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against
the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding.
It 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 of any Class shall have any right in any manner whatever by virtue of any provision
of this Agreement 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, or to enforce any right under this Agreement, except in the
manner herein provided and for the equal, ratable and common benefit of all Holders of Certificates of such Class. It is understood
and intended, and expressly covenanted by each Uncertificated Interest Owner with every Certificateholder and the Trustee, that
such Uncertificated Interest Owner shall not have any right in any manner whatever by virtue of any provision of this Agreement
to affect, disturb or prejudice the rights of the Holders of Certificates of any Class, or to obtain or seek to obtain priority
over or preference to any such Holder, or to enforce any right under this Agreement, except in the manner herein provided and
for the equal, ratable and common benefit of all Uncertificated Interest Owners. For the protection and enforcement of the provisions
of this


 






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Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law
or in equity.


 


Section 12.03      
Governing Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP
OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


Section 12.04      
Notices. Unless otherwise specifically provided in this Agreement, 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 (a) personally
delivered, (b) mailed by registered mail, postage prepaid (except for notices to the Trustee or the Certificate Administrator
which shall be deemed to have been duly given only when received), (c) sent by nationally recognized express courier delivery
service and received by the addressee, (d) transmitted by facsimile transmission (or any other type of electronic transmission
agreed upon by the parties) and received by the addressee or (e) only with respect to any addressee of any party for which an
electronic mail address is set forth below, sent by electronic mail (provided, however, any notice provided by electronic
mail shall not be considered delivered until receipt of such electronic mail is confirmed by the addressee), to the applicable
party at the following address(es), or as to each such Person such other address or e-mail address as may hereafter be furnished
by such Person to the parties hereto in writing:


 


(i)          
in the case of the Depositor:


 


BMO
Commercial Mortgage Securities LLC 


c/o
BMO Capital Markets Corp.

151 West 42nd Street 


New
York, NY 10036 


Attention:
Paul Vanderslice, Michael Birajiclian and David Schell 


Email:
Paul.Vanderslice@bmo.com, Michael.Birajiclian@bmo.com and David.Schell@bmo.com


 


with
a copy to:


 


BMO
Commercial Mortgage Securities LLC 


c/o
BMO Capital Markets Corp. 


151
West 42nd Street 


New
York, NY 10036 


Attention:
Legal Department


 


Email:
BMOCMUSLegal@bmo.com


 






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(ii)           
in the case of the Master Servicer:


 


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael A. Tilden

Email: michael_a_tilden@keybank.com 


Fax:
877-379-1625


 


with
copies to:


 


Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Email: kkohring@polsinelli.com


 


fax
number (816) 753-1536


 


(iii)         
in the case of the Special Servicer:


 


CWCapital
Asset Management LLC 


900
19th Street, NW, 8th Floor 


Washington,
D.C. 20006 


Attention:
Brian Hanson (BMO 2022-C1) 


email:
CWCAMContractNotices@cwcapital.com


 


with
a copy to:


 


CWCapital
Asset Management LLC 


900
19th Street, NW, 8th Floor 


Washington,
D.C. 20006 


Attention:
Legal Department (BMO 2022-C1)


 


In
the case of the Special Servicer with respect to the 360 Rosemary Loan-Combination:


 


Situs
Holdings, LLC 


2
Embarcadero Center, 8th Floor

San Francisco, California 94111

Attention: Stacey Ciarlanti

email: staceyciarlanti@situsamc.com


 


with
a copy to:


 


Situs
Group, LLC 


5065
Westheimer, Suite 700E


 






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Houston,
Texas 77056 


Attention:
Legal Department 


email:
legal@situsamc.com


 


In
the case of the Special Servicer with respect to the 111 River Street Loan Combination:


 


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: keybank_notices@keybank.com 


Fax:
877-379-1625


 


with
copies to:


 


Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Email: kkohring@polsinelli.com 


fax
number (816) 753-1536


 


(iv)         
in the case of the Certificate Administrator:


 


Computershare
Trust Company, National Association 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Corporate Trust Services – BMO2022-C1 


with
a copy to: 


cts.cmbs.bond.admin@wellsfargo.com 


trustadministrationgroup@wellsfargo.com


 


In
the case of any transfer or surrender of a Risk Retention Certificate pursuant to Article V:


 


Computershare
Trust Company, National Association 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Risk Retention Custody (CMBS) – BMO2022-C1 


with
a copy to: 


riskretentioncustody@wellsfargo.com


 


In
the case of the Custodian:


 


Computershare
Trust Company, National Association


 






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1055
10th Avenue SE 


Minneapolis,
Minnesota 55414 


Attention:
Document Custody Group – BMO2022-C1 


with
a copy to: 


cmbscustody@wellsfargo.com


 


In
the case of a surrender, transfer or exchange of a Certificate other than a Risk Retention Certificate:


 


Computershare
Trust Company, National Association 


600
South 4th Street 


7th
Floor, MAC 9300-070 


Minneapolis,
Minnesota 55415 


Attention:
Corporate Trust Services – BMO2022-C1


 


(v)           
in the case of the Trustee:


 


Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee BMO 2022-C1

Fax number: (302) 636-4140

Email: cmbstrustee@wilmingtontrust.com


 


(vi)         
in the case of each 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: BMO 2022-C1— Surveillance Manager



 


with
copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com, and with respect to e-mail pursuant to Section
12.13 of this Agreement, at cmbs.notices@parkbridgefinancial.com


 


(vii)       
in the case of the Rating Agencies:


 


S&P
Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@spglobal.com


 


Fitch
Ratings, Inc.

33 Whitehall Street


 







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New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Fax number: (212) 635-0295

E-mail: Info.cmbs@fitchratings.com


 


Kroll
Bond Rating Agency, LLC

845 Third Avenue, 4th Floor 


New
York, New York 10022 


Attention:
CMBS Surveillance 


E-mail:
cmbssurveillance@kbra.com


 


(viii)     
in the case of the Mortgage Loan Sellers:


 


Bank
of Montreal 


c/o
BMO Capital Markets Corp. 


151
West 42nd Street 


New
York, NY 10036 


Attention:
Michael Birajiclian and David Schell 


Email:
Michael.Birajiclian@bmo.com and David.Schell@bmo.com


 


with
a copy to:


 


Bank
of Montreal 


c/o
BMO Capital Markets Corp. 


151
West 42nd Street 


New
York, NY 10036 


Attention:
Legal Department 


Email:
BMOCMUSLegal@bmo.com


 


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Joe DeRoy

Email: joe_a_deroy@keybank.com 


Fax:
877-379-1625


 


With
a copy to:


 


Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

Email: kkohring@polsinelli.com 


fax
number (816) 753-1536


 






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Starwood
Mortgage Capital LLC 


2340
Collins Avenue, Suite 700 


Miami
Beach, Florida 33139 


Attention:
Leslie K. Fairbanks, Executive Vice President 


Email:
lfairbanks@starwood.com


 


with
a copy by email to: jbeard@starwood.com


 


and
with a copy to:


 


Starwood
Property Trust, Inc. 


2340
Collins Avenue, Suite 700 


Miami
Beach, Florida 33139 


Attention:
Heather Bennett 


With
copies by email to: hbennett@starwood.com and lnr.cmbs.notices@lnrproperty.com


 


and,
with respect to certifications pursuant to Section 2.03 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 by email to: mmoore-allen@mccoy-orta.com


 


SSOF
SCRE AIV, L.P.

2211 Michelson Drive, Suite 620 


Irvine,
California 92612


 


German
American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with
a copy by electronic mail to lainie.kaye@db.com and to cmbs.requests@db.com


 






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(ix)         
in the case of the Underwriters:


 


Bank
of Montreal 


c/o
BMO Capital Markets Corp. 


151
West 42nd Street 


New
York, NY 10036 


Attention:
Michael Birajiclian and David Schell 


Email:
Michael.Birajiclian@bmo.com and David.Schell@bmo.com


 


with
a copy to:


 


Bank
of Montreal 


c/o
BMO Capital Markets Corp. 


151
West 42nd Street 


New
York, NY 10036 


Attention:
Legal Department 


Email:
BMOCMUSLegal@bmo.com


 


KeyBanc
Capital Markets Inc. 


1301
Avenue of Americas, 36th Floor 


New
York, New York 10017 


Attention:
Sameer Kamble 


Email:
Sameer.kamble@key.com


 


Deutsche
Bank Securities Inc.

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with
a copy by electronic mail to cmbs.requests@db.com


 


Bancroft
Capital, LLC 


501
Office Center Drive, Suite 130 


Fort
Washington, Pennsylvania 19034 


Attention:
Steve Iveie 


fax
number: (484) 373-4748


 


Drexel
Hamilton, LLC 


77
Water Street, Suite 701 


New
York, New York 10005 


Attention:
John D. Kerin, Director of Debt Syndicate 


facsimile
number: (646) 412-1500


 






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(x)           
in the case of the Initial Purchasers:


 


BMO
Capital Markets Corp. 


151
West 42nd Street 


New
York, NY 10036 


Attention:
Michael Birajiclian and David Schell 


Email:
Michael.Birajiclian@bmo.com and David.Schell@bmo.com


 


with
a copy to:


 


BMO
Capital Markets Corp. 


151
West 42nd Street 


New
York, NY 10036 


Attention:
Legal Department


 


Email:
BMOCMUSLegal@bmo.com


 


KeyBanc
Capital Markets Inc. 


1301
Avenue of Americas, 36th Floor 


New
York, New York 10017 


Attention:
Sameer Kamble 


Email:
Sameer.kamble@key.com


 


Deutsche
Bank Securities Inc.

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with
a copy by electronic mail to cmbs.requests@db.com


 


Bancroft
Capital, LLC 


501
Office Center Drive, Suite 130 


Fort
Washington, Pennsylvania 19034 


Attention:
Steve Iveie 


fax
number: (484) 373-4748


 


Drexel
Hamilton, LLC 


77
Water Street, Suite 701 


New
York, New York 10005 


Attention:
John D. Kerin, Director of Debt Syndicate 


facsimile
number: (646) 412-1500


 






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(xi)         
in the case of the initial Controlling Class Representative:


 


Sabal
Strategic Opportunities Fund, L.P. 


[___]


 


(xii)       
in the case of the initial VRR1 Risk Retention Consultation Party:


 


Bank
of Montreal 


c/o
BMO Capital Markets Corp. 


151
West 42nd Street 


New
York, NY 10036 


Attention:
Michael Birajiclian 


Email:
Michael.Birajiclian@bmo.com


 


with
a copy to:


 


Bank
of Montreal 


c/o
BMO Capital Markets Corp. 


151
West 42nd Street 


New
York, NY 10036 


Attention:
Legal Department 


Email:
BMOCMUSLegal@bmo.com


 


(xiii)        
in the case of the initial VRR2 Risk Retention Consultation Party:


 


SSOF
SCRE AIV, L.P. 


2211
Michelson Drive, Suite 620 


Irvine,
California 92612 


[___]


 


Any
communication required or permitted to be delivered to a Certificateholder or a Combined Uncertificated VRR Interest Owner shall
be deemed to have been duly given when mailed first class, postage prepaid, to the address of such Holder or Uncertificated VRR
Interest Owner as shown in the Certificate Register. Any communication required or permitted to be delivered to a Certificate
Owner shall be deemed to have been duly given to the extent delivered through the Depository. 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
or the Combined Uncertificated VRR Interest Owner receives such notice. Notwithstanding anything contained in this Section 12.04
to the contrary, nothing in this Section 12.04 shall constitute consent by any party hereto to service of process
upon such party by facsimile transmission, electronic mail or any other type of electronic transmission.


 


The
obligation of any party to this Agreement to deliver any notices, reports or other information to any Other Depositor, Other Servicer,
Other Special Servicer, Other Trustee


 






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or Other 17g-5 Information Provider shall be effective in each case only to the extent such
party to this Agreement has received notice of the identity and contact information of such Other Depositor, Other Servicer, Other
Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable. Any such party may conclusively rely on the
name and contact information provided by the related Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or
Other 17g-5 Information Provider, as applicable, and shall be entitled to assume that the identity and contact information for
such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable,
has not changed, absent receipt of written notice from such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee
or Other 17g-5 Information Provider, or a replacement thereof under the applicable Other Pooling and Servicing Agreement, of a
change with respect to the identity and contact information for such Other Depositor, Other Servicer, Other Special Servicer,
Other Trustee or Other 17g-5 Information Provider, or a replacement thereof under the applicable Other Pooling and Servicing Agreement,
as applicable.


 


Section 12.05      
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall
be for any reason whatsoever held invalid, then, to the extent permitted by applicable law, such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in
no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of
the Holders thereof.


 


Section 12.06      
Notice to the Rule 17g-5 Information Provider, Depositor and Each Rating Agency.


 


(a)   
     The Certificate Administrator shall use its best efforts to promptly prepare a written notice, and
provide such notice by e-mail to the Rule 17g-5 Information Provider (if the Certificate Administrator is for any reason
not the Rule 17g-5 Information Provider) and the Depositor, with respect to each of the following items of which a
Responsible Officer of the Certificate Administrator has actual knowledge, and the Rule 17g-5 Information Provider shall
upload such notice to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt if
received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. and shall,
promptly following the posting of such notice to the Rule 17g-5 Information Provider’s Website, notify, or cause
the notification of, each Registered Rating Agency (other than any Registered Rating Agency that has indicated to the
Rule 17g-5 Information Provider of its election to not receive such notification) by electronic mail of the posting of
such notice, which electronic mail may be automatically generated by the Rule 17g-5 Information
Provider’s Website:


 


(i)            
any material change or amendment to this Agreement;


 


(ii)           
the occurrence of any Servicer Termination Event that has not been cured;


 


(iii)         
the merger, consolidation, resignation or termination of the Master Servicer, Special Servicer, the Trustee or the Certificate
Administrator or any Outside Servicer, Outside Special Servicer or Outside Trustee;


 






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(iv)         
the repurchase of, or substitution of, Mortgage Loans pursuant to Section 2.03;


 


(v)           
the final payment to any Class of Certificateholders or any Uncertificated Interest Owner;


 


(vi)         
any change in the location of the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest
Distribution Account or any Distribution Account;


 


(vii)    
    any event that would result in the voluntary or involuntary termination of any insurance of the accounts
of the Master Servicer; and


 


(viii)       
any change in the lien priority of a Mortgage Loan.


 


(b)         The Master Servicer or the Special Servicer shall promptly furnish by e-mail (or any other form of electronic delivery reasonably
acceptable to the Master Servicer or the Special Servicer, as applicable, and the Rule 17g-5 Information Provider) to the
Rule 17g-5 Information Provider and the Depositor copies of the following (to the extent not already delivered or made available
pursuant to the terms of this Agreement), and the Rule 17g-5 Information Provider shall upload such documents to the Rule 17g-5
Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m.,
on the next Business Day by 12:00 p.m., and the Rule 17g-5 Information Provider shall, promptly following the posting
of such documents to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered
Rating Agency (other than any Registered Rating Agency that has indicated to the Rule 17g-5 Information Provider of its election
to not receive such notification) by electronic mail of the posting of such documents, which electronic mail may be automatically
generated by the Rule 17g-5 Information Provider’s Website:


 


(i)           
each of its annual statements as to compliance described in Section 10.08 of this Agreement;


 


(ii)           
each of its annual reports on assessment of compliance with servicing criteria described in Section 10.09 of this
Agreement;


 


(iii)         
each of its annual independent public accountants’ servicing reports described in Section 10.10 of this Agreement;


 


(iv)         
upon request by the Depositor, the Rule 17g-5 Information Provider, any Rating Agency or any Companion Loan Rating Agency, a copy
of each operating and other financial statements, rent rolls, occupancy reports, and sales reports to the extent such information
is required to be delivered under a Mortgage Loan, in each case to the extent collected pursuant to Section 3.03(a)
or Section 4.02(b); and


 


(v)          
upon request by the Depositor, the Rule 17g-5 Information Provider, any Rating Agency or any Companion Loan Rating Agency, each
inspection report


 






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prepared in connection with any inspection conducted pursuant to Section 3.18 of this Agreement.


 


(c)       
The Certificate Administrator shall promptly furnish by e-mail (or any other form of electronic delivery reasonably acceptable
to the Certificate Administrator and the Rule 17g-5 Information Provider) to the Rule 17g-5 Information Provider (if
the Certificate Administrator is for any reason not the Rule 17g-5 Information Provider) and the Depositor copies of the
items set forth in Section 8.11(b) of this Agreement (to the extent not already delivered or made available pursuant
to the terms of this Agreement and to the extent such items were prepared by or delivered to the Certificate Administrator in
electronic format), and the Rule 17g-5 Information Provider shall upload such documents to the Rule 17g-5 Information
Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m.,
on the next Business Day by 12:00 p.m.


 


Section 12.07      
Amendment. This Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders,
any of the Uncertificated Interest Owners or, as applicable, any Companion Loan Holder:


 


(a)      
  to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates or the
Uncertificated Interest Owners;


 


(b)         to correct or supplement any of its provisions which may be inconsistent with any other provisions of this Agreement or with the
description thereof in the Prospectus or to correct any error;


 


(c)      
  to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve
Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related
Distribution Date and (B) the change would not adversely affect in any material respect the interests of any
Certificateholder or any Uncertificated Interest Owner, as evidenced by an opinion of counsel (at the expense of the party
requesting the amendment) or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
amendment;


 


(d)         to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust
REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust
Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of
the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification
or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any
holder of the Certificates or the Uncertificated Interest Owners, (B) to restrict (or to remove any existing restrictions
with respect to) the transfer of the Class R


 






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Certificates, provided that the Depositor has determined that the
amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee,
(C) to the extent necessary to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, Regulation
RR and/or any related regulatory actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof)
or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed,
to the extent required to comply with any such amendment or to modify or eliminate any risk retention requirements no longer applicable
to this securitization transaction in light of such repeal;


 


(e)      
  to make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided that
the amendment will not adversely affect in any material respect the interests of any Certificateholder or any
Uncertificated Interest Owner, as evidenced by an Opinion of Counsel or as evidenced by a Rating Agency Confirmation from
each of the Rating Agencies with respect to such amendment or supplement 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 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 3.30);


 


(f)    
    to modify the procedures herein relating to Rule 17g-5; provided that (A) such modification
does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent may
not be withheld unless such modification would materially adversely affect such party or materially increase such
party’s obligations under this Agreement) and (B) such modification shall not adversely affect in any material respects
the interests of any Certificateholder or any Uncertificated Interest Owner, as evidenced by (x) an Opinion of Counsel
or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such
Certificates; and provided, further that notice of such modification is provided to all parties to this
Agreement; and


 


(g)         to amend or supplement any provision of this Agreement to the extent necessary to maintain the ratings assigned to each Class of
Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies 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 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 3.30); provided that the amendment will not adversely affect in any material respect the interests
of any Certificateholder or any Uncertificated Interest Owner;


 


provided,
further that no amendment pursuant to any of clauses (a) through (g) above may be made that would: (A) reduce
the consent or consultation rights or the right to receive information under


 






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this Agreement of the Controlling Class Representative
without the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information
under this Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations
or rights of any Mortgage Loan Seller under this Agreement or the applicable Mortgage Loan Purchase Agreement without the consent
of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser,
without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan
Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne by the party
requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the
benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


This
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment 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 Certificateholders and the Uncertificated Interest Owners; provided, however, that
no such amendment shall:


 


(i)           reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or any Uncertificated Interest or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate, that Uncertificated Interest Owner or that Serviced Companion Loan Holder, as applicable;


 


(ii)          reduce
the aforesaid percentage of Certificates of any Class or of any Uncertificated Interest, the Holders (or, in the case of the Uncertificated
Interests, the owners) of which are required to consent to the amendment without the consent of the Holders of all Certificates
of that Class then outstanding or of the Uncertificated Interest Owners, as applicable;


 


(iii)         change
in any manner the obligations or rights of any Mortgage Loan Seller under this Agreement or the related Mortgage Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller;


 


(iv)         change
the definition of “Servicing Standard” without either (A) consent of 100% of the Certificateholders and the Uncertificated
Interest Owners or (B) Rating Agency Confirmation;


 


(v)         without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates, or the Uncertificated Interest Owners,
that is adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders or Pooled Voting Rights
of Pooled Certificateholders, as applicable, that are required to consent to any action or inaction under this Agreement, (B) the
right of the Certificateholders to


 






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remove the Special Servicer pursuant to this Agreement or (C) the right of the Certificateholders
to terminate the Operating Advisor pursuant to this Agreement;


 


(vi)        adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;


 


(vii)       adversely
affect a Serviced Companion Loan Holder in its capacity as such without its consent; or


 


(viii)      change
in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter
or Initial Purchaser.


 


In
the event that neither the Depositor nor any successor thereto, if any, is in existence, any amendment under this Section 12.07
shall be effective with the consent of the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate
Administrator, the Custodian (if the Certificate Administrator is then acting as Custodian), the Special Servicer, the Master
Servicer, in writing, and to the extent required by this Section, the Certificateholders, the Uncertificated Interest Owners,
the Serviced Companion Loan Holders, the Mortgage Loan Sellers, the Underwriters and/or the Initial Purchasers, as applicable.
Promptly after the execution of any amendment, (A) the Master Servicer shall forward a copy thereof to the Trustee, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Custodian (if the Certificate Administrator is
then acting as Custodian), the Special Servicer, each Serviced Companion Loan Holder, each Mortgage Loan Seller, each Underwriter,
each Initial Purchaser and (B) the Certificate Administrator shall furnish written notification of the substance of such amendment
to each Certificateholder, post a copy of such amendment to the Certificate Administrator’s Website, and deliver a copy
of such amendment to the Rule 17g-5 Information Provider who shall post a copy of such amendment to the Rule 17g-5 Information
Provider’s Website pursuant to Section 12.13 of this Agreement. It shall not be necessary for the consent of Certificateholders,
the Uncertificated Interest Owners or the Serviced Companion Loan Holders, the Mortgage Loan Sellers, Underwriters or the Initial
Purchasers, as applicable, under this Section 12.07 to approve the particular form of any proposed amendment, but it shall
be sufficient if such consent shall approve the substance thereof. The method of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders, the Uncertificated Interest Owners or the Serviced Companion Loan
Holders, the Mortgage Loan Sellers, Underwriters or the Initial Purchasers, as applicable, shall be subject to such reasonable
regulations as the Trustee may prescribe; provided, however, that such method shall always be by affirmation and
in writing.


 


Notwithstanding
any contrary provision of this Agreement, no amendment shall be made to this Agreement or any Custodial Agreement unless, if requested
by the Master Servicer, the Special Servicer, the Trustee, the Custodian (if the Certificate Administrator is then acting as Custodian),
and/or the Certificate Administrator, such party shall have received an Opinion of Counsel, at the expense of the party requesting
such amendment (or, if such amendment is required by any Rating Agency to maintain the rating issued by it or requested by the
Trustee or the Certificate Administrator for any purpose described in clause (a) or (b) of the first sentence of this
Section 12.07, then at the expense of the Trust Fund), to the effect that such amendment will not cause any Trust
REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify


 






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as a grantor trust for federal income tax purposes
at any time that any Certificates are outstanding, and will not cause a tax to be imposed on the Trust Fund (other than a tax
at the corporate tax rate on net income from foreclosure property pursuant to Code Section 860G(c)). Prior to the execution
of any amendment to this Agreement or any Custodial Agreement, the Trustee, the Certificate Administrator, the Custodian (if the
Certificate Administrator is then acting as Custodian), the Special Servicer and the Master Servicer may request and shall be
entitled to rely conclusively upon an Opinion of Counsel, at the expense of the party requesting such amendment (or, if such amendment
is required by any Rating Agency to maintain the rating issued by it or requested by the Trustee or the Certificate Administrator
for any purpose described in clause (a), (b), (c) or (e) (which does not modify or otherwise relate solely
to the obligations, duties or rights of the Trustee or the Certificate Administrator, as applicable) of the first sentence of
this Section 12.07, then at the expense of the Trust Fund) stating that the execution of such amendment is authorized
or permitted by this Agreement, and that all conditions precedent to such amendment are satisfied. Each of the Trustee, the Custodian
(if the Certificate Administrator is then acting as Custodian) and the Certificate Administrator may, but shall not be obligated
to, enter into any such amendment which affects the Trustee’s, the Custodian’s (if the Certificate Administrator is
then acting as Custodian) or the Certificate Administrator’s, as applicable, own rights, duties or immunities under this
Agreement. Any party hereto requesting an amendment to this Agreement shall provide (x) notice of such amendment no later than
3 Business Days prior to the anticipated date of execution, and (y) a copy of the executed amendment no later than the date of
execution, to each Other Depositor (and counsel thereto) and Other Exchange Act Reporting Party under each Other Pooling and Servicing
Agreement (which may be by email) in order for each Companion Loan Holder to timely comply with its obligations under the Exchange
Act. The party requesting an amendment to this Agreement shall provide to the Rule 17g-5 Information Provider, for posting
on the Rule 17g-5 Information Provider’s Website pursuant to Section 12.12 of this Agreement, prior written
notice of such proposed amendment.


 


Section 12.08      
Confirmation of Intent. 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 also intends and agrees that,
in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security
interest in the Depositor’s entire right, title and interest in and to the assets comprising the Trust Fund, including without
limitation, the Mortgage Loans, all principal and interest received or receivable with respect to the Mortgage Loans (other than
principal and interest payments due and payable prior to the Cut-Off Date and Principal Prepayments received prior to the Cut-Off
Date), all amounts held from time to time in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account and, if established, the Excess Liquidation Proceeds Reserve Account and the REO Account,
and all reinvestment earnings on such amounts, and all of the Depositor’s right, title and interest in and to any Insurance
Proceeds related to such Mortgage Loans and (ii) this Agreement shall constitute a security agreement under applicable law.
This Section 12.08 shall constitute notice to the Trustee pursuant to any of the requirements of the applicable UCC.


 


Section 12.09      
Third-Party Beneficiaries. Except as provided in (i) Section 3.01(j)(iv) of this Agreement and (ii) the
next sentence, no Persons other than a party to


 






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this Agreement, any Companion Loan Holder (unless it is the Mortgagor under the
applicable Companion Loan or an Affiliate thereof), the Uncertificated Interest Owners and any Certificateholder, shall have any
rights with respect to the enforcement of any of the rights or obligations hereunder. Any Underwriter or Initial Purchaser (with
respect to its rights to receive any documents, certifications, information and/or indemnification hereunder and its rights under
Section 2.02, Section 5.03 and Section 12.07 of this Agreement), any Companion Loan Holder
(in respect of the rights afforded it under this Agreement, any related Other Servicer shall be entitled to enforce the rights
of such Companion Loan Holder under this Agreement and the related Co-Lender Agreement), any Mortgage Loan Seller (with respect
to its rights under Article II, Section 3.09(d)(i), Section 12.07 and Section 12.16 of
this Agreement and its rights as a Privileged Person), the Retaining Sponsor (with respect to its rights under Section 5.02(f)
and Section 5.03(i)), any Other Depositor and Other Exchange Act Reporting Party (with respect to its rights under
Article X of this Agreement), any Other Servicer and Other Special Servicer (with respect to all provisions herein expressly
relating to compensation, reimbursement or indemnification of such Other Servicer or Other Special Servicer, as the case may be,
and the provisions herein regarding coordination of Advances) and, subject to Section 12.02 of this Agreement, any
Certificateholder or any Uncertificated Interest Owner (which are intended third-party beneficiaries of this Agreement) shall
have the right to enforce their respective rights and obligations hereunder (in the case of any Serviced Companion Loan Holder,
to the extent they affect the related Serviced Companion Loan and provided that such Serviced Companion Loan Holder is not the
Mortgagor under the related Companion Loan or an Affiliate thereof) as if each such Person was a party hereto.


 


Without
limiting the foregoing, the parties to this Agreement specifically state that no Mortgagor, property manager or other party to
a Mortgage Loan is an intended third-party beneficiary of this Agreement.


 


Section 12.10      
Request by Certificateholders or the Serviced Companion Loan Holder. Where information or reports are required to be delivered
to a Certificateholder or a Serviced Companion Loan Holder, as applicable, upon request pursuant to the terms of this Agreement,
such request can be in the form of a single blanket request by a Certificateholder or a Serviced Companion Loan Holder, as applicable,
to the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, and, with respect to such Certificateholder
or a Serviced Companion Loan Holder, as applicable, such request shall be deemed to relate to each date such report or information
may be requested. The notice shall set forth the applicable Sections where such reports and information are requested.


 


Section 12.11      
Waiver of Jury Trial. 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
12.12  Submission to Jurisdiction. EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE 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 SUCH ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE


 






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FULLEST EXTENT PERMITTED BY LAW, THE
DEFENSE OF AN INCONVENIENT FORUM IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY
SUCH 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 AND AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE
OF PROCESS IN ANY MANNER PERMITTED BY LAW


 


Section 12.13      
Exchange Act Rule 17g-5 Procedures.


 


(a)       
Except as otherwise provided in Section 12.06 of this Agreement or this Section 12.12 or otherwise in
this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Operating Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or in writing,
any Rating Agency regarding the Certificates or the Mortgage Loans relevant to the Rating Agencies’ surveillance of the
Certificates or the Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency regarding
the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates. To the extent
that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor or the Custodian regarding the Certificates or the Mortgage Loans relevant to
such Rating Agency’s surveillance of the Certificates, all responses to such inquiries or communications from such Rating
Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as provided
in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall post such written response to the Rule 17g-5
Information Provider’s Website on the same Business Day of receipt of such response if received by 2:00 p.m. or, if
received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party is the Rule 17g-5
Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after
2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after
such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of,
each Registered Rating Agency by electronic mail of the posting of such response.


 


(b)         To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with
its obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the
Operating Advisor or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication
to the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5
Information Provider shall upload such information or communication to the Rule 17g-5 Information Provider’s Website
on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after


 






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2:00 p.m., on the
next Business Day by 12:00 p.m. (or, if the applicable party is the Rule 17g-5 Information Provider, on the same Business
Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business Day
by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such written information or communication
has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered
Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any
Rating Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating
the nature of the request and shall include all information the requesting party believes is reasonably necessary for the applicable
Rating Agency to make its decision.


 


(c)       
Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of the Master
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall be permitted
(but are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations under this
Agreement, under the following circumstances: (i) such party provides a written summary of the information provided to the Rating
Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h)
on the same day such oral communication takes place (provided that the summary of such oral communications shall not be
attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written
authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency
(including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization
shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the
applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5.
The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with this
paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h).


 


(d)         Each of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees to
indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees,
agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against
any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including
reasonable legal fees and expenses, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related
to the enforcement of this indemnity), joint or several, to which any such Indemnified Party may become subject, under the Act,
the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments,
costs, fees, penalties, fines, forfeitures or other expenses (including such reasonable legal fees and expenses) arise out of
or are based upon (i) such


 






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Indemnifying Party’s breach of Section 12.06, Section 12.13(a),
Section 12.13(b), Section 12.13(c), Section 12.13(g) or Section 12.13(h) of this
Agreement or (ii) a determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor
or any Affiliate thereof pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in
clause (i) above by the applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses
reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, as such
expenses are incurred. The Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change
in the identity or contact information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator).


 


(e)       
None of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is acting
in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian shall have any
liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the Master Servicer,
the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance with the
terms of this Agreement, (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s Website or
(iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information or
communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts the
related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has posted
such information or communication on the Rule 17g-5 Information Provider’s Website.


 


(f)      
  None of the foregoing restrictions in this Section 12.12 prohibit or restrict oral or written
communications, or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any
Rating Agency, on the other hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the
Master Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer
or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) such
Rating Agency’s evaluation of the Master Servicer’s or the Special Servicer’s, as applicable, servicing
operations in general; provided, however, that the Master Servicer or the Special Servicer, as applicable,
shall not provide any information relating to the Certificates or the Mortgage Loans to such Rating Agency in connection with
such review and evaluation by such Rating Agency unless: (x) borrower, property or deal specific identifiers are
redacted; (y) the Master Servicer or the Special Servicer, as applicable, has in fact previously provided such
information to the Rule 17g-5 Information Provider and does not provide such information to such Rating Agency until the
earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such information has been posted to
the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day
following the date it has provided such information to the Rule 17g-5 Information Provider; or (z) such Rating Agency
has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend to use such
information in undertaking credit rating surveillance for any Class of Certificates (and the


 






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party providing such
information to a Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation
described in this clause (z)).


 


(g)        
The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s
Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06 of
this Agreement.


 


(h)         The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website and make available
solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered to it in an electronic
document format suitable for website posting (and the parties required to deliver the following information to the Rule 17g-5
Information Provider agree to do so in such format) via electronic mail at 17g5informationprovider@wellsfargo.com, specifically
with a subject reference of “BMO 2022-C1” 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 Rule 17g-5 Information Provider if or as may be necessary or beneficial):


 


(i)           
all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06;


 


(ii)           
all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a),
12.13(b) and 12.13(c);


 


(iii)      
    any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l)
or by the Depositor;


 


(iv)       
   any transaction documents, closing documents and opinions relating to this transaction delivered to the
Rule 17g-5 Information Provider by the Depositor; and


 


(v)           
any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement.


 


The
17g-5 Information Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business
Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m.,
and shall, promptly following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the
notification of, (A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider
for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on
the 17g-5 Information Provider’s Website.


 


The
Rule 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. If any information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue
17g-5 Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not
obtained and shall not be deemed to have obtained


 






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actual knowledge of any information only by receipt and posting to Certificate
Administrator’s Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided
by the Rule 17g-5 Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information
Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s
Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification
may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests access
to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business
Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted
to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after
2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency
to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email
address so provided shall be associated with a registered user of the Rule 17g-5 Information Provider’s Website. Questions
regarding delivery of information to the Rule 17g-5 Information Provider may be directed (866) 846-4526 or 17g5informationprovider@wellsfargo.com
(specifically referencing “BMO 2022-C1” in the subject line) (or to such other telephone number or e-mail address
as the Rule 17g-5 Information Provider may designate).


 


Upon
delivery by the Depositor to the 17g 5 Information Provider of information designated by the Depositor as pre-closing information
from the Depositor’s 17g 5 Website (the “Pre-Close Information”), the 17g 5 Information Provider shall
make such information available only to the Depositor and to NRSROs via the 17g 5 Information Provider’s Website pursuant
to this Section 12.13(h). Such information shall be provided to the 17g 5 Information Provider via electronic media and
delivered to the 17g 5 Information Provider as mutually agreed. The Depositor shall not be entitled to direct the 17g 5 Information
Provider to provide access to the Pre-Close Information or any other information on the 17g 5 Information Provider’s Website
to any designee or third party.


 


The
17g-5 Information Provider shall provide a mechanism to promptly 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 thereto. In connection with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5
Information Provider may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall
not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representations or
warranties as to the accuracy or completeness of such information being made available, and assumes no responsibility for such
information. The Rule 17g-5 Information Provider shall not be liable for its failure to make any information available to
the Rating Agencies or other NRSROs unless such information was delivered to the Rule 17g-5 Information Provider at the e-mail
address set forth herein (or by any other form of electronic delivery reasonably acceptable to Rule 17g-5 Information Provider
pursuant to the terms of this Agreement), with a subject heading of “BMO 2022-C1” and sufficient detail to indicate
that such information is required to be posted on the Rule 17g-5 Information Provider’s Website. In connection with
notifying a Registered Rating Agency of any information posted to the Rule 17g-5 Information Provider’s Website, the
Rule 17g-5 Information Provider shall only be responsible for sending such notices to the electronic mail address(es) of
such


 






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Registered Rating Agency as provided by such Registered Rating Agency upon its registration as user of the Rule 17g-5
Information Provider’s Website or upon any subsequent update of such electronic mail address(es) made by such Registered
Rating Agency through the Rule 17g-5 Information Provider’s Website, and the Rule 17g-5 Information Provider shall
not be responsible for sending any notices to any electronic mail address(es) of any Registered Rating Agency that is not provided
to the Rule 17g-5 Information in the manner described in this sentence.


 


(i)       
  In connection with the delivery by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor
or Trustee, as applicable, to the Rule 17g-5 Information Provider of any information, report, notice or document for
posting to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider shall notify
the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee, as applicable, of when such
information, report, notice or other document has been posted to the Rule 17g-5 Information Provider’s Website,
and the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee, as applicable, may (but
is not obligated to) send such information, report, notice or other document to the applicable Rating Agency promptly
following the earlier of (a) receipt of notification from the Rule 17g-5 Information Provider that such
information, report, notice or other document has been posted to the Rule 17g-5 Information Provider’s
Website and (b) after 12:00 p.m. on the first Business Day following the date it has provided such information, report,
notice or other document to the Rule 17g-5 Information Provider.


 


(j)       
  With respect to each Outside Serviced Mortgage Loan, each of the Master Servicer, the Certificate Administrator and
the Trustee shall provide to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website,
promptly upon receipt from an Outside Service Provider, all reports, statements, documents, notices and other information it
receives in respect of such Outside Serviced Mortgage Loan that would otherwise have been required to be submitted to the
17g-5 Information Provider under this Agreement for posting had such Outside Serviced Mortgage Loan been a Serviced Mortgage
Loan. The 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website all such information it
receives in accordance with this Agreement.


 


(k)         The Master Servicer or the Special Servicer may, but shall not be obligated to, provide information to the 17g-5 Information Provider
that is neither specifically required hereunder nor requested by any Rating Agency. Any such information shall be posted by the
17g-5 Information Provider in accordance with the timeframe provided in Section 12.13(b).


 


(l)         
If any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any Person in connection with any third-party
“due diligence services” (as defined in Rule 17g-10 under the Exchange Act) provided by such Person with respect
to the Mortgage Loans (“Due Diligence Service Provider”), such receiving party shall promptly forward such
Form ABS Due Diligence-15E to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in
accordance with Section 12.13(h). The 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any Form ABS Due Diligence-15E it receives directly from a Due


 






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Diligence Service Provider or from another party to this
Agreement, in accordance with the timeframe provided in Section 12.13(h).


 


(m)        Neither the Master Servicer nor the Special Servicer shall be required to make any determination as to whether any service provided
by a third party requires obtaining a Form ABS Due Diligence-15E.


 


Section 12.14      
Cooperation With the Mortgage Loan Sellers With Respect to Rights Under the Loan Agreements. It is expressly agreed and
understood that, notwithstanding the assignment of the Loan Documents, it is expressly intended that the Mortgage Loan Sellers
are entitled to the benefit of any securitization indemnification provisions that specifically run to the benefit of the lenders
in the Loan Documents. Therefore, the Depositor, Master Servicer, Special Servicer and Trustee hereby agree to reasonably cooperate
with any Mortgage Loan Seller, at the sole expense of such Mortgage Loan Seller, with respect to obtaining the benefits of the
provisions of any section of a Loan Agreement or securitization cooperation agreement providing for indemnification of the lender
and/or its loan seller affiliates with respect to the current securitization of the related Mortgage Loan, including, without
limitation, executing any documents as are reasonably necessary to permit the related Mortgage Loan Seller to enforce such provisions
for its benefit; provided, that none of the Depositor, Master Servicer, Special Servicer or Trustee shall be required to take
any action that is inconsistent with the Servicing Standard, would violate applicable law, the terms and provisions of this Agreement
or the Loan Documents, would adversely affect any Certificateholder or the Combined Uncertificated VRR Interest Owner, would 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, or would result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions. To the extent that the Trustee is required to execute any document facilitating the above rights
of a Mortgage Loan Seller under this Section 12.14, such document shall be in form and substance reasonably acceptable
to the Trustee.


 


Section 12.15      
Electronic Signatures.


 


Each
of the parties hereto agrees that the transaction consisting of this Agreement (and, to the extent permitted under applicable
law, each officer’s certificate, receipt or similar closing document delivered in connection with the closing of this transaction)
may be conducted by electronic means. Each party agrees, and acknowledges that it is such party’s intent, that if such party
signs this Agreement (or, if applicable, such closing document) using an electronic signature, it is signing, adopting, and accepting
this Agreement or such closing document and that signing this Agreement or such closing document using an electronic signature
is the legal equivalent of having placed its handwritten signature on this Agreement or such closing document on paper. The use
of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated,
sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as
a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and
Records Act and any other applicable law, including, without


 






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limitation, any state law based on the Uniform Electronic Transactions
Act or the Uniform Commercial Code.


 


[Signature
Pages Follow]


 




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IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized
all as of the day and year first above written.


 


	 	BMO
    COMMERCIAL MORTGAGE
	 	SECURITIES
    LLC., as Depositor
	 	 
	 	By:	/s/
David Schell

	 	 	Name:
     David Schell
	 	 	Title:
       Authorized Signatory



 


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	 	KEYBANK
    NATIONAL ASSOCIATION, as Master Servicer
	 	 
	 	By:	/s/
Michael A. Tilden

	 	 	Name:
     Michael A. Tilden
	 	 	Title:
       Vice President



 


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	 	CWCAPITAL
    ASSET MANAGEMENT LLC, as Special Servicer
	 	 
	 	By:	/s/
Brian Hanson

	 	 	Name:
      Brian Hanson
	 	 	Title:    
    Managing Director


 


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	 	SITUS
    HOLDINGS, LLC, as Special Servicer with respect to the 360 Rosemary Loan Combination
	 	 
	 	By:	/s/
Adriana Boudreaux

	 	 	Name:
       Adriana Boudreaux
	 	 	Title:
         Deputy General Counsel


 


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	 	KEYBANK
NATIONAL ASSOCIATION, as Special Servicer with respect to the 111 River Street Loan Combination
	 	 
	 	By:	/s/
Michael A. Tilden

	 	 	Name:
     Michael A. Tilden
	 	 	Title:
       Vice President


 


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	 	PARK
    BRIDGE LENDER SERVICES LLC
	 	as Operating
    Advisor and as Asset Representations Reviewer
	 	 
	 	By:	/s/
                                         Robert J. Spinna

	 	 	Name:
       Robert J. Spinna, Jr.
	 	 	Title:
         Managing Member



 


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	 	COMPUTERSHARE
    TRUST COMPANY, NATIONAL ASSOCIATION, as Certificate Administrator
	 	 
	 	By:	/s/
Anna M. Lopez

	 	 	Name:
     Anna M. Lopez
	 	 	Title:
       Vice President



 


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	 	WILMINGTON
    TRUST, NATIONAL
	 	ASSOCIATION,
    as Trustee
	 	 
	 	By:	/s/
Jacob Stapleford

	 	 	Name:
     Jacob Stapleford
	 	 	Title:
       Banking Officer




 


BMO
2022-C1 - Pooling and Servicing Agreement