Exhibit 4.4


 


EXECUTION VERSION


 


 





BANC
OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC.,

as Depositor


 


Wells
Fargo Bank, National Association,

as General Master Servicer


 


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

as General Special Servicer


 


NATIONAL
COOPERATIVE BANK, N.A.,

as NCB Master Servicer and as NCB Special Servicer


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee


 


and


 


park
bridge lender services llc,

as Operating Advisor and as Asset Representations Reviewer


 







 



POOLING
AND SERVICING AGREEMENT


 


Dated as of December 1, 2019


 







 



Commercial Mortgage Pass-Through Certificates

Series 2019-BNK24


 




     


     


    

 


TABLE OF CONTENTS


 





	 	 	 	Page
	 
	ARTICLE I
	 	 	 	 
	DEFINITIONS	 	 	5
	 	 	 	 
	Section 1.01	Defined Terms	 	5
	Section 1.02	Certain Calculations	 	128
	 	 	 	 
	ARTICLE II
	 	 	 	 
	CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES	 	130
	 	 	 
	Section 2.01	Conveyance of Mortgage Loans	 	130
	Section 2.02	Acceptance by Trustee	 	137
	Section 2.03	Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties	 	143
	Section 2.04	Execution of Certificates; Issuance of Lower-Tier Regular Interests	 	160
	Section 2.05	Creation of the Grantor Trust	 	160
	 	 	 	 
	ARTICLE III
	 	 	 	 
	ADMINISTRATION AND SERVICING OF THE TRUST FUND	 	160
	 	 	 	 
	Section 3.01	The Master Servicers to Act as Master Servicers; Special Servicers to Act as Special Servicers; Administration of the Mortgage Loans, the Serviced Companion Loans, and REO Properties	 	160
	Section 3.02	Collection of Mortgage Loan Payments	 	169
	Section 3.03	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	 	175
	Section 3.04	The Collection Accounts, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account	 	180
	Section 3.05	Permitted Withdrawals from the Collection Accounts, the Distribution Accounts and the Companion Distribution Account	 	187
	Section 3.06	Investment of Funds in the Collection Accounts, the REO Accounts and Loss of Value Reserve Fund	 	198
	Section 3.07	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	200


 






    -i- 


     


    

 


	Section 3.08	Enforcement of Due-on-Sale Clauses; Assumption Agreements	 	206
	Section 3.09	Realization Upon Defaulted Loans and Companion Loans	 	213
	Section 3.10	Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files	 	216
	Section 3.11	Servicing Compensation	 	218
	Section 3.12	Inspections; Collection of Financial Statements	 	225
	Section 3.13	Access to Certain Information	 	231
	Section 3.14	Title to REO Property; REO Account	 	245
	Section 3.15	Management of REO Property	 	247
	Section 3.16	Sale of Defaulted Loans and REO Properties	 	249
	Section 3.17	Additional Obligations of Master Servicers and Special Servicers	 	256
	Section 3.18	Modifications, Waivers, Amendments and Consents	 	259
	Section 3.19	Transfer of Servicing Between the Master Servicers and the Special Servicers; Recordkeeping; Asset Status Report	 	273
	Section 3.20	Sub-Servicing Agreements	 	280
	Section 3.21	Interest Reserve Account	 	284
	Section 3.22	Directing Certificateholder and Operating Advisor Contact with the Master Servicers and the Special Servicers	 	284
	Section 3.23	Controlling Class Certificateholders, Directing Certificateholder and the Risk Retention Consultation Party; Certain Rights and Powers of Directing Certificateholder and the Risk Retention Consultation Party	 	284
	Section 3.24	Intercreditor Agreements	 	290
	Section 3.25	Rating Agency Confirmation	 	292
	Section 3.26	The Operating Advisor	 	294
	Section 3.27	Companion Paying Agent	 	302
	Section 3.28	Serviced Companion Noteholder Register	 	303
	Section 3.29	Certain Matters Relating to the Non-Serviced Mortgage Loans and the Serviced Pari Passu Companion Loans	 	303
	Section 3.30	Certain Matters with Respect to Joint Mortgage Loans	 	306
	Section 3.31	[RESERVED]	 	311
	Section 3.32	[RESERVED]	 	311
	Section 3.33	Delivery of Excluded Information to the Certificate Administrator	 	311
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS	 	312
	 	 	 	 
	Section 4.01	Distributions	 	312
	Section 4.02	Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	 	323
	Section 4.03	P&I Advances	 	329
	Section 4.04	Allocation of Realized Losses	 	333
	Section 4.05	Appraisal Reduction Amounts; Collateral Deficiency Amounts	 	334
	Section 4.06	Grantor Trust Reporting	 	339
	Section 4.07	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	 	340


 






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	Section 4.08	Secure Data Room	 	344
	 	 	 	 
	ARTICLE V
	 	 	 	 
	THE CERTIFICATES	 	345
	 	 	 
	Section 5.01	The Certificates	 	345
	Section 5.02	Form and Registration	 	346
	Section 5.03	Registration of Transfer and Exchange of Certificates	 	349
	Section 5.04	Mutilated, Destroyed, Lost or Stolen Certificates	 	357
	Section 5.05	Persons Deemed Owners	 	358
	Section 5.06	Access to List of Certificateholders’ Names and Addresses; Special Notices	 	358
	Section 5.07	Maintenance of Office or Agency	 	359
	Section 5.08	Appointment of Certificate Administrator	 	360
	Section 5.09	[RESERVED]	 	360
	Section 5.10	Voting Procedures	 	360
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	THE DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICERS, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE DIRECTING CERTIFICATEHOLDER AND THE RISK RETENTION CONSULTATION PARTY	 	362
	 	 	 	 
	Section 6.01	Representations, Warranties and Covenants of the Master Servicers, the Special Servicers, the Operating Advisor and the Asset Representations Reviewer	 	362
	Section 6.02	Liability of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers and the Asset Representations Reviewer	 	368
	Section 6.03	Merger, Consolidation or Conversion of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers or the Asset Representations Reviewer	 	368
	Section 6.04	Limitation on Liability of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer and Others	 	370
	Section 6.05	Depositor, Master Servicers and Special Servicers Not to Resign	 	376
	Section 6.06	Rights of the Depositor in Respect of the Master Servicers and the Special Servicers	 	377
	Section 6.07	The Master Servicers and the Special Servicers as Certificate Owner	 	377
	Section 6.08	The Directing Certificateholder and the Risk Retention Consultation Party	 	377
	Section 6.09	Knowledge of Wells Fargo Bank, National Association	 	386


 






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	ARTICLE VII
	 	 	 	 
	SERVICER TERMINATION EVENTS	 	387
	 	 	 	 
	Section 7.01	Servicer Termination Events; Master Servicers and Special Servicers Termination	 	387
	Section 7.02	Trustee to Act; Appointment of Successor	 	395
	Section 7.03	Notification to Certificateholders	 	397
	Section 7.04	Waiver of Servicer Termination Events	 	397
	Section 7.05	Trustee as Maker of Advances	 	398
	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR	 	399
	 	 	 
	Section 8.01	Duties of the Trustee and the Certificate Administrator	 	399
	Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	 	400
	Section 8.03	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	 	402
	Section 8.04	Trustee or Certificate Administrator May Own Certificates	 	403
	Section 8.05	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	 	403
	Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	 	404
	Section 8.07	Resignation and Removal of the Trustee and Certificate Administrator	 	405
	Section 8.08	Successor Trustee or Certificate Administrator	 	408
	Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	 	408
	Section 8.10	Appointment of Co-Trustee or Separate Trustee	 	409
	Section 8.11	Appointment of Custodians	 	410
	Section 8.12	Representations and Warranties of the Trustee	 	410
	Section 8.13	Provision of Information to Certificate Administrator, Master Servicers and Special Servicers	 	411
	Section 8.14	Representations and Warranties of the Certificate Administrator	 	411
	Section 8.15	Compliance with the PATRIOT Act	 	413
	 	 	 	 
	ARTICLE IX
	 	 	 	 
	TERMINATION	 	413
	 	 	 	 
	Section 9.01	Termination upon Repurchase or Liquidation of All Mortgage Loans	 	413
	Section 9.02	Additional Termination Requirements	 	418
	 	 	 	 
	ARTICLE X
	 	 	 	 
	ADDITIONAL REMIC PROVISIONS	 	418
	 	 	 	 
	Section 10.01	REMIC Administration	 	418



 






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	Section 10.02	Use of Agents	 	422
	Section 10.03	Depositor, Master Servicers and Special Servicers to Cooperate with Certificate Administrator	 	422
	Section 10.04	Appointment of REMIC Administrators	 	423
	 	 	 	 
	ARTICLE XI
	 	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE	 	424
	 	 	 
	Section 11.01	Intent of the Parties; Reasonableness	 	424
	Section 11.02	Succession; Subcontractors	 	425
	Section 11.03	Filing Obligations	 	427
	Section 11.04	Form 10-D and Form ABS-EE Filings	 	428
	Section 11.05	Form 10-K Filings	 	432
	Section 11.06	Sarbanes-Oxley Certification	 	434
	Section 11.07	Form 8-K Filings	 	436
	Section 11.08	Form 15 Filing	 	438
	Section 11.09	Annual Compliance Statements	 	438
	Section 11.10	Annual Reports on Assessment of Compliance with Servicing Criteria	 	440
	Section 11.11	Annual Independent Public Accountants’ Attestation Report	 	442
	Section 11.12	Indemnification	 	444
	Section 11.13	Amendments	 	446
	Section 11.14	Regulation AB Notices	 	446
	Section 11.15	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	 	447
	Section 11.16	Certain Matters Regarding Significant Obligors	 	452
	Section 11.17	Impact of Cure Period	 	452
	 	 	 	 
	ARTICLE XII
	 	 	 	 
	THE ASSET REPRESENTATIONS REVIEWER	 	453
	 	 	 
	Section 12.01	Asset Review	 	453
	Section 12.02	Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability	 	459
	Section 12.03	Resignation of the Asset Representations Reviewer	 	460
	Section 12.04	Restrictions of the Asset Representations Reviewer	 	460
	Section 12.05	Termination of the Asset Representations Reviewer	 	461
	 		 	 
	ARTICLE XIII
	 	 	 	 
	MISCELLANEOUS PROVISIONS	 	464
	 	 	 
	Section 13.01	Amendment	 	464
	Section 13.02	Recordation of Agreement; Counterparts	 	469
	Section 13.03	Limitation on Rights of Certificateholders	 	469
	 	 	 	 


 






    -v- 


     


    

 


	Section 13.04	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	 	470
	Section 13.05	Notices	 	471
	Section 13.06	Severability of Provisions	 	478
	Section 13.07	Grant of a Security Interest	 	479
	Section 13.08	Successors and Assigns; Third Party Beneficiaries	 	479
	Section 13.09	Article and Section Headings	 	480
	Section 13.10	Notices to the Rating Agencies	 	480
	Section 13.11	PNC Bank, National Association	 	481


 






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



 






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


 






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	EXHIBIT TT	Form of Certificate Administrator Receipt of the RR Interest
	 	 
	SCHEDULES
	 	 
	SCHEDULE 1	Mortgage Loans With Additional Debt
	SCHEDULE 2	Class A-SB Planned Principal Balance Schedule
	SCHEDULE 3	Specified Mortgage Loans (Other than NCB Co-op Mortgage Loans) With Escrows or Reserves


 






    -ix- 


     


    




 


This Pooling and Servicing
Agreement is dated and effective as of December 1, 2019, between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor,
Wells Fargo Bank, National Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and as NCB Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer.


 


PRELIMINARY STATEMENT


 


The Depositor intends
to sell commercial mortgage pass-through certificates (collectively, the “Certificates”), to be issued hereunder
in multiple classes (each, a “Class”), which in the aggregate will evidence the entire beneficial ownership
interest in the Trust to be created hereunder, the primary assets of which will be a pool of commercial mortgage loans. As provided
herein, the Certificate Administrator shall elect or shall cause an election to be made to treat designated portions of the Trust
(exclusive of the Excess Interest and the proceeds thereof in the Excess Interest Distribution Account) for federal income tax
purposes as two (2) separate real estate mortgage investment conduits (the “Upper-Tier REMIC” and the “Lower-Tier
REMIC”, and each a “Trust REMIC” as described herein).


 


In addition, the parties
intend that the portion of the Trust Fund consisting of the Class V Specific Grantor Trust Assets and the RR Interest Specific
Grantor Trust Assets shall be treated as a grantor trust under subpart E, part I of subchapter J of the Code for federal income
tax purposes (the “Grantor Trust”). Solely for tax purposes, the Class V Certificates shall represent undivided
beneficial interests in the Class V Specific Grantor Trust Assets and the RR Interest will represent an undivided beneficial
interest in the RR Interest Specific Grantor Trust Assets, respectively. As provided herein, the Certificate Administrator shall
take all actions expressly required hereunder to ensure that the portion of the Trust Fund consisting of the Grantor Trust maintains
its status as a grantor trust under federal income tax law and will not be treated as part of either Trust REMIC.


 


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


 


LOWER-TIER REMIC


 


The Lower-Tier REMIC
will hold the Mortgage Loans (exclusive of Excess Interest) and will issue the Class LA1, Class LASB, Class LA2,
Class LA3, Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG, Class LH
and LRR Uncertificated Interests (the “Lower-Tier Regular Interests”), which will be the “regular interests”
in the Lower-Tier REMIC. The Lower-Tier REMIC will also issue the uncertificated Class LR Interest, which is the sole Class
of “residual interests” in the Lower-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R
Certificates.


 


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


 






    


     


    

 


	Class
        Designation
	Interest
        Rate
	Original
        Lower-Tier

        Principal Amount 

	Class
    LA1	(1)	$     16,763,000
	Class
    LASB	(1)	$     26,123,000
	Class
    LA2	(1)	$   237,500,000
	Class
    LA3	(1)	$   534,851,000
	Class
    LAS	(1)	$   125,197,000
	Class
    LB	(1)	$     49,496,000
	Class
    LC	(1)	$     46,585,000
	Class
    LD	(1)	$     30,572,000
	Class
    LE	(1)	$     23,292,000
	Class
    LF	(1)	$     24,749,000
	Class
    LG	(1)	$     11,646,000
	Class
    LH	(1)	$     37,850,589
	Class
    LR	None(2)	       None
	LRR	(1)	$  61,296,031.03



 


 










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



 


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



 


UPPER-TIER REMIC


 


The Upper-Tier REMIC
will hold the Lower-Tier Regular Interests and will issue the Class A-1, Class A-SB, Class A-2, Class A-3, 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 and the RR Interest (exclusive of the portion of the RR Interest representing an interest in the
Grantor Trust), each of which will represent a “regular interest” in the Upper-Tier REMIC. Other than with respect
to the RR Interest, each regular interest that is represented by a Regular Certificate will have the same alphanumeric designation
and initial pass-through rate, principal balance and entitlements as such Regular Certificate, as described below under the caption
below “The Regular Certificates.”


 


The Upper-Tier REMIC
also will issue the uncertificated Class UR Interest, which will be the sole Class of “residual interests” in
the Upper-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates. The Class R Certificates
will not have a Certificate Balance or a Notional Amount, bear interest or be entitled to distributions of Prepayment Premiums
or Yield Maintenance Charges. Any Aggregate Available Funds remaining in the Upper Tier REMIC Distribution Account, after all required
distributions under this Agreement have been made to each Class of Regular Certificates will be deemed distributed to the Class
UR Interest and shall be payable to the Holders of the Class R Certificates.





 






    -2-


     


    

 


THE REGULAR CERTIFICATES


 


The following table (and
related paragraphs) sets forth the designation, the initial pass-through rate and the aggregate initial principal amount (the “Original
Certificate Balance”) or Notional Amount (the “Original Notional Amount”), as applicable, for each
Class of Regular Certificates that represents an Upper-Tier REMIC regular interest:


 


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

	Class
    A-1 Certificates	2.05600%	$16,763,000
	Class
    A-SB Certificates	2.92900%	$26,123,000
	Class
    A-2 Certificates	2.70700%	$237,500,000
	Class
    A-3 Certificates	2.96000%	$534,851,000
	Class
    X-A Certificates	0.76781%(1)	$815,237,000(2)
	Class
    X-B Certificates	0.30279%(1)	$174,693,000(2)
	Class
    X-D Certificates	1.13452%(1)	$53,864,000(2)
	Class
    X-F Certificates	0.82352%(1)	$24,749,000(2)
	Class
    X-G Certificates	0.82352%(1)	$11,646,000(2)
	Class
    X-H Certificates	0.82352%(1)	$37,850,589(2)
	Class
    A-S Certificates	3.28300%	$125,197,000
	Class
    B Certificates	3.45500%	$49,496,000
	Class
    C Certificates	3.63452%	$46,585,000
	Class
    D Certificates	2.50000%	$30,572,000
	Class
    E Certificates	2.50000%	$23,292,000
	Class
    F Certificates	2.81100%	$24,749,000
	Class
    G Certificates	2.81100%	$11,646,000
	Class
    H Certificates	2.81100%	$37,850,589
	RR
    Interest	None(3)	$61,296,031.03



 


 







		(1)	The
                                         Pass-Through Rates for the Class X-A, Class X-B, Class X-D, Class X-F,
                                         Class X-G and Class X-H Certificates will be calculated in accordance with the definition
                                         of “Class X-A Pass-Through Rate”, “Class X-B Pass-Through
                                         Rate”, “Class X-D Pass-Through Rate”, “Class X-F Pass-Through
                                         Rate”, “Class X-G Pass-Through Rate” and “Class X-H Pass-Through
                                         Rate”, respectively.



 


		(2)	None
                                         of the Class X-A, Class X-B, Class X-D, Class X-F, Class X-G or Class
                                         X-H Certificates will have a Certificate Balance; rather, such Classes will accrue interest
                                         as provided herein on the Class X-A Notional Amount, Class X-B Notional Amount,
                                         Class X-D Notional Amount, Class X-F Notional Amount, Class X-G Notional
                                         Amount or Class X-H Notional Amount, as applicable.



 


		(3)	The
                                         RR Interest will be entitled to interest on any Distribution Date equal to the Retained
                                         Certificate Interest Distribution Amount. It will also be entitled to amounts described
                                         below under the caption “The Grantor Trust”.



 


The foregoing structure
is intended to cause all of the cash from the Mortgage Loans to flow through to the Upper-Tier REMIC as cash flow on the Upper-Tier
REMIC regular interests, without creating any shortfall, actual or potential (other than for credit losses), to any REMIC regular
interests. To the extent that the structure is believed to diverge from such intention, the parties identifying such ambiguity
shall notify the other parties hereto and the parties involved will resolve such ambiguities to accomplish the intended result
and will to the extent necessary rectify any drafting errors or seek clarification to the structure without Certificateholder approval
(but with guidance of counsel) to accomplish such intention,


 



    -3-


     


    

 


including, to the extent necessary, making any amendments in accordance
with Section 13.01 of this Agreement.


 


THE GRANTOR TRUST


 


The Class V Certificates
and the RR Interest shall represent undivided beneficial interests in the Grantor Trust consisting of the Class V Specific Grantor
Trust Assets and the RR Interest Specific Grantor Trust Assets, respectively, as described herein. As provided herein, the Certificate
Administrator shall not take any actions that would (i) cause the Grantor Trust not to be classified as a trust, (ii) cause the
holders of the Class V Certificates and RR Interest not to be the owners of their designated portions of such trust or (iii) cause
the Grantor Trust to be treated as part of any Trust REMIC. The Class V Certificates will not have a Certificate Balance or
a Notional Amount, bear interest or be entitled to distributions of Prepayment Premiums or Yield Maintenance Charges.


 


As of the close of business
on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due
on or before such date, whether or not received, equal to $1,225,920,621.


 


WHOLE LOANS





	Whole Loan	Type	Non-Serviced PSA	Mortgage Loan	Companion Loan(s)
	55 Hudson Yards	Non-Serviced AB Whole Loan	Hudson Yards 2019-55HY Trust and Servicing Agreement	55 Hudson Yards Mortgage Loan	55 Hudson Yards Pari Passu Companion Loans and 55 Hudson Yards Subordinate Companion Loans
	Jackson Park	Non-Serviced AB Whole Loan	JAX 2019-LIC Trust and Servicing Agreement	Jackson Park Mortgage Loan	Jackson Park Pari Passu Companion Loans and Jackson Park Subordinate Companion Loans
	1412 Broadway	Serviced Whole Loan	N/A	1412 Broadway Mortgage Loan	1412 Broadway Pari Passu Companion Loans
	Parklawn Building	Non-Serviced Whole Loan	MSC 2019-L3 Pooling and Servicing Agreement	Parklawn Building Mortgage Loan	Parklawn Building Pari Passu Companion Loans
	Park Tower at Transbay	Non-Serviced Whole Loan	BANK 2019-BNK21 Pooling and Servicing Agreement	Park Tower at Transbay Mortgage Loan	Park Tower at Transbay Pari Passu Companion Loans
	Giant Anchored Portfolio	Non-Serviced Whole Loan	CGCMT 2019-C7 Pooling and Servicing Agreement	Giant Anchored Portfolio Mortgage Loan	Giant Anchored Portfolio Pari Passu Companion Loans
	ILPT Industrial Portfolio	Non-Serviced AB Whole Loan	MSC 2019-L3 Pooling and Servicing Agreement	ILPT Industrial Portfolio Mortgage Loan	ILPT Industrial Portfolio Pari Passu Companion Loans and ILPT Industrial Portfolio Subordinate Companion Loans


 






    -4-


     


    

 


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


 


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


 


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


 


Article I



DEFINITIONS


 


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


 


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


 


“1412 Broadway
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of December 19, 2019, by and between
the holders of the respective promissory notes evidencing the 1412 Broadway Whole Loan, relating to the relative rights of such
holders, as the same may be further amended in accordance with the terms thereof.


 


“1412 Broadway
Mortgage Loan”: With respect to the 1412 Broadway Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 3 on the Mortgage Loan Schedule), which is evidenced by promissory note A-1.


 


“1412 Broadway
Mortgaged Property”: The Mortgaged Property that secures the 1412 Broadway Whole Loan.


 


“1412 Broadway
Pari Passu Companion Loans”: With respect to the 1412 Broadway Whole Loan, the Companion Loans evidenced by the related
promissory notes A-2 and A-3 and made by the related Mortgagor and secured by the Mortgage on the 1412 Broadway Mortgaged Property.


 






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“1412 Broadway
Whole Loan”: The 1412 Broadway Mortgage Loan, together with the 1412 Broadway Pari Passu Companion Loans, each of which
is secured by the same Mortgage on the 1412 Broadway Mortgaged Property. References herein to the 1412 Broadway Whole Loan shall
be construed to refer to the aggregate indebtedness under the 1412 Broadway Mortgage Loan and the 1412 Broadway Pari Passu Companion
Loans.


 


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


 


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


 


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


 


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


 


“55 Hudson Yards
Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of November 21, 2019, by and between
the holders of the respective promissory notes evidencing the 55 Hudson Yards Whole Loan, relating to the relative rights of such
holders, as the same may be further amended in accordance with the terms thereof.


 


“55 Hudson Yards
Mortgage Loan”: With respect to the 55 Hudson Yards Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 1 on the Mortgage Loan Schedule), which is evidenced by promissory notes A-1-C5 and A-3-C5.


 


“55 Hudson Yards
Mortgaged Property”: The Mortgaged Property that secures the 55 Hudson Yards Whole Loan.


 


“55 Hudson Yards
Pari Passu Companion Loans”: With respect to the 55 Hudson Yards Whole Loan, the Companion Loans evidenced by the related
promissory notes A-1-S1, A-1-C1, A-1-S2, A-1-C2, A-1-S3, A-1-C3, A-1-C4, A-1-C6, A-1-C7, A-1-C8, A-2-S1, A-2-C1, A-2-S2, A-2-C2,
A-2-S3, A-2-C3, A-2-C4, A-2-C5, A-2-C6, A-2-C7, A-2-C8, A-3-S1, A-3-C1, A-3-S2, A-3-C2, A-3-S3, A-3-C3, A-3-C4, A-3-C6, A-3-C7
and A-3-C8 and made by the related Mortgagor and secured by the Mortgage on the 55 Hudson Yards Mortgaged Property.


 


“55 Hudson Yards
Subordinate Companion Loans”: With respect to the 55 Hudson Yards Whole Loan, the Companion Loan evidenced by the related
promissory note B-1, B-2 and B-3 and made by the related Mortgagor and secured by the Mortgage on the 55 Hudson Yards Mortgaged
Property.


 


“55 Hudson Yards
Whole Loan”: The 55 Hudson Yards Mortgage Loan, together with the 55 Hudson Yards Pari Passu Companion Loans and the
55 Hudson Yards Subordinate Companion Loans, each of which is secured by the same Mortgage on the 55 Hudson Yards Mortgaged Property.
References herein to the 55 Hudson Yards Whole Loan shall be construed to refer to the aggregate indebtedness under the 55 Hudson
Yards Mortgage Loan, the 55 Hudson Yards Pari Passu Companion Loans and the 55 Hudson Yards Subordinate Companion Loans.


 






    -6-


     


    

 


“AB Control
Appraisal Period”: With respect to a Serviced AB Whole Loan, a “Control Appraisal Period” or equivalent term
under the related AB Intercreditor Agreement.


 


“AB Intercreditor
Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and the holder of
the related Mortgage Loan and the holders of any related Pari Passu Companion Loans, relating to the relative rights of such holders
of the related AB Whole Loan, as the same may be further amended in accordance with the terms thereof. As of the Closing Date,
each of the 55 Hudson Yards Intercreditor Agreement, the Jackson Park Intercreditor Agreement and the ILPT Industrial Portfolio
Intercreditor Agreement is an AB Intercreditor Agreement.


 


“AB Major Decision”
With respect to a Serviced AB Whole Loan, a “major decision” or equivalent term under the related AB Intercreditor
Agreement.


 


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


 


“AB Mortgage
Loan”: One or more senior “A notes” that is part of an AB Whole Loan and which is a Mortgage Loan that is
part of the Trust Fund. As of the Closing Date, each of the 55 Hudson Yards Mortgage Loan, the Jackson Park Mortgage Loan and the
ILPT Industrial Portfolio Mortgage Loan is an AB Mortgage Loan.


 


“AB Mortgaged
Property”: The Mortgaged Property that secures the related AB Whole Loan. As of the Closing Date, each of the 55 Hudson
Yards Mortgaged Property, the Jackson Park Mortgaged Property and the ILPT Industrial Portfolio Mortgaged Property is an AB Mortgaged
Property.


 


“AB Subordinate
Companion Loan”: With respect to any AB Whole Loan, any related companion loan evidenced by the related promissory note
made by the related Mortgagor and secured by the Mortgage on the related AB Mortgaged Property, which is not included in the Trust
and which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in the related Mortgage Loan
documents and as provided in the related AB Intercreditor Agreement. As of the Closing Date, each of the 55 Hudson Yards Subordinate
Companion Loans, the Jackson Park Subordinate Companion Loans and the ILPT Industrial Portfolio Subordinate Companion Loans is
an AB Subordinate Companion Loan.


 


“AB Whole Loan”:
A Whole Loan that consists of a Mortgage Loan, any related companion loan that is pari passu in right of payment with such Mortgage
Loan and one or more related AB Subordinate Companion Loans. As of the Closing Date, each of the 55 Hudson Yards Whole Loan, the
Jackson Park Whole Loan and the ILPT Industrial Portfolio Whole Loan is an AB Whole Loan.


 






    -7-


     


    

 


“AB Whole Loan
Controlling Holder”: With respect to a Serviced AB Whole Loan, the “Controlling Holder”, “Controlling
Noteholder” or similarly defined party identified in the related AB Intercreditor Agreement.


 


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


 


“Acceptable
Insurance Default”: With respect to any Serviced Mortgage Loan or Serviced Whole Loan, a default under the related Mortgage
Loan documents arising by reason of (i) any failure on the part of the related Mortgagor to maintain with respect to the related
Mortgaged Property specific insurance coverage with respect to, or an all-risk casualty insurance policy that does not specifically
exclude, terrorist or similar acts, and/or (ii) any failure on the part of the related Mortgagor to maintain with respect
to the related Mortgaged Property insurance coverage with respect to damages or casualties caused by terrorist or similar acts
upon terms not materially less favorable than those in place as of the Closing Date, in each case as to which default the applicable
Master Servicer and the applicable Special Servicer may forbear taking any enforcement action, provided that the applicable
Master Servicer (with respect to a Non-Specially Serviced Loan) or the applicable Special Servicer (with respect to a Specially
Serviced Loan), as applicable, has determined, in its reasonable judgment, based on inquiry consistent with the Servicing Standard
(and (i) unless a Control Termination Event has occurred and is continuing, with the consent of the Directing Certificateholder
and (ii) with respect to a Specially Serviced Loan, after consultation with the Risk Retention Consultation Party pursuant to Section 6.08(a)
(in either case, other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)) (and after a Control
Termination Event has occurred and is continuing, but prior to the occurrence and continuance of a Consultation Termination Event,
after non-binding consultation with the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan, and prior to
any related AB Control Appraisal Period, with the consent of the related AB Whole Loan Controlling Holder to the extent required
under the related Intercreditor Agreement) as provided in Section 6.08) (other than with respect to any Mortgage Loan
that is an Excluded Loan as to such party)), that either (a) such insurance is not available at commercially reasonable rates
and that such hazards are not at the time commonly insured against for properties similar to the related Mortgaged Property and
located in or around the region in which such related Mortgaged Property is located, or (b) such insurance is not available
at any rate; provided, however, that the Directing Certificateholder (or, with respect to a Serviced AB Whole Loan,
the AB Whole Loan Controlling Holder prior to any AB Control Appraisal Period to the extent required under the related Intercreditor
Agreement) and the Risk Retention Consultation Party (if it has the right to consult pursuant to Section 6.08) will
not have more than thirty (30) Business Days to respond to the applicable Master Servicer’s or the applicable Special Servicer’s,
as applicable, request for such consent or consultation, as applicable; provided, further, that upon the applicable
Master Servicer’s or the applicable Special Servicer’s, as applicable, determination, consistent with the Servicing
Standard, that exigent circumstances do not allow the applicable Master Servicer or the applicable Special Servicer, as applicable,
to consult with the Directing Certificateholder, the Risk Retention Consultation Party or any applicable AB Whole Loan Controlling
Holder, as applicable, such Master Servicer or such Special Servicer, as applicable, is not required to do so. The applicable Master
Servicer (at its


 



    -8-


     


    

 


own expense) and the applicable Special Servicer (at the expense of the Trust Fund) shall be entitled to rely
on insurance consultants in making the determinations described above.


 


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


 


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


 


“Actual/360
Mortgage Loans”: The Mortgage Loans that accrue interest on an Actual/360 Basis; provided, that a Mortgage Loan that
accrues interest for a portion of the Mortgage Loan term on an Actual/360 Basis shall be an Actual/360 Mortgage Loan solely for
such portion of the Mortgage Loan term.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Administrative
Cost Rate”: As of any date of determination and with respect to each Mortgage Loan, a per annum rate equal to
the sum of the Servicing Fee Rate, the Certificate Administrator Fee Rate (which fee rate accounts for the Trustee Fee), the Operating
Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License
Fee Rate and, in the case of each Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate.


 


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


 


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


 






    -9-


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(ii)           
all unscheduled Principal Prepayments (together with any related payments of interest allocable to the period following
the related Due Date for the related Mortgage Loan), Liquidation Proceeds, Insurance and Condemnation Proceeds and other unscheduled
recoveries, in each case, received subsequent to the related Determination Date (or, with respect to voluntary Principal Prepayments
for each Mortgage Loan with a Due Date occurring after the related Determination Date, subsequent to the related Due Date) allocable
to the Mortgage Loans;


 


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


 






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


 


(v)           
all Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Excess Interest Certificates
and the RR Interest, as described in Section 4.01(j));


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Aggregate Gain-on-Sale
Entitlement Amount”: For each Distribution Date, the aggregate amount of (i) the sum of (a)(x) the aggregate portion
of the Interest Distribution Amount for each Class of Regular Certificates (other than the RR Interest) that would remain unpaid
as of the close of business on the Distribution Date, divided by (y) the Non-Retained Percentage, and (b)(x) the amount by which
the Principal Distribution Amount exceeds the aggregate amount that would actually be distributed on the Distribution Date in respect
of such Principal Distribution Amount, divided by (y) the Non-Retained Percentage, and (ii) any outstanding Realized Losses and
Retained Certificate Realized Losses outstanding immediately after such Distribution Date, in each case, to the extent such amounts
would occur on such Distribution Date or would be outstanding immediately after such Distribution Date, as applicable, without
the inclusion of the Gain-on-Sale Remittance Amount as part of the definition of Available Funds and the Retained Certificate Gain-on-Sale
Remittance Amount as part of the definition of Retained Certificate Available Funds.


 


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


 


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


 


“Allocated Appraisal
Reduction Amount”: With respect to any Appraisal Reduction Amount, an amount equal to the Non-Retained Percentage of
such Appraisal Reduction Amount.


 


“Allocated Collateral
Deficiency Amount”: With respect to any Collateral Deficiency Amount, the Non-Retained Percentage of such Collateral
Deficiency Amount.


 


“Allocated Cumulative
Appraisal Reduction Amount”: With respect to any Cumulative Appraisal Reduction Amount, the Non-Retained Percentage of
such Cumulative Appraisal Reduction Amount.


 






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


 


“Applicable
DBRS Permitted Investment Rating”: (A) in the case of such investments with 30 days or less, the short-term debt obligations
of which are rated at least “R-1 (middle)” or the long term obligations of which are rated at least “A”,
(B) in the case of such investments with 90 days or less but greater than 30 days, the short-term debt obligations of which are
rated at least “R-1 (middle)” or the long term obligations of which are rated at least “AA (low)”, (C)
in the case of such investments with 180 days or less but greater than 90 days, the short-term debt obligations of which are rated
at least “R-1 (high)” or the long term obligations of which are rated at least “AA”, and (D) in the case
of such investments with 365 days or less but greater than 180 days, the short term debt obligations of which are rated at least
“R-1 (high)” or the long term obligations of which are rated at least “AAA”, in the case of each of clauses
(A) through (D), if then rated by DBRS and, if not so rated, an equivalent or higher rating by two other NRSROs.


 


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


 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 


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


 


“Appraisal”:
An appraisal prepared by an appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged Property
is located and which satisfies the Interagency Appraisal and Evaluation Guidelines jointly issued by The Office of the Comptroller
of the Currency (OCC), the Board of Governors of the Federal Reserve System (FRB), the Federal Deposit Insurance Corporation (FDIC),
and the National Credit Union Administration (NCUA) relating to real estate appraisals and evaluations used to support real estate-related
financial transactions, as amended from time to time. Any Appraisal ordered by the applicable Master Servicer or applicable Special
Servicer shall be performed by an Independent MAI-designated appraiser.


 






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“Appraisal Reduction
Amount”: For any Distribution Date and for any Serviced Mortgage Loan or Serviced Whole Loan as to which any Appraisal
Reduction Event has occurred, will be an amount, calculated by the applicable Special Servicer (prior to the occurrence and continuance
of a Consultation Termination Event, in consultation with the Directing Certificateholder (except in the case of an Excluded Loan
with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class), and, after the occurrence
and during the continuance of a Control Termination Event, in consultation with the Directing Certificateholder (except with respect
to any such Excluded Loan) and the Operating Advisor and, after the occurrence and during the continuance of a Consultation Termination
Event, in consultation with the Operating Advisor), as of the first Determination Date that is at least ten (10) Business Days
following the later of (i) the date on which the applicable Special Servicer receives the related Appraisal (together with information
requested by the applicable Special Servicer from the applicable Master Servicer in accordance with Section 4.05 of
this Agreement that is in the possession of the applicable Master Servicer and reasonably necessary to calculate the Appraisal
Reduction Amount), or conducts a valuation as described below and (ii) the occurrence of such Appraisal Reduction Event, equal
to the excess of (a) the Stated Principal Balance of that Mortgage Loan or the Stated Principal Balance of the applicable
Serviced Whole Loan over (b) the excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged
Property as determined (1) by one or more Appraisals obtained by the applicable Special Servicer with respect to that Mortgage
Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may
be, with an outstanding principal balance equal to or in excess of $2,000,000 (the costs of which shall be paid by the applicable
Master Servicer as an Advance) or (2) by an internal valuation performed by the applicable Special Servicer (or at the applicable
Special Servicer’s election, by one or more MAI appraisals obtained by such Special Servicer) with respect to any Mortgage
Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan, as the case may
be, with an outstanding principal balance less than $2,000,000, minus, with respect to any Appraisals, such downward adjustments
as the applicable Special Servicer may make (without implying any obligation to do so) based upon its review of the Appraisals
and any other information it deems relevant; provided that, in the case of an NCB Co-op Mortgage Loan, such Appraised Value
shall be determined (i) except as provided in clause (ii) below, in the case of each Mortgaged Property, assuming
such Mortgaged Property is operated as a residential cooperative with such value, in general, to equal the sum of (x) the gross
share value of all cooperative units in such residential cooperative property (generally applying a discount for sponsor or investor
held units that are rent-regulated, rent-stabilized or rent-controlled units and in certain instances, for market rate units as
and if deemed appropriate by the appraiser), based in part on various comparable sales of cooperative apartment units in the market,
plus (y) the amount of the underlying debt encumbering such residential cooperative property and (ii) if the applicable Special
Servicer determines, in accordance with the Servicing Standard, that there is no reasonable expectation that the related Mortgaged
Property will be operated as a residential cooperative following any work-out or liquidation of the related Mortgage Loan, assuming
such Mortgaged Property is operated as a multifamily rental property; and (B) all escrows, letters of credit and reserves
in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, as of the date of calculation over (ii) the sum of,
as of the Due Date occurring in the month of the date of determination, (A) to the extent not previously advanced by the applicable
Master Servicer or the Trustee, all unpaid interest due on


 



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such Mortgage Loan or Serviced Whole Loan, as the case may be, at a
per annum rate equal to its Mortgage Rate (and, with respect to any Serviced AB Whole Loan, any accrued and unpaid interest
on the related AB Subordinate Companion Loan, as applicable), (B) all P&I Advances on the related Mortgage Loan and all
Servicing Advances on the related Mortgage Loan or Serviced Whole Loan, as applicable, not reimbursed from proceeds of such Mortgage
Loan or Serviced Whole Loan, as applicable, and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan or
Serviced Whole Loan, as applicable, and (C) all currently due and unpaid real estate taxes, assessments, insurance premiums,
ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized interest whether or
not then due and payable) with respect to such Mortgage Loan or Serviced Whole Loan, as the case may be (which taxes, premiums,
ground rents and other amounts have not been the subject of an Advance by the applicable Master Servicer, the applicable Special
Servicer or the Trustee, as applicable); provided, however, that without limiting the applicable Special Servicer’s
obligation to order and obtain such Appraisal or perform such valuation, if the applicable Special Servicer has not obtained an
Appraisal or performed such valuation, as applicable, referred to above within sixty (60) days of the Appraisal Reduction Event
(or with respect to the Appraisal Reduction Events set forth in clauses (i) and (vi) of the definition of Appraisal
Reduction Event, within one hundred twenty (120) days (in the case of clause (i)) or ninety (90) days or one hundred
twenty (120) days, as applicable (in case of clause (vi)) after the initial delinquency for the related Appraisal Reduction
Event), the Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of
the related Mortgage Loan or Serviced Whole Loan, as applicable, until such time as such appraisal or valuation referred to above
is received (together with information requested by the applicable Special Servicer from the applicable Master Servicer in accordance
with Section 4.05 of this Agreement reasonably necessary to calculate the Appraisal Reduction Amount) or performed
by the applicable Special Servicer and the Appraisal Reduction Amount is calculated by the applicable Special Servicer as of the
first Determination Date that is at least ten (10) Business Days after the later of (a) applicable Special Servicer’s receipt
of such Appraisal or the completion of the valuation and receipt of information from the Master Servicer in accordance with Section
4.05 of this Agreement reasonably necessary to calculate the Appraisal Reduction Amount and (b) the occurrence of such Appraisal
Reduction Event. Within sixty (60) days after the Appraisal Reduction Event, the applicable Special Servicer shall order and use
reasonable efforts to receive an Appraisal (the cost of which shall be paid by the applicable Master Servicer as a Servicing Advance);
provided, further, however, that with respect to an Appraisal Reduction Event as set forth in clause (i)
of the definition of Appraisal Reduction Event, the applicable Special Servicer shall order and use reasonable efforts to receive
such Appraisal within the one hundred twenty (120) day period set forth in such clause (i), and with respect to an
Appraisal Reduction Event as set forth in clause (vi) of the definition of Appraisal Reduction Event, the applicable
Special Servicer shall order and use reasonable efforts to receive such Appraisal within the ninety (90) day period or one hundred
twenty (120) day period, as applicable, set forth in such clause (vi); provided, further, however,
that in no event shall the applicable Special Servicer be required to order any such Appraisal prior to the conclusion of such
sixty (60), ninety (90) or one hundred twenty (120) day period, as applicable, and in each case, the related Appraisal shall be
promptly delivered in electronic format by the applicable Special Servicer to the applicable Master Servicer and the Directing
Certificateholder (but in the case of the Directing Certificateholder, only prior to the occurrence and continuance of a Consultation
Termination Event and other than


 



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with respect to any Excluded Loan with respect to the Directing Certificateholder), the Certificate
Administrator and the Trustee. In connection with any Appraisal Reduction Amount, the applicable Master Servicer shall provide
the applicable Special Servicer with the information as set forth in Section 4.05(c) within four (4) Business Days
of its receipt of any such request. No Master Servicer shall calculate Appraisal Reduction Amounts.


 


With respect to any Appraisal
Reduction Amount calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section 4.05(a),
the Appraised Value for the related Mortgaged Property determined in connection with clause (b)(i)(A)(1) or clause (b)(i)(A)(2)
of the first paragraph of this definition shall be determined on an “as-is” basis.


 


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


 


Any Appraisal Reduction
Amount in respect of a Non-Serviced Whole Loan and allocable to the related Non-Serviced Mortgage Loan shall be calculated by the
applicable party under, and in accordance with and pursuant to the terms of, the applicable Non-Serviced PSA and shall constitute
an “Appraisal Reduction Amount” under the terms of this Agreement with respect to such Non-Serviced Mortgage Loan and
the applicable Master Servicer, the applicable Special Servicer and the Certificate Administrator are entitled to conclusively
rely on such calculation.


 


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


 



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


 


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


 


“Appraised Value”:
(i) With respect to any Mortgaged Property (other than a Non-Serviced Mortgaged Property and a Mortgaged Property securing
an NCB Co-op Mortgage Loan), the appraised value thereof as determined by the most recent Appraisal of the Mortgaged Property securing
the related Mortgage Loan, Serviced Whole Loan, or Serviced AB Whole Loan, as applicable, (ii) with respect to each Mortgaged Property
securing an NCB Co-op Mortgage Loan, the Appraised Value thereof based upon the most recent Appraisal obtained or conducted, as
appropriate, pursuant to this Agreement and determined as if such property were operated as a residential cooperative (such “Appraised
Value” generally equals the sum of (x) the gross share value of all cooperative units in such residential cooperative property
(generally applying a discount for sponsor or investor held units that are rent-regulated, rent-stabilized or rent-controlled units
and in certain instances, for market rate units as and if deemed appropriate by the appraiser), based in part on various comparable
sales of cooperative apartment units in the market, plus (y) the amount of the underlying debt encumbering such residential cooperative
property) and (iii) with respect to a Non-Serviced Mortgaged Property, the appraised value allocable thereto, as determined pursuant
to the applicable Non-Serviced PSA.


 


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


 


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


 


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


 


“ARD Loan”:
Any Mortgage Loan that is identified on the Mortgage Loan Schedule as having an Anticipated Repayment Date and Revised Rate. As
of the Closing Date, the Mortgage Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as “Park
Tower at Transbay” is an ARD Loan.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Asset Review
Standard”: The performance by the Asset Representations Reviewer of its duties under this Agreement in good faith subject
to the express terms of this Agreement. 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 either (1) Mortgage Loans with an aggregate outstanding principal balance of 25.0% or more
of the aggregate outstanding principal balance of all of the Mortgage Loans (including any successor REO Loans) held by the Trust
as of the end of the applicable Collection Period are Delinquent Loans or (2)(A) prior to and including the second anniversary
of the Closing Date, at least 10 Mortgage Loans are Delinquent Loans as of the end of the applicable Collection Period and the
outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 15.0% of the aggregate outstanding
principal balance of all of the Mortgage Loans (including any successor REO Loans) held by the Trust as of the end of the applicable
Collection Period, or (B) after the second anniversary of the Closing Date, at least fifteen (15) Mortgage Loans are Delinquent
Loans as of the end of the applicable Collection Period and the outstanding principal balance of such Delinquent Loans in the aggregate
constitutes at least 20.0% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any successor
REO Loans) held by the Trust as of the end of the applicable Collection Period.


 






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


 


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


 


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


 


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


 


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


 


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


 


“Authenticating
Agent”: The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating
Agent pursuant to Section 5.02(a), in each case in its capacity as authenticating agent, or if any successor authenticating
agent is appointed pursuant to Section 5.02(a), such successor authenticating agent.


 


“Available Funds”:
With respect to any Distribution Date, an amount equal to the sum of (i) the Non-Retained Percentage of the Aggregate Available
Funds for such Distribution Date and (ii) the Gain-on-Sale Remittance Amount.


 


“Balloon Mortgage
Loan”: Any Mortgage Loan or Companion Loan that by its original terms or by virtue of any modification entered into as
of the Closing Date provides for


 



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an amortization schedule for such Mortgage Loan or Companion Loan extending beyond its Maturity
Date.


 


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


 


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


 


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


 


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


 


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


 


“Borrower-Related
Party”: As defined in Section 3.32.


 


“Borrower Party”:
A borrower, a Mortgagor, a manager of a Mortgaged Property, an Accelerated Mezzanine Loan Lender, or any Borrower Party Affiliate.
For the avoidance of doubt, with respect to an NCB Co-op Mortgage Loan, a person shall not be considered a “Borrower Party”
solely by reason of such person holding one or more cooperative unit loans that are secured by direct equity interests in the related
borrower or owning one or more residential cooperative units comprising the related Mortgaged Property as a result of any foreclosure,
transfer in lieu of foreclosure or other exercise of remedies with respect to any such unit loan(s).


 


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


 


“Breach”:
With respect to any Mortgage Loan, a breach of any representation or warranty with respect to such Mortgage Loan set forth in Section 4(b)
of the related Mortgage Loan Purchase Agreement.


 






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“Business Day”:
Any day other than a Saturday, a Sunday or a day on which banking institutions in California, Kansas, New York, North Carolina,
Pennsylvania or the city and state in which the Corporate Trust Office of the Trustee or the Certificate Administrator, or the
principal place of business or principal commercial mortgage loan servicing office of either Master Servicer or either Special
Servicer is located, or the New York Stock Exchange or the Federal Reserve System of the United States of America are authorized
or obligated by law or executive order to remain closed.


 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24, as executed and delivered by
the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent. For the avoidance of doubt, the
RR Interest shall be a Certificate.


 


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


 


“Certificate
Administrator Fee”: The fee to be paid to the Certificate Administrator as compensation for the Certificate Administrator’s
activities under this Agreement; provided that the Certificate Administrator Fee includes the Trustee Fee, and the Certificate
Administrator shall pay the Trustee Fee to the Trustee.


 


“Certificate
Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.00591%
per annum and the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated
on the related Mortgage Loan) or REO Loan (other than the portion of an REO Loan related to any Companion Loan) as of the preceding
Distribution Date. The Certificate Administrator Fee includes the Trustee Fee.


 


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


 


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


 


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


 



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Balance or Notional Amount, and the denominator of which is the related Original Certificate Balance.


 


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


 


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


 


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


 



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Depositor in determining
whether a Certificate is registered in the name of an Affiliate of such Person. All references herein to “Holders”
or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights
through the Depository and the Depository Participants, except as otherwise specified herein; provided, however,
that the parties hereto shall be required to recognize as a “Holder” or “Certificateholder” only the Person
in whose name a Certificate is registered in the Certificate Register. The Trustee shall be the Holder of the Lower-Tier Regular
Interests for the benefit of the Certificateholders.


 


“Certificateholder
Quorum”: The Holders of Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the
application of Realized Losses and, other than with respect to the termination of the Asset Representations Reviewer, the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Principal
Balance Certificates (other than the RR Interest) on an aggregate basis.


 


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


 


“Certification
Parties”: As defined in Section 11.06.


 


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


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


“CGCMT 2019-C7
Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of December 1, 2019, between Citigroup
Commercial Mortgage Securities Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC,
as special servicer, Citibank, N.A., as certificate administrator, Wilmington Trust, National Association, as trustee, and Pentalpha
Surveillance LLC, as operating advisor and asset representations reviewer.


 


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


 


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


 


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


 


“Class A-1
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.05600%.


 






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


 


“Class A-2
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.70700%.


 


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


 


“Class A-3
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.96000%.


 


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


 


“Class A-S
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i)
the Weighted Average Net Mortgage Rate for such Distribution Date and (ii) 3.28300%.


 


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


 


“Class A-SB
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.92900%.


 


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


 


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


 


“Class B
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser
of (i) the Weighted Average Net Mortgage Rate for such Distribution Date and (ii) 3.45500%.


 


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


 


“Class C
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Weighted Average
Net Mortgage Rate for such Distribution Date.


 






    -24-


     


    

 


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


 


“Class D
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.50000%.


 


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


 


“Class E
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.50000%.


 


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


 


“Class F
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.81100%.


 


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


 


“Class G
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 2.81100%.


 


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


 


“Class H
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser
of (i) the Weighted Average Net Mortgage Rate for such Distribution Date and (ii) 2.81100%.


 


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


 


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


 






    -25-


     


    

 


“Class R
Certificate”: A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-2
hereto, and evidencing the sole class of “residual interests” in each Trust REMIC for purposes of the REMIC Provisions.


 


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


 


“Class V
Certificate”: A Certificate designated as “Class V” on the face thereof in substantially the form set
forth in Exhibit A-3 and designated as a Class V Certificate, and evidencing undivided beneficial ownership of
the Class V Specific Grantor Trust Assets.


 


“Class V Specific
Grantor Trust Assets”: The portion of the Trust Fund consisting of a portion of any Excess Interest equal to the product
of (A) the Non-Retained Percentage and (B) the aggregate amount of Excess Interest received on or prior to the related Determination
Date, related amounts in the Excess Interest Distribution Account and the proceeds thereof, beneficial ownership of which is represented
by the Class V Certificates.


 


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


 


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


 


“Class X-A
Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class A Certificates
(other than the Class A-S Certificates).


 


“Class X-A
Pass-Through Rate”: The Pass-Through Rate for Class X-A Certificates for any Distribution Date will equal the excess,
if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted average
of the Pass-Through Rates on the Class A Certificates (other than the Class A-S Certificates) for such Distribution Date,
weighted on the basis of their respective Certificate Balances immediately prior to the Distribution Date. The Pass-Through Rate
applicable to the Class X-A Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary
Statement hereto.


 


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


 


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


 


“Class X-B
Pass-Through Rate”: The Pass-Through Rate for Class X-B Certificates for any Distribution Date will equal the excess,
if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted average
of the Pass-Through Rates of the Class A-S and Class B Certificates for such Distribution Date, weighted on the basis of their
respective aggregate Certificate Balances immediately prior to the Distribution


 



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Date. The Pass-Through Rate applicable to the Class X-B
Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


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


 


“Class X-D
Notional Amount”: As of any date of determination, the aggregate of the Certificate Balances of the Class D and Class E
Certificates.


 


“Class X-D
Pass-Through Rate”: The Pass-Through Rate for Class X-D Certificates for any Distribution Date will equal the excess,
if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the weighted average
of the Pass-Through Rates of the Class D and Class E Certificates for such Distribution Date, weighted on the basis of their respective
aggregate Certificate Balances immediately prior to the Distribution Date. The Pass-Through Rate applicable to the Class X-D
Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


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


 


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


 


“Class X-F
Pass-Through Rate”: The Pass-Through Rate for Class X-F Certificates for any Distribution Date will equal the excess,
if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate
of the Class F Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-F Certificates
for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


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


 


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


 


“Class X-G
Pass-Through Rate”: The Pass-Through Rate for Class X-G Certificates for any Distribution Date will equal the excess,
if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate
of the Class G Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-G Certificates
for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 






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


 


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


 


“Class X-H
Pass-Through Rate”: The Pass-Through Rate for Class X-H Certificates for any Distribution Date will equal the excess,
if any of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date, over (b) the Pass-Through Rate
of the Class H Certificates for such Distribution Date. The Pass-Through Rate applicable to the Class X-H Certificates
for the initial Distribution Date shall be the rate set forth in the Preliminary Statement hereto.


 


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


 


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


 


“Closing Date”:
December 19, 2019.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 


“Collateral
Deficiency Amount”: With respect to any AB Modified Loan as of any date of determination, shall be an amount, calculated
by the applicable Special Servicer (other than with respect to any Non-Serviced Mortgage Loan) or the applicable Master Servicer
(with respect to any Non-Serviced Mortgage Loan), equal to the excess of (i) the Stated Principal Balance of such AB Modified Loan
(taking into account the related junior note(s) and any pari passu notes included therein), over (ii) the sum of (in the
case of a Whole Loan, solely to the extent allocable to the subject Mortgage Loan) (x) the most recent Appraised Value for the
related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account in such Appraised
Value (or in the calculation of any related Appraisal Reduction Amount) 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 Mortgage Loan became (and as part of the modification related thereto) such AB Modified Loan for the benefit of
the related Mortgaged Property or Mortgaged Properties (provided that in the case of a Non-Serviced Mortgage Loan, the amounts
set forth in this clause (y) will be taken into account solely to the extent relevant information is received by the applicable
Master Servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause
(y) and solely to the extent not reflected or taken into account in the calculation of any related Appraisal Reduction Amount)
held by the lender in respect of such AB Modified Loan as of the date of such determination, which such excess, for the avoidance
of doubt, will be determined separately from and exclude any related Appraisal Reduction Amounts. The Certificate Administrator,
the Operating Advisor (except to


 



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the extent of its review of the related calculations pursuant to Section 3.26(e)) and the
applicable Master Servicer shall be entitled to conclusively rely on the applicable Special Servicer’s calculation or determination
of any Collateral Deficiency Amount with respect to a Serviced Mortgage Loan. The Certificate Administrator, the applicable Special
Servicer and the Operating Advisor shall be entitled to conclusively rely on the applicable Master Servicer’s calculation
of any Collateral Deficiency Amount with respect to a Non-Serviced Mortgage Loan


 


With respect to any Collateral
Deficiency Amount calculated for purposes of determining the existence and identity of the Controlling Class pursuant to Section 4.05(a),
the Appraised Value for the related Mortgaged Property determined in connection with this definition shall be determined on an
“as-is” basis.


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by each Master Servicer pursuant to Section 3.04(a)
on behalf of the Trustee for the benefit of the Certificateholders, which, with respect to the General Master Servicer, shall be
entitled “Wells Fargo Bank, National Association, as General Master Servicer, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series
2019-BNK24, Collection Account” and, with respect to the NCB Master Servicer, shall be entitled “National Cooperative
Bank, N.A., as NCB Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
holders of BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24, Collection Account”. Any such
account or accounts shall be an Eligible Account. Subject to the related Intercreditor Agreement and taking into account that each
Companion Loan is subordinate or pari passu, as applicable, to the related Serviced Mortgage Loan to the extent set forth
in the related Intercreditor Agreement, the subaccount described in the second paragraph of Section 3.04(b) that is
part of the applicable Collection Account shall be for the benefit of the related Serviced Companion Noteholders, to the extent
funds on deposit in such subaccount are attributed to such Companion Loans and shall not be an asset of the Trust, any Trust REMIC
or the Grantor Trust.


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion Distribution
Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying
Agent pursuant to Section 3.04(b) and held on behalf of the Serviced Companion Noteholders, which shall be entitled
“Wells Fargo Bank, National Association, as Companion Paying Agent, for the benefit of the Serviced Companion Noteholders
of the Serviced Companion Loans, relating to the BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24,
Companion Distribution Account”. The Companion Distribution Account shall not be an asset of the Trust, any Trust REMIC or
the Grantor Trust, but instead shall be held by the Companion


 



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Paying Agent on behalf of the Serviced Companion Noteholders. Any
such account shall be an Eligible Account. Notwithstanding the foregoing, if the General Master Servicer and the Companion Paying
Agent are the same entity, the Companion Distribution Account may be the subaccount referenced in the second paragraph of Section 3.04(b).


 


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


 


“Companion Loan(s)”:
The 55 Hudson Yards Pari Passu Companion Loans, the Jackson Park Pari Passu Companion Loans, the 1412 Broadway Pari Passu Companion
Loans, the Parklawn Building Pari Passu Companion Loans, the Park Tower at Transbay Pari Passu Companion Loans, the Giant Anchored
Portfolio Pari Passu Companion Loans, the ILPT Industrial Portfolio Pari Passu Companion Loans and any AB Subordinate Companion
Loan.


 


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


 


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


 


“Compensating
Interest Payments”: With respect to each Master Servicer, an aggregate amount as of any Distribution Date equal to the
lesser of (i) the aggregate amount of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments
received in respect of the Mortgage Loans (other than Non-Serviced Mortgage Loans) for which such Master Servicer is acting as
Master Servicer and any related Serviced Pari Passu Companion Loans (in each case other than any Specially Serviced Loan or any
Mortgage Loan or related Serviced Pari Passu Companion Loan on which the applicable 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 such Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Serviced Mortgage Loan,
Serviced Pari Passu Companion Loan and REO Loan for which such Master Servicer is acting as Master Servicer for which Servicing
Fees are being paid to such Master Servicer in such Collection Period, calculated at a rate of 0.00250% per annum, (B) all
Prepayment Interest Excesses received by such Master Servicer during such Collection Period with respect to the Mortgage Loans
(other than the Non-Serviced Mortgage Loans) (and, so long as a Serviced Whole Loan is serviced hereunder, any related Serviced
Pari Passu Companion Loan) for which such Master Servicer is acting as Master Servicer subject to such prepayment and (C) to
the extent earned on voluntary principal prepayments, net investment earnings payable to such Master Servicer for such Collection
Period received by such Master Servicer during such Collection Period with respect to the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) for which such Master Servicer is acting as Master Servicer or any related Serviced Pari Passu Companion Loan,
as applicable, subject to such prepayment. In no event will the rights of the Certificateholders to the offset of the aggregate
Prepayment Interest Shortfalls be cumulative. However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan
as a result of the applicable Master Servicer’s allowing the related Mortgagor to deviate (a “Prohibited Prepayment”)
from the terms of the related Mortgage Loan documents regarding Principal Prepayments (other than (V) a Non-Serviced Mortgage
Loan, (W) subsequent to a default under


 



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the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced
Loan, (X) pursuant to applicable law or a court order or otherwise in such circumstances where the applicable Master Servicer
is required to accept such Principal Prepayment in accordance with the Servicing Standard, (Y)(i) at the request or with the
consent of the applicable Special Servicer or, (ii) for so long as no Control Termination Event has occurred and is continuing
and, other than with respect to an Excluded Loan as to the Directing Certificateholder or the Holder of the majority of the Controlling
Class, at the request or with the consent of the Directing Certificateholder, or (Z) in connection with the payment of any
Insurance and Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for the related Distribution
Date, such Master Servicer shall pay, without regard to clause (ii) above, the aggregate amount of Prepayment Interest
Shortfalls with respect to such Mortgage Loan, otherwise described in clause (i) above in connection with such Prohibited
Prepayments. No Master Servicer shall be required to make any Compensating Interest Payment as a result of any prepayments on Mortgage
Loans or Companion Loans for which it does not act as Master Servicer or on any AB Subordinate Companion Loan.


 


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


 


“Consultation
Termination Event”: At any date at which (i) no Class of Control Eligible Certificates exists where such Class’s
aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without
regard to the application of any Cumulative Appraisal Reduction Amounts or (ii) a Holder of a majority of the Class F Certificates
is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights
of the Controlling Class Certificateholder, and such rights have not been reinstated to a successor controlling class certificateholder
pursuant to Section 3.23(l); provided that no Consultation Termination Event resulting solely from the operation
of clause (ii) shall be deemed to have existed or be in continuance with respect to a successor majority Holder of
Class F Certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder;
provided, that no Consultation Termination Event may occur with respect to a Loan-Specific Directing Certificateholder related
to a Servicing Shift Whole Loan and the term “Consultation Termination Event” shall not be applicable to a Loan-Specific
Directing Certificateholder related to such Servicing Shift Whole Loan; provided, further, that a Consultation Termination
Event shall be deemed not continuing in the event that the Certificate Balances of the Principal Balance Certificates other than
the Control Eligible Certificates and the RR Interest have been reduced to zero as a result of the allocation of principal payments
on the Mortgage Loans.


 


“Consumer Price
Index for All Urban Consumers”: The “Consumer Price Index for All Urban Consumers” as published by the U.S.
Department of Labor.


 


“Control Eligible
Certificates”: Any of the Class F, Class G or Class H Certificates.


 






    -31-


     


    

 


“Control Termination
Event”: The occurrence of (i) the Certificate Balance of the Class F Certificates (taking into account the application
of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a))
being reduced to less than 25% of the Original Certificate Balance of such Class or (ii) a Holder of the Class F Certificates
becoming the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of
the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling class
certificateholder pursuant to Section 3.23(l); provided, that no Control Termination Event may occur with respect
to a Loan-Specific Directing Certificateholder related to a Servicing Shift Whole Loan and the term “Control Termination
Event” shall not be applicable to a Loan-Specific Directing Certificateholder related to such Servicing Shift Whole Loan;
provided, further, that a Control Termination Event shall be deemed not continuing in the event that the Certificate
Balances of the Principal Balance Certificates other than the Control Eligible Certificates and the RR Interest have been reduced
to zero as a result of the allocation of principal payments on the Mortgage Loans.


 


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


 


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


 


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


 


“Corporate Trust
Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular
time its corporate trust business with respect to this Agreement shall be administered, which office at the date of the execution
of this Agreement is located (i) with respect to Certificate transfers and surrenders, at 600 South 4th Street, 7th Floor,
MAC N9300-070, Minneapolis, Minnesota 55479; (ii) with respect to the Trustee at 1100 North Market Street, Wilmington, Delaware
19890, Attention: CMBS Trustee BANK 2019-BNK24; and (iii) for all other purposes, to the Certificate Administrator at 9062


 



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Old
Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS), BANK 2019-BNK24.


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report” format
substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the
presentation of



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such information as may be approved from time to time by the CREFC® for commercial mortgage securities
transactions generally.


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to each Mortgage Loan and REO Loan, a rate equal to 0.00050%
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


 



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Shortfall Reconciliation Template” available and effective from time
to time on the CREFC® Website.


 


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time as the
“CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor Reporting
Package contains eight (8) electronic files ((1) CREFC® Loan Setup File, (2) CREFC® Loan
Periodic Update File, (3) CREFC® Property File, (4) CREFC® Bond Level File, (5) CREFC®
Collateral Summary File, (6) CREFC® Financial File, (7) CREFC® Special Servicer Loan File
and (8) CREFC® Schedule AL File (with respect to the General Master Servicer)) and eleven (11) surveillance
reports ((1) CREFC® Servicer Watch List, (2) CREFC® Delinquent Loan Status Report, (3) CREFC®
REO Status Report, (4) CREFC® Comparative Financial Status Report, (5) CREFC® Historical
Loan Modification/Forbearance and Corrected Mortgage Loan Report, (6) CREFC® Operating Statement Analysis Report,
(7) CREFC® Servicer Remittance to Certificate Administrator, (8) CREFC® Significant Insurance
Event Report, (9) CREFC® NOI Adjustment Worksheet, (10) CREFC® Loan Level Reserve/LOC Report
and (11) with respect to Mortgage Loans that have a Companion Loan, as applicable, the CREFC® Total Loan Report).
In addition, the CREFC® Investor Reporting Package shall include the CREFC® Advance Recovery Report.
In addition, the CREFC® Investor Reporting Package shall include the following nine (9) templates: (1) CREFC®
Appraisal Reduction Template, (2) CREFC® Servicer Realized Loss Template, (3) CREFC® Reconciliation
of Funds Template, (4) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (5) CREFC®
Historical Liquidation Loss Template, (6) CREFC® Interest Shortfall Reconciliation Template, (7) CREFC®
Loan Modification Report, (8) CREFC® Loan Liquidation Report and (9) CREFC® REO Liquidation
Report. The CREFC® Investor Reporting Package shall be substantially in the form of, and containing the information
called for in, the downloadable forms of the “CREFC® IRP” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information or reports as may
from time to time be approved by the CREFC® for CMBS transactions generally. For the purposes of the production
of the CREFC® Comparative Financial Status Report by the applicable Master Servicer or the applicable Special Servicer
of any such report that is required to state information for any period prior to the Cut-off Date, the applicable Master Servicer
or the applicable Special Servicer, as the case may be, may conclusively rely (without independent verification), absent manifest
error, on information provided to it by the Mortgage Loan Sellers or by the related Mortgagor or (x) in the case of such a
report produced by either Master Servicer, by the applicable Special Servicer (if other than such Master Servicer or an Affiliate
thereof) and (y) in the case of such a report produced by either Special Servicer, by the applicable Master Servicer (if other
than such Special Servicer or an Affiliate thereof).


 


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


 


“CREFC®
Loan Level Reserve/LOC Report”: The monthly report in the “CREFC® Loan Level Reserve/LOC Report”
format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form
for the presentation


 



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of such information as may be approved from time to time by the CREFC® for commercial mortgage
securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage securities transactions generally.


 


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


 


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


 


“CREFC®
Schedule AL File”: The data file in the “Schedule AL File” format substantially in the form of and
containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information
as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally; provided
that the Depositor has confirmed in writing to each Master Servicer and the Certificate Administrator that any change to such “Schedule
AL File” format complies with the requirements of Item 1125 of Regulation AB.


 


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


 


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


 


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


 


“CREFC®
Significant Insurance Event Report”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Significant Insurance Event Report” available and effective from time to time on
the CREFC® Website.


 


“CREFC®
Special Servicer Loan File”: The data file in the “CREFC® Special Servicer Loan File” format
substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the
presentation of such information as


 



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


 


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


 


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


 


“Cross-Over
Date”: The Distribution Date on which the Certificate Balances of the Subordinate Certificates have all previously been
reduced to zero as a result of the allocation of Realized Losses to such Certificates.


 


“Crossed Mortgage
Loan Group”: With respect to (i) any mortgage loan that consists of more than one commercial mortgage loan, the
underlying group of loans that are cross-collateralized and cross-defaulted with each other and (ii) any two (2) or more individual
mortgage loans that are cross-collateralized and cross-defaulted with each other, such cross-collateralized and cross-defaulted
mortgage loans. There is no Crossed Mortgage Loan Group related to the Trust.


 


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


 


“Crossed Underlying
Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of the
Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed Mortgage Loan
Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying Loans” and
the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining
Crossed Underlying Loans”) (i) the debt service coverage ratio for all the remaining Crossed Underlying Loans for the
four (4) most recently reported calendar quarters preceding the repurchase or substitution shall not be less than the least of
(a)  the debt service coverage ratio for the Crossed Mortgage Loan Group (including the affected Crossed Underlying Loan(s))
set forth in Annex A-1 to the Prospectus, (b) the debt service coverage ratio for the Crossed Mortgage Loan Group (including
the affected Crossed Underlying Loan(s)) for the four (4) preceding calendar quarters preceding the repurchase or replacement and
(c) 1.25x, (ii) the loan-to-value ratio for all the remaining Crossed Underlying Loans determined at the time of repurchase
or substitution based upon an Appraisal obtained by the applicable Special Servicer at the expense of the related Mortgage Loan
Seller shall not be greater than the greatest of (a) the loan-to-value ratio, expressed as a whole number percentage (taken
to one (1) decimal place), for the entire Crossed Mortgage Loan Group, (including the affected Crossed Underlying Loan(s)) set
forth in Annex A-1 to the


 



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Prospectus, (b) the loan-to-value ratio, expressed as a whole number percentage (taken to one (1)
decimal place), for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s) at the time
of repurchase or substitution, and (c) 75%, (iii) the related Mortgage Loan Seller, at its expense, shall have furnished
the Trustee and the Certificate Administrator with an Opinion of Counsel that any modification relating to the repurchase or substitution
of a Crossed Underlying Loan shall not cause an Adverse REMIC Event, (iv) the related Mortgage Loan Seller causes the affected
Crossed Underlying Loan to become not cross-collateralized and cross-defaulted with the remaining related Crossed Underlying Loans
prior to such repurchase or substitution or otherwise forbears from exercising enforcement rights against the Primary Collateral
for any Crossed Underlying Loan(s) remaining in the Trust (while the Trust forbears from exercising enforcement rights against
the Primary Collateral for the Mortgage Loan removed from the Trust) and (v) (other than with respect to any Mortgage Loan
that is an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class)
unless a Control Termination Event has occurred and is continuing, the Directing Certificateholder shall have consented to the
repurchase or substitution of the affected Crossed Underlying Loan, which consent shall not be unreasonably withheld, conditioned
or delayed.


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination for any Mortgage 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 applicable
Master Servicer and the Certificate Administrator shall be entitled to conclusively rely on the applicable Special Servicer’s
calculation or determination of any Cumulative Appraisal Reduction Amount with respect to a Serviced Mortgage Loan. With respect
to a Non-Serviced Mortgage Loan the applicable Special Servicer, the applicable Master Servicer and the Certificate Administrator
shall be entitled to conclusively rely on the applicable Non-Serviced Special Servicer’s calculation or determination of
any Appraisal Reduction Amount with respect to such Non-Serviced Mortgage Loan, and the applicable Special Servicer and the Certificate
Administrator shall be entitled to conclusively rely on the applicable Master Servicer’s calculation or determination of
any Collateral Deficiency Amount with respect to such Non-Serviced Mortgage Loan.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Defaulted Loan”:
A Serviced Mortgage Loan or a Serviced Whole Loan (i) that is delinquent at least sixty (60) days in respect of its Periodic
Payments (other than a Balloon Payment) or in respect of its Balloon Payment, if any; provided that in respect of a Balloon
Payment, such period will be one hundred-twenty (120) days if the related Mortgagor has provided the applicable Master Servicer
or Special Servicer with a written and fully executed (subject only to customary final closing conditions) refinancing commitment
(or if refinancing commitments are not then customarily issued by commercial mortgage lenders, such written, executed and binding
alternative documentation as is customarily used by commercial real estate lenders for such purpose) or purchase and sale agreement
from an acceptable lender or purchaser, as applicable, and reasonably satisfactory in form and substance to the applicable Master
Servicer or Special Servicer (and the applicable Master Servicer and Special Servicer shall promptly forward such documentation
to the Directing Certificateholder); and, in either case, such delinquency is to be determined without giving effect to any Grace
Period permitted by the related Mortgage or Mortgage Note and without regard to any acceleration of payments under the related
Mortgage and Mortgage Note or (ii) as to which the applicable Special Servicer has, by written notice to the related Mortgagor,
accelerated the maturity of the indebtedness evidenced by the related Mortgage Note. For the avoidance of doubt, a defaulted Companion
Loan does not constitute a “Defaulted Loan”.


 


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


 


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


 


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


 



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


 


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


 


“Definitive
Certificate”: Any Certificate in definitive, fully registered form without interest coupons. Initially, the Class R
Certificates, the Class V Certificates, the RR Interest and any Certificate issued pursuant to Section 5.02(c) and
Section 5.02(d) shall be Definitive Certificates. For the avoidance of doubt, any RR Interest shall at all times during
the RR Interest Transfer Restriction Period be a Definitive Certificate.


 


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


 


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


 


“Depositor”:
Banc of America Merrill Lynch Commercial Mortgage Inc., a Delaware corporation, or its successor in interest.


 


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


 


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


 


“Designated
Site”: The website to which Diligence Files are uploaded as designated by the Depositor to the Mortgage Loan Sellers.


 


“Determination
Date”: With respect to any Distribution Date, the eleventh (11th) day of each calendar month (or, if
the eleventh (11th) calendar day of that month is not a Business Day, then the next Business Day), commencing in
January 2020.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


(x)           
other than with respect to the Mortgage Loans secured by residential cooperative properties, any property management agreement
relating to a Mortgage Loan or a Serviced Whole Loan;


 


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


 


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


 


(xiii)        
any related mezzanine intercreditor agreement;


 


(xiv)        
all related environmental reports; and


 


(xv)         
all related environmental insurance policies;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(k)          
a copy of all zoning reports;


 


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


 


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


 


(n)          
a copy of all UCC searches;


 


(o)          
a copy of all litigation searches;


 


(p)          
a copy of all bankruptcy searches;


 


(q)          
a copy of any origination settlement statement;


 


(r)           
a copy of the Insurance Summary Report;


 


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


 


(t)           
a copy of all escrow statements related to the escrow account balances as of the Mortgage Loan origination date;


 


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


 


(v)          
a copy of any closure letter (environmental); and


 


(w)         
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 included 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 document is inapplicable to the origination of a Mortgage
Loan of that structure or type), the Diligence File shall include a statement to that effect. No information that is proprietary
to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications shall constitute
part of the Diligence File. It is generally not required to include any of the same items identified above again if such items
have already been included under another clause of the definition of Diligence File, and the Diligence File shall include a statement
to that effect. The Mortgage Loan Seller may, without any obligation to do so, include such other documents as part of the Diligence
File that such Mortgage Loan Seller believes should be


 



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included to enable the Asset Representations Reviewer to perform the Asset
Review on such Mortgage Loan; provided that such documents are clearly labeled and identified.


 


“Directing Certificateholder”:
(A) With respect to a Servicing Shift Mortgage Loan, the Directing Certificateholder shall be the related Loan-Specific Directing
Certificateholder, and (B) with respect to each Mortgage Loan (other than a Servicing Shift Mortgage Loan), the initial Directing
Certificateholder shall be Eightfold Real Estate Capital, L.P. Thereafter, with respect to the Mortgage Loans described in clause (B)
of the first sentence of this definition, the Directing Certificateholder shall be the Controlling Class Certificateholder (or
a representative thereof) selected by more than 50% of the Controlling Class Certificateholders (by Certificate Balance, as determined
by the Certificate Registrar) from time to time; provided, that (i) absent that selection, or (ii) until a Directing
Certificateholder is so selected or (iii) upon receipt of a notice from a majority of the Controlling Class Certificateholders,
by Certificate Balance, that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that
owns the largest aggregate Certificate Balance of the Controlling Class (or a representative thereof) will be the Directing Certificateholder;
provided, that, in the case of this clause (iii), in the event that no one Holder owns the largest aggregate
Certificate Balance of the Controlling Class, then there will be no Directing Certificateholder until appointed in accordance with
the terms of this Agreement. After the occurrence and during the continuance of a Control Termination Event, the Directing Certificateholder
with respect to the Mortgage Loans described in clause (B) of the first sentence of this definition shall only retain its
consultation rights to the extent specifically provided for herein. After the occurrence of a Consultation Termination Event, there
will be no Directing Certificateholder with respect to the Mortgage Loans described in clause (B) of the first sentence of
this definition. The Depositor shall promptly provide the name and contact information for the initial Directing Certificateholder
upon request of any party to this Agreement and any such requesting party may conclusively rely on the name and contact information
provided by the Depositor. In the event the Controlling Class Certificateholder has elected to irrevocably waive its right to appoint
a Directing Certificateholder with respect to the Mortgage Loans described in clause (B) of the first sentence of this definition,
or to exercise any of the rights of the Controlling Class Certificateholder, there will be no Directing Certificateholder with
respect to the Mortgage Loans described in clause (B) of the first sentence of this definition and no party will be entitled
to exercise any of the rights of such Directing Certificateholder until such time as a Controlling Class Certificateholder is reinstated
pursuant to Section 3.23(l) and a new Directing Certificateholder with respect to the Mortgage Loans described in clause (B)
of the first sentence of this definition is appointed in accordance with the terms hereof. The Certificate Administrator and the
other parties hereto shall be entitled to assume that the identity of the Directing Certificateholder has not changed until such
parties receive written notice of a replacement of the Directing Certificateholder from a party holding the requisite interest
in the Controlling Class (as confirmed by the Certificate Registrar), or the resignation of the then-current Directing Certificateholder.
As used herein, the term “Directing Certificateholder,” unless used in relation to a Servicing Shift Mortgage Loan,
means the entity determined pursuant to clause (B) of the first sentence of this definition.


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Disqualified
Organization”: Any of (i) the United States, any State or political subdivision thereof, any possession of the United
States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of
its activities are


 



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


 


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


 


“Distribution
Date”: The fourth (4th) Business Day following each Determination Date, beginning in January 2020. The initial Distribution
Date shall be January 17, 2020.


 


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


 


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


 


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


 


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


 


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


 



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set forth in the related Mortgage
Note on which each Periodic Payment on such Mortgage Loan or Companion Loan, as applicable, had been scheduled to be first due,
and (iii) any REO Loan, the day of the month set forth in the related Mortgage Note on which each Periodic Payment on the
related Mortgage Loan or Companion Loan, as applicable, had been scheduled to be first due.


 


“EDGAR”:
As defined in Section 11.03.


 


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


 


“Eligible Account”:
Any of the following: (i) a segregated account or accounts maintained with a federal or state chartered depository institution
or trust company (including the Trustee or the Certificate Administrator), (A) the long-term deposit rating or long-term unsecured
debt obligations or deposits of which are rated at least “A2” by Moody’s and “BBB+” by S&P, if
the deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations or deposits of which
have a short-term rating of not less than “P-1” from Moody’s and “A-1” from S&P (or “A-2”
from S&P so long as the long-term unsecured debt obligations of such depository institution or trust company are rated no less
than “BBB” by S&P), if the deposits are to be held in such account for less than thirty (30) days and (B) the
long-term unsecured debt obligations or deposits of which are rated at least “A” by Fitch (to the extent rated by Fitch),
if the deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations or deposits of
which have a short-term rating of not less than “F1” from Fitch (to the extent rated by Fitch), if the deposits are
to be held in such account for less than thirty (30) days; (ii) an account or accounts maintained with Wells Fargo Bank, National
Association so long as Wells Fargo Bank, National Association’s long-term unsecured debt rating shall be at least “A2”
from Moody’s, “BBB” from S&P and “A-” from Fitch (to the extent rated by Fitch) (if the deposits
are to be held in the account for more than thirty (30) days) or Wells Fargo Bank, National Association’s short-term deposit
or short-term unsecured debt rating shall be at least “P-1” from Moody’s, “A-1” from S&P (or
“A-2” from S&P so long as the long-term unsecured debt obligations or deposits of such depository institution or
trust company are rated no less than “BBB” by S&P) and “F2” from Fitch (to the extent rated by Fitch)
(if the deposits are to be held in the account for thirty (30) days or less); (iii) an account or accounts maintained with PNC
Bank, National Association so long as PNC Bank, National Association’s long-term unsecured debt or deposit rating shall be
at least “A2” from Moody’s, “BBB” from S&P and “A” from Fitch (to the extent rated
by Fitch) (if the deposits are to be held in the account for more than thirty (30) days) or PNC Bank, National Association’s
short term deposit or short term unsecured debt rating shall be at least “P-1” from Moody’s, “A-1”
from S&P (or “A-2” from S&P so long as the long-term unsecured debt obligations or deposits of such depository
institution or trust company are rated no less than “BBB” by S&P) and “F1” from Fitch (to the extent
rated by Fitch) (if the deposits are to be held in the account for thirty (30) days or less); (iv) such other account or accounts
that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in
clause (i) or (iii) above, with respect to which a Rating Agency Confirmation has been obtained from each
Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with


 



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respect to such account, which
account may be an account maintained by or with the Certificate Administrator, the Trustee, either Master Servicer or either Special
Servicer; (v) any other account or accounts not listed in clause (i) or (iii) above with respect to
which a Rating Agency Confirmation has been obtained from each and every Rating Agency and a confirmation of the applicable rating
agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced
Companion Loan Securities, if any (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
which account may be an account maintained by or with the Certificate Administrator, the Trustee, either Master Servicer or either
Special Servicer; (vi) a segregated trust account or accounts maintained with the corporate trust department of a federal
or state chartered depository institution or trust company that has a long-term unsecured debt rating of at least “A2”
from Moody’s (if the deposits are to be held in the account for more than thirty (30) days) or a short-term unsecured debt
rating of at least “P-1” from Moody’s (if the deposits are to be held in the account for thirty (30) days or
less) and that, in either case, has corporate trust powers, acting in its fiduciary capacity, provided that any state chartered
depository institution or trust company is subject to regulation regarding fiduciary funds substantially similar to 12 C.F.R. § 9.10(b);
or (vii) in the case of Servicing Accounts or reserve accounts with respect to NCB Mortgage Loans with respect to amounts posted
with the lender for Escrow Payments, repairs, replacements, capital improvements and/or environmental testing and remediation with
respect to the related Mortgaged Property, for ongoing or threatened litigation or for any unit maintenance or rent receivables
or negative carry, any account maintained with NCB (provided that, if such account is not otherwise an Eligible Account, NCB has
a combined capital and surplus of at least $40,000,000). Eligible Accounts may bear interest. No Eligible Account shall be evidenced
by a certificate of deposit, passbook or other similar instrument.


 


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


 



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any securities backed by a Companion Loan or otherwise have any
financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Asset
Representations Reviewer (or as Operating Advisor, if applicable).


 


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


 


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


 


“Enforcing Servicer”:
(a) With respect to a Specially Serviced Loan, the applicable Special Servicer, and (b) with respect to a Non-Specially Serviced
Loan, (i) in the case of a Repurchase Request made by a Special Servicer, the Directing Certificateholder or a Controlling
Class Certificateholder, the applicable Master Servicer, and (ii) in the case of a Repurchase Request made by any Person other
than a Special Servicer, the Directing Certificateholder or a Controlling Class Certificateholder, (A) prior to a Resolution
Failure relating to such Non-Specially Serviced Loan, the applicable Master Servicer, and (B) from and after a Resolution
Failure relating to such Non-Specially Serviced Loan, such Special Servicer, in each case pursuant to Section 2.03(k)(iv).


 


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


 


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


 






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


 


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


 


“ERISA Restricted
Certificate”: Any Certificate (other than a Class R or Class V Certificate) that does not meet the requirements
of Prohibited Transaction Exemption 96-22 (as such exemption may be amended from time to time) as of the date of the acquisition
of such Certificate by a Plan. As of the Closing Date, each of the Class X-G, Class X-H, Class F, Class G and Class H Certificates
and the RR Interest is an ERISA Restricted Certificate.


 


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


 


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


 


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


 


“Excess Interest
Certificates”: Any Class of commercial mortgage pass-through certificates issued under this Agreement that are designated
as evidencing an interest in the Excess Interest Grantor Trust Assets. The Class V Certificates shall be Excess Interest Certificates.


 


“Excess
Interest Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts
(or as a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(c), which
shall be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of BANK 2019-BNK24, Commercial Mortgage Pass-Through
Certificates, Series 2019-BNK24, Class V Certificates and the RR Interest, Excess Interest Distribution Account”, and which
must be an Eligible Account (or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely
for the benefit of the Holders of the RR Interest and the Excess Interest Certificates.
The Excess Interest Distribution Account shall not be an asset of either Trust REMIC, but rather shall be an asset of the Grantor
Trust. 


 


“Excess
Interest Grantor Trust Assets”: The portion of the Trust Fund consisting of the Excess Interest, the Excess Interest
Distribution Account and the proceeds thereof.


 


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


 



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


 


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


 


“Excess Prepayment
Interest Shortfall”: For any Distribution Date, the Non-Retained Percentage of the Aggregate Excess Prepayment Interest
Shortfall for such Distribution Date.


 


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


 


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


 


“Excluded Controlling
Class Holder”: With respect to any Excluded Controlling Class Loan, the Directing Certificateholder or any Controlling
Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class Loan. Promptly
upon obtaining actual knowledge of the Directing Certificateholder or any Controlling Class Certificateholder becoming an “Excluded
Controlling Class Holder”, the Directing Certificateholder or Controlling Class Certificateholder, as applicable, shall provide
notice in the form of Exhibit P-1E hereto to the applicable Master Servicer, the applicable Special Servicer, the Operating
Advisor, the Trustee and the Certificate Administrator, which notice shall be physically delivered in accordance with Section 13.05
of this Agreement and shall specifically


 



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identify the Excluded Controlling Class Holder and the subject Excluded Controlling Class
Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially
in the form of Exhibit P-1F hereto, which notice shall provide each of the CTSLink User ID associated with such Excluded
Controlling Class Holder, and which notice shall direct the Certificate Administrator to restrict such Excluded Controlling Class
Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this Agreement. As of the
Closing Date, there are no Excluded Controlling Class Holders related to the Trust.


 


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


 


“Excluded Information”:
With respect to any Excluded Controlling Class Loan, any information solely related to such Excluded Controlling Class Loan, which
shall include any Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports related to Specially
Serviced Loans prepared by the applicable Special Servicer or any Excluded Special Servicer and which may include any Operating
Advisor reports delivered to the Certificate Administrator regarding a Special Servicer’s net present value determination
or any Appraisal Reduction Amount calculations delivered pursuant to Section 3.26(d) and Section 3.26(e),
and any Officer’s Certificates delivered by the Trustee, the applicable Master Servicer or the applicable Special Servicer,
supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, or such other information and
reports designated as Excluded Information by the applicable Special Servicer, the applicable Master Servicer or the Operating
Advisor, as applicable, but in each case other than information with respect to such Excluded Controlling Class Loan that is aggregated
with information of other Mortgage Loans at a pool level. For the avoidance of doubt, any file or report contained in the CREFC®
Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating
to any Excluded Controlling Class Loan) and any Schedule AL Additional File shall not be considered “Excluded Information”.
Each of the Master Servicers, the Special Servicers and the Operating Advisor shall deliver any Excluded Information to the Certificate
Administrator in accordance with Section 3.33. 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 3.33.


 


“Excluded Loan”:
With respect to (a) the Directing Certificateholder or the Holder of the majority of the Controlling Class, any Mortgage Loan or
Whole Loan if, as of any date of determination, the Directing Certificateholder or the Holder of the majority of the Controlling
Class is a Borrower Party, or (b) the Risk Retention Consultation Party or the Holder of the majority of the RR Interest, any Mortgage
Loan or Whole Loan if, as of any date of determination, the Risk Retention Consultation Party or the Holder of the majority of
the RR Interest is a Borrower Party. For the avoidance of doubt, any Excluded Loan as to either the


 



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Directing Certificateholder
or the Holder of the majority of the Controlling Class is also an Excluded Controlling Class Loan. As of the Closing Date, there
are no Excluded Loans related to the Trust.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Final Asset
Status Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such other
data or supporting information provided by the applicable Special Servicer to the Directing Certificateholder or the Risk Retention
Consultation Party which does not include any communication (other than the related Asset Status Report) between the applicable
Special Servicer and Directing Certificateholder or the Risk Retention Consultation Party with respect to such Specially Serviced
Loan; provided that, with respect to any Mortgage Loan other than an Excluded Loan as to the Directing Certificateholder
or the Holder of the majority of the Controlling Class, so long as no Control Termination Event has occurred and is continuing,
no Asset Status Report shall be considered to


 



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be a Final Asset Status Report unless the Directing Certificateholder 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 Section 3.19, or has been deemed to have approved or consented to such action or
the Asset Status Report is otherwise implemented by the applicable Special Servicer in accordance with this Agreement. In addition,
after the occurrence and during the continuance of a Control Termination Event, no Asset Status Report shall be a Final Asset Status
Report unless and until the Operating Advisor is consulted with on a non-binding basis or deemed to have been consulted with pursuant
to this Agreement. No such consultation shall be required prior to a Control Termination Event and, during such period, the Operating
Advisor is only required to review Final Asset Status Reports delivered to it by the Special Servicers.


 


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


 


“Final Recovery
Determination”: A reasonable determination by the applicable Special Servicer, in consultation with the Directing Certificateholder
(if related to a Mortgage Loan other than an Excluded Loan as to such party and made prior to the occurrence and continuance of
a Consultation Termination Event), with respect to any Defaulted Loan (and, if applicable, any defaulted Companion Loan) or Corrected
Loan or REO Property (other than a Mortgage Loan or REO Property, as the case may be, that was purchased by (i) any of the
Mortgage Loan Sellers pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement, (ii) the applicable Special
Servicer or other person pursuant to Section 3.16(b), any Companion Holder or any mezzanine lender pursuant to Section 3.16
or (iii) the applicable Master Servicer, the applicable Special Servicer, the Holders of the Controlling Class, or the Holders
of the Class R Certificates pursuant to Section 9.01) that there has been a recovery of all Insurance and Condemnation
Proceeds, Liquidation Proceeds, REO Revenue and other payments or recoveries that, in the applicable Special Servicer’s judgment,
which judgment was exercised without regard to any obligation of such Special Servicer to make payments from its own funds pursuant
to Section 3.07(b), will ultimately be recoverable. With respect to all Mortgage Loans that are not Excluded Loans
with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, prior to the occurrence
and continuance of any Control Termination Event, the Directing Certificateholder shall have ten (10) Business Days to review and
approve each such recovery determination by the applicable Special Servicer; provided, however, that if the Directing
Certificateholder fails to approve or disapprove any recovery determination within ten (10) Business Days of receipt of the initial
recovery determination, such consent shall be deemed given.


 


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


 


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


 


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


 






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


 


“Gain-on-Sale
Proceeds”: With respect to any Serviced Mortgage Loan, the excess of (i) Liquidation Proceeds net of any related
Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage Loan pursuant to the related
Intercreditor Agreement) over (ii) the Purchase Price for such Mortgage Loan on the date on which Liquidation Proceeds were
received; provided, that for purposes of calculating Gain-on-Sale Proceeds, Liquidation Proceeds shall exclude any amounts
allocated as a Yield Maintenance Charge, Prepayment Premium, recovery of any late payment charges and default interest or recovery
of any assumption fees and Modification Fees pursuant to Sections 3.02(a) – (c).


 


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


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders
(other than the Holders of the RR Interest), which shall initially be entitled “Wells Fargo Bank, National Association, as
Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders
of BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24, Gain-on-Sale Reserve Account”. Any
such account shall be an Eligible Account or a subaccount of an Eligible Account.


 


“General Master
Servicer”: Wells Fargo Bank, National Association, and its successors in interest and assigns, or any successor thereto
(as General Master Servicer) appointed as provided herein.


 


“General Special
Servicer”: Midland Loan Services, a Division of PNC Bank, National Association and its successors in interest and assigns,
or any successor special servicer appointed as provided herein (including with respect to any Excluded Special Servicer Loan, if
any, the related Excluded Special Servicer appointed pursuant to Section 7.01(g) of this Agreement, as applicable and
as the context may require).


 


“Giant Anchored
Portfolio Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of November 26, 2019, by and
between the holders of the respective promissory notes evidencing the Giant Anchored Portfolio Whole Loan, relating to the relative
rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


“Giant Anchored
Portfolio Mortgage Loan”: With respect to the Giant Anchored Portfolio Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 12 on the Mortgage Loan Schedule), which is evidenced by promissory note A-2-A.


 


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


 






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“Giant Anchored
Portfolio Pari Passu Companion Loans”: With respect to the Giant Anchored Portfolio Whole Loan, the Companion Loans evidenced
by the related promissory notes A-1-A, A-1-B and A-2-B and made by the related Mortgagor and secured by the Mortgages on the Giant
Anchored Portfolio Mortgaged Property.


 


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


 


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


 


“Grantor Trust”:
A segregated asset pool within the Trust Fund treated as a “grantor trust” under subpart E, part I of subchapter J
of the Code, consisting of the assets described in the Preliminary Statement hereto.


 


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


 


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


 


“Hudson Yards
2019-55HY Trust and Servicing Agreement”: The trust and servicing agreement, dated as of December 6, 2019, between Wells
Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital
Asset Management LLC, as special servicer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association,
as certificate administrator, as paying agent and as custodian.


 


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


 


“ILPT Industrial
Portfolio Mortgage Loan”: With respect to the ILPT Industrial Portfolio Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 15 on the Mortgage Loan Schedule), which is evidenced by promissory note A-4.


 






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


 


“ILPT Industrial
Portfolio Pari Passu Companion Loans”: With respect to the ILPT Industrial Portfolio Whole Loan, the Companion Loans
evidenced by the related promissory notes A-1, A-2, A-3, A-5, A-6, A-7 and A-8 and made by the related Mortgagor and secured by
the Mortgages on the ILPT Industrial Portfolio Mortgaged Property.


 


“ILPT Industrial
Portfolio Subordinate Companion Loans”: With respect to the ILPT Industrial Portfolio Whole Loan, the Companion Loans
evidenced by the related promissory notes B-1-A, B-1-B, B-1-C, B-1-D, B-2-A, B-2-B, B-2-C, B-2-D, B-3-A, B-3-B, B-3-C and B-3-D
and made by the related Mortgagor and secured by the Mortgages on the ILPT Industrial Portfolio Mortgaged Property.


 


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


 


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


 



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Party, the Companion Holders or any Affiliate thereof, as the case
may be, so long as such ownership constitutes less than 1% of the total assets of such Person. For the avoidance of doubt, the
exception in the proviso above for ownership of 1% or less of any Class of Certificates shall not apply with respect to the Operating
Advisor or the Asset Representations Reviewer.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust
within the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership
test set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any
Class of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall
be at no expense to the Trustee, the Certificate Administrator, either Master Servicer, any Companion Holder or the Trust, delivered
to the Trustee, any Companion Holder, the Certificate Administrator and the Master Servicers), so long as the Trust does not receive
or derive any income from such Person and provided that the relationship between such Person and the Trust is at arm’s
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that none of the Master Servicers or
the Special Servicers shall be considered to be an Independent Contractor under the definition in this clause (i) unless
an Opinion of Counsel has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other
Person (including a Master Servicer or a Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the Operating
Advisor and the Master Servicers of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator,
the Master Servicers, the Operating Advisor or the Trust, to the effect that the taking of any action in respect of any REO Property
by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
of the Code or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.


 


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


 


“Initial Purchasers”:
BofA Securities, Inc., Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC, Academy Securities, Inc. and Drexel
Hamilton, LLC.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Intercreditor
Agreement”: (a) Each of the 55 Hudson Yards Intercreditor Agreement, the Jackson Park Intercreditor Agreement, the 1412
Broadway Intercreditor Agreement, the Parklawn Building Intercreditor Agreement, the Park Tower at Transbay Intercreditor Agreement,
the Giant Anchored Portfolio Intercreditor Agreement and the ILPT Industrial Portfolio Intercreditor Agreement, (b) any intercreditor
agreement entered into in connection with the issuance to the direct or indirect equity holders in the Mortgagor of any existing
mezzanine indebtedness or any future mezzanine indebtedness permitted under the related Mortgage Loan documents and (c) solely
with respect to a Joint Mortgage Loan treated as


 



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a Serviced Whole Loan in accordance with Section 3.30 hereof (to the
extent there is no related Intercreditor Agreement governing the relationship of the promissory notes comprising such Joint Mortgage
Loan), the applicable Mortgage Loan documents together with the provisions of Section 3.30 hereof.


 


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


 


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


 


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


 


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


 


“Interest Reserve
Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator
pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association, as Certificate
Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BANK
2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24, Interest Reserve Account”, into which the amounts
set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account or subaccount of an Eligible
Account.


 


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


 






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


 


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


 


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


 


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


 


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


 



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Administrator may require that Investor Certifications be re-submitted from time
to time in accordance with its policies and procedures and shall restrict access to the Certificate Administrator’s Website
to any mezzanine lender upon notice from any party to this Agreement that such mezzanine lender has become an Accelerated Mezzanine
Loan Lender.


 


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


 


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


 


“Jackson Park
Intercreditor Agreement”: That certain Co-Lender Agreement, dated as of September 27, 2019, by and between the holders
of the respective promissory notes evidencing the Jackson Park Whole Loan, relating to the relative rights of such holders, as
the same may be further amended in accordance with the terms thereof.


 


“Jackson Park
Mortgage Loan”: With respect to the Jackson Park Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 2 on the Mortgage Loan Schedule), which is evidenced by promissory notes A-7 and A-8.


 


“Jackson Park
Mortgaged Property”: The Mortgaged Property that secures the Jackson Park Whole Loan.


 


“Jackson Park
Pari Passu Companion Loans”: With respect to the Jackson Park Whole Loan, the Companion Loans evidenced by the related
promissory notes A-1, A-2, A-3, A-4, A-5, A-6, A-9 and A-10 and made by the related Mortgagor and secured by the Mortgage on the
Jackson Park Mortgaged Property.


 


“Jackson Park
Subordinate Companion Loans”: With respect to the Jackson Park Whole Loan, the Companion Loans evidenced by the related
promissory notes B-1 and B-2 and made by the related Mortgagor and secured by the Mortgage on the Jackson Park Mortgaged Property.


 


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


 


“JAX 2019-LIC
Trust and Servicing Agreement”: The trust and servicing agreement, dated as of November 15, 2019 among Banc of America
Merrill Lynch Large Loan, Inc., as depositor, Wells Fargo Bank, National Association, as servicer, AEGON USA Realty Advisors, LLC,
as special servicer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate
administrator.


 


“Joint Mortgage
Loan”: Any Mortgage Loan originated by more than one Mortgage Loan Seller. As of the Closing Date, each of the 55 Hudson
Yards Mortgage Loan and the Jackson Park Mortgage Loan is a Joint Mortgage Loan related to the Trust.


 






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


 


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


 


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


 


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


 






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“Liquidation
Fee”: A fee payable to the applicable Special Servicer with respect to (a) each Specially Serviced Loan or REO Property
(except with respect to a Non-Serviced Mortgaged Property) as to which such Special Servicer receives (i) a full, partial
or discounted payoff from the related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation Proceeds (including
with respect to the related Companion Loan, if applicable), or REO Property (in any case, other than amounts for which a Workout
Fee has been paid, or will be payable), equal to the product of the Liquidation Fee Rate and the proceeds of such full, partial
or discounted payoff or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related
costs and expenses associated with the related liquidation) related to such liquidated Specially Serviced Loan or REO Property,
as the case may be or (b) any Loss of Value Payment or Purchase Price paid by a Mortgage Loan Seller with respect to any Mortgage
Loan (except if such Mortgage Loan Seller makes such Loss of Value Payment in connection with a breach or document defect within
the 90-day initial cure period or, if applicable, within the subsequent 90-day extended cure period); provided, however,
that no Liquidation Fee shall be payable with respect to (a) the purchase of any Specially Serviced Loan by either Special
Servicer or any Affiliate thereof (except if such Affiliate purchaser is the Directing Certificateholder or any Affiliate thereof;
provided, however, that prior to a Control Termination Event, if the Directing Certificateholder or an Affiliate
thereof purchases any Specially Serviced Loan within ninety (90) days after the applicable Special Servicer delivers to the Directing
Certificateholder for its approval the initial Asset Status Report with respect to such Specially Serviced Loan, such Special Servicer
will not be entitled to a Liquidation Fee in connection with such purchase by the Directing Certificateholder or its Affiliates),
(b) any event described in clause (iv) of the definition of “Liquidation Proceeds” (or any substitution
in lieu of a repurchase) so long as such repurchase or substitution occurs prior to the termination of the Extended Cure Period,
(c) any event described in clauses (v) and (vi) of the definition of “Liquidation Proceeds”,
as long as, with respect to a purchase pursuant to clause (vi) of the definition of “Liquidation Proceeds”,
a purchase occurs within ninety (90) days of such holder’s purchase option first becoming exercisable during that period
prior to such Mortgage Loan becoming a Corrected Loan pursuant to the related Intercreditor Agreement, (d) a Serviced Companion
Loan, (x) a repurchase of such Serviced Companion Loan by the applicable Mortgage Loan Seller for a breach of a representation
or warranty or for a defective or deficient mortgage loan documentation under an Other Pooling and Servicing Agreement within the
time period (or extension thereof, if applicable) provided for such repurchase or such repurchase occurs prior to the termination
of such time period (or extension of such time period, if applicable) or (y) a purchase of such Serviced Companion Loan by
any applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up call or similar liquidation of the Other
Securitization; or (e) if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because of a Servicing
Transfer Event described in clause (i) of the definition of “Servicing Transfer Event”, Liquidation Proceeds
are received within one hundred twenty (120) days following the related Maturity Date as a result of such Mortgage Loan or Serviced
Whole Loan being refinanced or otherwise repaid in full (but, in the event that a Liquidation Fee is not payable due to the application
of any of clauses (a) through (e) above, each Special Servicer may still collect and retain a Liquidation Fee
and similar fees from the related Mortgagor to the extent provided for in, or not prohibited by, the related loan documents); provided
that the Liquidation Fee with respect to any Specially Serviced Loan will be reduced by the amount of any Excess Modification Fees
paid by or on behalf of the related


 



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Mortgagor with respect to the related Mortgage Loan and any related Companion Loan, as applicable,
or REO Property and received by the applicable Special Servicer as compensation within the prior twelve (12) months, but only to
the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee. No Liquidation Fee shall be payable
in connection with a Loss of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes such Loss of
Value Payment within ninety (90) days of receipt of notice of a breach (and giving effect to an extension period of ninety (90)
days).


 


“Liquidation
Fee Rate”: A rate equal to 1.00% with respect to any Mortgage Loan (described in Section 3.11(c)), any Specially
Serviced Loan (and each related Serviced Companion Loan) or REO Property; provided that if such rate would result in an
aggregate Liquidation Fee less than $25,000, then the Liquidation Fee Rate will be equal to the lesser of (i) 3.0% and (ii) such
lower rate as would result in an aggregate Liquidation Fee equal to $25,000.


 


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


 


“Loan-Specific
Directing Certificateholder”: With respect to a Servicing Shift Mortgage Loan, prior to the related Servicing Shift Securitization
Date, the Loan-Specific Directing Certificateholder with respect to a Servicing Shift Mortgage Loan will be the holder of the related
“Controlling Note” or other analogous term under the related Intercreditor Agreement. With respect to a Servicing Shift
Mortgage Loan, on and after the related Servicing


 



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Shift Securitization Date, there will be no Loan-Specific Directing Certificateholder
with respect to such Servicing Shift Whole Loan.


 


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


 


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


 


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


 


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


 


“Lower-Tier
Regular Interests”: Any of the Class LA1, Class LASB, Class LA2, Class LA3, Class LAS, Class LB,
Class LC, Class LD, Class LE, Class LF, Class LG, Class LH and LRR Uncertificated Interests.


 


“Lower-Tier
REMIC”: One of two (2) separate REMICs comprising a portion of the Trust Fund, which consist of the Mortgage Loans (exclusive
of Excess Interest) and the proceeds thereof, any REO Property with respect thereto (or an allocable portion thereof, in the case
of any Serviced Mortgage Loan), or the Trust’s beneficial interest in the REO Property with respect to a Non-Serviced Whole
Loan, such amounts as shall from time to time be held in the Collection Account (other than with respect to any Companion Loan),
the related portion of the REO Account, if any, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Retained Certificate
Gain-on-Sale Reserve Account, the Lower-Tier REMIC Distribution Account, and all other properties included in the Trust Fund that
are not in the other Trust REMIC or the Grantor Trust, except for the Loss of Value Reserve Fund.


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall
initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of BANK 2019-BNK24, Commercial Mortgage Pass-Through
Certificates, Series 2019-BNK24, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts shall
be an Eligible Account.


 


“LRR Uncertificated
Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the Upper-Tier REMIC
and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement
hereto.


 






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


 


“MAI”:
Member of the Appraisal Institute.


 


“Major Decision”:
As defined in Section 6.08(a).


 


“Master Servicer”:
With respect to (a) any Mortgage Loan (other than an NCB Mortgage Loan) and any related Serviced Companion Loan, any REO Property
acquired by the Trust with respect to a Mortgage Loan (other than an NCB Mortgage Loan) and any matters relating to the foregoing,
the General Master Servicer and (b) any NCB Mortgage Loan, any REO Property acquired by the Trust with respect to an NCB Mortgage
Loan and any matters relating to the foregoing, the NCB Master Servicer.


 


“Master Servicer
Decision”: As defined in Section 3.18(m).


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


“Mortgage File”:
With respect to each Mortgage Loan or Companion Loan, if applicable, but subject to Section 2.01, collectively the
following documents:


 


(i)            
the original Mortgage Note, endorsed on its face or by allonge to the Mortgage Note, without recourse, to “Pay to
the order of Wilmington Trust, National Association, as Trustee for the benefit of the registered holders of BANK 2019-BNK24, Commercial
Mortgage Pass-Through Certificates, Series 2019-BNK24, without recourse, representation or warranty” or in blank and further
showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note has been lost, an affidavit
to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy of the Mortgage Note and
an indemnity properly assigned and endorsed to the Trustee);


 


(ii)           
the original or a copy of the Mortgage, together with an original or copy of any intervening Assignments of Mortgage, in
each case with evidence of recording indicated thereon (or a copy thereof from the applicable recording office if it is not the
practice of such office to provide certified copies, provided that the custodian is not required to investigate whether any recording
office cannot provide a certified copy) or certified to have been submitted for recording;


 


(iii)          
an original Assignment of Mortgage in blank or in favor of “Wilmington Trust, National Association, as trustee for
the benefit of the registered holders of BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24”
(or in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity
under the


 



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related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject to the completion
of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related
Mortgage Loan Seller is responsible for the recordation of that Assignment of Mortgage, a copy thereof certified to be the copy
of such Assignment of Mortgage submitted or to be submitted for recording);


 


(iv)          
the original or a copy of any related Assignment of Leases and of any intervening Assignments (if such item is a document
separate from the Mortgage), with evidence of recording indicated thereon or certified to have been submitted for recording;


 


(v)      
     an original Assignment of any related Assignment of Leases (if such item is a document
separate from the Mortgage) in blank or in favor of “Wilmington Trust, National Association, as trustee for the benefit
of the registered holders of BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24” (or in
the case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity
under the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) and (subject to the
completion of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or, if
the related Mortgage Loan Seller is responsible for the recordation of that Assignment, a copy thereof certified to be the
copy of such Assignment submitted or to be submitted for recording);


 


(vi)          
the original assignment of all unrecorded documents relating to the Mortgage Loan or a Serviced Whole Loan, if not already
assigned pursuant to clause (iii) or clause (v) above;


 


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


 


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


 


(ix)           any filed copies (bearing evidence of filing) or evidence of filing of any Uniform Commercial Code financing statements,
related amendments and continuation statements in the possession of the applicable Mortgage Loan Seller;


 






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(x)           
an original Assignment in favor of the Trustee of any financing statement executed and filed in favor of the applicable
Mortgage Loan Seller or an affiliate thereof in the relevant jurisdiction (or, if the related Mortgage Loan Seller is responsible
for the filing of that Assignment, a copy thereof certified to be the copy of such Assignment submitted or to be submitted for
recording);


 


(xi)          
the original or a copy of any intercreditor agreement relating to existing debt of the borrower, including any Intercreditor
Agreement relating to a Serviced Whole Loan, if applicable;


 


(xii)         
the original or copies of any loan agreement, escrow agreement, security agreement relating to such Mortgage Loan or Serviced
Whole Loan, as well as the original of each letter of credit, if any, constituting additional collateral for such Mortgage Loan,
which letter of credit shall either (A)(x) in the case of the Mortgage Loans other than the NCB Mortgage Loans, name as beneficiary
“Wells Fargo Bank, National Association, as General Master Servicer, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of registered holders of BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24”
or (y) in the case of the NCB Mortgage Loans, name as beneficiary “National Cooperative Bank, N.A., as NCB Master Servicer,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of registered holders of BANK 2019-BNK24, Commercial
Mortgage Pass-Through Certificates, Series 2019-BNK24” or (B) be accompanied by all documentation necessary in order
to transfer all rights of the named beneficiary in such letter of credit to the applicable Master Servicer on behalf of the Trustee
and to receive, after presentment by the applicable Master Servicer (in accordance with Section 3.01(f)) to the bank
issuing such letter of credit, a reissued letter of credit in the name of the applicable Master Servicer on behalf of the Trustee;


 


(xiii)        
the original or a copy of any ground lease, ground lessor estoppel, environmental insurance policy, environmental indemnity
or guaranty relating to such Mortgage Loan or Serviced Whole Loan;


 


(xiv)        
other than with respect to the Mortgage Loans secured by residential cooperative properties, the original or a copy of any
property management agreement relating to such Mortgage Loan or Serviced Whole Loan;


 


(xv)         
the original or a copy of any franchise agreements and comfort letters or similar agreements relating to such Mortgage Loan
or Serviced Whole Loan and, with respect to any franchise agreement, comfort letter or similar agreement, any assignment of such
agreements or any notice to the franchisor of the transfer of such Mortgage Loan or Serviced Whole Loan and/or request for the
issuance of a new comfort letter in favor of the Trustee, in each case, as applicable;


 


(xvi)        
the original or a copy of any lock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;


 






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(xvii)       
the original or a copy of any related mezzanine intercreditor agreement; and


 


(xviii)  
    the original or a copy of all related environmental insurance policies;


 


provided, however, that (a) whenever
the term “Mortgage File” is used to refer to documents held by the Custodian, such term shall not be deemed to include
such documents and instruments required to be included therein unless they are actually received by the Custodian, (b) if
there exists with respect to any Crossed Mortgage Loan Group only one original or certified copy of any document referred to in
the definition of “Mortgage File” covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then the
inclusion of such original or certified copy in the Mortgage File for any of the Mortgage Loans constituting such Crossed Mortgage
Loan Group shall be deemed the inclusion of such original or certified copy in the Mortgage File for each such Mortgage Loan, (c) to
the extent that this Agreement refers to a “Mortgage File” for a Companion Loan, such “Mortgage File” shall
be construed to mean the Mortgage File for the related Mortgage Loan (except that references to the Mortgage Note for a Companion
Loan otherwise described above shall be construed to instead refer to a photocopy of such Mortgage Note), (d) with respect
to any Mortgage Loan that has a Serviced Companion Loan, the execution and/or recordation of any Assignment in the name of the
Trustee shall not be construed to limit the beneficial interest of the related Companion Holder(s) in such instrument and the benefits
intended to be provided to them by such instrument, it being acknowledged that (I) the Trustee shall hold such record title
for the benefit of the Trust as the holder of the related Mortgage Loan and the related Companion Holder(s) collectively and (II) any
efforts undertaken by the Trustee, the applicable Master Servicer, or the applicable Special Servicer on its behalf to enforce
or obtain the benefits of such instrument shall be construed to be so undertaken by the Trustee, the applicable Master Servicer
or the applicable Special Servicer for the benefit of the Trust as the holder of the applicable Mortgage Loan and the related Companion
Holder(s) collectively, (e) in connection with any Non-Serviced Mortgage Loan, the preceding document delivery requirements
will be met by the delivery by the applicable Mortgage Loan Seller of copies of the documents specified above (other than the Mortgage
Note and intervening endorsements evidencing such Mortgage Loan, with respect to which the original shall be required or the requirements
of clause (i) of the definition of “Mortgage File” shall otherwise be satisfied) including a copy of the
Mortgage securing the applicable Mortgage Loan and any assignments or other transfer documents referred to in clauses (iii),
(v), (vi), (vii), (ix) and (x) above as being in favor of the Trustee shall instead be in favor
of the applicable Non-Serviced Trustee and need only be in such form as was delivered to the applicable Non-Serviced Trustee or
a custodian on its behalf, and (f) so long as the Custodian is also the Non-Serviced Custodian, in connection with any Non-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 Non-Serviced PSA, 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 Non-Serviced PSA (in such form as was delivered
to the custodian under the related Non-Serviced PSA); provided that (a) the Custodian shall perform its duties under this
Agreement (including, without


 



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limitation, Article II), and be liable to the other parties hereto, with respect to such Non-Serviced
Mortgage Loan as if such documents were required to be delivered and included in the Mortgage File and as if the Non-Serviced Custodian’s
receipt of the documents contained in the related “mortgage file” delivered under the related Non-Serviced PSA constituted
delivery of those same documents to the Custodian under this Agreement, (b) the Custodian shall not resign as the related Non-Serviced
Custodian without giving at least thirty (30) days’ advance written notice of resignation to each other party hereto, and
(c) if for any reason the Custodian shall resign as Custodian hereunder or resign as the related Non-Serviced Custodian or shall
otherwise no longer act as Custodian hereunder or as the related Non-Serviced Custodian or shall otherwise be required to surrender
possession of the related “mortgage file” delivered under the related Non-Serviced PSA (including by reason of the
Non-Serviced Companion Loan being removed from the related securitization trust), the Custodian shall include the documents contemplated
by clauses (ii) through (xviii) above in the Mortgage File for such Non-Serviced Whole Loan (to the extent such documents
were delivered in connection with the related Other Securitization) that shall be maintained by it or any successor custodian hereunder.


 


Notwithstanding anything
to the contrary contained herein, with respect to a Joint Mortgage Loan, delivery of the Mortgage File (other than with respect
to the original Mortgage Note and the other documents referenced in clause (i) of the definition of “Mortgage File”
held by or from the related Mortgage Loan Seller) by either of the applicable Mortgage Loan Sellers shall satisfy the delivery
requirements for both of the applicable Mortgage Loan Sellers.


 


“Mortgage Loan”:
Each of the mortgage loans (which, for the avoidance of doubt, includes each Crossed Mortgage Loan Group, each of which, for the
purposes of this Agreement, shall be treated as one Mortgage Loan, provided that each individual Crossed Underlying Loan within
any such Crossed Mortgage Loan Group shall not be included in this definition of Mortgage Loan) transferred and assigned to the
Trustee pursuant to Section 2.01 and to be held by the Trust. As used herein, the term “Mortgage Loan”
includes the related Mortgage Note, Mortgage and other documents contained in the related Mortgage File and any related agreements.
The term “Mortgage Loan” shall, as of any date of determination, include any Qualified Substitute Mortgage Loan that
has replaced a Mortgage Loan pursuant to Section 2.03 and exclude any such replaced Mortgage Loan.


 


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


 


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


 


(i)      
      the loan identification number;


 


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


 






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(iii)      
    the name of the related Mortgaged Property;


 


(iv)     
     the Cut-off Date Balance;


 


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


 


(vi)     
     the date of the related Mortgage Note;


 


(vii)     
    the Maturity Date or Anticipated Repayment Date (“ARD”);


 


(viii)     
   the Mortgage Rate;


 


(ix)          
the original term to stated maturity or ARD;


 


(x)           
the remaining term to stated maturity or ARD;


 


(xi)          
the original amortization term;


 


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


 


(xiii)        
the applicable primary servicing fee rate; and


 


(xiv)        
the applicable Non-Serviced Primary Servicing Fee Rate.


 


“Mortgage Loan
Seller”: Each of (i) Bank of America, National Association, a national banking association, or its successor in interest,
(ii) Wells Fargo Bank, National Association, a national banking association, or its successor in interest, (iii) Morgan Stanley
Mortgage Capital Holdings LLC, a New York limited liability company, or its successor in interest, and (iv) National
Cooperative Bank, N.A., a national banking association, or its successor in interest.


 


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


 


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


 


“Mortgage Rate”:
With respect to: (i) any Mortgage Loan (including the Non-Serviced Mortgage Loans) or related Companion Loan on or prior to
its Maturity Date, the annual rate at which interest is scheduled (in the absence of a default) to accrue on such Mortgage Loan
or related Companion Loan from time to time in accordance with the related Mortgage Note and applicable law, without giving effect
to any default rate or Revised Rate; or


 



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(ii) any Mortgage Loan or related Companion Loan after its Maturity Date, the annual
rate described in clause (i) above determined without regard to the passage of such Maturity Date. For the avoidance
of doubt, the Mortgage Rate of any ARD Loan shall not be construed to include the related Excess Rate.


 


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


 


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


 


“MSC 2019-L3
Pooling and Servicing Agreement”: The pooling and servicing agreement, dated as of November 1, 2019, between Morgan Stanley
Capital I Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, LNR Partners, LLC, as general special
servicer, Situs Holdings, LLC, as ILPT Industrial Portfolio special servicer, Wells Fargo Bank, National Association, as certificate
administrator, Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and
asset representations reviewer.


 


“NCB”:
National Cooperative Bank, N.A., a national banking association, or its successor in interest.


 


“NCB Co-op Mortgage
Loan”: Any NCB Mortgage Loan.


 


“NCB CREFC®
Schedule AL File”: Any CREFC® Schedule AL File prepared by NCB with respect to the NCB Mortgage Loans.


 


“NCB Master
Servicer”: NCB, and its successors in interest and assigns, or any successor thereto (as NCB Master Servicer) appointed
as provided herein.


 


“NCB Mortgage
Loans”: Those Mortgage Loans sold to the Depositor pursuant to the related Mortgage Loan Purchase Agreement by NCB and
indicated as an NCB Mortgage Loan on the Mortgage Loan Schedule.


 


“NCB Schedule
AL Additional File”: Any Schedule AL Additional File prepared by NCB with respect to the NCB Mortgage Loans.


 


“NCB Special
Servicer”: NCB, and its successors in interest and assigns, or any successor special servicer appointed as provided herein
(including with respect to any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant
to Section 7.01(g) of this Agreement, as applicable and as the context may require) (as NCB Special Servicer).


 


“NCB Subordinate
Debt Conditions”: With respect to an NCB Co-op Mortgage Loan and any encumbrance of the related Mortgaged Property with
a subordinate mortgage, the


 



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following conditions: (i) each of the subordinate mortgage loans, or the sole subordinate mortgage
loan, to be secured by such subordinate mortgage is made by NCB or any Affiliate thereof (ii) such subordinate mortgage is
expressly made in compliance with the underwriting standards which NCB customarily employs in connection with making subordinate
mortgages for its own mortgage loan portfolio, (iii) the aggregate outstanding principal balance of the NCB Co-op Mortgage
Loan, any other existing loans secured by a mortgage then encumbering the related Mortgaged Property and the proposed new subordinate
mortgage loan shall not exceed 40% of the Appraised Value of the related Mortgaged Property, (iv) NCB or any Affiliate thereof
that originates the subordinate mortgage loan, executes and delivers to the Trustee for inclusion in the Mortgage File an intercreditor
agreement and subordination agreement with respect to such subordinate mortgage in substantially the form of Exhibit SS
hereto or in such other form as shall be acceptable to the NCB Special Servicer and, unless a Control Termination Event has occurred
and is continuing, the Directing Certificateholder (other than with respect to an Excluded Loan as to such party) (provided
that the Trustee shall have no responsibility for determining the sufficiency or validity thereof), (v) if the subordinate
mortgage loan will not be a fully amortizing loan, the stated maturity date of the subordinate mortgage loan shall be no earlier
than the maturity date of the related NCB Co-op Mortgage Loan, (vi) the subordinate mortgage loan is made principally for
the purpose of funding capital expenditures, major repairs or reserves at or with respect to the Mortgaged Property in question,
(vii) NCB or any Affiliate thereof that originates the subordinate mortgage loan receives borrower legal opinions as to authority
and enforceability customarily required of borrowers in connection with the origination of similar mortgage loans; and (viii) the
aggregate amount of subordinate debt encumbering the Mortgaged Property in question (including the proposed new subordinate mortgage
debt and any other existing loans secured by a mortgage then encumbering the related Mortgaged Property, but excluding the Mortgage
Loan in question) does not exceed $7,500,000.


 


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


 


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


 


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


 



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Rate for any Mortgage Loan will be determined without regard to any modification, waiver or amendment of
the terms of the related Mortgage Loan, whether agreed to by the applicable Master Servicer, the applicable Special Servicer, a
related Non-Serviced Master Servicer or a related Non-Serviced Special Servicer or resulting from a bankruptcy, insolvency or similar
proceeding involving the related Mortgagor; provided, further, that for any Mortgage Loan that does not accrue interest
on the basis of a 360-day year consisting of twelve (12) 30-day months, then, solely for purposes of calculating Pass-Through Rates
and the Weighted Average Net Mortgage Rate, the Net Mortgage Rate of such Mortgage Loan or for any one month period preceding a
related Due Date will be the annualized rate at which interest would have to accrue in respect of such Mortgage Loan on the basis
of a 360-day year consisting of twelve (12) 30-day months in order to produce the aggregate amount of interest actually accrued
in respect of such Mortgage Loan during such one month period at the related Net Mortgage Rate; provided, further,
that, with respect to each Actual/360 Mortgage Loan, the Net Mortgage Rate for the one month period (A) preceding the Due
Dates that occur in January and February in any year which is not a leap year or preceding the Due Date that occurs in February
in any year which is a leap year (in either case, unless the related Distribution Date is the final Distribution Date), will be
determined exclusive of any Withheld Amounts, and (B) preceding the Due Date in March (or February, if the related Distribution
Date is the final Distribution Date), will be determined inclusive of the amounts withheld in the immediately preceding January
and February, if applicable. With respect to any REO Loan, the Net Mortgage Rate shall be calculated as described above, determined
as if the predecessor Mortgage Loan had remained outstanding.


 


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


 


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


 


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


 


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


 






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


 



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


 



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extent available, related income and expense statements, rent rolls (or, with respect to residential cooperative properties, maintenance
schedules), occupancy status, property inspections and any other information used by such Master Servicer, such Special Servicer
or the Trustee, as applicable, to make such determination and shall include any existing Appraisal of the related Mortgage Loan
or the related Mortgaged Property). The Trustee shall be entitled to conclusively rely on the applicable Master Servicer’s
or the applicable Special Servicer’s determination that a P&I Advance is or would be nonrecoverable, and each Master
Servicer and the Trustee shall be entitled to conclusively rely on the applicable Special Servicer’s determination that a
P&I Advance is or would be nonrecoverable. In the case of a cross-collateralized Mortgage Loan (if any), such recoverability
determination shall take into account the cross-collateralization of the related cross-collateralized Mortgage Loan.


 


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


 



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and, consistent with the Servicing Standard, in the case
of the applicable Master Servicer or in its good faith business judgment in the case of the Trustee (solely in its capacity as
Trustee), may obtain at the expense of the Trust any reasonably required analysis, Appraisals or market value estimates or other
information for making a recoverability determination. Absent bad faith, the applicable Master Servicer’s, the applicable
Special Servicer’s or the Trustee’s determination as to the recoverability of any Servicing Advance shall be conclusive
and binding on the Certificateholders. The determination by the applicable Master Servicer, the applicable Special Servicer or
the Trustee, as the case may be, that a Nonrecoverable Servicing Advance has been made or that any proposed Servicing Advance,
if made, would constitute a Nonrecoverable Servicing Advance, or any updated or changed recoverability determination, shall be
evidenced by an Officer’s Certificate delivered by either the applicable Special Servicer or the applicable Master Servicer
to the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder (but in the case of the Directing
Certificateholder, only prior to the occurrence and continuance of a Consultation Termination Event and only with respect to any
Mortgage Loan other than an Excluded Loan as to such party) (and in the case of a Serviced Mortgage Loan, any Other Servicer),
the Operating Advisor (but only in the case of a Special Servicer) and the Depositor, or by the Trustee to the Depositor, the applicable
Master Servicer, the applicable Special Servicer, the Operating Advisor and the Certificate Administrator (and in the case of a
Serviced Mortgage Loan, any Other Servicer); provided, however, that the applicable Special Servicer may, at its
option, make a determination in accordance with the Servicing Standard, that any Servicing Advance previously made or proposed
to be made is a Nonrecoverable Servicing Advance and shall deliver to the applicable Master Servicer (and with respect to a Serviced
Mortgage Loan, to any Other Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g-5 Information
Provider notice of such determination. Any such determination (other than by the applicable Special Servicer) shall not be binding
upon (but may be conclusively relied upon by) the applicable Master Servicer and the Trustee, and any such determination by the
applicable Special Servicer shall be binding upon the applicable Master Servicer and the Trustee (but this statement shall not
be construed to entitle the applicable Special Servicer to reverse the determination of the applicable Master Servicer or the Trustee
or to prohibit the applicable Master Servicer or the Trustee from making a determination that a Servicing Advance would be a Nonrecoverable
Advance), provided, however, that the applicable Special Servicer shall have no such obligation to make an affirmative
determination that any Servicing Advance is or would be recoverable and in the absence of a determination by the applicable Special
Servicer that such Servicing Advance is or would be a Nonrecoverable Servicing Advance, such decision shall remain with the applicable
Master Servicer or the Trustee, as applicable. If the applicable Special Servicer makes a determination that only a portion, and
not all, of any previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the applicable Master Servicer
and the Trustee shall each have the right to make its own subsequent determination that any remaining portion of any such previously
made or proposed Servicing Advance is a Nonrecoverable Servicing Advance. The Officer’s Certificate shall set forth such
determination of nonrecoverability and the considerations of the applicable Master Servicer, the applicable Special Servicer or
the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, related
income and expense statements, rent rolls (or, with respect to residential cooperative properties, maintenance schedules), occupancy
status, property inspections and any other information used by such Master Servicer, such Special Servicer or the Trustee, as applicable,
to make such


 



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


 


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


 


“Non-Retained
Percentage”: An amount expressed as a percentage equal to 100% less the Required Credit Risk Retention Percentage. For
the avoidance of doubt, at all times, the sum of the Required Credit Risk Retention Percentage and the Non-Retained Percentage
shall equal 100%.


 


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


 


“Non-Serviced
Companion Loan”: Each of the Non-Serviced Pari Passu Companion Loans and the Non-Serviced Subordinate Companion Loans.


 


“Non-Serviced
Custodian”: With respect to each Non-Serviced Whole Loan, the “Custodian” under the related Non-Serviced
PSA.


 


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


 


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


 


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


 






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


 


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


 


“Non-Serviced
Mortgage Loan”: Each of the 55 Hudson Yards Mortgage Loan, the Jackson Park Mortgage Loan, the Parklawn Building Mortgage
Loan, the Park Tower at Transbay Mortgage Loan, the Giant Anchored Portfolio Mortgage Loan and the ILPT Industrial Portfolio Mortgage
Loan.


 


“Non-Serviced
Mortgaged Property”: Each of the 55 Hudson Yards Mortgaged Property, the Jackson Park Mortgaged Property, the Parklawn
Building Mortgaged Property, the Park Tower at Transbay Mortgaged Property, the Giant Anchored Portfolio Mortgaged Property and
the ILPT Industrial Portfolio Mortgaged Property.


 


“Non-Serviced
Operating Advisor”: The “Operating Advisor” (or analogous term) (if any) under a Non-Serviced PSA.


 


“Non-Serviced
Pari Passu Companion Loan”: Each of the 55 Hudson Yards Pari Passu Companion Loans, the Jackson Park Pari Passu Companion
Loans, the Parklawn Building Pari Passu Companion Loans, the Park Tower at Transbay Pari Passu Companion Loans, the Giant Anchored
Portfolio Pari Passu Companion Loans and the ILPT Industrial Portfolio Pari Passu Companion Loans.


 


“Non-Serviced
Paying Agent”: The “Paying Agent” (or analogous term) under a Non-Serviced PSA.


 


“Non-Serviced
Primary Servicing Fee”: With respect to each Non-Serviced Mortgage Loan, the fee payable to the Non-Serviced Master Servicer
pursuant to the related Non-Serviced PSA.


 


“Non-Serviced
Primary Servicing Fee Rate”: With respect to (i) the 55 Hudson Yards Mortgage Loan, 0.00125% per annum, (ii) the
Jackson Park Mortgage Loan, 0.00125% per annum, (iii) the Parklawn Building Mortgage Loan, 0.01000% per annum, (iv)
the Park Tower at Transbay Mortgage Loan, 0.00250% per annum, (v) the Giant Anchored Portfolio Mortgage Loan, 0.00125% per
annum and (vi) the ILPT Industrial Portfolio Mortgage Loan, 0.00250% per annum.


 


“Non-Serviced
PSA”: With respect to (i) the 55 Hudson Yards Whole Loan, the Hudson Yards 2019-55HY Trust and Servicing Agreement,
(ii) the Jackson Park Whole Loan, the JAX 2019-LIC Trust and Servicing Agreement, (iii) the Parklawn Building Whole Loan, the MSC
2019-L3 Pooling and Servicing Agreement, (iv) the Park Tower at Transbay Whole Loan, the BANK 2019-BNK21 Pooling and Servicing
Agreement, (v) the Giant Anchored Portfolio Whole Loan, the CGCMT 2019-C7 Pooling and Servicing Agreement and (vi) the ILPT
Industrial Portfolio Whole Loan, the MSC 2019-L3 Pooling and Servicing Agreement.


 






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


 


“Non-Serviced
Subordinate Companion Loan”: Each of the 55 Hudson Yards Subordinate Companion Loans, the Jackson Park Subordinate Companion
Loans and the ILPT Industrial Portfolio Subordinate Companion Loans.


 


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


 


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


 


“Non-Serviced
Whole Loan”: Each of the 55 Hudson Yards Whole Loan, the Jackson Park Whole Loan, the Parklawn Building Whole Loan, the
Park Tower at Transbay Whole Loan, the Giant Anchored Portfolio Whole Loan and the ILPT Industrial Portfolio Whole Loan.


 


“Non-Serviced
Whole Loan Controlling Holder”: The “directing holder” or similarly defined party under a Non-Serviced PSA.


 


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


 


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


 


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


 


“Non-Waiving
Successor”: As defined in Section 3.23(l).


 


“Notional Amount”:
In the case of the Class X-A Certificates, the Class X-A Notional Amount, in the case of the Class X-B Certificates,
the Class X-B Notional Amount, in the case of the Class X-D Certificates, the Class X-D Notional Amount, in the case of the
Class X-F Certificates, the Class X-F Notional Amount, in the case of the Class X-G Certificates, the Class X-G Notional Amount,
and in the case of the Class X-H Certificates, the Class X-H Notional Amount.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Operating Advisor
Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting obligations and performed
its duties with respect to such Major Decision equal to $10,000 (or such lesser amount as the related Mortgagor actually pays)
with respect to any Serviced Mortgage Loan (other than any Servicing Shift Mortgage Loan), payable pursuant to Section 3.05
of this Agreement; provided, however, that no such fee shall be payable unless specifically paid by the related Mortgagor
as a separately identifiable fee; provided, further, that the Operating Advisor may in its sole discretion reduce
the Operating Advisor Consulting Fee with respect to any Major Decision; provided, further, however, that
to the extent such fee is incurred after the outstanding Certificate Balances of the Control Eligible Certificates and the corresponding
portion of the RR Interest have been reduced to zero as a result of the allocation of Realized Losses to such Certificates, such
fee shall be payable in full to the Operating Advisor as an expense of the Trust; provided, further, that the applicable
Master Servicer or the applicable 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 applicable Master Servicer or the applicable Special Servicer, as applicable, shall consult, on a non-binding
basis, with the Operating Advisor prior to any such waiver or reduction).


 


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


 


“Operating Advisor
Fee”: With respect to each Mortgage Loan and REO Loan (but excluding any related Companion Loan), the fee payable to
the Operating Advisor pursuant to Section 3.26(i).


 


“Operating Advisor
Fee Rate”: With respect to each Interest Accrual Period related to any applicable Distribution Date, a per annum
rate of 0.00098%.


 


“Operating Advisor
Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best interest
of, and for the benefit of, the


 



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Certificateholders and, with respect to any Serviced Whole Loan for the benefit of the holders
of the related Companion Loan (as a collective whole as if such Certificateholders and Companion Holders constituted a single lender),
and not to any particular Class of Certificateholders (as determined by the Operating Advisor in the exercise of its good faith
and reasonable judgment), but without regard to any conflict of interest arising from any relationship that the Operating Advisor
or any of its Affiliates may have with any of the underlying Mortgagors, any Sponsor, any Mortgage Loan Seller, the Depositor,
each Master Servicer, each Special Servicer, the Asset Representations Reviewer, the Directing Certificateholder, any Certificateholders,
the Risk Retention Consultation Party or any of their Affiliates.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“Original Notional
Amount”: With respect to the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D Notional
Amount, the Class X-F Notional Amount, the Class X-G Notional Amount and the Class X-H Notional Amount, the applicable
initial Notional Amount thereof as of the Closing Date, as specified in the Preliminary Statement.


 


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


 


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


 


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


 


“Other Exchange
Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of
the Exchange Act, the Other Servicer, Other Trustee, Other Certificate Administrator or Other Depositor under the related Other
Pooling and Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-D, Form ABS-EE
and Form 10-K with respect to such Other Securitization Trust, as identified in


 



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


 


“Other Securitization”:
As defined in Section 11.06.


 


“Other Servicer”:
Any master servicer or special servicer, as applicable, under an Other Pooling and Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


“Pari Passu
Companion Loan Holder”: Any holder of record of any Serviced Pari Passu Companion Loan or Non-Serviced Pari Passu Companion
Loan.


 


“Park Tower
at Transbay Intercreditor Agreement”: That certain Agreement Between Note Holders, dated as of September 16, 2019, by
and between the holders of the respective promissory notes evidencing the Park Tower at Transbay Whole Loan, relating to the relative
rights of such holders, as the same may be further amended in accordance with the terms thereof.


 


“Park Tower
at Transbay Mortgage Loan”: With respect to the Park Tower at Transbay Whole Loan, the Mortgage Loan that is included
in the Trust (identified as Mortgage Loan No. 9 on the Mortgage Loan Schedule), which is evidenced by promissory note A-5.


 


“Park Tower
at Transbay Mortgaged Property”: The Mortgaged Property that secures the Park Tower at Transbay Whole Loan.


 






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“Park Tower
at Transbay Pari Passu Companion Loans”: With respect to the Park Tower at Transbay Whole Loan, the Companion Loans evidenced
by the related promissory notes A-1, A-2, A-3, A-4, A-6, A-7, A-8, A-9 and A-10 and made by the related Mortgagor and secured by
the Mortgage on the Park Tower at Transbay Mortgaged Property.


 


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


 


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


 


“Parklawn Building
Mortgage Loan”: With respect to the Parklawn Building Whole Loan, the Mortgage Loan that is included in the Trust (identified
as Mortgage Loan No. 6 on the Mortgage Loan Schedule), which is evidenced by promissory note A-4.


 


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


 


“Parklawn Building
Pari Passu Companion Loans”: With respect to the Parklawn Building Whole Loan, the Companion Loans evidenced by the related
promissory notes A-1, A-2, A-3 and A-5 and made by the related Mortgagor and secured by the Mortgage on the Parklawn Building Mortgaged
Property.


 


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


 


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-SB Pass-Through Rate, the Class A-2 Pass-Through
Rate, the Class A-3 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 E Pass-Through Rate, the Class F Pass-Through Rate,
the Class G Pass-Through Rate, the Class H Pass-Through Rate, the Class X-A 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 or the Class X-H Pass-Through Rate, as the case may be.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


“Penalty Charges”:
With respect to any Serviced Mortgage Loan or Serviced Companion Loan (or any successor REO Loan), any amounts actually collected
thereon (or, in


 



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


 


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


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


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


 


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


 


(i)           
direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States
of America, Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which
are backed by the full faith and credit of the United States of America that mature in one (1) year or less from the
date of acquisition; provided that any obligation of, or guarantee by, the United States of America, Fannie Mae or Freddie
Mac or any such agency or instrumentality of the United States of America, other than an unsecured senior debt obligation thereof,
shall be a Permitted Investment only if such investment would not result in the downgrading, withdrawal or qualification of the
then-current rating assigned by each Rating Agency to any Certificate (or, insofar as there is then outstanding any


 



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class of Serviced
Companion Loan Securities that are then rated by such Rating Agency, such class of securities) as evidenced in writing, other than
(a) unsecured senior debt obligations of the U.S. Treasury (direct or fully funded obligations), U.S. Department of Housing and
Urban Development public housing agency bonds, Federal Housing Administration debentures, Government National Mortgage Association
guaranteed mortgage-backed securities or participation certificates, RefCorp debt obligations and SBA-guaranteed participation
certificates and guaranteed pool certificates and (b) Farm Credit System consolidated systemwide bonds and notes, Federal Home
Loan Banks’ consolidated debt obligations, Freddie Mac debt obligations, and Fannie Mae debt obligations rated at least “A-1”
by S&P, if such obligations mature in sixty (60) days or less, or rated at least “AA-”, “A-1+” or “AAAm”
by S&P, if such obligations mature in 365 days or less;


 


(ii)           
time deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after
the date of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated
or organized under the laws of the United States of America or any State thereof and subject to supervision and examination by
federal or state banking authorities that satisfy the Applicable DBRS Permitted Investment Rating, Applicable Fitch Permitted Investment
Rating and the Applicable S&P Permitted Investment Rating (or, in the case of any such Rating Agency as set forth in this clause
(ii), such lower rating as is the subject of a Rating Agency Confirmation by such Rating Agency);


 


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


 


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


 


(v)        
   commercial paper of any corporation incorporated under the laws of the United States or any state
thereof (or of any corporation not so


 



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incorporated, provided that the commercial paper is United States Dollar
denominated and amounts payable thereunder are not subject to any withholding imposed by any non-United States jurisdiction)
that satisfy the Applicable DBRS Permitted Investment Rating, the Applicable Fitch Permitted Investment Rating and the
Applicable S&P Permitted Investment Rating (or, in the case of any such Rating Agency as set forth in this clause
(v), such lower rating as is the subject of a Rating Agency Confirmation);


 


(vi)          
money market funds (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep, the
Wells Fargo Money Market Funds or the Wells Fargo Advantage Government Money Market Fund), which seek to maintain a constant net
asset value per share, so long as any such fund is rated “AAAm” by S&P and in the highest short term unsecured
debt ratings category by each of Fitch and DBRS (or, if not rated by DBRS, an equivalent rating (or higher) by at least two (2)
NRSROs (which may include any of the Rating Agencies) or otherwise acceptable to such Rating Agency, in any such case, as confirmed
in a Rating Agency Confirmation) relating to the Certificates and any Serviced Companion Loan Securities;


 


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


 


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


 


provided, however, that with
respect to any Permitted Investment for which a rating by S&P is required as set forth above, such rating must be an unqualified
rating (i.e., one with no qualifying suffix), with the exception of ratings with regulatory indicators, such as the “(sf)”
subscript, and unsolicited ratings; provided, further, however, that each Permitted Investment qualifies as a “cash flow
investment” pursuant to Section 860G(a)(6) of the Code, and that (a) it shall have a predetermined fixed dollar
of principal due at maturity that cannot vary or change, (b) any such investment that provides for a variable rate of interest
must have an interest rate that is tied to a single interest rate index plus a fixed spread, if any, and move proportionately with
such index, (c) any such investment must not be subject to liquidation prior to maturity, and (d) any such


 



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investment
must not be purchased at a premium over par; and provided, further, however, that no such instrument shall
be a Permitted Investment (a) if such instrument evidences principal and interest payments derived from obligations underlying
such instrument and the interest payments with respect to such instrument provide a yield to maturity at the time of acquisition
of greater than 120% of the yield to maturity at par of such underlying obligations or (b) if such instrument may be redeemed
at a price below the purchase price; and provided, further, however, that no amount beneficially owned by
any Trust REMIC (even if not yet deposited in the Trust) may be invested in investments (other than money market funds) treated
as equity interests for federal income tax purposes, unless the applicable Master Servicer receives an Opinion of Counsel, at its
own expense, to the effect that such investment will not adversely affect the status of any Trust REMIC. Permitted Investments
may not be interest-only securities. All investments shall mature or be redeemable upon the option of the holder thereof on or
prior to the Business Day preceding the day before the date such amounts are required to be applied hereunder.


 


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


 


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


 


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


 


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


 


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


 


“Pre-Close Information”:
As defined in Section 3.13(c).


 


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


 


“Prepayment
Assumption”: A “constant prepayment rate” of 0% used for determining the accrual of original issue discount
and market discount, if any, and the amortization premium, if any, on the Certificates for federal income tax purposes; provided
that


 



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it is assumed that each Mortgage Loan with an Anticipated Repayment Date prepays on such date.


 


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


 


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


 


“Prepayment
Premium”: With respect to any Mortgage Loan, any premium, fee or other additional amount (other than a Yield Maintenance
Charge) paid or payable, as the


 



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context requires, by a Mortgagor in connection with a principal prepayment on, or other early collection
of principal of, that Mortgage Loan or any successor REO Loan with respect thereto (including any payoff of a Mortgage Loan by
a mezzanine lender on behalf of the subject Mortgagor if and as set forth in the related Intercreditor Agreement).


 


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


 


“Primary Servicing
Fee”: The monthly fee payable by the applicable Master Servicer solely from the Servicing Fee to each Initial Sub-Servicer,
which monthly fee accrues at the rate per annum specified as such in the Sub-Servicing Agreement with such Initial Sub-Servicer.


 


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


 


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


 


“Principal Distribution
Amount”: With respect to any Distribution Date and the Principal Balance Certificates (other than the RR Interest), an
amount equal to the sum of (a) the Principal Shortfall for such Distribution Date and (b) the Non-Retained Percentage of the Aggregate
Principal Distribution Amount for such Distribution Date.


 


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


 


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


 


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


 


“Privileged
Information”: Any (i) correspondence between the Directing Certificateholder or the Risk Retention Consultation
Party and a Special Servicer related to any Specially Serviced Loan (other than with respect to any Excluded Loan as to such party)
or the


 



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


 


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


 


Notwithstanding anything
to the contrary in this Agreement, if a Special Servicer obtains knowledge that it has become a Borrower Party, such Special Servicer
shall nevertheless


 



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


 


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


 


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


 


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


 


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


 


“Prospectus”:
The Prospectus, dated December 12, 2019, relating to the Registered Certificates.


 


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


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


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


 






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(i)         the
outstanding principal balance of such Mortgage Loan (or any related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan)) as of the date of purchase; plus


 


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


 


(iii)       all
related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate, Special
Servicing Fees (whether paid or unpaid) and any other additional trust fund expenses (except for Liquidation Fees) in respect of
such Mortgage Loan (or related REO Loan (including for such purpose, to the extent required pursuant to the final paragraph hereof,
the related Companion Loan)), if any; plus


 


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


 


(v)        Liquidation
Fees, if any, payable with respect to such Mortgage Loan (or related REO Loan (including for such purpose, to the extent required
pursuant to the final paragraph hereof, the related Companion Loan)) (which will not include any Liquidation Fees if such repurchase
occurs or a Loss of Value Payment is received during the Initial Cure Period or, if applicable, prior to the expiration of the
Extended Cure Period); plus


 


(vi)       solely
in the case of a repurchase or substitution by the related Mortgage Loan Seller, any Asset Representations Reviewer Asset Review
Fee for such Mortgage Loan, to the extent not previously paid by the related Mortgage Loan Seller.


 



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


 


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


 


“Qualified Insurer”:
(i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or bonding company qualified
to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating of at least: (a)
“A-” by S&P (or, if not rated by S&P, at least an equivalent rating by one other NRSRO (which may include Fitch
or DBRS)), (b) “A-” by Fitch (or, if not rated by Fitch, at least “A-” or an equivalent rating as “A-”
by one other NRSRO (which may include S&P or DBRS)) and (c) “A(low)” by DBRS (or, if not rated by DBRS, at least
an equivalent rating by one other nationally recognized insurance rating organization (which may include S&P or Fitch), and
(ii) with respect to the fidelity bond and errors and omissions insurance policy required to be maintained pursuant to Section
3.07(c), except as otherwise permitted by Section 3.07(c), an insurance company that has a claims paying ability (or
the obligations which are guaranteed or backed by a company having such claims paying ability) rated by at least one (1) of the
following rating agencies of at least (a) “A3” by Moody’s, (b) “A-“ by S&P, (c) “A-”
by Fitch, (d) “A-:X” by A.M. Best Company, Inc. or (e) “A(low)” by DBRS, or, in the case of clauses
(i) or (ii), any other insurer acceptable to the Rating Agencies, as evidenced by a Rating Agency Confirmation and a
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25).


 


“Qualified Replacement
Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements applicable to
the applicable Special Servicer contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations Reviewer
or an Affiliate of the Operating Advisor or the Asset Representations Reviewer, (iii) is not obligated to pay the Operating Advisor
(x) any fees or otherwise compensate the Operating


 



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Advisor in respect of its obligations under this Agreement, and (y) for the
appointment of the successor special servicer or the recommendation by the Operating Advisor for the replacement special servicer
to become the Special Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor other than compensation
that is not material and is unrelated to the Operating Advisor’s recommendation that such party be appointed as the replacement
special servicer, (v) is not entitled to receive any fee from the Operating Advisor for its appointment as successor special servicer,
in each case, unless such fee is expressly approved by 100% of the Certificateholders, (vi) currently has a special servicer rating
of at least “CSS3” from Fitch, (vii) is listed on S&P’s Select Servicer List as a “U.S. Commercial
Mortgage Special Servicer”, and (viii) is not a special servicer that has been cited by S&P or DBRS as having servicing
concerns as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch
status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by the applicable
servicer prior to the time of determination.


 


“Qualified Substitute
Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution will
be permitted) replacing a removed 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 removed Mortgage Loan as of the Due Date in the calendar
month during which the substitution occurs; (ii) have a fixed Mortgage Rate not less than the Mortgage Rate of the removed Mortgage
Loan, determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan; (iii)
have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue interest on the same basis
as the removed Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve (12) 30-day months); (v) have a
remaining term to stated maturity not greater than, and not more than five (5) years less than, the remaining term to stated maturity
of the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than the lesser of the loan-to-value
ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value” for the Mortgaged
Property as determined using an Appraisal; (vii) comply 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 Mortgage File; (ix) have a then-current debt service coverage ratio at least equal to (A) with respect
to any Mortgage Loan other than an NCB Co-op Mortgage Loan, the greater of (i) the original debt service coverage ratio of the
removed Mortgage Loan as of the Closing Date and (ii) 1.25x; or (B) in the case of an NCB Co-op Mortgage Loan, the original debt
service coverage ratio of the removed Mortgage Loan as of the Closing Date (x) constitute a “qualified replacement mortgage”
within the meaning of Section 860G(a)(4) of the Code 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 period that extends to a date that is after the
date five (5) years prior to the Rated Final Distribution Date; (xii) have comparable prepayment restrictions to those of the removed
Mortgage Loan; (xiii) not be substituted for a removed Mortgage Loan unless the Trustee and the Certificate Administrator have
received Rating Agency Confirmation from each Rating Agency (the cost, if any, of obtaining such Rating Agency Confirmation to
be paid by the applicable


 



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Mortgage Loan Seller); (xiv) have been approved, so long as a Control Termination Event has not occurred
and is not continuing and the affected Mortgage Loan is not an Excluded Loan with respect to either the Directing Certificateholder
or the Holder of the majority of the Controlling Class, by the Directing Certificateholder; (xv) prohibit defeasance within two
(2) years of the Closing Date; (xvi) not be substituted for a removed Mortgage Loan if it would result in an Adverse REMIC Event
other than the imposition of a tax on income expressly permitted or contemplated to be imposed by the terms of this Agreement,
as determined by an Opinion of Counsel at the cost of the related Mortgage Loan Seller; (xvii) have an engineering report that
indicates no material adverse property condition or deferred maintenance with respect to the related Mortgaged Property that will
be delivered as a part of the related Servicing File; and (xviii) be current in the payment of all scheduled payments of principal
and interest then due. In the event that more than one mortgage loan is substituted for a removed Mortgage Loan, then the amounts
described in clause (i) shall be determined on the basis of aggregate Stated Principal Balances and each such proposed Qualified
Substitute Mortgage Loan shall individually satisfy each of the requirements specified in clauses (ii) through (xviii);
provided 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, further, that no individual Mortgage Rate
(net of the Servicing Fee Rate, any Non-Serviced Primary Servicing Fee Rate, the Certificate Administrator Fee Rate, the Operating
Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License
Fee Rate) shall be lower than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the Weighted
Average Net Mortgage Rate) of any Class of Principal Balance Certificates having a Certificate Balance then outstanding. When a
Qualified Substitute Mortgage Loan is substituted for a removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify
that the Qualified Substitute Mortgage Loan meets all of the requirements of the above definition and shall send such certification
to the Trustee, the Certificate Administrator and, prior to the occurrence and continuance of a Consultation Termination Event,
the Directing Certificateholder.


 


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


 


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


 


“Rated Final
Distribution Date”: As to each Class of Certificates, the Distribution Date in November 2062.


 


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


 


“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


 



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then rated by the Rating Agency);
provided that a written waiver or other acknowledgment from the Rating Agency indicating its decision not to review the
matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation
from each Rating Agency with respect to such matter.


 


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


 


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


 


“Realized Loss”:
With respect to any Distribution Date, the amount, if any, by which (i) the product of (A) the Non-Retained Percentage and (B)
the aggregate Stated Principal Balance (for purposes of this definition only, not giving effect to any reductions of the Stated
Principal Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed Reimbursement
Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined
to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans (excluding any portion allocable to any related Companion
Loan, if applicable) expected to be outstanding immediately following such Distribution Date, is less than (ii) the then-aggregate
Certificate Balance of the Principal Balance Certificates (other than the RR Interest) after giving effect to distributions of
principal on such Distribution Date.


 


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


 


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


 


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


 


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


 


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


 


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


 



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to the
Trustee and/or the Certificate Administrator by the applicable Master Servicer or the applicable Special Servicer, as applicable,
as such list may from time to time be amended.


 


“Regulation
D”: Regulation D under the Act.


 


“Regulation
S”: Regulation S under the Act.


 


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


 


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


 


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


 


	
        Related
Certificates
	
        Related
Lower-Tier Regular Interest

	Class A-1 Certificates	Class LA1 Uncertificated Interest
	Class A-SB Certificates	Class LASB Uncertificated Interest
	Class A-2 Certificates	Class LA2 Uncertificated Interest
	Class A-3 Certificates	Class LA3 Uncertificated Interest
	Class A-S Certificates	Class LAS Uncertificated Interest
	Class B Certificates	Class LB Uncertificated Interest
	Class C Certificates	Class LC Uncertificated Interest
	Class D Certificates	Class LD Uncertificated Interest
	Class E Certificates	Class LE Uncertificated Interest
	Class F Certificates	Class LF Uncertificated Interest
	Class G Certificates	Class LG Uncertificated Interest
	Class H Certificates	Class LH Uncertificated Interest
	RR Interest	LRR Uncertificated Interest


 


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


 


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


 



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


 


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


 


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


 


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


 


“REO Account”:
A segregated custodial account or accounts created and maintained by (a) with respect to each of the Mortgage Loans other than
the NCB Co-op Mortgage Loans, the General Special Servicer pursuant to Section 3.14(b) on behalf of the Trustee for the
benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit of the related Serviced Companion
Noteholder, which shall initially be entitled “Midland Loan Services, a Division of PNC Bank, National Association, as General
Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of
BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24, REO Account” and (b) with respect to the
NCB Co-op Mortgage Loans, the NCB Special Servicer, pursuant to and for the benefit of the Persons specified in Section 3.14(b),
which shall be titled “National Cooperative Bank, N.A., as NCB Special Servicer, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered holders of the BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates,
Series 2019-BNK24”. Any such account or accounts shall be an Eligible Account.


 


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


 


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


 


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


 


“REO Loan”:
Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan, as applicable), deemed for
purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding for so long
as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced Mortgage Loan)
remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise has the same
terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation, with respect
to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without regard to
the default on


 



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such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have an initial
outstanding principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal Balance,
respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition.
All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related
REO Acquisition, including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect of an
REO Loan. All amounts payable or reimbursable to the applicable Master Servicer, the applicable Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor
Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition, including, without limitation, any
unpaid Special Servicing Fees and Servicing Fees, additional trust fund expenses and any unreimbursed Advances, together with any
interest accrued and payable to the applicable Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance
with Section 3.03(d) or Section 4.03(d), shall continue to be payable or reimbursable to the applicable Master Servicer,
the applicable Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the
Trustee, as applicable, in respect of an REO Loan. In addition, Unliquidated Advances and Nonrecoverable Advances with respect
to such REO Loan, in each case, that were paid from collections on the related Mortgage Loans and resulted in principal distributed
to the Certificateholders being reduced as a result of the first proviso in the definition of “Aggregate Principal Distribution
Amount” shall be deemed outstanding until recovered. Notwithstanding anything to the contrary, with respect to each Serviced
Whole Loan, no amounts relating to the related REO Property or REO Loan allocable to the related Serviced Pari Passu Companion
Loan, as applicable, will be available for amounts due to the Certificateholders or to reimburse the Trust, other than in the limited
circumstances related to Servicing Advances, indemnification payments, Special Servicing Fees and other reimbursable expenses related
to such Serviced Whole Loan incurred with respect to such Serviced Whole Loan, in accordance with Section 3.05(a), or with
respect to an AB Subordinate Companion Loan, as set forth in the related Intercreditor Agreement.


 


For the avoidance of
doubt, references to any successor REO Loan with respect to any Mortgage Loan shall not include amounts allocable to any related
Companion Loan, and references to any successor REO Loan with respect to any Companion Loan shall not include amounts allocable
to any related Mortgage Loan.


 


“REO Property”:
A Mortgaged Property acquired by the applicable Special Servicer on behalf of, and in the name of, the Trustee or a nominee thereof
for the benefit of the Certificateholders (and the related Companion Holder, subject to the related Intercreditor Agreement, with
respect to a Mortgaged Property securing a Serviced Whole Loan) to the extent set forth herein and the Trustee (as holder of the
Lower-Tier Regular Interests) (and also including, if applicable, the Trust’s beneficial interest in a Non-Serviced Mortgaged
Property acquired by the applicable Non-Serviced Special Servicer on behalf of, and in the name of, the applicable Non-Serviced
Trustee or a nominee thereof for the benefit of the certificateholders under the applicable Non-Serviced Trust) through foreclosure,
acceptance of a deed in lieu of foreclosure or otherwise in accordance with applicable law in connection with the default or imminent
default of a Mortgage Loan. References herein to a Special Servicer acquiring, maintaining, managing, inspecting, insuring, selling
or reporting or to Appraisal Reduction


 



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Amounts and Final Recovery Determinations with respect to an “REO Property”,
shall not include the Trust’s beneficial interest in a Non-Serviced Mortgaged Property. For the avoidance of doubt, REO Property,
to the extent allocable to a Companion Loan, shall not be an asset of the Trust Fund, any Trust REMIC or the Grantor Trust.


 


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


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting Requirements”:
As defined in Section 11.12.


 


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


 


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


 


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


 


“Repurchased
Note”: As defined in Section 3.30(a).


 


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


 


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


 


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


 


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


 


“Required Credit
Risk Retention Percentage”: 5%.


 


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


 


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


 


“Resolved”:
With respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related Mortgage Loan has been
repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been substituted for the
related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable Mortgage Loan Seller
has made a Loss of Value Payment, (v) a contractually binding agreement 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 is no


 



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longer property of the Trust as a result
of a sale or other disposition in accordance with this Agreement.


 


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


 


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


 


“Retained Certificate
Available Funds”: With respect to any Distribution Date, an amount equal to the sum of (i) the Required Credit Risk Retention
Percentage of the Aggregate Available Funds for such Distribution Date and (ii) the Retained Certificate Gain-on-Sale Remittance
Amount.


 


“Retained Certificate
Gain-on-Sale Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit in the Retained
Certificate Gain-on-Sale Reserve Account on such Distribution Date, and (ii) the Required Credit Risk Retention Percentage of the
Aggregate Gain-on-Sale Entitlement Amount.


 


“Retained Certificate
Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and
maintained by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the
Holders of the RR Interest, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BANK 2019-BNK24,
Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24, Retained Certificate Gain-on-Sale Reserve Account”. Any
such account shall be an Eligible Account or a subaccount of an Eligible Account.


 


“Retained Certificate
Interest Distribution Amount”: With respect to the RR Interest for any Distribution Date, an amount equal to the product
of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of interest distributed to the Holders of the Regular
Certificates (other than the RR Interest) pursuant to Sections 4.01(a)(i), (iv), (vii), (x), (xiii),
(xvi), (xix), (xxii) and (xxv) on such Distribution Date.


 


“Retained Certificate
Principal Distribution Amount”: With respect to the RR Interest for any Distribution Date, an amount equal to the product
of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of principal distributed to the Holders of the Regular
Certificates (other than the RR Interest) pursuant to Sections 4.01(a)(ii), (v), (viii), (xi), (xiv),
(xvii), (xx), (xxiii) and (xxvi) on such Distribution Date.


 



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“Retained Certificate
Realized Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the product of (A) the Required
Credit Risk Retention Percentage and (B) the aggregate Stated Principal Balance (for purposes of this definition only, not giving
effect to any reductions of the Stated Principal Balance for payments of principal collected on the Mortgage Loans that were used
to reimburse any Workout-Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed
Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and any successor REO Loans
expected to be outstanding immediately following such Distribution Date, is less than (ii) the Certificate Balance of the RR Interest
after giving effect to distributions of principal on such Distribution Date.


 


“Retained Certificate
Realized Loss Distribution Amount”: With respect to the RR Interest for any Distribution Date, an amount equal to the
product of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of reimbursed Realized Losses and interest
thereon distributed to the Holders of the Regular Certificates (other than the RR Interest) pursuant to Sections 4.01(a)(iii),
(vi), (ix), (xii), (xv), (xviii), (xxi), (xxiv) and (xxvii) on such Distribution
Date.


 


“Retained Defeasance
Rights and Obligations”: Any of the rights and obligations of the Mortgage Loan Sellers defined in Section 3.18(i).


 


“Retained Fee
Rate”: A rate equal to (A) 0.0100% per annum with respect to each NCB Mortgage Loan, and (B) with respect to each
Mortgage Loan (other than the NCB Mortgage Loans) a rate that causes the Transferable Servicing Interest to equal zero.


 


“Retained Interest
Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be deemed to be owned
by the Holders of the RR Interest in proportions equal to their respective Percentage Interests.


 


“Retaining Parties”:
Each of Bank of America, National Association, Morgan Stanley Bank, N.A. and Wells Fargo Bank, National Association, acting as
Holder of the RR Interest, and any successor Holder of all or part of the RR Interest.


 


“Retaining Sponsor”:
Bank of America, National Association, acting as retaining sponsor as such term is defined in the Risk Retention Rules.


 


“Reverse Sequential
Order”: With respect to any distribution or allocation relating to principal in respect of the Principal Balance Certificates
(other than the RR Interest):


 


first, to the
Class H Certificates;


 


second, to the
Class G Certificates;


 


third, to the
Class F Certificates;


 


fourth, to the
Class E Certificates;


 


fifth, to the
Class D Certificates;


 



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sixth, to the
Class C Certificates;


 


seventh, to the
Class B Certificates;


 


eighth, to the
Class A-S Certificates; and


 


ninth, pro
rata (based on their respective Certificate Balances), to the Class A-1, Class A-SB, Class A-2 and Class A-3 Certificates,
in each case until the remaining Certificate Balances of such Classes of Certificates have been reduced to zero.


 


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


 


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


 


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


 


“Risk Retention
Allocation Percentage”: A percentage equal to the Required Credit Risk Retention Percentage divided by the Non-Retained
Percentage.


 


“Risk Retention
Consultation Party”: The Risk Retention Consultation Party shall be the party selected by the Holders of more than 50%
of the RR Interest (by Certificate Balance, as determined by the Certificate Registrar) from time to time. The Depositor shall
promptly provide the name and contact information for the initial Risk Retention Consultation Party upon request of any party to
this Agreement and any such requesting party may conclusively rely on the name and contact information provided by the Depositor.
The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the Risk Retention
Consultation Party has not changed until such parties receive written notice of the identity and contact information of a replacement
of the Risk Retention Consultation Party from a party holding the requisite interest in the RR Interest (as confirmed by the Certificate
Registrar). The initial Risk Retention Consultation Party shall be Bank of America, National Association, a national banking association.


 


“Risk Retention
Requirements”: The credit risk retention requirements of Section 15G of the Exchange Act (15 U.S.C. §78o-11), as
added by Section 941 of the Dodd-Frank Act.


 


“Risk Retention
Rules”: The joint final rule that was promulgated to implement the Risk Retention Requirements (which such joint final
rule has been codified, inter alia, at 17 C.F.R. § 246), as such rule may be amended from time to time, and subject to such
clarification and interpretation as have been provided by the Office of the Comptroller of the Currency, the Board of Governors
of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Commission and
the Department of Housing and Urban Development in the adopting release (79 Fed. Reg. 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,
as of the applicable compliance date specified therein. Any reference to a Section of the Risk Retention Rules shall mean the subsection
of the Risk


 



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Retention Rules identified with the same corresponding number as the referenced “Section”. For example,
“Section 7 of the Risk Retention Rules” means 17 C.F.R. § 246.7.


 


“RR Interest”:
A Certificate (or all Certificates, as the context may require) designated as “RR Interest” on the face thereof, in
the form of Exhibit A-4 hereto, and evidencing (i) a “regular interest” in the Upper-Tier REMIC for purposes
of the REMIC Provisions and (ii) beneficial ownership of the RR Interest Specific Grantor Trust Assets.


 


“RR Interest
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of a portion of any Excess Interest equal to
the product of (A) the Required Credit Risk Retention Percentage and (B) the aggregate amount of Excess Interest received on or
prior to the related Determination Date, related amounts in the Excess Interest Distribution Account and the proceeds thereof,
beneficial ownership of which is represented by the RR Interest.


 


“RR Interest
Transfer Restriction Period”: The period from the Closing Date to the earlier of: (a) the latest of (i) the date on which
the aggregate unpaid principal balance of all outstanding Mortgage Loans has been reduced to 33.0% of the aggregate Cut-off Date
Balance of the Mortgage Loans; (ii) the date on which the aggregate outstanding principal balance of the Principal Balance Certificates
has been reduced to 33.0% of the aggregate outstanding principal balance of the Principal Balance Certificates as of the Closing
Date; and (iii) two years after the Closing Date; and (b) the date on which the Risk Retention Rules have been effectively abolished
or amended or officially determined by the OCC, the Board of Governors of the Federal Reserve System, the FDIC, the Federal Housing
Finance Agency, the Commission and the Department of Housing and Urban Development to be no longer applicable to the Trust.


 


“Rule 144A”:
Rule 144A under the Act.


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


“Serviced AB
Mortgage Loan”: Any AB Mortgage Loan serviced pursuant to this Agreement. As of the Closing Date, there is no Serviced
AB Mortgage Loan related to the Trust.


 


“Serviced AB
Whole Loan”: Any AB Whole Loan serviced pursuant to this Agreement. As of the Closing Date, there is no Serviced AB Whole
Loan related to the Trust.


 


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


 



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“Serviced Companion
Loan Securities”: For so long as the related Mortgage Loan or any successor REO Loan is in the Trust Fund, any class
of securities backed, wholly or partially, by any Serviced Companion Loan.


 


“Serviced Companion
Noteholder”: Each of the holders of (a) a 1412 Broadway Pari Passu Companion Loan and (b) any AB Subordinate Companion
Loan related to a Serviced AB Whole Loan, as applicable.


 


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


 


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


 


“Serviced Pari
Passu Companion Loan”: Each of the 1412 Broadway Pari Passu Companion Loans.


 


“Serviced Pari
Passu Companion Loan Holder”: Any holder of record of any Serviced Pari Passu Companion Loan.


 


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


 


“Serviced Pari
Passu Mortgage Loan”: Any Mortgage Loan serviced pursuant to this Agreement that is part of a Serviced Pari Passu Whole
Loan. Each of the following is a Serviced Pari Passu Mortgage Loan: (a) the 1412 Broadway Mortgage Loan and (b) each Servicing
Shift Mortgage Loan (prior to the related Servicing Shift Securitization Date).


 


“Serviced Pari
Passu Whole Loan”: Any Whole Loan serviced pursuant to this Agreement comprised of a Serviced Mortgage Loan and one or
more Serviced Pari Passu Companion Loans. Each of the following is a Serviced Pari Passu Whole Loan: (a) the 1412 Broadway Whole
Loan, and (b) each Servicing Shift Whole Loan (prior to the related Servicing Shift Securitization Date).


 


“Serviced REO
Loan”: Any REO Loan that is serviced by a Special Servicer pursuant to this Agreement.


 


“Serviced REO
Property”: Any REO Property that is serviced by a Special Servicer pursuant to this Agreement.


 


“Serviced Securitized
Companion Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as each such Companion
Loan is included in a Regulation AB Companion Loan Securitization.


 


“Serviced Whole
Loan”: Each of the Serviced Pari Passu Whole Loans, any Serviced AB Whole Loan and each Servicing Shift Whole Loan (prior
to the related Servicing Shift Securitization Date).


 



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“Serviced Whole
Loan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Intercreditor Agreement
related to a Serviced Whole Loan.


 


“Serviced Whole
Loan Remittance Date”: With respect to any Serviced Companion Loan: (i) the date specified as the applicable remittance
date (or equivalent concept) in the related Intercreditor Agreement or (ii) if no such applicable remittance date (or equivalent
concept) is so specified in the related Intercreditor Agreement, then the earlier of (A) the Remittance Date and (B) one (1) Business
Day after the “determination date” (or any term substantially similar thereto) as defined in the related Other Pooling
and Servicing Agreement, in each case, as long as the date on which the remittance is required is at least one (1) Business Day
after the Due Date.


 


“Servicer Termination
Event”: One or more of the events described in Section 7.01(a).


 


“Servicing Account”:
The account or accounts created and maintained pursuant to Section 3.03(a).


 


“Servicing Advances”:
All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and expenses
and fees of real estate brokers) incurred by the applicable Master Servicer, the applicable Special Servicer, Certificate Administrator,
or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in the case of a
Serviced Mortgage Loan, the related Serviced Companion Loan, as applicable), other than a Non-Serviced Mortgage Loan, in respect
of which a default, delinquency or other unanticipated event has occurred or as to which a default is reasonably foreseeable or
(b) a Mortgaged Property securing a Serviced Mortgage Loan or an REO Property (other than an REO Property related to a Non-Serviced
Mortgage Loan), including, in the case of each of such clause (a) and clause (b), but not limited to, (x) the cost
of (i) compliance with the applicable Master Servicer’s obligations set forth in Section 3.03(c), (ii) the preservation,
restoration and protection of a Mortgaged Property and the priority of a Mortgage, (iii) obtaining any Insurance and Condemnation
Proceeds or any Liquidation Proceeds of the nature described in clauses (i) – (vi) of the definition of “Liquidation
Proceeds,” (iv) any enforcement or judicial proceedings with respect to a Mortgaged Property, including foreclosures and
(v) the operation, leasing, management, maintenance and liquidation of any REO Property and (y) any amount specifically designated
herein to be paid as a “Servicing Advance”. Notwithstanding anything to the contrary, “Servicing Advances”
shall not include allocable overhead of the applicable Master Servicer or the applicable Special Servicer, such as costs for office
space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses
or costs and expenses incurred by any such party in connection with its purchase of a Mortgage Loan or REO Property. None of the
Master Servicers, the Special Servicers, or the Trustee shall make any Servicing Advance in connection with the exercise of any
cure rights or purchase rights granted to the holder of a Companion Loan under the related Intercreditor Agreement or 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 and which as of
the Closing Date are listed on Exhibit Z hereto.


 



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“Servicing Fee”:
With respect to each Mortgage Loan (including each Non-Serviced Mortgage Loan), Serviced Companion Loan, and any REO Loan, the
fee payable to the applicable Master Servicer pursuant to the first paragraph of Section 3.11(a).


 


“Servicing Fee
Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan, a per annum
rate equal to 0.00250% (or, with respect to NCB Mortgage Loans, a per annum rate equal to 0.08000%) plus the rate set forth
on the Mortgage Loan Schedule for such Mortgage Loan under the heading “Primary Servicing Fee Rate”, which rate includes,
in each such case, the rate at which applicable master, primary (other than any Non-Serviced Primary Servicing Fee Rate, which
is not included under such heading) and sub-servicing fees accrue, in each case computed on the basis of the Stated Principal Balance
of the related Mortgage Loan or REO Loan in the same manner in which interest is calculated in respect of such loans. With respect
to each Serviced Companion Loan, the Servicing Fee Rate shall equal the per annum rate set forth on the Mortgage Loan Schedule
for the related Mortgage Loan under the heading “Primary Servicing Fee Rate”.


 


“Servicing File”:
A photocopy or electronic copy of all items required to be included in the Mortgage File, together with each of the following,
(a) to the extent such items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and (to
the extent that the identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates
to any period after the Closing Date) delivered by the related Mortgage Loan Seller, to the applicable Master Servicer: (i) a copy
of any engineering reports or property condition reports; (ii) other than with respect to a hospitality property (except with respect
to tenanted commercial space within a hospitality property), copies of a rent roll (or, with respect to residential cooperative
properties, maintenance schedule) and, 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; (iii) copies of related financial
statements or operating statements; (iv) 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), Mortgagor’s
certificates and certificates of hazard insurance and/or hazard insurance policies or other applicable insurance policies, if any,
delivered in connection with the closing of the related Mortgage Loan; (v) a copy of the Appraisal for the related Mortgaged Property(ies);
(vi) the documents that were delivered by or on behalf of the Mortgagor, which documents were required to be delivered in connection
with the closing of the related Mortgage Loan; (vii) for any Mortgage Loan that the related Mortgaged Property is leased to a single
tenant, a copy of the lease; and (viii) a copy of all environmental reports that were received by the applicable Mortgage Loan
Seller relating to the relevant Mortgaged Property and (b) copies of all modifications, extensions and amendments related to the
above, any Appraisals and any other document necessary to service the Mortgage Loans (other than any Non-Serviced Mortgage Loan)
and any Serviced Companion Loan, in each case, that are created or prepared after the Closing Date.


 


“Servicing Function
Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than either Master Servicer,
either Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator, that is performing activities that
address the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of


 



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the Mortgage Loans by unpaid
principal balance as of any date of determination in accordance with Article XI or (ii) the Depositor reasonably determines
that a Master Servicer or a Special Servicer may, for the purposes of the Exchange Act reporting requirements pursuant to applicable
Commission guidance, take responsibility for the assessment of compliance with the Servicing Criteria of such Person. The Servicing
Function Participants as of the Closing Date are listed on Exhibit FF hereto. Exhibit FF shall be updated and provided
to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


 


“Servicing Officer”:
Any officer and/or employee of a Master Servicer, a Special Servicer or any Additional Servicer involved in, or responsible for,
the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen signature appear on
a list of servicing officers furnished by such Master Servicer, such Special Servicer or any Additional Servicer to the Certificate
Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing Date as such list may be amended from time to
time thereafter.


 


“Servicing Shift
Lead Note”: With respect to any Servicing Shift Whole 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 Servicing Shift Whole Loan including any
amendments or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related Non-Serviced
Trust will cause servicing to shift from this Agreement to the related Non-Serviced PSA pursuant to the terms of the related Intercreditor
Agreement for such Servicing Shift Whole Loan. As of the Closing Date, there are no Servicing Shift Lead Notes related to the Trust.


 


“Servicing Shift
Mortgage Loan” With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that will be
serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the related Non-Serviced
PSA entered into in connection with the securitization, if any, of the related Servicing Shift Lead Note on and after the applicable
Servicing Shift Securitization Date. As of the Closing Date, there are no Servicing Shift Mortgage Loans related to the Trust.


 


“Servicing Shift
Securitization Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing Shift Lead
Note is included in a Non-Serviced Trust; provided that the holder of such Servicing Shift Lead Note provides each of the
parties to this Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced PSA)
with notice in accordance with the terms of the related Intercreditor Agreement that such Servicing Shift Lead Note is to be included
in such Non-Serviced Trust which notice shall include contact information for the related Non-Serviced Master Servicer, Non-Serviced
Special Servicer, Non-Serviced Certificate Administrator and Non-Serviced Trustee.


 


“Servicing Shift
Whole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes a related Servicing
Shift Mortgage Loan included in the Trust Fund and one or more Companion Loans not included in the Trust Fund, but the servicing
of which is expected to shift to the related Non-Serviced PSA entered into in connection with the securitization, if any, of the
related Servicing Shift Lead Note on or after the applicable


 



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Servicing Shift Securitization Date. As of the Closing Date, there
are no Servicing Shift Whole Loans related to the Trust.


 


“Servicing Standard”:
As defined in Section 3.01(a).


 


“Servicing Transfer
Event”: With respect to any Serviced Mortgage Loan, or related Serviced Companion Loan, the occurrence of any of the
following events:


 


(i)         the
related Mortgagor has failed to make when due any Balloon Payment, and the Mortgagor has not delivered to the applicable Master
Servicer or the applicable Special Servicer, on or before the due date of such Balloon Payment, a written and fully executed (subject
only to customary final closing conditions) refinancing commitment (or if refinancing commitments are not then customarily issued
by commercial mortgage lenders, such written, executed and binding alternative documentation as is customarily used by commercial
real estate lenders for such purpose) or purchase and sale agreement from an acceptable lender or purchaser, as applicable, and
reasonably satisfactory in form and substance to the applicable Master Servicer or applicable Special Servicer, as applicable (and
the applicable Master Servicer or the applicable Special Servicer, as applicable, shall promptly forward such documentation to
the applicable Special Servicer or the applicable Master Servicer, as applicable) which provides that a refinancing of such Mortgage
Loan or sale of the related Mortgaged Property will occur within one hundred-twenty (120) days after the date on which such Balloon
Payment will become due (provided that if either (x) such refinancing or sale does not occur before the expiration of the
time period for refinancing or sale specified in such documentation or (y) the applicable Master Servicer is required to make a
P&I Advance in respect of such Mortgage Loan (or, in the case of any Serviced Whole Loan, in respect of the Mortgage Loan included
in the same Serviced Whole Loan) at any time prior to such refinancing or sale, a Servicing Transfer Event will occur immediately);
or


 


(ii)        the
related Mortgagor has failed to make when due any Periodic Payment (other than a Balloon Payment) or any other payment (other than
a Balloon Payment) required under the related Mortgage Note or the related Mortgage, which failure has continued unremedied for
sixty (60) days; or


 


(iii)       the
applicable Master Servicer determines (in accordance with the Servicing Standard) or receives from the applicable Special Servicer
a written determination of such Special Servicer (which determination the applicable Special Servicer shall make in accordance
with the Servicing Standard and (A) with the consent of the Directing Certificateholder (other than with respect to an Excluded
Loan with respect to such party and only if no Control Termination Event has occurred and is continuing (or, with respect to a
Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the related
AB Whole Loan Controlling Holder, to the extent required by the terms of the related Intercreditor Agreement)) or (B) following
consultation with the Directing Certificateholder (other than with respect to (x) an


 



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Excluded Loan with respect to such party and
only if a Control Termination Event has occurred and is continuing but no Consultation Termination Event has occurred and is continuing
or (y) a Serviced AB Whole Loan prior to the occurrence of an AB Control Appraisal Period)), that a default in making any Periodic
Payment (other than a Balloon Payment) or any other material payment (other than a Balloon Payment) required under the related
Mortgage Note or the related Mortgage is likely to occur in the foreseeable future, and such default is likely to remain unremedied
for at least sixty (60) days beyond the date on which the subject payment will become due; or the applicable Master Servicer determines
(in accordance with the Servicing Standard) or receives from the applicable Special Servicer a written determination of such Special
Servicer (which determination the applicable Special Servicer shall make in accordance with the Servicing Standard and (A) with
the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only
if no Control Termination Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan prior to the occurrence
and continuance of an AB Control Appraisal Period, the prior consent of the holder of the related AB Whole Loan Controlling Holder,
to the extent required by the terms of the related Intercreditor Agreement)) or (B) following consultation with the Directing Certificateholder
(other than with respect to (x) an Excluded Loan with respect to such party and only if a Control Termination Event has occurred
and is continuing but no Consultation Termination Event has occurred and is continuing or (y) a Serviced AB Whole Loan prior to
the occurrence of an AB Control Appraisal Period)), that a default in making a Balloon Payment is likely to occur in the foreseeable
future, and such default is likely to remain unremedied for at least sixty (60) days beyond the date on which such Balloon Payment
will become due (or, if the Mortgagor has delivered a written and fully executed (subject only to customary final closing conditions)
refinancing commitment (or if refinancing commitments are not then customarily issued by commercial mortgage lenders, such written,
executed and binding alternative documentation as is customarily used by commercial real estate lenders for such purpose) or purchase
and sale agreement from an acceptable lender or purchaser, as applicable, and reasonably satisfactory in form and substance to
the applicable Master Servicer or the applicable Special Servicer (and such Master Servicer or such Special Servicer, as applicable,
shall promptly forward such documentation to the applicable Special Servicer or applicable Master Servicer, as applicable) which
provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within one hundred-twenty
(120) days following the date on which such Balloon Payment will become due, the applicable Master Servicer determines (in accordance
with the Servicing Standard) or receives from the applicable Special Servicer a written determination of such Special Servicer
(which determination the applicable Special Servicer shall make in accordance with the Servicing Standard and (A) with the consent
of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if no Control
Termination Event has occurred and is continuing (or, with respect to a Serviced AB Whole


 



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Loan prior to the occurrence and continuance
of an AB Control Appraisal Period, the prior consent of the related AB Whole Loan Controlling Holder, to the extent required by
the terms of the related Intercreditor Agreement)) or (B) following consultation with the Directing Certificateholder (other than
with respect to (x) an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and is continuing
but no Consultation Termination Event has occurred and is continuing or (y) a Serviced AB Whole Loan prior to the occurrence of
a Control Appraisal Period)), that (A) the Mortgagor is likely not to make one or more Assumed Scheduled Payments prior to such
a refinancing or sale or (B) such refinancing or sale is not likely to occur within one hundred-twenty (120) days following the
date on which such Balloon Payment will become due); or


 


(iv)       there
shall have occurred a default (including, in the applicable Master Servicer’s or the applicable Special Servicer’s
judgment, the failure of the related Mortgagor to maintain any insurance required to be maintained pursuant to the related Mortgage
Loan documents, unless such default has been waived in accordance with Section 3.07 or Section 3.18) under the related
Mortgage Loan documents, other than as described in clause (i) or (ii) above, that may, in the good faith and reasonable
judgment of the applicable Master Servicer or the applicable Special Servicer (and, in the case of the applicable Special Servicer
(A) with the consent of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party
and only if no Control Termination Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, prior to
the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the related AB Whole Loan Controlling Holder,
to the extent required by the terms of the related Intercreditor Agreement) or (B) following consultation with the Directing Certificateholder
(other than with respect to an Excluded Loan with respect to such party and only if a Control Termination Event has occurred and
is continuing but no Consultation Termination Event has occurred and is continuing))), materially impair the value of the related
Mortgaged Property as security for such Mortgage Loan or Serviced Whole Loan or otherwise materially and adversely affect the interests
of Certificateholders (or, in the case of any Serviced Whole Loan, the interests of any related Serviced Companion Noteholder),
which default has continued unremedied for the applicable cure period under the terms of such Mortgage Loan or Serviced Whole Loan
(or, if no cure period is specified, sixty (60) days); or


 


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


 



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(vi)       the
related Mortgagor shall have consented to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all
or substantially all of its property; or


 


(vii)      the
related Mortgagor shall have admitted in writing its inability to pay its debts generally as they become due, filed a petition
to take advantage of any applicable insolvency or reorganization statute, made an assignment for the benefit of its creditors,
or voluntarily suspended payment of its obligations; or


 


(viii)     the
applicable Master Servicer or the applicable Special Servicer shall have received notice of the commencement of foreclosure or
similar proceedings with respect to the corresponding Mortgaged Property; or


 


(ix)        the
applicable Master Servicer or the applicable Special Servicer (and in the case of the applicable Special Servicer, with the consent
of the Directing Certificateholder (other than with respect to an Excluded Loan with respect to such party and only if no Control
Termination Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan prior to the occurrence and continuance
of a Control Appraisal Period, the prior consent of the related AB Whole Loan Controlling Holder, to the extent required by the
terms of the related Intercreditor Agreement))) determines that (i) a default (including, in the applicable Master Servicer’s
or the applicable Special Servicer’s judgment, the failure of the related Mortgagor to maintain any insurance required to
be maintained pursuant to the related Mortgage Loan documents, unless such default has been waived in accordance with Section
3.07 or Section 3.18) under the Mortgage Loan documents (other than as described in clause (iii) above) is imminent
or reasonably foreseeable, (ii) such default will materially impair the value of the corresponding Mortgaged Property as security
for the Mortgage Loan or Serviced Pari Passu Companion Loan (if any) or otherwise materially and adversely affect the interests
of Certificateholders (or the related Serviced Pari Passu Companion Loan Holder) and (iii) the default is likely to continue unremedied
for the applicable cure period under the terms of the Mortgage Loan documents, or, if no cure period is specified and the default
is capable of being cured, for sixty (60) days;


 


provided that
any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan shall
be a Specially Serviced Loan so long as such Mortgage Loan is cross-collateralized with a Specially Serviced Loan. If any Serviced
Companion Loan becomes a Specially Serviced Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced Loan.
If any Serviced Mortgage Loan becomes a Specially Serviced Loan, any related Serviced Companion Loan shall also become a Specially
Serviced Loan. With respect to a Non-Serviced Mortgage Loan, the occurrence of a “Servicing Transfer Event” shall be
as defined in the Non-Serviced PSA.


 


“Significant
Obligor”: As defined in Section 11.16.


 



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“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth (4th) calendar quarter
of any calendar year), the date that is fifteen (15) days after the Distribution Date occurring on or immediately following the
date on which financial statements for such calendar quarter are required to be delivered to the related lender under the related
Mortgage Loan documents.


 


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


 


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


 


“Sole Certificateholder”:
Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book-Entry Certificate or a Holder of a Definitive Certificate
holding 100% of the then-outstanding Class X-F, Class X-G, Class X-H, Class F, Class G and Class H Certificates; provided,
that the Certificate Balances of the Class A-1, Class A-SB, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D and Class
E Certificates have been reduced to zero.


 


“Special Notice”:
As defined in Section 5.06.


 


“Special Servicer”:
With respect to (i) each of the Mortgage Loans (other than any NCB Mortgage Loan, any Non-Serviced Mortgage Loan and any Excluded
Special Servicer Loan), the Serviced Companion Loans, any REO Property acquired by the Trust with respect to any such Mortgage
Loan and any matters relating to the foregoing, the General Special Servicer, and its successors in interest and assigns, or any
successor special servicer appointed as herein provided, (ii) any NCB Mortgage Loan, any REO Property acquired by the Trust with
respect to any such NCB Mortgage Loan and any matters relating to the foregoing, the NCB Special Servicer and (iii) any Excluded
Special Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant to Section 7.01(g) of this Agreement, as
applicable and as the context may require.


 


“Special Servicing
Fee”: With respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan), the fee payable
to the related Special Servicer pursuant to Section 3.11(b).


 


“Special Servicing
Fee Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage Loan) on
a loan by loan basis, (a) with respect to the Special Servicer with respect to Mortgage Loans other than the NCB Mortgage Loans,
the greater of (i) a per annum rate of 0.25000% and (ii) the per annum rate that would result in a special servicing
fee for the related month of (A) $3,500 or (B) with respect to any Mortgage Loan with respect to which the Risk Retention Consultation
Party is entitled to consult with the Special Servicer, for so long as the related Mortgage Loan is a Specially Serviced Loan during
the occurrence and continuance of a Consultation Termination Event, $5,000, and (b) with respect to the Special Servicer with respect
to NCB Mortgage Loans, the greater of 0.25000% and the per annum rate that would result in a Special Servicing Fee of $1,000
for the related month.


 


“Specially Serviced
Loan”: As defined in Section 3.01(a).


 



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“Sponsors”:
The Mortgage Loan Sellers.


 


“Startup Day”:
The day designated as such in Section 10.01(b).


 


“Stated Principal
Balance”: With respect to any Mortgage Loan, as of any date of determination, an amount equal to (x) the Cut-off Date
Balance of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, as of the date it is added to the Trust,
the unpaid principal balance of such Mortgage Loan after application of all scheduled payments of principal and interest due during
or prior to the month of substitution, whether or not received) minus (y) the sum of:


 


(i)         the
principal portion of each Periodic Payment due on such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, due after the Due Date in the related month of substitution), to the extent received from the Mortgagor or advanced
by the applicable Master Servicer;


 


(ii)        all
Principal Prepayments received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute
Mortgage Loan, after the Due Date in the related month of substitution);


 


(iii)       the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan) and Liquidation
Proceeds received with respect to such Mortgage Loan after the Cut-off Date (or in the case of a Qualified Substitute Mortgage
Loan, after the Due Date in the related month of substitution); and


 


(iv)       any
reduction in the outstanding principal balance of such Mortgage Loan resulting from a Deficient Valuation or a modification of
such Mortgage Loan pursuant to the terms and provisions of this Agreement that occurred prior to the end of the Collection Period
for the most recent Distribution Date.


 


With respect to any REO
Loan that is a successor to a Mortgage Loan, as of any date of determination, the Stated Principal Balance shall be an amount equal
to (x) the Stated Principal Balance of the predecessor Mortgage Loan as of the date of the related REO Acquisition, minus
(y) the sum of:


 


(i)         the
principal portion of any P&I Advance made with respect to such REO Loan; and


 


(ii)        the
principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage Loan),
Liquidation Proceeds and REO Revenues received with respect to such REO Loan.


 


A Mortgage Loan or an
REO Loan that is a successor to a Mortgage Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated
Principal Balance until the Distribution Date on which the payments or other proceeds, if any, received in connection with a


 



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Liquidation
Event in respect thereof are to be (or, if no such payments or other proceeds are received in connection with such Liquidation
Event, would have been) distributed to Certificateholders.


 


With respect to each
Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion
Loan as of such date. On any date of determination, the Stated Principal Balance of each Whole Loan shall equal the sum of the
Stated Principal Balances of the related Mortgage Loan and the related Companion Loan(s), as applicable, on such date.


 


With respect to any REO
Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance shall equal (x) the
Stated Principal Balance of the predecessor Companion Loan as of the date of the related REO Acquisition, minus (y) the
principal portion of any amounts allocable to the related Companion Loan in accordance with the related Intercreditor Agreement.


 


With respect to any Mortgage
Loan or REO Loan that is paid in full or any Mortgage Loan or REO Loan (or REO Property) liquidated, as of the first Distribution
Date that follows the end of the Collection Period during which payments or other proceeds are received in connection with a Liquidation
Event with respect to such Mortgage Loan or REO Loan (or REO Property), as applicable, notwithstanding that a loss may occur in
connection with such Liquidation Event, the Stated Principal Balance of the Mortgage Loan or REO Loan shall be zero.


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the CMBS market) of Mortgage Loans but performs one or more discrete functions identified in Item
1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of a Master Servicer, a Special Servicer,
the Operating Advisor, an Additional Servicer or a Sub-Servicer.


 


“Subject Loan”:
As defined in Section 12.02(b).


 


“Subordinate
Certificate”: Any Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificate.


 


“Subordinate
Companion Holder”: The holder of any AB Subordinate Companion Loan.


 


“Sub-Servicer”:
Any Person that services Mortgage Loans on behalf of a Master Servicer, a Special Servicer or an Additional Servicer and is responsible
for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the material servicing
functions required to be performed by such Master Servicer, such Special Servicer or an Additional Servicer under this Agreement,
with respect to some or all of the Mortgage Loans that are identified in Item 1122(d) of Regulation AB.


 



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“Sub-Servicing
Agreement”: The written contract between a Master Servicer or a Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.20.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b), 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 removed 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(s) being
replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


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


 


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


 


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


 


“Termination
Purchase Amount”: The sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) then
included in the Trust, (2) the appraised value of the Trust’s portion of all REO Properties then included in the Trust (which
fair market value for any REO Property may be less than the Purchase Price for the corresponding REO Loan), as determined by an
appraiser selected by the applicable Special Servicer and approved by the applicable Master Servicer and the Controlling Class
and (3) if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the terms of the related Non-Serviced
PSA, the pro rata portion of the fair market value of the related property, as determined by the related Non-Serviced Master
Servicer in accordance with clause (2) above.


 


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


 


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


 


“Transferable
Servicing Interest”: With respect to each Mortgage Loan or Serviced Pari Passu Companion Loan (and any successor REO
Loan with respect thereto), the amount by which the related Servicing Fee otherwise payable to the applicable Master Servicer


 



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hereunder
exceeds the sum of (i) the fee payable to the applicable Master Servicer as the portion of the Servicing Fee attributable to primary
servicing and (ii) the amount of the Servicing Fee calculated using the Retained Fee Rate, which Transferable Servicing Interest
is subject to reduction by the Trustee pursuant to Section 3.11(a) of this Agreement. For the avoidance of doubt, the Transferable
Servicing Interest (A) with respect to each NCB Mortgage Loan is six (6) basis points, and (B) with respect to each Mortgage Loan
(other than the NCB Mortgage Loans) is zero.


 


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


 


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


 


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


 


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


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “BANK 2019-BNK24”.


 


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


 



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Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies
of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular
Interests; and (xii) the proceeds of the foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral
accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor). For the avoidance
of doubt, no Retained Defeasance Rights and Obligations will be an asset of the Trust.


 


“Trust-Related
Litigation”: As defined in Section 3.32.


 


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


 


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


 


“Trustee Fee”:
The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which fee is included
as part of the Certificate Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to any Companion Loan
or the Stated Principal Balance of any Companion Loan. The Trustee Fee shall be equal to $290 per month and shall be paid as a
portion of the Certificate Administrator Fee.


 


“UCC”:
The Uniform Commercial Code, as enacted in each applicable state.


 


“UCC Financing
Statement”: A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.


 


“Uncovered Amount”:
With respect to any Master Servicer’s Collection Account, any additional trust fund expense, Nonrecoverable Advance or other
item that would be payable or reimbursable out of general funds (as opposed to a specific source of funds) in such Collection Account
pursuant to this Agreement, but which cannot be so paid or reimbursed because such general funds are insufficient to cover such
payment or reimbursement; provided, that any such additional trust fund expense, Nonrecoverable Advance or other item shall be
an Uncovered Amount only to the extent that such general funds are insufficient to cover the payment or reimbursement thereof.


 


“Underwriters”:
BofA Securities, Inc., Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC, Academy Securities, Inc. and Drexel Hamilton,
LLC.


 


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


 


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


 


“Unliquidated
Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that
made the Advance hereunder, on the


 



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one hand, and the Trust, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant
to subsections (iii) and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise
from collections on or the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was made.


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following:
(a) all Principal Prepayments received on such Mortgage Loan on or prior to the Determination Date and (b) the principal portions
of all Liquidation Proceeds, Insurance and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees, accrued interest
on Advances and other additional expenses of the Trust incurred in connection with the related Mortgage Loan) and, if applicable,
REO Revenues received with respect to such Mortgage Loan and any REO Loans on or prior to the related Determination Date, but in
each case only to the extent that such principal portion represents a recovery of principal for which no advance was previously
made pursuant to Section 4.03 in respect of a preceding Distribution Date.


 


“Unsolicited
Information”: As defined in Section 12.01(b)(iii).


 


“Upper-Tier
REMIC”: One of the REMICs comprising the Trust, the assets of which consist of the Lower-Tier Regular Interests and such
amounts as shall from time to time be held in the Upper-Tier REMIC Distribution Account.


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BANK 2019-BNK24,
Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24, Upper-Tier REMIC Distribution Account”. Any such account
or accounts shall be an Eligible Account.


 


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


 


“U.S. Tax Person”:
A citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury
Regulations) or other entity created or organized in, or under the laws of, the United States, any State thereof or the District
of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose income
is subject to United States federal income tax regardless of its source or a trust if a court within the United States is able
to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority
to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts
in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


“Voting Rights”:
The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times during the term
of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows: (i) 2% in the
case


 



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of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts as of the date of determination)
and (ii) in the case of the Principal Balance Certificates (other than the RR Interest), a percentage equal to the product of 98%
and a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection with any vote for purposes
of determining whether to remove the applicable Special Servicer pursuant to Section 7.01(d) or the Operating Advisor pursuant
to Section 3.26(j), taking into account any notional reduction in the Certificate Balance for Cumulative Appraisal Reduction
Amounts allocated to the Certificates pursuant to Section 4.05(a)) of such Class, in each case, determined as of the Distribution
Date immediately preceding such time, and the denominator of which is equal to the aggregate Certificate Balance (and solely in
connection with any vote for purposes of determining whether to remove the applicable Special Servicer pursuant to Section 7.01(d)
or the Operating Advisor pursuant to Section 3.26(j), taking into account any notional reduction in the Certificate Balance
for Cumulative Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a)) of the Principal Balance
Certificates (other than the RR Interest), determined as of the Distribution Date immediately preceding such time. None of the
Class R or Class V Certificates or RR Interest will be entitled to any Voting Rights.


 


“Weighted Average
Net Mortgage Rate”: With respect to any Distribution Date, the weighted average of the applicable Net Mortgage Rates
of the Mortgage Loans (including any Non-Serviced Mortgage Loans) as of the first day of the related Collection Period, weighted
on the basis of their respective Stated Principal Balances immediately following the preceding Distribution Date (or, in the case
of the initial Distribution Date, as of the Closing Date).


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor
provisions.


 


“WHFIT Regulations”:
Treasury Regulations Section 1.671-5, as amended or successor provisions.


 


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor
provisions.


 


“Whole Loan”:
Any of (i) the 55 Hudson Yards Whole Loan, (ii) the Jackson Park Whole Loan, (iii) the 1412 Broadway Whole Loan, (iv) the Parklawn
Building Whole Loan; (v) the Park Tower at Transbay Whole Loan, (vi) the Giant Anchored Portfolio Whole Loan and (vii) the ILPT
Industrial Portfolio Whole Loan.


 


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


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage
Loan on or before the date such Mortgage Loan becomes (or, but for the making of three (3) Periodic Payments under its modified
terms, would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to
the extent that (i) such Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance
on or before the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued
and unpaid interest thereon) becomes an obligation of the related


 



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Mortgagor to pay such amount under the terms of the modified
loan documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall not in any manner
limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.


 


“Workout Fee”:
The fee paid to the applicable Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).


 


“Workout Fee
Rate”: With respect to each Corrected Loan and in accordance with Section 3.11(c), a fee of 1.00% of each collection
(other than Penalty Charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation Fee would
be paid), including (i) Periodic Payments, (ii) Balloon Payments (other than the Balloon Payments that are received within one
hundred and twenty (120) days following the related Maturity Date as a result of a Mortgage Loan or Serviced Whole Loan being refinanced
or otherwise repaid in full if such Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan solely because of a
Servicing Transfer Event described in clause (i) of the definition of “Servicing Transfer Event”), (iii) Principal
Prepayments and (iv) payments (other than those included in clause (i) or (ii) of this definition) at maturity or
on the Anticipated Repayment Date, received on each Corrected Loan for so long as it remains a Corrected Loan.


 


“XML”:
Extensible Markup Language.


 


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


 


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


 


(i)         All
calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made on the
basis of a three hundred-sixty (360) day year consisting of twelve (12) 30-day months.


 


(ii)        Any
Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the applicable
Master Servicer or the applicable Special Servicer; provided, however, that for purposes of calculating distributions
on the Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied
in accordance with the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding
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(iii)       Any
reference to the Certificate Balance of any Class of Principal Balance Certificates on or as of a Distribution Date shall refer
to the Certificate Balance of such Class of Principal Balance Certificates on such Distribution Date after giving effect to (a)
any distributions made on such Distribution Date pursuant to Section 4.01(a) or Section 4.01(b), as applicable, and
Section 4.01(c), (b) any Realized Losses or Retained Certificate Realized Losses, as applicable, allocated to such Class
of Principal Balance Certificates on that Distribution Date pursuant to Section 4.04, and (c) any recoveries on the related
Mortgage Loans of Nonrecoverable Advances (plus interest thereon) that were previously reimbursed from principal collections on
the related Mortgage Loans, that resulted in a reduction of the Principal Distribution Amount or the Retained Certificate Principal
Distribution Amount, as applicable, which recoveries are allocated to such Class of Principal Balance Certificates, and added to
the Certificate Balance pursuant to Section 4.04(a).


 


(iv)       Unless
otherwise specifically provided for herein, all net present value calculations and determinations made with respect to a Mortgage
Loan, Serviced Companion Loan, Mortgaged Property or REO Property (including for purposes of the definition of “Servicing
Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal
and interest payments on a Mortgage Loan, Serviced Companion Loan, as applicable, or sale by the applicable Special Servicer of
a Defaulted Loan, the highest of (x) the rate determined by the applicable Master Servicer or the applicable Special Servicer,
as applicable, that approximates the market rate that would be obtainable by the related Mortgagor on similar non-defaulted debt
of such Mortgagor as of such date of determination, (y) the Mortgage Rate on the applicable Mortgage Loan or Serviced Companion
Loan based on its outstanding principal balance and (z) the yield on 10-year U.S. treasuries as of such date of determination,
and (b) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal
(or update of such Appraisal) of the related Mortgaged Property.


 


(v)        Any
reference to “expense of the trust” or “additional trust fund expense” or words of similar import shall
be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor
Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement
refers to this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following
application of trust fund expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu,
to the Trust and Serviced Pari Passu Companion Loans in accordance with the respective outstanding principal balances of the related
Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loans or (ii) with respect to any Serviced AB Whole Loan, first,
to the related AB Subordinate Companion Loan and then, pro rata and pari passu, to the Trust and Serviced
Pari Passu Companion Loans in accordance with the respective outstanding principal balances of the related Serviced AB Mortgage
Loan and Serviced Pari Passu Companion Loans.


 


[End of Article I]


 



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Article
II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01     Conveyance
of Mortgage Loans. (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust,
appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee, in trust, without recourse, for
the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests) all the right, title and
interest of the Depositor, including any security interest therein for the benefit of the Depositor, in, to and under (i) the
Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4 (other than Section 4(c), (d), (e) and (g)) and
5 (other than Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15,
17 and 18 of each of the Mortgage Loan Purchase Agreements; (iii) the Intercreditor Agreements; (iv) all scheduled or unscheduled
payments on or collections in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute
Mortgage Loan, the Due Date in the month of substitution); (v) any REO Property (to the extent of the Depositor’s interest
therein) or the Depositor’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under
the related Non-Serviced PSA; (vi) all revenues received in respect of any REO Property (to the extent of the Depositor’s
interest therein); (vii) the applicable Master Servicer’s, the applicable Special Servicer’s, the Certificate Administrator’s
and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant
to this Agreement and any proceeds thereof (to the extent of the Depositor’s interest therein); (viii) any Assignment of
Leases and any security agreements (to the extent of the Depositor’s interest therein); (ix) any letters of credit, indemnities,
guaranties or lease enhancement policies given as additional security for any related Mortgage Loans (to the extent of the Depositor’s
interest therein); (x) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the
Depositor’s interest therein), amounts on deposit in the Collection Accounts (to the extent of the Depositor’s interest
therein), the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Depositor’s interest in such
Gain-on-Sale Reserve Account), the Retained Certificate Gain-on-Sale Reserve Account (to the extent of the Depositor’s interest
in such Retained Certificate Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Depositor’s interest
in such REO Account), including any reinvestment income, as applicable; (xi) any Environmental Indemnity Agreements (to the extent
of the Depositor’s interest therein); (xii) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement
(to the extent not covered by clause (ii) above); (xiii) the Lower-Tier Regular Interests; and (xiv) the proceeds of the
foregoing (other than any interest earned on deposits in the lock-box accounts, cash collateral accounts, escrow accounts and
any reserve accounts, to the extent such interest belongs to the related Mortgagor, and any Retained Defeasance Rights and Obligations
with respect to the Mortgage Loans) (collectively, the “Conveyed Property”). Such assignment includes all interest
and principal received or receivable on or with respect to the Mortgage Loans (in each case, other than (i) payments of principal
and interest due and payable on the Mortgage Loans on or before the Cut-off Date; (ii) prepayments of principal collected on or
before the Cut-off Date; and (iii) with respect to those Mortgage Loans that were closed in December 2019 but have their first
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December 2019, any interest amounts relating to the period prior to the Cut-off Date). The transfer of the Mortgage
Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 13.07, is intended
by the parties to constitute a sale. In connection with the assignment to the Trustee of Sections 2, 3, 4 (other than Section
4(c), (d) and (f)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing, Sections 9,
10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage Loan Purchase Agreements, it is intended that the Trustee get the benefit
of Sections 10, 13 and 15 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall
use its best efforts to make available to the Trustee the benefits of Sections 10, 13 and 15 in connection therewith.


 


(b)        In
connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby
represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement
to deliver and deposit with, or cause to be delivered to and deposited with, the Custodian, (A) on or before the Closing Date,
the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause (i)
of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost, a lost
note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage
File”) and (B) on or before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for each
Mortgage Loan and, except in the case of a Mortgage Loan that is a Non-Serviced Whole Loan as of the Closing Date, any other items
required to be delivered or deposited by the Mortgage Loan Seller pursuant to this Agreement (other than amounts from reserve accounts
and originals of letters of credit, which shall be transferred to the applicable Master Servicer) for each Mortgage Loan. If the
applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note,
the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to
have been satisfied upon such Mortgage Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note, together
with an affidavit certifying that the original thereof has been lost or destroyed and indemnifying the Trustee and the Trust. If
the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or
instruments referred to in clauses (ii), (iv), (vii) and (ix) of the definition of “Mortgage
File” (or, if applicable, a copy thereof) with evidence of filing or recording thereon (if intended to be recorded or filed),
solely because of a delay caused by the public filing or recording office where such document or instrument has been delivered,
or will be delivered within ten (10) Business Days of the Closing Date, for filing or recordation, the delivery requirements of
the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied on a provisional
basis as of the Closing Date as to such non-delivered document or instrument, and such non-delivered document or instrument shall
be deemed to have been included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or
instrument (certified by the applicable public filing or recording office, the applicable title insurance company or the applicable
Mortgage Loan Seller to be a true and complete copy of the original thereof submitted or to be submitted for filing or recording)
is delivered to the Custodian on or before the date set forth herein, and either the original of such non-delivered document or
instrument, or a photocopy thereof (certified by the appropriate county recorder’s office or the applicable title insurance
company, in the case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage
File”, to be a true and complete copy of the original thereof submitted for recording),


 



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with evidence of filing or recording
thereon, is delivered to the Custodian within one hundred-eighty (180) days of the Closing Date (or within such longer period,
not to exceed eighteen (18) months, after the Closing Date as the Custodian shall consent to as long as the applicable Mortgage
Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following such
180–day period after the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county
recorder’s office such original or photocopy). If the applicable Mortgage Loan Seller is required to, but cannot, deliver,
or cause to be delivered, as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii),
(iv), (vii), and (ix) (or, if applicable, a copy thereof) of the definition of “Mortgage File,”
with evidence of filing or recording thereon (if intended to be recorded or filed), for any other reason, including, without limitation,
that such non-delivered document or instrument has been lost or destroyed, the delivery requirements of the applicable Mortgage
Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied as to such non-delivered document
or instrument, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a photocopy
of such non-delivered document or instrument (with evidence of filing or recording thereon and certified in the case of the documents
and/or instruments referred to in clause (ii) of the definition of “Mortgage File” by the appropriate county
recorder’s office or the applicable title insurance company to be a true and complete copy of the original thereof submitted
for recording) is delivered to the Custodian on or before the date set forth herein. Neither the Trustee nor any Custodian shall
in any way be liable for any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery requirements of the
related Mortgage Loan Purchase Agreement and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan, subject
to the next sentence, the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable form
or form suitable for filing or recording, if applicable) any one of the assignments in favor of the Trustee referred to in clause
(iii), clause (v), or clause (x) of the definition of “Mortgage File” solely because of the unavailability
of filing or recording information as to any existing document or instrument, such Mortgage Loan Seller may provisionally satisfy
the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such
assignment by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially
in the form of Exhibit H; provided that all required original assignments with respect to such Mortgage Loan (in
fully complete and recordable form or form suitable for filing or recording, if applicable) are delivered to the Custodian within
one hundred-eighty (180) days after the Closing Date (or within such longer period, not to exceed eighteen (18) months, which the
Custodian shall consent to so long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian
no less often than every ninety (90) days following such 180–day period after the Closing Date, attempting in good faith
to obtain from the appropriate public filing office or county recorder’s office the applicable filing or recording information
as to the related document or instrument); and provided, further, that in the case of a Non-Serviced Mortgage Loan,
the delivery of any such assignments shall be subject to clause (e) and clause (f) of the first proviso to the definition
of “Mortgage File” herein. As to any Mortgage Loan, the related Mortgage Loan Seller or its agent is responsible for
recording or filing, as applicable, any one of the assignments in favor of the Trustee referred to in clause (iii), clause
(v), or clause (x) of the definition of “Mortgage File”, and such Mortgage Loan Seller may provisionally
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Section 2.01(b) with respect to
such assignment by delivering to the Custodian with respect to such Mortgage Loan on the Closing Date a copy of such assignment
in the form sent for recording or filing or (except for recording or filing information not yet available) to be sent for recording
or filing; provided that an original or copy of such assignment (with evidence of recording or filing, as applicable, indicated
thereon) shall be delivered to the Custodian as contemplated by Section 2.01(c) of this Agreement. Notwithstanding anything
herein to the contrary, with respect to the delivery of a letter of credit in the manner described in clause (A) of clause
(xii) of the definition of “Mortgage File”, the applicable Mortgage Loan Seller shall be deemed to have satisfied
the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering to the
Custodian within ten (10) Business Days following the Closing Date with respect to any such letter(s) of credit a copy of such
letter of credit, the transfer documentation and such transmittal communication to the issuing bank indicating that such document
has been delivered to the issuing bank for reissuance. If a letter of credit is not in a form that would allow the applicable
Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or
of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver copies of the appropriate transfer or
assignment documents to the Custodian promptly following receipt of written notification thereof. If not otherwise paid by the
related Mortgagor, the applicable Mortgage Loan Seller shall pay any transfer fee required in order to transfer the beneficiary’s
interest from such Mortgage Loan Seller to the applicable Master Servicer on behalf of the Trust as required hereunder and shall
cooperate with the reasonable requests of the applicable Master Servicer in connection with effectuating a draw under any such
letter of credit prior to the date such letter of credit is reissued to the applicable Master Servicer on behalf of the Trust.
Regardless of the manner of delivery, the related Mortgage Loan Seller is required pursuant to the related Mortgage Loan Purchase
Agreement to indemnify the Trust for any liabilities, charges, costs, fees or other expenses accruing from the failure of such
Mortgage Loan Seller to assign all rights in and to the letter of credit hereunder including the right and power to draw on the
letter of credit.


 


(c)        Except
in the case of a Non-Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and expense, to itself,
or to engage a third party to, put each Assignment of Mortgage, each assignment of Assignment of Leases and each assignment of
each UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”)
relating to the Mortgage Loans conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing or
recording, as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public
filing or recording office. On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all such
Mortgage Loans substantially in the form of Exhibit H hereto to the Custodian as provided in Section 2.01(b). Except
under the circumstances provided for in the last sentence of this Section 2.01(c) and except in the case of a Non-Serviced
Mortgage Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will,
promptly (and in any event within one hundred-twenty (120) days after the later of the Closing Date and the related Mortgage Loan
Seller’s actual receipt of the related documents and the necessary recording and filing information) cause to be submitted
for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements,
as appropriate, each Assignment. Each such Assignment submitted for recording shall reflect that it (or a file copy thereof in
the case of a UCC Assignment) should be returned


 



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by the public recording office to the Custodian or its designee following recording
or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible for delivery of the same to the Custodian
or its designee). Any such Assignment received by the Custodian shall be promptly included in the related Mortgage File and be
deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent shall be required to be
delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt. If any such
document or instrument is determined to be incomplete or not to meet the recording or filing requirements of the jurisdiction in
which it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be, because
of a defect therein, on or about one hundred-eighty (180) days after the Closing Date, the related Mortgage Loan Seller or its
designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter the related
Mortgage Loan Seller or its designee shall, at the expense of such Mortgage Loan Seller, upon receipt thereof cause the same to
be duly recorded or filed, as appropriate. If, by the first anniversary of the Closing Date, the Custodian has not received confirmation
of the recording or filing as the case may be, of any such Assignment, it shall so advise the related Mortgage Loan Seller who
may then pursue such confirmation itself or request that the Custodian pursue such confirmation at the related Mortgage Loan Seller’s
expense, and upon such a request and provision for payment of such expenses satisfactory to the Custodian, the Custodian, at the
expense of the applicable Mortgage Loan Seller, shall cause a search of the land records of each applicable jurisdiction and of
the records of the offices of the applicable Secretary of State for confirmation that the Assignment appears in such records and
retain a copy of such confirmation in the related Mortgage File. In the event that confirmation of the recording or filing of an
Assignment cannot be obtained, the Custodian or the related Mortgage Loan Seller, as applicable, shall promptly inform the other
and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request the preparation of a new Assignment.
The related Mortgage Loan Seller shall pay the expenses for the preparation of replacement Assignments for any Assignments which,
having been properly submitted for filing or recording to the appropriate governmental office by the Custodian, fail to appear
of record and must be resubmitted. Notwithstanding the foregoing, there shall be no requirement to record any assignment to the
Trustee referred to in clause (iii) or (v) of the definition of “Mortgage File,” or to file any UCC-3
to the Trustee referred to in clause (ix) of the definition of “Mortgage File,” in those jurisdictions where,
in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller) acceptable to the
Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s interest in the related
Mortgage Loan against sale, further assignment, satisfaction or discharge by the related Mortgage Loan Seller, the applicable Master
Servicer, the applicable Special Servicer, any Sub-Servicer or the Depositor.


 


(d)        All
documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage
Loans (including, in the case of such Mortgage Loan Seller, and except in the case of a Mortgage Loan that is part of a Non-Serviced
Whole Loan, originals or copies of all financial statements, operating statements, appraisals, environmental reports, engineering
reports, Insurance Policies, certificates, guaranty/indemnity agreements, property inspection reports, escrow analysis, tax bills,
third-party management agreements, asset summary and financial information on the borrower/sponsor and any guarantor, but in any
case excluding the applicable Mortgage Loan Seller’s internal communications (including such communications between such
Mortgage Loan Seller and its


 



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Affiliates) and underwriting analysis (including documents prepared by the applicable Mortgage Loan
Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications that are privileged communications
or constitute legal or other due diligence analyses and credit underwriting or due diligence analyses or data) that (i) are not
required to be a part of a Mortgage File in accordance with the definition thereof and (ii) are reasonably necessary for the servicing
of each such Mortgage Loan, together with copies of all documents in each Mortgage File, shall be delivered or otherwise made available
by the Depositor or the applicable Mortgage Loan Seller to the applicable Master Servicer within five (5) Business Days after the
Closing Date and shall be held by such Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders
(and as Holder of the Lower-Tier Regular Interests) and, if applicable, on behalf of the related Companion Holder; provided, that
with respect to the Mortgage File, if any document required to be contained therein are not available on the date that is five
(5) Business Days after the Closing Date, such document shall be delivered or otherwise made available to the applicable Master
Servicer on or before the date such document is required to be delivered to the Custodian pursuant to Section 2.01(b). Such
documents and records shall be any documents and records (with the exception of any items excluded under the immediately preceding
sentence) that would otherwise be a part of the Servicing File.


 


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


 


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


 


(g)        With
respect to the Mortgage Loans secured by the Mortgaged Properties identified on the Mortgage Loan Schedule as “DoubleTree
New Orleans”, “Marriott Austin South”, “SpringHill Suites Austin South”, “Courtyard by Marriott
Austin South”, “Residence Inn by Marriott Austin South”, “Fairfield Inn & Suites Austin South”,
“Hampton Inn & Suites - John Wayne Airport”, “Hilton Garden Inn Boise Eagle” and “Holiday Inn
Suites Enid”, which are each subject to a franchise agreement with a related comfort letter in favor of the respective Mortgage
Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related comfort letter to the
Trustee for the benefit of the Certificateholders or otherwise have a new comfort letter (or any such new document or acknowledgement
as may be contemplated under the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders,
the related Mortgage Loan Seller or its designee shall provide any such required notice or make any such required request to the
related franchisor (with a copy of such notice or request to the applicable Master Servicer) within forty-five (45) days of the
Closing Date (or any shorter period if required by the applicable comfort letter), and the applicable Master Servicer shall use
reasonable efforts in accordance with the Servicing Standard to acquire


 



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such replacement comfort letter, if necessary (or to acquire
any such new document or acknowledgement as may be contemplated under the existing comfort letter). If the applicable Master Servicer
is unable to acquire any such replacement comfort letter (or new document or acknowledgement, as applicable) within one hundred-twenty
(120) days of the Closing Date, such Master Servicer shall notify the related Mortgage Loan Seller that no such replacement comfort
letter has been received.


 


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


 


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


 


(j)         Within
five (5) Business Days of the Closing Date, the Depositor shall deliver in EDGAR-Compatible Format and Excel format to each Master
Servicer via email to ssreports@wellsfargo.com (in the case of the General Master Servicer) and investorreporting@ncb.coop
(in the case of the NCB Master Servicer) the Initial Schedule AL File covering all of the Mortgage Loans (in the case of the General
Master Servicer) or the NCB Mortgage Loans (in the case of the NCB Master Servicer), the Initial Schedule AL Additional File covering
all of the Mortgage Loans (in the case of the General Master Servicer) or the NCB Mortgage Loans (in the case of the NCB Master
Servicer) and the Annex A-1 to the Prospectus.


 


(k)        Notwithstanding
anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection with each Servicing Shift
Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this Agreement (other
than the endorsements to the note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the Servicing
Shift Securitization Date, in which case such


 



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instruments shall be assigned and recorded in accordance with the related Non-Serviced
PSA, (ii) the Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to the Servicing Shift Securitization Date and
(iii) 180 days after the Closing Date, in which case assignments and recordations shall be effected in accordance with this Section
2.01 until the occurrence, if any, of the Servicing Shift Securitization Date, (2) no letter of credit need be amended (including,
without limitation, to change the beneficiary thereon) until the earliest of (i) the Servicing Shift Securitization Date, in which
case such amendment shall be in accordance with the related Non-Serviced PSA, (ii) the Servicing Shift Whole Loan becoming a Specially
Serviced Loan prior to the Servicing Shift Securitization Date in which case such amendment shall be effected in accordance with
the terms of this Section 2.01 and (iii) the earlier of (A) 180 days after the Closing Date and (B) any such time as any
such letter of credit is required to be drawn upon by the Master Servicer in which case such amendment shall be effected in accordance
with the terms of this Section 2.01, and (3) on and following the Servicing Shift Securitization Date, the Person selling
the related Servicing Shift Lead Note to the related Non-Serviced Depositor, at its own expense, shall be (a) entitled to direct
in writing, which may be conclusively relied upon by the Custodian, the Custodian to deliver the originals of all the Mortgage
Loan documents relating to the Servicing Shift Whole Loan in its possession (other than the original note(s) evidencing the Servicing
Shift Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced Custodian, (b) if the right under clause
(a) is exercised, required to cause the retention by or delivery to the Custodian of photocopies of Mortgage Loan documents
related to the Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee or such Non-Serviced Custodian, (c) entitled
to cause the completion (or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph, the preparation,
execution and delivery) and recordation of instruments of assignment in the name of the related Non-Serviced Trustee or related
Non-Serviced Custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian
photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to transfer,
and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payments,
reserve funds and items specified in clauses (x) and (xii) of the definition of “Mortgage File” for the
Servicing Shift Whole Loan to the related Non-Serviced Master Servicer.


 


Section 2.02     Acceptance
by Trustee. (a) The Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it or the Custodian
on its behalf, subject to the provisions of Section 2.01, in good faith and without notice of any adverse claim, of the
applicable documents specified in clause (i) of the definition of “Mortgage File” with respect to each Mortgage
Loan (or electronically recorded copies thereof) and of all other assets included in the Trust Fund and (2) declares (a) that
it or the Custodian on its behalf holds and will hold such documents and the other documents delivered or caused to be delivered
by the Mortgage Loan Sellers that constitute the Mortgage Files in the name of the Trust for the benefit of all present and future
Certificateholders and Serviced Companion Noteholders, as applicable, and (b) that it holds and will hold such other assets included
in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders (and for the benefit
of the Trustee as holder of the Lower-Tier Regular Interests), as applicable. If any Mortgage Loan Seller is unable to deliver
or cause the delivery of any original Mortgage Note, such Mortgage Loan Seller may deliver a copy of such Mortgage Note, together
with a signed lost note affidavit and appropriate indemnity and shall thereby be deemed to have satisfied the document delivery
requirements of Section 2.01 and of this Section 2.02.


 



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(b)        Within
sixty (60) days after the Closing Date (or with respect to a Qualified Substitute Mortgage Loan within sixty (60) days after the
Due Date in the month of substitution), the Custodian, shall review the Mortgage Loan documents delivered or caused to be delivered
by the Mortgage Loan Sellers constituting the Mortgage Files; and, promptly following such review (but in no event later than sixty
(60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify in writing to the Depositor,
the Master Servicers, the Special Servicers, the Directing Certificateholder (so long as no Consultation Termination Event shall
have occurred and be continuing and only with respect to Mortgage Loans other than any Excluded Loan with respect to the Directing
Certificateholder or the Holder of the majority of the Controlling Class), the Trustee, the Certificate Administrator, the Asset
Representations Reviewer, the Operating Advisor and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed in the
Mortgage Loan Schedule (other than any Mortgage Loan paid in full)) that, except as specifically identified in any exception report
annexed to such writing (the “Custodial Exception Report”), (i) subject to the first proviso of the definition
of “Mortgage File” herein and Section 2.01, all documents specified in clauses (i) through (v),
(viii), (ix), (xi), (xii) and (xiii), if any, of the definition of “Mortgage File”,
as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers
have been reviewed by the Custodian and appear regular on their face and appear to be executed and to relate to such Mortgage Loan,
and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule
with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage
Loan Schedule” is correct. With respect to each Mortgage Loan listed on the Custodial Exception Report, the Custodian shall
specifically identify such Mortgage Loan together with the nature of such exception (in the form reasonably acceptable to the Custodian
and the related Mortgage Loan Seller and separating items required to be in the Mortgage File but never delivered from items which
were delivered by the related Mortgage Loan Seller but are out for filing or recording and have not been returned by the filing
office or the recorder’s office).


 


(c)        The
Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first anniversary
of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Depositor,
the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Directing Certificateholder and the
applicable Mortgage Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage
Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception report
annexed to such writing) that, (i) subject to the first proviso of the definition of “Mortgage File” herein and Section
2.01, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii) and
(xiii), if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the foregoing
documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular
on their face and appear to be executed and relate to such Mortgage Loan, if applicable, and (iii) based on such examination and
only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified
in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


 


(d)        Notwithstanding
anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material Defect in
any of the documents


 



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specified in clauses (ii) through (v), (vii), (viii) and (ix) in the definition
of “Mortgage File”, which Material Defect results solely from a delay in the return of the related documents from the
applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part of the related Mortgage
Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing Certificateholder,
in its sole judgment, may (other than with respect to any Excluded Loan with respect to the Directing Certificateholder or the
Holder of the majority of the Controlling Class and, with respect to any other Mortgage Loan, only prior to the occurrence and
continuance of a Control Termination Event), and the applicable Special Servicer may, in accordance with the Servicing Standard,
after the occurrence and during the continuance of a Control Termination Event, permit the related Mortgage Loan Seller in lieu
of repurchasing or substituting for the related Mortgage Loan, to deposit with the applicable Master Servicer an amount, to be
held in trust in a segregated Eligible Account (which may be a sub-account of the Collection Account), equal to 25% of the Stated
Principal Balance of the related Mortgage Loan (in the alternative, the related Mortgage Loan Seller may deliver to the applicable
Master Servicer a letter of credit in such amount, with a copy to the Custodian). Such funds or letter of credit, as applicable,
shall be held by the applicable Master Servicer (i) until the date on which the Custodian determines and notifies such Master Servicer
that such Material Defect has been cured or the related Mortgage Loan is no longer part of the Trust Fund, at which time such Master
Servicer shall return such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until same are applied to the
Purchase Price (or the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d) in the event
of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding the two (2) immediately preceding sentences,
if the applicable Master Servicer or the applicable Special Servicer certifies to the Trustee, the Certificate Administrator and
the Custodian that it has determined in the exercise of its reasonable judgment that the document with respect to which such Material
Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related
Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing
the validity or priority of any lien on collateral securing the related Mortgage Loan or for any immediate significant servicing
obligation, the related Mortgage Loan Seller shall be required to repurchase or substitute for the related Mortgage Loan in accordance
with, and to the extent required by, the terms and conditions of Section 2.03(b) and Section 5 of the related Mortgage Loan
Purchase Agreement; provided, however, that such Mortgage Loan Seller shall not be required to repurchase the Mortgage
Loan for a period of ninety (90) days after receipt of a notice to repurchase (together with any applicable extension period) if
it is attempting to recover the document from the applicable filing or recording office and provides an officer’s certificate
setting forth what actions such Mortgage Loan Seller is pursuing in connection with such recovery. In the event of a repurchase
or substitution, upon the date of such repurchase or substitution, and in the event that the related Mortgage Loan Seller has delivered
a letter of credit to the applicable Master Servicer in accordance with this Section 2.02(d), such Master Servicer shall,
to the extent necessary, draw on the letter of credit and deposit the proceeds of such draw, into its Collection Account to be
applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable, in which event, the amount of such funds or
proceeds that exceed the Substitution Shortfall Amount shall be returned to the related Mortgage Loan Seller) in accordance with
Section 2.03(b). All such funds deposited in the Collection Accounts shall be invested in Permitted Investments, at the
direction and for the benefit of the related Mortgage


 



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Loan Seller. Such funds shall be treated as an “outside reserve fund”
under the REMIC Provisions, which, together with any reimbursement from the Lower-Tier REMIC, is beneficially owned by the related
Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan Seller shall remain liable for any taxes payable on income
or gain with respect thereto.


 


(e)        It
is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether any
of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the definition of “Mortgage
File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person (unless identified
on the Mortgage Loan Checklist (as defined in the related Mortgage Loan Purchase Agreement)) or (ii) to inspect, review or examine
any of the documents, instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that
the same are genuine, enforceable, duly authorized, sufficient to perfect and maintain the perfection of a security interest or
appropriate for the represented purpose or that they are other than what they purport to be on their face and, with respect to
the documents specified in clause (viii) of the definition of the “Mortgage File”, whether the insurance is
effective as of the date of the recordation, whether all endorsements or riders issued are included in the file or if the policy
has not been issued whether any acceptable replacement document has been dated the date of the related Mortgage Loan funding. Further,
with respect to the UCC Financing Statements referenced in the Mortgage File, absent actual knowledge to the contrary or copies
of UCC Financing Statements delivered to the Custodian as part of the Mortgage File indicating otherwise, the Custodian may assume,
for the purposes of the filings and the certification to be delivered in accordance with this Section 2.02 that the related
Mortgage File should include one (1) state level UCC Financing Statement filing for each Mortgaged Property (or with respect to
any Mortgage Loan that has two (2) or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as
debtors in the same UCC Financing Statement filing), or if the Custodian has received notice that a particular UCC Financing Statement
was filed as a fixture filing, that the related Mortgage File should include only a local UCC Financing Statement filing for each
Mortgaged Property (or with respect to any Mortgage Loan that has two (2) or more Mortgagors, for each Mortgagor, except to the
extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing). The assignments of the UCC Financing
Statements to be assigned to the Trust will be delivered on the national forms (or on such other form as may be acceptable for
filing or recording in the applicable jurisdiction) and in a format suitable for filing or recording, as applicable, and will be
filed or recorded in the jurisdiction(s) where such UCC Financing Statements were originally filed or recorded, as indicated in
the documents provided, and in accordance with then-current laws.


 


(f)         If,
in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting
a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b)
and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any material respect with the
corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect”
in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the applicable Master Servicer,
the applicable Special Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller
(and in no event later than ninety (90) days after the Closing Date and every calendar quarter thereafter until all Defects are
corrected) by providing a Custodial


 



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Exception Report setting forth for each affected Mortgage Loan, with particularity, the nature
of such Defect (in a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating items required to
be in the Mortgage File but never delivered from items which were delivered by such Mortgage Loan Seller but are out for recording
or filing and have not been returned by the recorder’s office or filing office).


 


(g)        If
a Master Servicer or a Special Servicer (i) receives a Repurchase Request or any other request or demand from any Person for a
Mortgage Loan Seller to repurchase or replace a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase
Request, a “15Ga-1 Repurchase Request”) (such Master Servicer or such Special Servicer, as applicable, to the
extent it receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to such 15Ga-1
Repurchase Request); or (ii) receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase
Request or any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the applicable Master
Servicer or the applicable Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice
(which may be by electronic format so long as a “backup” hard copy of such notice is also delivered on or prior to
the next Business Day) of such 15Ga-1 Repurchase Request or withdrawal or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1
Notice”) to the applicable Mortgage Loan Seller (other than in the case of a rejection by such Mortgage Loan Seller)
and the Depositor, in each case within ten (10) Business Days from such Repurchase Request Recipient’s receipt thereof.


 


Each 15Ga-1 Notice shall
include (i) the identity of the related Mortgage Loan, (ii) the date the 15Ga-1 Repurchase Request is received by the Repurchase
Request Recipient or the date any withdrawal of the 15Ga-1 Repurchase Request is received by the Repurchase Request Recipient,
as applicable, (iii) if known, the basis for the 15Ga-1 Repurchase Request (as asserted in the 15Ga-1 Repurchase Request), (iv)
the identity of the Person making such 15Ga-1 Repurchase Request, and (v) a statement from the Repurchase Request Recipient as
to whether it currently plans to pursue such 15Ga-1 Repurchase Request.


 


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


 


In the event that the
Depositor, the Trustee, either Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Custodian receives a 15Ga-1 Repurchase Request, such party shall promptly forward or otherwise provide written
notice of such 15Ga-1 Repurchase Request to the applicable Master Servicer, if relating


 



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to a Non-Specially Serviced Loan, or to
the applicable Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the following statement
in the related correspondence: “This is a ‘15Ga-1 Repurchase Request’ under Section 2.02 of the Pooling
and Servicing Agreement relating to BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24 requiring
action by you as the ‘Repurchase Request Recipient’ thereunder.” Upon receipt of such 15Ga-1 Repurchase Request
by the applicable Master Servicer or the applicable Special Servicer, as applicable, such party shall be deemed to be the Repurchase
Request Recipient in respect of such 15Ga-1 Repurchase Request, and such party shall comply with the procedures set forth in this
Section 2.02(g) with respect to such 15Ga-1 Repurchase Request. In no event shall the Custodian, by virtue of this provision,
be required to provide any notice other than as set forth in Section 2.02 of this Agreement in connection with its review
of the Mortgage File.


 


If the Depositor, the
Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives notice
or has knowledge of a withdrawal or a rejection of a 15Ga-1 Repurchase Request of which notice has been previously received or
given, and such notice was not received from or copied to the applicable Master Servicer or the applicable Special Servicer, then
such party shall give notice of such withdrawal or rejection to such Master Servicer or such Special Servicer, as applicable. Any
such notice received by the Trustee, the Certificate Administrator, the Certificate Registrar, Operating Advisor, Asset Representations
Reviewer or the Custodian shall also be provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage
Loan Seller.


 


In the event that a Mortgage
Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the applicable Master Servicer (with respect
to Non-Specially Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans) shall promptly notify
the Depositor of such repurchase or replacement.


 


(h)        The
parties hereto acknowledge the obligation of each Mortgage Loan Seller pursuant to Section 2(c) of the related Mortgage Loan Purchase
Agreement to deliver, on or prior to the fifth (5th) Business Day after the Closing Date, at its expense, to the Custodian five
(5) originals of limited powers of attorney substantially in the form attached as Exhibit F thereto in favor of the Custodian (on
behalf of the Trustee) and the applicable Special Servicer to empower the Custodian (on behalf of the Trustee) and, in the event
of the failure or incapacity of the Custodian (on behalf of the Trustee), the applicable Special Servicer, to sign and/or deliver
to a third party for submission, or to cause the Custodian to sign and/or deliver to a third party for submission, at the expense
of the related Mortgage Loan Seller, any mortgage loan documents required to be recorded as described in Section 2.01 of
this Agreement and any intervening assignments with evidence of recording thereon that are required to be included in the Mortgage
Files (so long as original counterparts have previously been delivered to the Trustee (or the Custodian on its behalf)); provided,
that if the Mortgage Loan Seller fails to promptly pay the applicable Special Servicer or Custodian the expenses associated with
recording documents as provided in this sentence, then such expenses shall be payable out of the Trust (it being understood for
the avoidance of doubt that the applicable Mortgage Loan Seller will nonetheless remain responsible for reimbursing the Trust for
such expenses). Neither the applicable Special Servicer nor the Custodian shall be liable for any failure of such third party in
connection with the foregoing, so long as the third party was chosen with due care (in the case of the Custodian)


 



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or in accordance
with the Servicing Standard (in the case of the applicable Special Servicer). Each Mortgage Loan Seller has agreed to reasonably
cooperate with the Custodian, the Trustee and the applicable Special Servicer in connection with any additional powers of attorney
or revisions thereto that are requested by such parties for purposes of such recordation. The parties hereto agree that no such
power of attorney shall be used with respect to any Mortgage Loan by or under authorization by any party hereto except to the extent
that the absence of a document described in the second preceding sentence with respect to such Mortgage Loan remains unremedied
as of the earlier of (i) the date that is one hundred eighty (180) days following the delivery of notice of such absence to the
Mortgage Loan Seller, but in no event earlier than eighteen (18) months from the Closing Date, and (ii) the date (if any) on which
such Mortgage Loan becomes a Specially Serviced Loan. The Custodian or the applicable Special Servicer, as applicable, shall submit
such documents for recording, at the related Mortgage Loan Seller’s expense, after the periods set forth above, provided,
the Custodian or the applicable Special Servicer, as applicable, shall not submit such assignments for recording if the related
Mortgage Loan Seller produces evidence that it or a third-party on its behalf has sent any such assignment for recording and certifies
that such Mortgage Loan Seller is awaiting its return from the applicable recording office.


 


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


 


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


 


(ii)        Assuming
the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations
of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in
accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity or at law);


 


(iii)       The
execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with
any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute
a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws of the Depositor
or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable
to the Depositor, or result in the creation or imposition of any lien on any of


 



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the Depositor’s assets or property, which
would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement;
the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency or body required for
the execution, delivery and performance by the Depositor of this Agreement;


 


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


 


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


 


(b)        After
receipt of a Repurchase Request, the Enforcing Servicer shall request in writing that the applicable Mortgage Loan Seller, not
later than ninety (90) days after (i) except in the case of the succeeding clause (ii), the applicable Mortgage Loan Seller’s
receipt of such notice of such Repurchase Request or, if earlier, such Mortgage Loan Seller’s discovery of such Material
Defect or (ii) in the case of a Material Defect relating to a Mortgage Loan not being a “qualified mortgage” within
the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that
causes a defective Mortgage Loan to be treated as a qualified mortgage, the earlier of (x) discovery by the related Mortgage Loan
Seller or any party to this Agreement of such Material Defect and (y) receipt of notice of the Material Defect from any party to
this Agreement (such ninety (90) day period, the “Initial Cure Period”), (A) cure such Material Defect in all
material respects, at such Mortgage Loan Seller’s own expense, including reimbursement of any related reasonable additional
expenses of the Trust reasonably incurred by any party to this Agreement, (B) repurchase the affected Mortgage Loan or successor
REO Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof), at the applicable
Purchase Price and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute a Qualified
Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted) for such affected
Mortgage Loan or REO Loan (provided that in no event shall any such substitution occur on or after the second anniversary
of the Closing Date) and pay the applicable Master Servicer for deposit into the Collection Account, any Substitution Shortfall
Amount in connection therewith and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided,
however, that except with respect to a Material Defect resulting solely from the failure by the Mortgage Loan Seller to
deliver to the Trustee or Custodian the actual policy of lender’s title insurance required pursuant to clause (viii)
of the definition of “Mortgage File” by a date not later than eighteen (18) months following the Closing Date, if such
Material Defect is capable of being cured but is not cured within the Initial Cure Period, and the applicable Mortgage Loan Seller
has commenced and is diligently proceeding with the cure of such Material Defect within the Initial Cure Period, the applicable
Mortgage Loan Seller shall have an additional ninety (90) days commencing immediately upon the expiration of the Initial Cure Period
(such additional ninety (90) day period, the “Extended Cure Period”) to complete such cure (or, failing such
cure,


 



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to repurchase the related Mortgage Loan or successor REO Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage
Loan Seller Percentage Interest thereof) or substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole
Loans, for which no substitution will be permitted)); provided, further, that with respect to such Extended Cure
Period the applicable Mortgage Loan Seller shall have delivered an officer’s certificate to the Trustee, the Certificate
Administrator (who shall promptly deliver a copy of such officer’s certificate to the 17g-5 Information Provider), the applicable
Master Servicer, the applicable Special Servicer, the Operating Advisor and (with respect to any Mortgage Loan other than an Excluded
Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, prior to the occurrence
and continuance of a Consultation Termination Event) the Directing Certificateholder, setting forth the reason such Material Defect
is not capable of being cured within the Initial Cure Period and what actions the applicable Mortgage Loan Seller is pursuing in
connection with the cure thereof and stating that the applicable Mortgage Loan Seller anticipates that such Material Defect will
be cured within the Extended Cure Period; and provided, further, that, if any such Material Defect is not cured after
the Initial Cure Period and any such Extended Cure Period solely due to the failure of the related 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 until eighteen (18) months after the Closing Date for so long as such
Mortgage Loan Seller certifies to the Trustee, the applicable Master Servicer, the applicable Special Servicer, the Directing Certificateholder
(prior to the occurrence and continuance of a Consultation Termination Event) and the Certificate Administrator no less than every
ninety (90) days, beginning at the end of such Extended Cure Period, that such 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
Material Defect (specifying the actions being taken). Notwithstanding the foregoing, any Defect or Breach which causes any Mortgage
Loan not to be a “qualified mortgage” (within the meaning of Section 860G(a)(3) of the Code, but without regard to
the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage)
shall be deemed to materially and adversely affect the interests of Certificateholders therein, and (subject to the applicable
Mortgage Loan Seller’s right to cure such Defect or Breach during the Initial Cure Period) such Mortgage Loan shall be repurchased
or substituted for without regard to the Extended Cure Period described in the preceding sentence. If the affected Mortgage Loan
is to be repurchased, the funds in the amount of the Purchase Price remitted by the applicable Mortgage Loan Seller are to be remitted
by wire transfer to the applicable Master Servicer for deposit into the Collection Account.


 


If a Mortgage Loan Seller,
in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash payment
pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer on behalf of the
Trust (and, for so long as no Control Termination Event has occurred and is continuing and in respect of any Mortgage Loan that
is not an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class,
in either case, with the consent of the Directing Certificateholder or the Holder of the majority of the Controlling Class, the
consent of the Directing Certificateholder) (each such payment, a “Loss of Value Payment”) with respect to such
Mortgage Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in
accordance


 



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with Section 3.05(g) of this Agreement. In connection with any Loss of Value Payment with respect to any Non-Specially
Serviced Loan, the applicable Master Servicer shall promptly provide the applicable Special Servicer, but in any event within the
time frames and in the manner provided in Section 3.19 (as if such Mortgage Loan were subject to a Servicing Transfer Event),
with the Servicing File and all information, documents and records relating to such Non-Specially Serviced Loan and any related
Serviced Companion Loan, either in the applicable Master Servicer’s possession or otherwise reasonably available to the applicable
Master Servicer, and reasonably required by the applicable Special Servicer to permit the applicable Special Servicer to calculate
the Loss of Value Payment, to the extent set forth in Section 3.19 (as if such Mortgage Loan were subject to a Servicing
Transfer Event). The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the applicable Special
Servicer in respect of such Loss of Value Payment and the portion of fees of the Asset Representations Reviewer attributable to
the Asset Review of such Mortgage Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage
Interest thereof) and not previously paid by the Mortgage Loan Seller. If such Loss of Value Payment is made, the Loss of Value
Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf regarding any such Material
Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Defect or repurchase or substitute
for the affected Mortgage Loan based on such Material Defect under any circumstances. This paragraph is intended to apply only
to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer on behalf of the Trust,
provided that (i) prior to any such agreement or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller
or the Enforcing Servicer from exercising any of its rights related to a Material Defect in the manner and timing set forth in
the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph) (including any right to cure,
repurchase or substitute for (or make a Loss of Value Payment with respect to) such Mortgage Loan), (ii) such Loss of Value Payment
shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect as a result of a Mortgage
Loan not constituting a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but without regard
to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage)
may not be cured by a Loss of Value Payment.


 


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


 



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Seller. Except as provided in the proviso to the immediately preceding sentence, the related Mortgage
Loan Seller shall remit the amount of such costs and expenses to the Enforcing Servicer for disbursement to the applicable Persons
and, upon its making such remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach in all respects.
To the extent any fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently obtained
from the related Mortgagor, the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees or expenses
obtained from the related Mortgagor shall promptly be returned to the related Mortgage Loan Seller. Periodic Payments due with
respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Periodic
Payments due with respect to each Mortgage Loan being repurchased or replaced after the related Cut-off Date and received by the
applicable Master Servicer or the applicable 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. Periodic 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 Periodic Payments due with respect to each Mortgage
Loan being repurchased or replaced and received by the applicable Master Servicer or the applicable 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
such Master Servicer or such Special Servicer to the applicable Mortgage Loan Seller effecting the related repurchase or substitution
promptly following receipt. Notwithstanding anything contained in this Agreement or the related Mortgage Loan Purchase Agreement,
a delay in either the discovery of a Material Defect or in providing notice of such Material Defect shall relieve the applicable
Mortgage Loan Seller of its obligation to cure, repurchase or substitute for (or make a Loss of Value Payment with respect to)
the related Mortgage Loan if (i) the related Mortgage Loan Seller did not otherwise discover or have knowledge of such Material
Defect, (ii) such delay is a result of the failure by a party to the applicable Mortgage Loan Purchase Agreement, or this Agreement,
to provide prompt notice as required by the terms of the applicable Mortgage Loan Purchase Agreement, or this Agreement, after
such party has actual knowledge of such Material Defect (knowledge shall not be deemed to exist by reason of the Custodial Exception
Report or possession of the Mortgage File) (iii) such delay precludes such Mortgage Loan Seller from curing such Material Defect
and (iv) such Material Defect does not relate to the applicable Mortgage Loan not being 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 obligation to be treated as a qualified mortgage. Notwithstanding the foregoing, if a Mortgage Loan is not secured
by a Mortgaged Property that is, in whole or in part, a hotel or other hospitality property, restaurant (operated by a borrower),
healthcare facility, nursing home, assisted living facility, self-storage facility, theater or fitness center (operated by a borrower),
then the failure to deliver copies of the UCC Financing Statements with respect to such Mortgage Loan shall not be a Material Defect.


 


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


 



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of counsel to the effect that such release in lieu of repurchase would
not (A) cause any Trust REMIC to fail to qualify as a REMIC or (B) result in the imposition of a tax upon any Trust REMIC or the
Trust and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.


 


(c)        Subject
to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further subject
to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage File to be deemed
to have a Material Defect: (i) the absence from the Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face; (ii)
the absence from the Mortgage File of the original signed Mortgage that appears to be regular on its face, unless there is included
in the Mortgage File either a copy of the Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate
from the related Mortgage Loan Seller stating that the original signed Mortgage was sent for recordation; (iii) the absence from
the Mortgage File of the item called for by clause (viii) of the definition of “Mortgage File”; (iv) the absence
from the Mortgage File of any intervening assignments required to create a complete chain of assignments to the Trustee on behalf
of the Trust, unless there is included in the Mortgage File either a copy of the assignment with evidence of recording thereon
or a copy of the intervening assignment and a certificate from the related Mortgage Loan Seller stating that the original intervening
assignments were sent for filing or recordation, as applicable; (v) the absence from the Mortgage File of any required letter of
credit; or (vi) with respect to any related leasehold Mortgage Loan, the absence from the related Mortgage File of a copy (or an
original, if available) of the related Ground Lease; provided, however, that no Defect (except the Defects previously
described in sub-clauses (i) through (vi) of this Section 2.03(c)) shall be considered to materially and adversely
affect the value of the related Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders
unless the document with respect to which the Defect exists is required in connection with an imminent enforcement of the mortgagee’s
rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to
the related Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the related Mortgage Loan
or for any immediate significant servicing obligation; provided, further, that no Defect relating to any Non-Serviced
Mortgage Loan previously described in sub-clauses (ii) through (vi) of this Section 2.03(c) shall be considered
to materially and adversely affect the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests
of the Trustee or Certificateholders unless the related Mortgage Loan Seller, after receipt of notice of such Defect, is unable
to produce a copy of the document with respect to which the Defect exists within a reasonable period after receiving such notice
or otherwise establish that the original or copy, as applicable, of such document has been delivered, in compliance with the terms
of the related Non-Serviced PSA, to the custodian under the related Non-Serviced PSA. Notwithstanding the foregoing, the delivery
of executed escrow instructions or a binding commitment to issue a lender’s title insurance policy, as provided in clause
(viii) of the definition of “Mortgage File” herein, in lieu of the delivery of the actual policy of lender’s
title insurance, shall not be considered a Material Defect with respect to any Mortgage File if such actual policy is delivered
to the Custodian not later than eighteen (18) months following the Closing Date. Notwithstanding the foregoing, to the extent a
Mortgage Loan Seller has otherwise complied with its document delivery requirements under this Agreement and the related Mortgage
Loan


 



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Purchase Agreement, in the event that the Custodian has acknowledged receipt pursuant to Section 2.02 above of a document
that is part of the Mortgage File or a Mortgage Loan Seller can otherwise prove delivery of the document, and the Custodian subsequently
loses a document, the fact that such document is lost may not be utilized as the basis for a claim of a Material Defect against
a Mortgage Loan Seller pursuant to Section 5(a) of the related Mortgage Loan Purchase Agreement and/or this Section 2.03
and the Custodian shall be liable for any such loss to the extent provided for in Section 8.01.


 


(d)        In
connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated by
this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the applicable Master Servicer and the applicable
Special Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate
Administrator, the Custodian, the applicable Master Servicer and the applicable Special Servicer of a trust receipt executed by
the applicable Mortgage Loan Seller evidencing such repurchase or substitution, all portions of the Mortgage File and other documents
pertaining to such Mortgage Loan possessed by each of the Trustee, the Certificate Administrator, the Custodian, the applicable
Master Servicer and the applicable Special Servicer (other than attorney-client communications that are privileged communications),
and each document that constitutes a part of the Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or
assigned, as the case may be to the applicable Mortgage Loan Seller in the same manner as provided in Section 5 of the related
Mortgage Loan Purchase Agreement and, if applicable, the definition of “Mortgage File” herein, so as to vest in such
Mortgage Loan Seller the legal and beneficial ownership of such repurchased or substituted Mortgage Loan (including property acquired
in respect thereof and proceeds of any insurance policy with respect thereto) and the related Mortgage Loan documents.


 


(e)        Section
5 of each of the Mortgage Loan Purchase Agreements and the provisions of this Section 2.03 provide the sole remedy available
to the Certificateholders (subject to the limitations on the rights of the Certificateholders under this Agreement), or the Trustee
on behalf of the Certificateholders, the applicable Master Servicer or the applicable Special Servicer, with respect to any Material
Defect.


 


(f)         The
Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests),
enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, if any, shall be carried out in the best interest of the Certificateholders
in accordance with the Servicing Standard. Any costs incurred by a Master Servicer or Special Servicer with respect to the enforcement
of the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the extent
not recovered from the applicable Mortgage Loan Seller, be deemed to be Servicing Advances to the extent not otherwise provided
for herein. The applicable Master Servicer or the applicable Special Servicer, as applicable, shall be reimbursed for the reasonable
costs of such enforcement: first, from a specific recovery, if any, of costs, expenses or attorneys’ fees against
the applicable Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii) herein out of the related Purchase
Price, to the extent that such expenses are a specific component thereof; and third, if at the conclusion of such enforcement
action it is determined that the amounts described in clauses first and second are insufficient,


 



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then pursuant
to Section 3.05(a)(vii) herein out of general collections on the Mortgage Loans on deposit in the related Collection Account.
Any costs, expenses or attorneys’ fees related to a repurchase of a Companion Loan shall be paid pursuant to the related
Intercreditor Agreement or pursuant to the documents related to an Other Securitization, if applicable.


 


(g)        If
a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which also
constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall have a right,
and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such expenses
from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant to this Section
2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator, the Trust, the
Master Servicers and the Special Servicers to recover amounts owed by the related Mortgagor under the terms of such Mortgage Loan
including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances at the Reimbursement
Rate, fees owed to the Master Servicers or the Special Servicers, and unpaid or unreimbursed expenses of the Trustee, the Certificate
Administrator, the Trust, the Master Servicers or the Special Servicers allocable to such Mortgage Loan. The Enforcing Servicer
shall use reasonable efforts to recover such expenses for such Mortgage Loan Seller to the extent consistent with the Servicing
Standard, but taking into account the subordinate nature of the reimbursement to the related Mortgage Loan Seller; provided,
however, that the Enforcing Servicer determines in the exercise of its sole discretion consistent with the Servicing Standard
that such actions by it will not impair the Enforcing Servicer’s collection or recovery of principal, interest and other
sums due with respect to the related Mortgage Loan that would otherwise be payable to the applicable Master Servicer, the applicable
Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders pursuant to the terms of this Agreement;
provided, further, that such Special Servicer may waive the collection of amounts due on behalf of such Mortgage
Loan Seller in its sole discretion in accordance with the Servicing Standard.


 


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


 



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Balances.
Except as provided in this Section 2.03(h) and Section 2.03(i), all other terms of the related Mortgage Loans shall
remain in full force and effect without any modification thereof.


 


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


 


(j)         With
respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or substitute
for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section 2.03(i) while the Trustee
continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan Seller
and the Enforcing Servicer, on behalf of the Trustee, as assignee of the Depositor, will, as set forth in the related Mortgage
Loan Purchase Agreement, forbear from enforcing any remedies against the other’s Primary Collateral but each will be permitted
to exercise remedies against the Primary Collateral securing its respective related Mortgage Loans, including with respect to the
Trustee, the Primary Collateral securing the Mortgage Loans still held by the Trustee, so long as such exercise does not materially
impair the ability of the other party to exercise its remedies against its Primary Collateral. If the exercise of the remedies
by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral
securing the Crossed Underlying Loans held by such party, then both parties have agreed in the related Mortgage Loan Purchase Agreement
to forbear from exercising such remedies until the Mortgage Loan documents evidencing and securing the relevant Mortgage Loan can
be modified in a manner that complies with the related Mortgage Loan Purchase Agreement to remove the threat of material impairment
as a result of the exercise of remedies.


 


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


 


(ii)        In
the event that the Depositor, a Master Servicer, a Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor (solely in its capacity as


 



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


 


(iii)       In
the event the Repurchase Request is not Resolved within one hundred-eighty (180) days after the Mortgage Loan Seller receives the
Repurchase Request (a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall
apply. Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is
sent to the related Mortgage Loan Seller. A Resolved Repurchase Request shall not preclude the Enforcing Servicer from exercising
any of their respective rights related to a Material Defect in the manner and timing otherwise set forth in this Agreement, in
the related Mortgage Loan Purchase Agreement or as provided by law.


 


(iv)       Within
two (2) Business Days after a Resolution Failure occurs with respect to a Repurchase Request made by any Person other than a Special
Servicer, the Directing Certificateholder or a Controlling Class Certificateholder relating to a Non-Specially Serviced Loan, the
applicable Master Servicer shall send a written notice (a “Master Servicer Proposed Course of Action Notice”)
to the applicable Special Servicer, indicating the Master Servicer’s analysis and recommended course of action with respect
to such Repurchase Request. Such Master Servicer shall also deliver to such Special Servicer the Servicing File and all information,
documents and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such
Non-Specially Serviced Loan and, if applicable, the related Serviced Companion Loan, either in such Master Servicer’s possession
or otherwise reasonably available to the Master Servicer, and reasonably requested by the applicable Special Servicer to enable
it to assume its duties hereunder to the extent set forth in this Agreement for such Non-Specially Serviced Loan. Upon receipt
of such Master Servicer Proposed Course of Action Notice and such Servicing File and other material, the applicable Special Servicer
shall become the Enforcing Servicer with respect to such Repurchase Request.


 


(l)         (i)
After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase Request
was initiated by an Initial Requesting Certificateholder, a party to this Agreement or the Directing Certificateholder), and, if
applicable, after a Master Servicer sends the Master Servicer Proposed Course of Action Notice the Enforcing Servicer shall send
a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any, to the
address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator
(which shall be delivered via electronic mail to trustadministrationgroup@wellsfargo.com). The Certificate Administrator
shall make the Proposed Course of Action Notice available to all other


 



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Certificateholders and Certificate Owners by posting such
notice on the Certificate Administrator’s Website indicating the Enforcing Servicer’s intended course of action with
respect to the Repurchase Request (a “Proposed Course of Action”). The Proposed Course of Action Notice shall
include (a) a request to Certificateholders to indicate their agreement with or dissent from such Proposed Course of Action by
clearly marking “agree” or “disagree” to the Proposed Course of Action on such notice within thirty (30)
days after the date of such notice and a disclaimer that responses received after such thirty (30)-day period will not be taken
into consideration, (b) a statement that in the event any Certificateholder disagrees with the Proposed Course of Action, the Enforcing
Servicer (either as the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder is acting as the
Enforcing Party) shall be compelled to follow the course of action agreed to and/or proposed by the majority of the responding
Certificateholders that involves referring the matter to mediation or arbitration, as the case may be, (c) a statement that responding
Certificateholders will be required to certify their holdings in connection with such response, (d) a statement that only responses
clearly marked “agree” or “disagree” with such Proposed Course of Action will be taken into consideration
and (e) instructions for responding Certificateholders to send their responses to the Enforcing Servicer and the Certificate Administrator.
The Certificate Administrator shall, within three (3) Business Days after the expiration of the 30-day response period, tabulate
the responses received from the Certificateholders and share the results with the Enforcing Servicer. The Certificate Administrator
shall only count responses timely received that clearly indicate agreement or dissent with the related Proposed Course of Action
and additional verbiage or qualifying language shall not be taken into consideration for purposes of determining whether the related
Certificateholder agrees or disagrees with the Proposed Course of Action. The Certificate Administrator shall be under no obligation
to answer any questions from Certificateholders regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate
Administrator’s obligations in connection with this Section 2.03(l) shall be limited solely to tabulating Certificateholder
responses of “agree” or “disagree” to the Proposed Course of Action, and such obligation shall not be construed
to impose any enforcement obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely (without investigation)
on the Certificate Administrator’s tabulation of the responses of the responding Certificateholders and whether that amount
constitutes a majority. If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request
does not involve pursuing further action to exercise rights against the related Mortgage Loan Seller with respect to the Repurchase
Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise
its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s
intended course of action is to pursue further action to exercise rights against the applicable Mortgage Loan Seller with respect
to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder (other than the
holder of the RR Interest) or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer,
then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver to the
Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within thirty (30)
days from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website (the “Dispute
Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation or arbitration.
In the event any Certificateholder or Certificate Owner entitled to do so delivers a Preliminary


 



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Dispute Resolution Election Notice,
and the Enforcing Servicer has also received responses from other Certificateholders or Certificate Owners supporting the Enforcing
Servicer’s initial Proposed Course of Action, such responses will be considered Preliminary Dispute Resolution Election Notices
supporting the Proposed Course of Action.


 


(ii)        If
neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner entitled to do so
delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or
Certificate Owner otherwise entitled to do so shall have the right to refer the Repurchase Request to mediation or arbitration,
and the Enforcing Servicer shall be the sole party entitled to determine a course of action, including, but not limited to, enforcing
the Trust’s rights against the related Mortgage Loan Seller, subject to any consent or consultation rights of the Directing
Certificateholder pursuant to Section 6.08.


 


(iii)       Promptly
and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a) the
Initial Requesting Certificateholder, if any, or (b) any other Certificateholder (other than of the RR Interest) or Certificate
Owner (each of clauses (a) and (b), a “Requesting Certificateholder”), the Enforcing Servicer
shall consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s intention to elect either
mediation (including nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request
(the “Dispute Resolution Consultation”) so that such Requesting Certificateholder may consider the views of
the Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions
to occur and be completed no later than ten (10) Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer
shall be entitled to establish procedures the Enforcing Servicer deems in good faith to be appropriate relating to the timing and
extent of such consultations. No later than five (5) Business Days after completion of the Dispute Resolution Consultation, a Requesting
Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer the
matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)       If,
following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated
under this Agreement to determine a course of action including, but not limited to, enforcing the rights of the Trust with respect
to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter
to mediation or arbitration.


 


(v)        If
a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such
Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding
arbitration) or arbitration. If more than one Requesting Certificateholder timely deliver a Final Dispute Resolution Election Notice,
then such Requesting Certificateholders shall collectively become the Enforcing Party,


 



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and the holder or holders of a majority
of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions relating to such mediation
or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the terms of this Agreement
within thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (A) the
rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder or Certificate
Owner shall have any further right to elect to refer the matter to mediation or arbitration, (B) if the Proposed Course of Action
Notice indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request, then the related
Material Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase Agreement;
provided, however, that such Material Defect shall not be deemed waived with respect to a Requesting Certificateholder,
any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts
and circumstances known to such party at the time when the Proposed Course of Action Notice is posted on the Certificate Administrator’s
Website, and (C) if the Proposed Course of Action Notice had indicated a course of action other than the course of action under
clause (B), then the Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled
to enforce the Trust’s rights against the related Mortgage Loan Seller.


 


(vi)       Notwithstanding
the foregoing, the dispute resolution provisions described above under this Section 2.03(l) shall not apply, and the Enforcing
Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request,
or determines in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence litigation
with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


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


 


(viii)     For
the avoidance of doubt, none of the Depositor, any Mortgage Loan Seller nor any of their respective affiliates shall be entitled
to be an Initial Requesting Certificateholder or a Requesting Certificateholder.


 


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


 


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


 


(i)         The
mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan Seller
within thirty (30) days of receipt of written notice of the Enforcing Party’s selection of mediation (such provider,


 



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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 (10) potential qualified mediators by the Mediation Services Provider each party will have the right to exercise
two (2) 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 ten (10)
Business Days of the selection of the mediator and to conclude the mediation within sixty (60) days thereafter.


 


(v)        The
expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing
Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


(vi)       Out
of pocket costs and expenses of the applicable Special Servicer for mediation or arbitration, to the extent not agreed to be paid
by the Enforcing Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the
case of arbitration) shall be reimbursable as a Servicing Advance.


 


(n)        If
the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)         The
arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan
Seller within thirty (30) days of receipt of written notice of the Enforcing Party’s selection of arbitration (such provider,
the “Arbitration Services Provider”) in accordance with published arbitration procedures (the “Arbitration
Rules”) promulgated by the Arbitration Services Provider.


 


(ii)        The
arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 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 Arbitration Services Provider. Upon being supplied
a list of at least ten (10) potential arbitrators by the Arbitration Services Provider each party will have the right to exercise
two (2) peremptory challenges within fourteen (14) days and to rank the remaining potential arbitrators in order of preference.
The Arbitration Services Provider will select


 



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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 ten (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 thirty (30) days after the conclusion of the hearings and submission
of any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage
Loan Purchase Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent
with those agreements. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration
conducted by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice
at the Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including
the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable
attorneys’ fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination
of the arbitrator shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties.
The final determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination
permitted under federal or state law, and may be enforced in any court of competent jurisdiction.


 



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(vii)      By
selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.


 


(viii)     No
person may bring a putative or certificated class action to arbitration.


 


(o)        The
following provisions will apply to both mediation and third-party arbitration:


 


(i)         Any
mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(ii)        If
the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have subject
matter jurisdiction, or if the Southern District of New York has no jurisdiction, then the Supreme Court of the State of New York
for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)       The
details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under
this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course of
the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible for
any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and shall not be disclosed or shared with
any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law, regulatory
requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a
third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly notify
the other party to the resolution procedure and shall provide the other party with a reasonable opportunity to object to the production
of its confidential information.


 


(iv)       In
the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may
be, shall 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 Directing Certificateholder (provided
that a Consultation Termination Event has not occurred and is not continuing) and in accordance with the Servicing Standard. All


 



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amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in
the Collection Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting
Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement
reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs
and expenses allocated to the Requesting Certificateholder.


 


(v)        In
the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay any expenses
allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the
mediation proceedings.


 


(vi)       The
Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation or
arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that (A) the
Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in
Section 5.06 and (B) the Enforcing Servicer shall be permitted to include such information in any 15Ga-1 Notice as it is
required pursuant to Section 2.02(g).


 


(vii)      For
the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request
to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the Enforcing
Servicer to perform its obligations with respect to a Mortgage Loan (including without limitation, a liquidation, foreclosure,
negotiation of a loan modification or workout, acceptance of a discounted pay off or deed in lieu, or bankruptcy or other litigation)
or the exercise of any rights of a Directing Certificateholder.


 


(viii)     In
the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may not elect to then
utilize the alternative method.


 


(ix)        Any
out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration or related
responsibilities pursuant to this Agreement shall be reimbursable as additional Trust Fund expenses.


 


(p)        Notwithstanding
anything to the contrary herein, with respect to any Joint Mortgage Loan, the obligations of each of the applicable Mortgage Loan
Sellers to repurchase with respect to a Material Defect with respect to the related Mortgage Loan shall be limited to a repurchase
with respect to the Mortgage Note it sold to the Depositor in accordance with the related Mortgage Loan Purchase Agreement. With
respect to any Joint Mortgage Loan, any cure by either of the applicable Mortgage Loan Sellers with respect to the Mortgage Note
sold by it to the Depositor in accordance with the related Mortgage Loan Purchase Agreement that also cures


 



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the Material Defect
with respect to the entire related Joint Mortgage Loan shall satisfy the cure obligations of both Mortgage Loan Sellers with respect
to such Joint Mortgage Loan.


 


Section 2.04     Execution
of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee hereby acknowledges the assignment to it of the
Mortgage Loans and, subject to Section 2.01 and Section 2.02, the delivery to the Custodian of the Mortgage Files
and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it
of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment and delivery,
(i) in exchange for the Mortgage Loans (other than Excess Interest) and the other assets comprising the Lower-Tier REMIC, receipt
of which is hereby acknowledged, the Trustee acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR Interest
to the Depositor; (ii) the Trustee acknowledges the creation of the Grantor Trust (as described in Section 2.05 below);
(iii) the Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC;
(iv) immediately thereafter, in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it has caused the
Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating
Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates, and the Class R Certificates,
and the Depositor hereby acknowledges the receipt by it or its designees, of such Certificates in authorized Denominations evidencing
the entire beneficial ownership of the Upper-Tier REMIC (and in the case of the Class R Certificates, the Class LR Interest and
the Class UR Interest); and (v) the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class V
Certificates and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the
order of the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees, of such Certificates
in authorized denominations, evidencing beneficial ownership of their respective portions of the Grantor Trust.


 


Section 2.05     Creation
of the Grantor Trust. The portions of the Trust Fund consisting of (i) the Class V Specific Grantor Trust Assets, undivided
beneficial ownership of which will be represented by the Class V Certificates and (ii) the RR Interest Specific Grantor Trust
Assets, undivided beneficial ownership of which will be represented by the RR Interest shall be treated as a grantor trust within
the meaning of subpart E, part I of subchapter J of the Code.


 


[End of Article II]


 


Article
III



ADMINISTRATION AND SERVICING OF THE TRUST FUND


 


Section 3.01     The
Master Servicers to Act as Master Servicers; Special Servicers to Act as Special Servicers; Administration of the Mortgage Loans,
the Serviced Companion Loans, and REO Properties. (a) Each of the Master Servicers and the Special Servicers shall diligently
service and administer the applicable Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion
Loans and the applicable REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan) it is obligated
(as


 



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provided below) to service in accordance with applicable law, this Agreement and the Mortgage Loan documents and, in the case
of a Serviced Whole Loan, the related Intercreditor Agreement on behalf of the Trust and in the best interests of and for the
benefit of the Certificateholders and, in the case of the Serviced Companion Loans, the Companion Holders and the Trustee (as
Holder of the Lower-Tier Regular Interests), as a collective whole, taking into account the subordinate or pari passu nature
of such Companion Loans (as determined by the applicable Master Servicer or the applicable Special Servicer, as the case may be,
in its reasonable judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced
Whole Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of the respective
Mortgage Loans and, if applicable, the related Companion Loan, taking into account the subordinate or pari passu nature
of the Companion Loan. With respect to each Serviced Whole Loan, in the event of a conflict between this Agreement and the related
Intercreditor Agreement, the related Intercreditor Agreement shall control; provided that in no event shall the applicable
Master Servicer or the applicable Special Servicer, as the case may be, take any action or omit to take any action in accordance
with the terms of any Intercreditor Agreement that would cause such Master Servicer or such Special Servicer, as the case may
be, to violate the Servicing Standard or the REMIC Provisions. The General Master Servicer shall be the Master Servicer with respect
to all Mortgage Loans (other than the NCB Mortgage Loans), any related Serviced Companion Loan and other related assets in the
Trust and, as such, shall service and administer such Mortgage Loans, any related Serviced Companion Loan and such other assets
as shall be required of the applicable Master Servicer hereunder and under any related Intercreditor Agreement. The General Special
Servicer shall be the Special Servicer with respect to all the Mortgage Loans (other than the NCB Co-op Mortgage Loans), any Serviced
Companion Loan and other related assets in the Trust and, as such, shall service and administer such Mortgage Loans, any related
Serviced Companion Loan and such other assets as shall be required of the applicable Special Servicer hereunder and under any
related Intercreditor Agreement. The NCB Master Servicer shall be the Master Servicer with respect to the NCB Mortgage Loans and
other related assets in the Trust and, as such, shall service and administer such NCB Mortgage Loans and such other assets as
shall be required of the applicable Master Servicer hereunder. The NCB Special Servicer shall be the Special Servicer with respect
to the NCB Co-op Mortgage Loans and other related assets in the Trust and, as such, shall service and administer such NCB Co-op
Mortgage Loans and such other assets as shall be required of the applicable Special Servicer hereunder. For purposes of this Agreement
and any references to the duties and obligations of the Master Servicers or Special Servicers, any references to Mortgage Loans
in the context of such duties and/or obligations shall be deemed to refer solely to the Mortgage Loans serviced by the applicable
Master Servicer or the applicable Special Servicer and no other Mortgage Loan, Serviced Companion Loan or other related asset
in the Trust serviced hereunder, unless specifically indicated otherwise. To the extent consistent with the foregoing, each Master
Servicer and each Special Servicer shall service the applicable Mortgage Loans (other than any Non-Serviced Mortgage Loan) and
the related Serviced Companion Loans in accordance with the higher of the following standards of care: (1) in the same manner
in which, and with the same care, skill, prudence and diligence with which such Master Servicer or such Special Servicer, as the
case may be, services and administers similar mortgage loans for other third party portfolios and (2) the same care, skill, prudence
and diligence with which such Master Servicer or such Special Servicer, as the case may be, services and administers similar mortgage
loans owned by such Master Servicer or such


 



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Special Servicer, as the case may be, with a view to the (A) the timely recovery of
all payments of principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced
Loan or an REO Property, maximization of recovery of principal and interest on a net present value basis on such Mortgage Loans
and any related Serviced Companion Loans, and the best interests of the Trust and the Certificateholders (as a collective whole
as if such Certificateholders constituted a single lender) (and in the case of any Whole Loan, the best interests of the Trust,
the Certificateholders and any related Companion Holder (as a collective whole as if such Certificateholders and the holder or
holders of the related Companion Loans constituted a single lender), taking into account the subordinate or pari passu,
as applicable, nature of the related Companion Loans), as determined by the applicable Master Servicer or the applicable Special
Servicer, as the case may be, in its reasonable judgment, in either case giving due consideration to the customary and usual standards
of practice of prudent institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but without
regard to any conflict of interest arising from: (i) any relationship that the applicable Master Servicer, the applicable Special
Servicer or any Affiliate of such Master Servicer or such Special Servicer may have with any Mortgagor, any Mortgage Loan Seller,
any other parties to this Agreement, any Sponsor, any originator of a Mortgage Loan or any Affiliate of any of the foregoing;
(ii) the ownership of any Certificate, Companion Loan, mezzanine loan, or subordinate debt relating to a Mortgage Loan by the
applicable Master Servicer, the applicable Special Servicer or any Affiliate of such Master Servicer or such Special Servicer,
as applicable; (iii) the obligation, if any, of the applicable Master Servicer to make Advances; (iv) the right of the applicable
Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates to receive compensation for its
services and reimbursement for its costs hereunder or with respect to any particular transaction; (v) the ownership, servicing
or management for others of (a) a Non-Serviced Mortgage Loan and a Non-Serviced Companion Loan or (b) any other mortgage loans,
subordinate debt, mezzanine loans or properties not covered by this Agreement or held by the Trust by the applicable Master Servicer
or the applicable Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt that the applicable Master Servicer
or the applicable Special Servicer, as the case may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate
of any Mortgagor (including, without limitation, any mezzanine financing); (vii) any option to purchase any Mortgage Loan or a
related Companion Loan the applicable Master Servicer or the applicable Special Servicer, as the case may be, or any of its Affiliates,
may have; and (viii) any obligation of the applicable Master Servicer or the applicable Special Servicer, or any of their respective
Affiliates, to repurchase or substitute for a Mortgage Loan as a Mortgage Loan Seller (if such Master Servicer or such Special
Servicer or any of their respective Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing
Standard”).


 


The applicable Master
Servicer and the applicable Special Servicer shall act in accordance with the Servicing Standard with respect to any action required
to be taken regarding the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without limiting the
foregoing, subject to Section 3.19, the applicable Special Servicer shall be obligated to service and administer (i) any
Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing Transfer
Event has occurred and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein with
respect to Non-Specially Serviced Loans in connection with


 



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any Major Decision and (ii) any REO Properties (other than the Non-Serviced
Mortgaged Properties); provided that the applicable Master Servicer shall continue to receive payments and make all calculations,
and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for
the reports specified herein as prepared by the applicable Special Servicer, as if no Servicing Transfer Event had occurred and
with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such services
with respect to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further,
however, that the applicable Master Servicer shall not be liable for failure to comply with such duties insofar as such
failure results from a failure of the applicable Special Servicer to provide sufficient information to such Master Servicer to
comply with such duties or failure by such Special Servicer to otherwise comply with its obligations hereunder. No Master Servicer,
in its capacity as a Master Servicer, shall have any responsibility for the performance by a Special Servicer, in its capacity
as a Special Servicer, of its duties under this Agreement. No Special Servicer, in its capacity as a Special Servicer, shall have
any responsibility for the performance by a Master Servicer, in its capacity as a Master Servicer, of its duties under this Agreement.
Each Mortgage Loan or any related Serviced Companion Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction
of the conditions specified in Section 3.19(a). Without limiting the foregoing, subject to Section 3.19 and in accordance
with the terms of this Agreement, the applicable Master Servicer shall be obligated to service and administer any Non-Specially
Serviced Loan or any related Serviced Companion Loan. The applicable Special Servicer shall make the property inspections, use
its reasonable efforts to collect the financial statements, budgets, operating statements and rent rolls (or, with respect to residential
cooperative properties, maintenance schedules) and forward to the applicable Master Servicer the reports in respect of the related
Mortgaged Properties with respect to Specially Serviced Loans in accordance with Section 3.12. After notification to the
applicable Master Servicer, the applicable Special Servicer may contact the Mortgagor of any Non-Specially Serviced Loan if efforts
by such Master Servicer to collect required financial information have been unsuccessful or any other issues remain unresolved.
Such contact shall be coordinated through and with the cooperation of the applicable Master Servicer. No provision herein contained
shall be construed as an express or implied guarantee by the applicable Master Servicer or the applicable Special Servicer of the
collectability or recoverability of payments on the Mortgage Loans or any related Serviced Companion Loan or be construed to impair
or adversely affect any rights or benefits provided by this Agreement to such Master Servicer or such Special Servicer (including
with respect to Servicing Fees, Special Servicing Fees or the right to be reimbursed for Advances and interest accrued thereon).
Any provision in this Agreement for any Advance by the applicable Master Servicer or the Trustee is intended solely to provide
liquidity for the benefit of the Certificateholders and not as credit support or otherwise to impose on any such Person the risk
of loss with respect to one or more of the Mortgage Loans or any related Serviced Companion Loans. No provision hereof shall be
construed to impose liability on the Master Servicers or the Special Servicers for the reason that any recovery to the Certificateholders
in respect of a Mortgage Loan at any time after a determination of present value recovery is less than the amount reflected in
such determination.


 


(b)        Subject
only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the
respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable, and applicable
law, each of the Master Servicers and the Special Servicers shall have full power and


 



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authority, acting alone or, subject to Section
3.20, through one or more Sub-Servicers, to do or cause to be done any and all things in connection with such servicing and
administration for which it is responsible which it may deem necessary or desirable. Without limiting the generality of the foregoing,
each of the applicable Master Servicer and the applicable Special Servicer (with respect to (x) Major Decisions on the Mortgage
Loans and (y) the Specially Serviced Loans and REO Properties), in its own name (or in the name of the Trustee and, if applicable,
the related Serviced Companion Noteholder), is hereby authorized and empowered by the Trustee to execute and deliver, on behalf
of the Certificateholders (and, with respect to a Serviced Companion Loan, the related Serviced Companion Noteholder) and the Trustee
or any of them, with respect to each Mortgage Loan and any related Serviced Companion Loan it is obligated to service under this
Agreement: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain
the lien created by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property
and related collateral, and shall, from time to time, execute and/or deliver such financing statements, continuation statements
and other documents or instruments as necessary to maintain the lien created by the related Mortgage or other security document
in the related Mortgage File on the related Mortgaged Property and related collateral; (ii) subject to Sections 3.08, 3.18
and 6.08, any and all modifications, waivers, amendments or consents to, under or with respect to any documents contained
in the related Mortgage File; (iii) any and all instruments of satisfaction or cancellation, pledge agreements and other documents
in connection with a defeasance, or of partial or full release or discharge, and all other comparable instruments; and (iv) any
or all complaints or other pleadings to initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in
their representative capacities (except as set forth below in this paragraph). The applicable Master Servicer (with respect to
Non-Specially Serviced Loans) and the applicable Special Servicer (with respect to Specially Serviced Loans) shall provide to the
Mortgagor related to such Mortgage Loans that it is servicing any reports required to be provided to them pursuant to the related
Mortgage Loan documents. Subject to Section 3.10, the Trustee shall (i) on the Closing Date, furnish to the applicable Master
Servicer and the applicable Special Servicer original powers of attorney in the form of Exhibit R-1 or Exhibit R-2
attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and such Master Servicer or such Special
Servicer, as applicable) and (ii) upon request, furnish, or cause to be furnished, to the applicable Master Servicer or the applicable
Special Servicer any powers of attorney substantially in the form of Exhibit R-1 or Exhibit R-2 attached hereto,
as applicable (or such other form as mutually agreed to by the Trustee and such Master Servicer or such Special Servicer, as applicable)
and other documents necessary or appropriate to enable the applicable Master Servicer or the applicable Special Servicer, as the
case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee
shall not be held responsible or liable for any acts of the applicable Master Servicer or the applicable Special Servicer, or for
any negligence with respect to, or misuse of, any such power of attorney by such Master Servicer or such Special Servicer. Notwithstanding
anything contained herein to the contrary, the applicable Master Servicer or the applicable Special Servicer, as the case may be,
shall not, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s
name without indicating such Master Servicer’s or such Special Servicer’s, as the case may be, representative capacity
(unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and
if so prohibited, in the manner required by such jurisdiction (provided that such Master Servicer or


 



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such 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 such Master Servicer or such 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 such Master Servicer’s or such Special Servicer’s,
as applicable, representative capacity)) or (ii) take any action with the intent to cause, and that actually causes, the Trustee
to be required to be registered to do business in any state.


 


(c)       To
the extent the applicable Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion
Loan documents (including any related Intercreditor Agreement) to exercise its discretion with respect to any action that requires
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the applicable Master
Servicer shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms
of the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) require the
Mortgagor to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action
will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan
Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any
Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the applicable
Master Servicer shall not waive the requirement that such costs and expenses be borne by the related Mortgagor. To the extent that
the terms of the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) are
silent as to who bears the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the
applicable Master Servicer shall use reasonable efforts to have the Mortgagor bear such costs and expenses. The applicable Master
Servicer shall not be responsible for the payment of such costs and expenses out of pocket other than as a Servicing Advance.


 


(d)        The
relationship of each of the Master Servicers and the Special Servicers to the Trustee under this Agreement is intended by the parties
to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)        Each
Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan documents,
and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 



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(f)           
Within sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents)
after the later of (i) the receipt thereof by the applicable Master Servicer and (ii) the Closing Date, the applicable
Master Servicer shall notify each lessor under a Ground Lease for each Mortgage Loan identified as subject to a leasehold interest
on the Mortgage Loan Schedule, that the Trust is the leasehold mortgagee and that the applicable Master Servicer or the applicable
Special Servicer shall service the related Mortgage Loan for the benefit of the Certificateholders. The costs and expenses of any
modifications to Ground Leases shall be paid by the related Mortgagor.


 


With respect to letters
of credit delivered in accordance with sub-clause (B) of clause (xii) of the definition of “Mortgage
File”, (a) within sixty (60) days of the Closing Date or such shorter period as is required by the terms of such
letter of credit or other applicable Mortgage Loan documents, the related Mortgage Loan Seller shall notify the bank issuing the
letter of credit that the applicable Master Servicer on behalf of the Trustee shall be the beneficiary under such letter of credit,
and (b) within sixty (60) days of the Closing Date, the applicable Master Servicer shall present such letter of credit
and the related assignment documentation delivered by the Mortgage Loan Seller in accordance with such sub-clause of the definition
of “Mortgage File” to the letter of credit bank issuing such letter of credit and request that such letter of credit
bank reissue the letter of credit in the name of (x) in the case of the Mortgage Loans other than the NCB Mortgage Loans, “Wells
Fargo Bank, National Association, as General Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee,
for the benefit of registered holders of BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24”
or (y) in the case of the NCB Mortgage Loans, “National Cooperative Bank, N.A., as NCB Master Servicer, on behalf of Wilmington
Trust, National Association, as Trustee, for the benefit of registered holders of BANK 2019-BNK24, Commercial Mortgage Pass-Through
Certificates, Series 2019-BNK24”. The applicable Master Servicer shall otherwise use reasonable efforts to obtain such reissued
letter of credit back from the issuing letter of credit bank within sixty (60) days (and in any event within ninety (90)
days) following the Closing Date. The related Mortgage Loan Seller shall provide such reasonable cooperation as requested by the
General Master Servicer, including without limitation by delivering such additional assignment or amendment documents required
by the issuing bank in order to reissue a letter of credit as provided above.


 


If a letter of credit
is required to be drawn upon earlier than the date that the letter of credit has been revised as contemplated in the preceding
sentence, such Mortgage Loan Seller shall cooperate with the reasonable requests of the applicable Master Servicer or the applicable
Special Servicer in connection with making a draw under such letter of credit. If the Mortgage Loan documents do not require the
related Mortgagor to pay any costs and expenses relating to any modifications to or assignment of the related letter of credit,
then the applicable Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable Mortgage
Loan Purchase Agreement. If the Mortgage Loan documents require the related Mortgagor to pay any costs and expenses relating to
any modifications to the related letter of credit, and such Mortgagor fails to pay such costs and expenses after the applicable
Master Servicer has exercised reasonable efforts to collect such costs and expenses from such Mortgagor, then such Master Servicer
shall give the applicable Mortgage Loan Seller notice of such failure and the amount of costs and expenses, and such Mortgage Loan
Seller shall pay such costs and expenses as and to the extent required under the applicable Mortgage Loan Purchase


 






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Agreement. The
costs and expenses of any modifications to Ground Leases shall be paid by the related Mortgagor. Neither the applicable Master
Servicer nor the applicable Special Servicer shall have any liability for the failure of any Mortgage Loan Seller to perform its
obligations under the related Mortgage Loan Purchase Agreement.


 


Each Master Servicer
acknowledges that any letter of credit held by it shall be held in its capacity as agent of the Trust, and if such Master Servicer
sells its rights to service the applicable Mortgage Loan, such Master Servicer shall assign the applicable letter of credit to
the Trust or (with respect to any Specially Serviced Loan) at the direction of the applicable Special Servicer to such party as
such Special Servicer may instruct, in each case at the expense of the applicable Master Servicer. Each Master Servicer shall indemnify
the Trust for any loss caused by the ineffectiveness of such assignment.


 


(g)          
Notwithstanding anything herein to the contrary, in no event shall the applicable Master Servicer (or the Trustee, as applicable)
make an Advance with respect to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is
no longer included in the Trust Fund.


 


(h)          
Servicing and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related
Intercreditor Agreement for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust
Fund or for such longer period as is contemplated by the related Intercreditor Agreement and, to the extent consistent with the
related Intercreditor Agreement, as any amounts payable by the related Companion Holder to or for the benefit of the Trust or any
party hereto in accordance with the related Intercreditor Agreement remain due and owing.


 


(i)            
The applicable Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage
Loan or Serviced Whole Loan that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject
to Section 3.19, use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard
and to the extent such Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the
Trustee pursuant to any such Intercreditor Agreement. The costs and expenses incurred by such Special Servicer in connection with
such enforcement shall be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, (i)
with respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu, by the Trust and Serviced Pari Passu
Companion Loan Holder(s), in accordance with the respective outstanding principal balances of the related Serviced Pari Passu Mortgage
Loan and Serviced Pari Passu Companion Loan(s) or (ii) with respect to any Serviced AB Whole Loan, first, by the related
AB Subordinate Companion Loan(s) and then, pro rata and pari passu, by the Trust and any Serviced Pari Passu
Companion Loan(s), in accordance with the respective outstanding principal balances of the related Serviced AB Mortgage Loan and
Serviced Pari Passu Companion Loan(s).


 


(j)            
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under
the related Intercreditor Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not
with respect to making Advances) even if the related Serviced Mortgage Loan is no longer part of the


 






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Trust Fund, until such time
as a separate servicing agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged
that neither the Master Servicers nor the Special Servicers shall be obligated under a separate agreement to which it is not a
party); provided that, other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely
with respect to claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other
costs, liabilities, fees and expenses (including reasonable attorneys’ fees and expenses and expenses relating to the enforcement
of such indemnity) incurred in connection with a legal claim or action resulting from an action or inaction taken or not taken
while the related Serviced Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect
to such Serviced Whole Loan on and after the date the related Serviced Mortgage Loan is no longer part of the Trust Fund shall
be payable out of the Trust Fund and the applicable Master Servicer shall have no obligation to make any Advance on or after the
date such Serviced Mortgage Loan ceases to be part of the Trust Fund; provided, however, that if, in the case of
any Serviced Whole Loan, the related Serviced Companion Loan continues to be included in an Other Securitization, then for so long
as a separate servicing agreement (pursuant to the related Intercreditor Agreement) has not been entered into, the applicable Master
Servicer shall inform the related Other Servicer of any need to make Servicing Advances with respect to a Serviced Whole Loan within
three (3) Business Days of determining that such an Advance is necessary or being notified that such an Advance is necessary, or
in the case of a Servicing Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect
to Servicing Advances made by any Other Servicer as contemplated in the second proviso to the preceding sentence, the applicable
Master Servicer shall, from collections on the related Serviced Whole Loan (but never out of general collections on the Mortgage
Loans and REO Properties) received by such Master Servicer, reimburse the Other Servicer for such Servicing Advances in the same
manner and on the same level of priority as if such Servicing Advances had been made by such Master Servicer hereunder.


 


(k)          
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the applicable Master Servicer’s
and the applicable Special Servicer’s obligations and responsibilities hereunder and the applicable Master Servicer’s
and the applicable Special Servicer’s authority with respect to a Non-Serviced Mortgage Loan are limited by and subject to
the terms of the related Non-Serviced Intercreditor Agreement and the rights of the related Non-Serviced Master Servicer and Non-Serviced
Special Servicer with respect thereto under the related Non-Serviced PSA. The applicable Master Servicer (or, with respect to any
Specially Serviced Loan, the applicable Special Servicer) shall use reasonable efforts consistent with the Servicing Standards
to enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan) under the related Non-Serviced Intercreditor Agreement
and Non-Serviced PSA.


 


(l)            
The parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related
Non-Serviced Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement,
(i) the related Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer
and Non-Serviced Special Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the
related Non-Serviced Companion Loan is no longer part of the trust fund created by the related Non-Serviced PSA and (B) the
related Non-Serviced Mortgage Loan is included in the Trust Fund, then, as set forth in the related


 






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Non-Serviced Intercreditor
Agreement, the related Non-Serviced Whole Loan shall continue to be serviced in accordance with the related Non-Serviced PSA, until
such time as a new servicing agreement has been agreed to by the parties to the related Non-Serviced Intercreditor Agreement in
accordance with the provisions of such agreement and confirmation has been obtained from the Rating Agencies that such new servicing
agreement would not result in a downgrade, qualification or withdrawal of the then-current ratings of any Class of Certificates
then outstanding.


 


(m)         
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the applicable Master Servicer’s
and the applicable Special Servicer’s obligations and responsibilities hereunder and the applicable Master Servicer’s
and the applicable Special Servicer’s authority with respect to a Serviced Whole Loan are limited by, and subject to, the
terms of the related Intercreditor Agreement. The applicable Master Servicer (or, if a Serviced Whole Loan becomes a Specially
Serviced Loan, the applicable Special Servicer) shall use reasonable efforts consistent with the Servicing Standard to obtain the
benefits of the rights of the Trust (as holder of the related Serviced Mortgage Loan) under the related Intercreditor Agreement.
In the event of any conflict between this Agreement and the related Intercreditor Agreement, the provisions of the related Intercreditor
Agreement shall control.


 


(n)          
[RESERVED].


 


(o)          
For the avoidance of doubt, none of the Master Servicers, the Special Servicers, the Certificate Administrator or the Trustee
have any obligation or authority to (a) supervise any related Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced
Certificate Administrator or Non-Serviced Trustee or (b) make Servicing Advances with respect to any Non-Serviced Whole Loan. The
obligation of the applicable Master Servicer to provide information and collections and make P&I Advances to the Certificate
Administrator for the benefit of the Certificateholders with respect to each Non-Serviced Mortgage Loan is dependent on its receipt
of the corresponding information and/or collections from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer.


 


(p)          
Nothing contained in this Agreement shall limit the ability of the applicable Master Servicer or the applicable Special
Servicer to lend money to (to the extent not secured, in whole or in part, by any Mortgaged Property, except, in the case of an
NCB Co-op Mortgage Loan, any such indebtedness as to which the NCB Subordinate Debt Conditions have been satisfied, which indebtedness
may be secured by a lien on the related Mortgaged Property), accept deposits from or otherwise generally engage in any kind of
business or dealings with any Mortgagor as though the applicable Master Servicer or the applicable Special Servicer was not a party
to this Agreement or to the transactions contemplated hereby; provided that this sentence shall not be construed to modify
or supersede the Servicing Standard.


 


Section 3.02     
Collection of Mortgage Loan Payments. (a) Each of the applicable Master Servicer and the applicable Special
Servicer shall each make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans
(other than the Non-Serviced Mortgage Loans) and the Serviced Companion Loans it is obligated to service hereunder, and shall follow
such collection procedures as are consistent with this Agreement


 






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(including, without limitation, the Servicing Standard); provided
that with respect to each Mortgage Loan that has an Anticipated Repayment Date, for so long as the related Mortgagor is in compliance
with each provision of the related Mortgage Loan documents, the applicable Master Servicer and the applicable Special Servicer
shall be permitted to take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Excess
Interest to the extent permitted under the related Mortgage Loan documents; provided, further, that the applicable
Master Servicer or the applicable Special Servicer, as the case may be, may take action to enforce the Trust’s right to apply
excess cash flow to principal in accordance with the terms of the Mortgage Loan documents. The applicable Master Servicer or the
applicable Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment
on a Mortgage Loan or Serviced Companion Loan that it is obligated to service hereunder three (3) times during any period of twenty-four
(24) consecutive months with respect to any Mortgage Loan or Serviced Companion Loan; provided that such Master Servicer
or such Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent payment
on a Mortgage Loan or Serviced Companion Loan one additional time in such 24-month period so long as with respect to any of the
foregoing waivers, no Advance or additional expense of the Trust has been incurred and remains unreimbursed to the Trust with respect
to such Mortgage Loan or Serviced Companion Loan. Any additional waivers during such 24-month period with respect to such Mortgage
Loan may be made, subject to the Servicing Standard, only after the applicable Master Servicer or the applicable Special Servicer,
as the case may be, has, prior to the occurrence and continuance of a Consultation Termination Event, given notice of a proposed
waiver to the Directing Certificateholder and, prior to the occurrence and continuance of a Control Termination Event, the Directing
Certificateholder has consented to such additional waiver (provided that if such Master Servicer or such Special Servicer,
as applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days
of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver); provided,
further, that after the occurrence and during the continuance of a Control Termination Event, the applicable Master Servicer
or the applicable Special Servicer, as the case may be, may waive any Penalty Charge in accordance with the Servicing Standard
without the consent of the Directing Certificateholder; provided, further, that the Directing Certificateholder shall
not have any consent or consultation rights with respect to any Mortgage Loan that is an Excluded Loan as to such party with respect
to the foregoing waivers.


 


(b)          
 (i)All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and
owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express
provisions of the Mortgage Loan documents (including any related Intercreditor Agreement); provided, however, that
absent express provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement) or to the extent
otherwise agreed to by the related Mortgagor in connection with a workout of a Mortgage Loan, all amounts collected by or on behalf
of the Trust in respect of a Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance
and Condemnation Proceeds under the Mortgage Loan (in the case of each Serviced Whole Loan, exclusive of amounts payable to any
applicable Companion Loan pursuant to the terms of the related Intercreditor Agreement) shall be applied in the following order
of priority:


 






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first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage Loan
and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust fund
expenses (including Special Servicing Fees, Liquidation Fees and Workout Fees previously paid by the Trust from general collections);


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on such Mortgage Loan (as described in the first proviso in the definition
of Aggregate Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery
of accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive
of default interest and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to time through
the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause
fifth below on earlier dates, the aggregate portion of the accrued and unpaid interest described in sub-clause (i)
of this clause third that either (A)(x) was not advanced because of the reductions (if any) in the amount of related
P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or (y) with respect
to any accrued and unpaid interest that was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable
Advance, the amount of interest that (absent such determination of nonrecoverability preventing such P&I Advance from being
made) would not have been advanced because of the reductions in the amount of related P&I Advances for such Mortgage Loan that
would have occurred in connection with related Appraisal Reduction Amounts, or (B) accrued at the related Net Mortgage Rate on
the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from
time to time and as to which no P&I Advance was made;


 


fourth,
to the extent not previously so allocated pursuant to clause first or second 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);


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan 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 occurred in connection with related
Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I
Advance not having been made as a result of a determination that such P&I Advance would have been a Nonrecoverable Advance,
and (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 (in each case, to the


 






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extent collections have not been allocated as recovery
of such accrued and unpaid interest pursuant to this clause fifth on earlier dates);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


provided that to the extent required
under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related
Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation)
at a time when the loan to value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would
exceed 125% following any partial release (based solely on the value of real property and excluding personal property and going
concern value, if any, unless otherwise permitted under the applicable REMIC Provisions as evidenced by an Opinion of Counsel to
the Trustee) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan in the
manner required by the REMIC Provisions; provided, further, that if a Non-Serviced Mortgage Loan and any related
Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing amounts with
respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor Agreement and Non-Serviced
PSA, in that order; provided, further, that with respect to each Mortgage Loan related to a Serviced Whole Loan,
amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant to the terms of the related
Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be subject to application as
described above.


 






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(ii)           
Collections by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the
payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the
case of each Serviced Whole Loan, exclusive of any amounts payable to the holder of the related Companion Loan(s), as applicable,
pursuant to the related Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses
(including Special Servicing Fees, Liquidation Fees and Workout Fees previously paid by the Trust from general collections) with
respect to such Mortgage Loan;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of Aggregate Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of
accrued and unpaid interest on such Mortgage Loan to the extent of the excess of (i) accrued and unpaid interest (exclusive of
default interest and Excess Interest) on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the
end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause
fifth below or clause fifth of the prior paragraph on earlier dates, the aggregate portion of the accrued
and unpaid interest described in sub-clause (i) of this clause third that either (A)(x) was not advanced because
of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with
related Appraisal Reduction Amounts or (y) with respect to any accrued and unpaid interest that was not advanced due to a determination
that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that (absent such determination of nonrecoverability
preventing such P&I Advance from being made) would not have been advanced because of the reductions in the amount of related
P&I Advances for such Mortgage Loan that would have occurred in connection with related Appraisal Reduction Amounts, or (B)
accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related
Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made;


 


fourth,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery
of principal of such Mortgage Loan to the extent of its entire unpaid principal balance;


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan to the extent of the sum of (A) the cumulative amount of the
reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related
Appraisal Reduction Amounts or would have occurred in connection with related


 






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Appraisal Reduction Amounts but for such P&I
Advance not having been made as a result of a determination that such P&I Advance would have been a Nonrecoverable Advance
and (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 (in each case, to the extent collections have not been allocated as recovery
of accrued and unpaid interest pursuant to this clause fifth or clause fifth of the prior paragraph
on earlier dates);


 


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


 


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


 


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


 


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


 


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


 


provided that if a Non-Serviced
Mortgage Loan and any related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan becomes an REO Loan, the treatment
of the foregoing amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced
Intercreditor Agreement and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage
Loan related to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first
pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan
shall be subject to application as described above.


 


(iii)           
Notwithstanding clauses (i) and (ii) above, such provisions shall not be deemed to affect the priority
of distributions of payments pursuant to the provisions of this Agreement. To the extent that such amounts are paid by a party
other than a Mortgagor, such amounts shall be deemed to have been paid in respect of a purchase of all or part of the Mortgaged
Property (in the case of Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the
Mortgage Loan or Companion Loan, as applicable, or in accordance with Section 3.02(b)(ii) above.


 


(c)           
To the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related
Serviced Companion Loan, as applicable, and the related Intercreditor Agreement) and applicable law, the applicable Master Servicer
shall apply all Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under
the related Mortgage Loan or Companion Loan as if such


 






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Insurance and Condemnation Proceeds were received on the Due Date immediately
succeeding the month in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii)
above.


 


(d)          
In the event that the applicable Master Servicer or the applicable Special Servicer receives Excess Interest prior to the
Determination Date for any Collection Period, or receives notice from the related Mortgagor that such Master Servicer or such Special
Servicer will be receiving Excess Interest prior to the Determination Date for any Collection Period, such Master Servicer or such
Special Servicer, as the case may be, shall notify the Trustee and Certificate Administrator two (2) Business Days prior to the
related Distribution Date. None of the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator
or the Trustee shall be responsible for any failure of the related Mortgagor to pay any such Excess Interest or prepayment penalty.
The preceding statements shall not, however, be construed to limit the provisions of Section 3.02(a).


 


(e)           
In connection with the Mortgage Loans or any Serviced Pari Passu Companion Loan for which the related Mortgagor was required
to escrow funds or to post a letter of credit related to obtaining performance objectives, such as targeted debt service coverage
levels or leasing criteria with respect to the Mortgaged Property as a whole or particular portions thereof, if the mortgagee has
the discretion under the applicable Mortgage Loan documents to retain the cash or letter of credit (or the proceeds of such letters
of credit) as additional collateral if the relevant conditions to release are not satisfied, then the related Master Servicer may
continue to hold such escrows or letters of credit (or the proceeds of such letters of credit) as additional collateral or use
such funds to reduce the principal balance of the related Mortgage Loan or Serviced Pari Passu Companion Loan (to the extent the
related Mortgage Loan documents allow such action), unless holding or application of such funds would otherwise be inconsistent
with the Mortgage Loan documents or the Servicing Standard.


 


(f)           
Promptly following the Closing Date, in the case of any Non-Serviced Whole Loan, the Certificate Administrator shall send
written notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer (with a copy
to any other applicable party set forth on the schedule of addresses to Exhibit T) stating that, as of such date, the
Trustee is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer to remit to the
applicable Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to
the applicable Master Servicer all reports, statements, documents, communications and other information that are to be forwarded,
delivered or otherwise made available to, the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor
Agreement and the related Non-Serviced PSA. The applicable Master Servicer shall, within two (2) Business Days of receipt of properly
identified funds, deposit into the Collection Account all amounts received with respect to the related Non-Serviced Mortgage Loan,
the related Non-Serviced Mortgaged Property or any related REO Property.


 


Section 3.03     
Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a) Each Master Servicer shall establish
and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments received by it
shall be deposited and retained, and shall administer such Servicing Accounts in accordance with the related Mortgage


 






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Loan documents
and, if applicable, the Companion Loan documents. Any Servicing Account related to a Serviced Whole Loan shall be held for the
benefit of the Certificateholders and the related Serviced Companion Noteholder(s) collectively, but this shall not be construed
to modify the respective interests of any noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit
in Servicing Accounts may only be invested in accordance with the terms of the related Mortgage Loan documents and Companion Loan
documents, or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall
be Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited
from a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were collected and comparable
items; (ii) reimburse the Trustee and then the applicable Master Servicer, if applicable, for any Servicing Advances; (iii) refund
to Mortgagors any sums as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account,
if required by applicable law or the terms of the related Mortgage Loan or Companion Loan and as described below or, if not so
required, to the applicable Master Servicer; (v) after the occurrence of an event of default under the related Mortgage Loan
or Companion Loan, apply amounts to the indebtedness under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts
deposited in error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage Loan documents; or (viii) clear
and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01. As part of
its servicing duties, the applicable Master Servicer shall pay or cause to be paid to the related Mortgagors interest on funds
in Servicing Accounts, to the extent required by law or the terms of the related Mortgage Loan or Companion Loan; provided,
however, that in no event shall the applicable Master Servicer be required to remit to any Mortgagor any amounts in excess
of actual net investment income or funds in the related Servicing Account. If allowed by the related Mortgage Loan documents and
applicable law, the applicable Master Servicer may charge the related Mortgagor an administrative fee for maintenance of the Servicing
Accounts.


 


(b)          
The applicable Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan),
and the applicable Master Servicer, in the case of all other related Serviced Mortgage Loans and each related Serviced Companion
Loan, shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes,
assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents
payable in respect thereof. The applicable Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced
Mortgage Loan), and the applicable Master Servicer, in the case of all other related Serviced Mortgage Loans and each related Serviced
Companion Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for
the payment of such items (including renewal premiums) and shall effect payment thereof from the REO Account or by the applicable
Master Servicer as Servicing Advances prior to the applicable penalty or termination date and, in any event, prior to the institution
of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items, employing for
such purpose Escrow Payments (which shall be so applied by the applicable Master Servicer at the written direction of the applicable
Special Servicer in the case of REO Loans) as allowed under the terms of the related Serviced Mortgage Loan and Companion Loan.
Other than with respect to any Non-Serviced Mortgage Loan, the applicable Master Servicer shall service and administer any reserve
accounts (including monitoring,


 






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maintaining or changing the amounts of required escrows) in accordance with the terms of such Mortgage
Loan and the related Serviced Companion Loan, as applicable, and the Servicing Standard. To the extent that a Serviced Mortgage
Loan and any related Companion Loan, as applicable, does not require a Mortgagor to escrow for the payment of real estate taxes,
assessments, insurance premiums, ground rents (if applicable) and similar items, the applicable Special Servicer, in the case of
REO Loans, and the applicable Master Servicer, in the case of all other such Mortgage Loans or Companion Loan, as applicable, that
it is responsible for servicing hereunder, shall use reasonable efforts consistent with the Servicing Standard to cause the Mortgagor
to comply with its obligation to make payments in respect of such items at the time they first become due and, in any event, prior
to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such
items.


 


(c)           
In accordance with the Servicing Standard and for each Serviced Mortgage Loan and each Serviced Whole Loan, as applicable,
the applicable Master Servicer shall advance all such funds as are necessary for the purpose of effecting the payment of (i) real
estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents (if applicable)
and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected from the related
Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor has failed
to pay such item on a timely basis, and provided, however, that the particular advance would not, if made, constitute
a Nonrecoverable Servicing Advance and provided, further, however, that with respect to the payment of taxes
and assessments, the applicable Master Servicer shall not be required to make such advance until the later of (i) five (5)
Business Days after such Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Trustee, as the
case may be, has received confirmation that such item has not been paid and (ii) the date prior to the date after which any
penalty or interest would accrue in respect of such taxes or assessments. The applicable Special Servicer shall give the applicable
Master Servicer and the Trustee no less than five (5) Business Days’ written (facsimile or electronic) notice before the
date on which such Master Servicer is requested to make any Servicing Advance with respect to a given Specially Serviced Loan or
REO Property; provided, however, that only two (2) Business Days’ written (facsimile or electronic) notice
shall be required in respect of Servicing Advances required to be made on an emergency or urgent basis provided, further,
that the applicable Special Servicer shall not be entitled to make such a request (other than for Servicing Advances required to
be made on an urgent or emergency basis) more frequently than once per calendar month (although such request may relate to more
than one Servicing Advance). The applicable Master Servicer may pay the aggregate amount of such Servicing Advances listed on a
monthly request to the applicable Special Servicer, in which case such Special Servicer shall remit such Servicing Advances to
the ultimate payees. The applicable Special Servicer shall have no obligation to make any Servicing Advances; provided that
in an urgent or emergency situation requiring the making of a Servicing Advance, such Special Servicer may make a Servicing Advance
in its sole discretion. Within five (5) Business Days of making such a Servicing Advance, such Special Servicer shall deliver to
the applicable Master Servicer a request for reimbursement for such Servicing Advance, along with all information and documentation
in such Special Servicer’s possession regarding the subject Servicing Advance as such Master Servicer may reasonably request,
and such Master Servicer shall be obligated, out of such Master Servicer’s own funds, to reimburse such Special Servicer
for any unreimbursed Servicing Advances (other than Nonrecoverable Servicing Advances) made by such Special Servicer


 






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pursuant to
the terms hereof, together with interest thereon at the Reimbursement Rate from the date made to, but not including, the date of
reimbursement. Such reimbursement and any accompanying payment of interest shall be made 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 such Special Servicer. Upon the applicable Master Servicer’s reimbursement to the applicable Special Servicer
of any Servicing Advance and payment to such Special Servicer of interest thereon, all in accordance with this Section 3.03,
such Master Servicer shall for all purposes of this Agreement be deemed to have made such Servicing Advance at the same time as
such Special Servicer actually made such Servicing Advance, and accordingly, such Master Servicer shall be entitled to be reimbursed
for such Servicing Advance, together with interest thereon at the Reimbursement Rate, at the same time, in the same manner and
to the same extent as such Master Servicer would otherwise have been entitled if it had actually made such Servicing Advance at
the time such Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.03(c), the applicable
Master Servicer shall not be required to reimburse the applicable Special Servicer out of its own funds for, or to make at the
direction of such Special Servicer, any Servicing Advance if such Master Servicer determines in its reasonable judgment that such
Servicing Advance, although not characterized by such Special Servicer as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable
Servicing Advance. The applicable Master Servicer shall notify such Special Servicer in writing of such determination and, if applicable,
such Nonrecoverable Servicing Advance shall instead be reimbursed to such Special Servicer pursuant to Section 3.05
of this Agreement.


 


Any request by a Special
Servicer that the applicable Master Servicer make a Servicing Advance shall be deemed to be a determination by such Special Servicer
that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and such Master Servicer and the Trustee shall
be entitled to conclusively rely on such determination; provided that the determination shall not be binding on such Master
Servicer or Trustee. On the first Business Day after the Determination Date for the related Distribution Date, the applicable Special
Servicer shall report to the applicable Master Servicer if such Special Servicer determines any Servicing Advance previously made
by such Master Servicer with respect to a Specially Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance. Such Master
Servicer shall be entitled to conclusively rely on such a determination, and such determination shall be binding upon such Master
Servicer, and shall in no way limit the ability of such Master Servicer in the absence of such determination to make its own determination
that any Advance is a Nonrecoverable Advance. If the applicable Special Servicer makes a determination that only a portion of,
and not all of, any previously made or proposed Servicing Advance is a Nonrecoverable Advance, the applicable Master Servicer shall
have the right to make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing
Advance is a Nonrecoverable Advance. If the applicable Master Servicer, the applicable Special Servicer or the Trustee determines
that a proposed Servicing Advance with respect to a Serviced Whole Loan, if made, or any outstanding Servicing Advance with respect
to a Serviced Whole Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer or the
Trustee, as applicable, shall provide the applicable Other Servicer written notice of such determination within two (2) Business
Days of the date of such determination. Any such determination by the applicable Special Servicer that a Servicing Advance is or
would be a Nonrecoverable Servicing Advance shall be binding on the applicable Master Servicer and the Trustee. All such Advances
shall be reimbursable in the first instance


 






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from related collections from the Mortgagors and further as provided in Section 3.05(a).
No costs incurred by a Master Servicer or a Special Servicer in effecting the payment of real estate taxes, assessments and, if
applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation,
the Certificate Administrator’s calculation of monthly distributions to Certificateholders, be added to the unpaid principal
balances of the related Mortgage Loans, any related Serviced Companion Loan, if applicable, notwithstanding that the terms of such
Mortgage Loans, related Serviced Companion Loan, if applicable, so permit. If the applicable Master Servicer fails to make any
required Servicing Advance as and when due (including any applicable cure periods), to the extent the Trustee has actual knowledge
of such failure, the Trustee shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding anything herein
to the contrary, no Servicing Advance shall be required hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable
Servicing Advance. In addition, the Master Servicers shall consider Unliquidated Advances in respect of prior Servicing Advances
for purposes of nonrecoverability determinations. The Special Servicers shall have no obligation to make any Servicing Advances
under this Agreement.


 


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the applicable Master Servicer may in its good faith judgment elect
(but shall not be required unless directed by the applicable Special Servicer with respect to Specially Serviced Loans and REO
Loans) to make a payment from amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as
a subaccount thereof by a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable
as principal and then from all other amounts comprising general collections) to pay for certain expenses set forth below
notwithstanding that the applicable Master Servicer (or the applicable Special Servicer, as the case may be) has determined that
a Servicing Advance with respect to such expenditure would be a Nonrecoverable Servicing Advance (unless, with respect to Specially
Serviced Loans or REO Loans, the applicable Special Servicer has notified the applicable Master Servicer to not make such expenditure),
where making such expenditure would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax
sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security
for the related Mortgage Loan or Serviced Companion Loan; provided that in each instance, the applicable Master Servicer
or the applicable Special Servicer, as the case may be, determines in accordance with the Servicing Standard (as evidenced by an
Officer’s Certificate delivered to the Trustee) that making such expenditure is in the best interest of the Certificateholders
(and, if applicable, the Companion Holders), all as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loans). The applicable Master Servicer or the Trustee may elect to obtain reimbursement of Nonrecoverable
Servicing Advances from the Trust pursuant to the terms of Section 3.17(c). The parties acknowledge that pursuant to
the applicable Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated to make servicing advances with respect
to the related Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall be entitled to reimbursement for nonrecoverable
servicing advances with respect to such Non-Serviced Whole Loan (with, in each case, any accrued and unpaid interest thereon provided
for under the applicable Non-Serviced PSA) in the manner set forth in the applicable Non-Serviced PSA and the applicable Non-Serviced
Intercreditor Agreement.


 






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(d)          
In connection with its recovery of any Servicing Advance out of the applicable Collection Account (or any Companion Distribution
Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a),
the Trustee, the applicable Special Servicer and then the applicable Master Servicer, as the case may be and in that order, shall
be entitled to receive, out of any amounts then on deposit in the applicable Collection Account interest at the Reimbursement Rate
in effect from time to time, accrued on the amount of such Servicing Advance from the date made to, but not including, the date
of reimbursement. Subject to Section 3.17(c), the applicable Master Servicer shall reimburse itself, the applicable
Special Servicer or the Trustee, as the case may be, for any outstanding Servicing Advance as soon as practically possible after
funds available for such purpose are deposited in the applicable Collection Account (or any Companion Distribution Account maintained
as a subaccount thereof by the Companion Paying Agent, if applicable) subject to the applicable Master Servicer’s or the
Trustee’s options and rights to defer recovery of such amounts as provided herein; provided, however, that
such Master Servicer’s or Trustee’s options and rights to defer recovery of such amounts shall not alter such Master
Servicer’s obligation to reimburse such Special Servicer for any outstanding Servicing Advance as provided for in this sentence.
To the extent amounts on deposit in the Companion Distribution Account with respect to the related Companion Loan are insufficient
for any such reimbursement, the applicable Master Servicer shall use efforts in accordance with the Servicing Standard to enforce
the rights of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any reimbursement available
from the holder of the related Companion Loan.


 


(e)           
To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Serviced
Mortgage Loan, the applicable Master Servicer shall request from the Mortgagor written confirmation thereof within a reasonable
time after the later of the Closing Date and the date as of which plan is required to be established or completed. To the extent
any repairs, capital improvements, actions or remediations are required to have been taken or completed pursuant to the terms of
the Serviced Mortgage Loan, the applicable Master Servicer shall request from the Mortgagor written confirmation of such actions
and remediations within a reasonable time after the later of the Closing Date and the date as of which action or remediations are
required to be or to have been taken or completed. To the extent a Mortgagor shall fail to promptly respond to any inquiry described
in this Section 3.03(e), the applicable Master Servicer shall report any such failure to the applicable Special Servicer
within a reasonable time after the date as of which actions or remediations are required to be or to have been taken or completed.


 


Section 3.04     
The Collection Accounts, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion
Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve Account
and the Retained Certificate Gain-on-Sale Reserve Account. (a) Each Master Servicer shall establish and maintain, or cause
to be established and maintained, a Collection Account in which such Master Servicer shall deposit or cause to be deposited on
a daily basis and in no event later than the second (2nd) Business Day following receipt of available and properly identified
funds (in the case of payments by Mortgagors or other collections on the Mortgage Loans or Companion Loans), except as otherwise
specifically provided herein, the following payments and collections received or made by or on behalf of it subsequent to the Cut-off
Date (other than in respect of principal and interest on the Mortgage Loans or


 






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Companion Loans due and payable on or before the
Cut-off Date, which payments shall be delivered promptly to the appropriate Mortgage Loan Seller or its respective designee and
other than any amounts received from Mortgagors which are received in connection with the purchase of defeasance collateral), or
payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent
thereto, in each case, with respect to the Mortgage Loans for which it acts as Master Servicer:


 


(i)           
all payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on
Serviced Companion Loans;


 


(ii)           
all payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Prepayment
Premiums, Yield Maintenance Charges and Default Interest;


 


(iii)           
late payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses
of the Trust (including Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


(iv)           
all Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale
Proceeds) received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds
that are received in connection with the purchase by the applicable Master Servicer, the applicable Special Servicer, the Holder
of the majority of the Controlling Class, or the Holders of the Class R Certificates of all the Mortgage Loans and any REO
Properties in the Trust Fund and that are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01
and (B) any proceeds that are received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from
a securitization by the related mortgage loan seller, which shall be paid directly to the servicer of such securitization) together
with any recovery of Unliquidated Advances in respect of the related Mortgage Loans;


 


(v)           
any amounts required to be transferred from the applicable REO Account pursuant to Section 3.14(c);


 


(vi)           
any amounts required to be deposited by either Master Servicer pursuant to Section 3.06 in connection with losses
incurred with respect to Permitted Investments of funds held in its Collection Account; and


 


(vii)           
any amounts required to be deposited by either Master Servicer or either Special Servicer pursuant to Section 3.07(b)
in connection with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding the foregoing
requirements, a Master Servicer need not deposit into its Collection Account any amount that such Master Servicer would be authorized
to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead
immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance
with the terms hereof and shall be reported as if deposited in such Collection Account and then withdrawn.


 






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The foregoing requirements
for deposit in the Collection Accounts shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands,
assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient
funds or other amounts either Master Servicer or either Special Servicer would be entitled to retain as additional servicing compensation
need not be deposited by such Master Servicer in its Collection Account. If either Master Servicer shall deposit in its Collection
Account any amount not required to be deposited therein, it may at any time withdraw such amount from its Collection Account, any
provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from Mortgagors
on Specially Serviced Loans shall be promptly delivered to the applicable Special Servicer as additional servicing compensation.


 


Upon receipt of any of
the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the applicable
Special Servicer shall remit within one (1) Business Day such amounts to the applicable Master Servicer for deposit into the applicable
Collection Account, in accordance with this Section 3.04(a); Any such amounts received by the applicable Special Servicer
with respect to an REO Property shall be deposited by such Special Servicer into its REO Account and remitted to the applicable
Master Servicer for deposit into its Collection Account, pursuant to Section 3.14(c). With respect to any such amounts
paid by check to the order of the applicable Special Servicer, such Special Servicer shall endorse without recourse or warranty
such check to the order of the applicable Master Servicer and shall promptly deliver any such check to such Master Servicer by
overnight courier. Funds in the Collection Accounts may only be invested in Permitted Investments in accordance with the provisions
of Section 3.06. As of the Closing Date, the Collection Account for the General Master Servicer shall be located at
the offices of Wells Fargo Bank, National Association. As of the Closing Date, the Collection Account for the NCB Master Servicer
shall be located at the offices of Wells Fargo Bank, National Association. Each Master Servicer shall give written notice to the
Trustee, the Special Servicers, the Certificate Administrator and the Depositor of the new location of its Collection Account prior
to any change thereof.


 


(b)          
The Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC Distribution
Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account
in trust for the benefit of the Certificateholders (other than the Holders of the Excess Interest Certificates), (ii) the
Upper-Tier REMIC Distribution Account in trust for the benefit of the Certificateholders (other than the Holders of the Excess
Interest Certificates) and (iii) the Excess Interest Distribution Account in trust for the benefit of the Holders of the Excess
Interest Certificates and the RR Interest. Each Master Servicer shall deliver to the Certificate Administrator each month on or
before the P&I Advance Date therein, for deposit (x) in the Lower-Tier REMIC Distribution Account, that portion of the
Aggregate Available Funds attributable to the Mortgage Loans for which it acts as Master Servicer (in each case, calculated without
regard to clauses (a)(iii)(B), (a)(iv), (c) and (d) of the definition of Aggregate Available Funds)
for the related Distribution Date and (y) in the Excess Interest Distribution Account all Excess Interest for the related
Distribution Date then on deposit in the applicable Collection Account maintained by the applicable Master Servicer after giving
effect to withdrawals of funds pursuant to Section 3.05(a)(ii). For the avoidance of doubt, so long as Wells Fargo
Bank,


 






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National Association is the Certificate Administrator, all funds held in the Distribution Account, the Interest Reserve Account
and the Excess Interest Distribution Account shall remain uninvested.


 


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


 


With respect to each
Serviced Companion Loan, the Companion Paying Agent shall establish and maintain the Companion Distribution Account, which may
be a subaccount of the related Collection Account, for distributions to each Serviced Companion Noteholder. Funds in the Companion
Distribution Account shall be held for the benefit of the related Serviced Companion Noteholders. The Companion Paying Agent shall
separately track for each Serviced Companion Loan all amounts deposited in the Companion Distribution Account with respect to such
Serviced Companion Loan.


 


On each Serviced Whole
Loan Remittance Date, (1) first, the applicable Master Servicer shall withdraw from its Collection Account (or applicable portion
thereof) an aggregate amount equal to all payments and/or collections actually received on, and payable in respect of, the Serviced
Companion Loans prior to such date and deposit such amount in the Companion Distribution Account; provided, however,
that in no event shall the applicable Master Servicer be required to transfer to the Companion Distribution Account any portion
thereof that is payable or reimbursable to or at the direction of any party to this Agreement under the other provisions of this
Agreement and/or the related Intercreditor Agreement; and (2) then, the Companion Paying Agent shall make the payments and
remittance described in Section 4.01(k). With respect to any Serviced Whole Loan, in the event the applicable Master
Servicer has received written notice that an Other Servicer or Other Trustee has made an advance of a monthly debt service payment
on a related Serviced Pari Passu Companion Loan and such Master Servicer subsequently receives Late Collections in respect of such
advanced payment, such Master Servicer shall remit to the applicable Other Servicer or Other Trustee, within two (2) Business Days
following receipt of such Late Collections in properly identified funds, the amount allocable to such Serviced Pari Passu Companion
Loan in accordance with the terms of this Agreement and the related Intercreditor Agreement.


 


The Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve
Account, the Retained Certificate Gain-on-Sale Reserve Account and the Interest Reserve Account, may be subaccounts of a single
Eligible Account, which shall be maintained as a segregated account separate from other accounts.


 


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, each Master Servicer
shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution
Account:


 


(i)           
any amounts required to be deposited by such Master Servicer pursuant to Section 3.17(a) as Compensating Interest
Payments (other than the portion of any


 






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Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection
with Prepayment Interest Shortfalls;


 


(ii)           
any P&I Advances required to be made by such Master Servicer in accordance with Section 4.03;


 


(iii)           any
Liquidation Proceeds paid by such Master Servicer, the applicable Special Servicer, the Holders of the Controlling Class or the
Holders of the Class R Certificates in connection with the purchase of all of the Mortgage Loans and any REO Properties in
the Trust Fund pursuant to Section 9.01 (exclusive of that portion thereof required to be deposited in the related
Collection Account pursuant to Section 9.01);


 


(iv)           any Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans actually collected; and


 


(v)           
any other amounts required to be so delivered for deposit in the Lower-Tier REMIC Distribution Account pursuant to any provision
of this Agreement.


 


If, as of the close of
business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in the foregoing clauses (i)
through (v) or any Excess Interest are required to be delivered hereunder, the applicable Master Servicer shall not have
delivered to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution
Account, as applicable, the amounts required to be deposited therein pursuant to the provisions of this Agreement (including any
P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a)), the applicable Master Servicer shall
pay the Certificate Administrator interest on such late payment at the Prime Rate from and including the date such payment was
required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but not including)
the date such late payment is received by the Certificate Administrator.


 


The Certificate Administrator
shall, upon receipt, deposit in the Lower-Tier REMIC Distribution Account or the Excess Interest Distribution Account, as applicable,
any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement to be deposited
therein.


 


Promptly on each Distribution
Date, the Certificate Administrator shall be deemed to withdraw from the Lower-Tier REMIC Distribution Account and deposit in the
Upper-Tier REMIC Distribution Account an aggregate amount of immediately available funds equal to the Lower-Tier Distribution Amount
and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date allocated in payment of the
Lower-Tier Regular Interests as specified in Section 4.01(c) and Section 4.01(e), respectively.


 


Funds on deposit in the
Gain-on-Sale Reserve Account, the Retained Certificate Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest
Distribution Account, the Upper-Tier REMIC Distribution Account or the Lower-Tier REMIC Distribution Account shall not be invested
for so long as Wells Fargo Bank, National Association is the Certificate Administrator; provided, however, that such
funds may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator (but only if the
Certificate


 






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Administrator is not Wells Fargo Bank, National Association) in Permitted Investments selected by the party hereunder
that maintains such account which shall mature, unless payable on demand, not later than such time on the Distribution Date which
will allow the Certificate Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment shall
not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted Investments to be administered by
the Certificate Administrator, shall be made in the name of “Wells Fargo Bank, National Association, as Certificate Administrator,
for the benefit of Wilmington Trust, National Association, as Trustee for the Holders of BANK 2019-BNK24, Commercial Mortgage Pass-Through
Certificates, Series 2019-BNK24 as their interests may appear”, or in the name of any successor trustee, as Trustee for the
Holders of BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24 as their interests may appear. None
of the Trust, the Depositor, the Mortgagors, the Master Servicers or the Special Servicers shall be liable for any loss incurred
on such Permitted Investments.


 


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


 


As of the Closing Date,
the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account and the Lower-Tier
REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate Administrator shall
give notice to the Trustee, the Master Servicers, and the Depositor of the proposed location of the Interest Reserve Account, the
Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, and,
if established, the Gain-on-Sale Reserve Account and the Retained Certificate Gain-on-Sale Reserve Account prior to any change
thereof.


 


For the avoidance of
doubt, the Collection Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution
Account, if it is a sub-account of the Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve
Account, the Retained Certificate Gain-on-Sale Reserve Account, any Servicing Account, the REO Account and the Interest Reserve
Account (including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC;
the Excess Interest Distribution Account (and any portion of the Collection Account holding Excess Interest) (including interest,
if any, earned on the investment of funds in such account) will be owned by the Grantor Trust for the benefit of the Holders of
the Excess Interest Certificates and the RR Interest; the Companion Distribution Account (including interest, if any, earned on
the investment of funds in such account) will be owned by the Companion Holders; and the Upper-Tier REMIC Distribution Account
(including interest, if any, earned on the investment of


 






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funds such account) will be owned by the Upper-Tier REMIC, each for federal
income tax purposes.


 


(c)           
Prior to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage
Loan, and upon notification from a Master Servicer or a Special Servicer pursuant to Section 3.02(d), the Certificate
Administrator, on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its
own name on behalf of the Trustee in trust for the benefit of the Holders of the Excess Interest Certificates and the RR Interest.
The Excess Interest Distribution Account shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible
Account). Prior to the applicable Distribution Date, the applicable Master Servicer shall remit to the Certificate Administrator
for deposit in the Excess Interest Distribution Account an amount equal to the Excess Interest received by such Master Servicer
prior to the Determination Date for the applicable Collection Period.


 


(d)          
Following the distribution of the applicable portions of Excess Interest to Holders of the Excess Interest Certificates
and the RR Interest, as applicable, on the first Distribution Date after which there are no longer any Mortgage Loans outstanding
which pursuant to their terms could pay Excess Interest, the Certificate Administrator shall terminate the Excess Interest Distribution
Account.


 


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


 


Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.16, the applicable Special Servicer
will calculate the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan and any gain that is allocable
to any related Serviced Companion Loan in connection with such sale and remit such funds to the Master Servicer on the later of
(x) the related Determination Date or (y) the date that is two (2) Business Days after such amounts are received and properly
identified and determined to be available, along with a notation of the amount of Gain-on-Sale Proceeds in the CREFC®
REO Liquidation Report. On the related Remittance Date, the Master Servicer shall remit such funds that are allocable to
the Mortgage Loan to the Certificate Administrator, who shall deposit (i) the Non-Retained Percentage of such funds into the Gain-on-Sale
Reserve Account and (ii) the Required Credit Risk Retention Percentage of such funds into the Retained Certificate Gain-on-Sale
Reserve Account. Any gain on such disposition that is allocable to any related Companion Loan in accordance with the terms of
the related Intercreditor Agreement shall be remitted to the Companion Paying Agent for deposit into the Companion Distribution
Account.





 






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(f)           
Any Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator as follows: (i) the Non-Retained Percentage of such funds for deposit into
the Gain-on-Sale Reserve Account and (ii) the Required Credit Risk Retention Percentage of such funds for deposit into the Retained
Certificate Gain-on-Sale Reserve Account.


 


(g)          
[RESERVED].


 


(h)          
[RESERVED].


 


(i)            
If any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the applicable Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively,
the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding
such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
of an Eligible Account. The applicable Special Servicer shall, within two (2) Business Days of receipt of properly identified and
available Loss of Value Payments, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Certificate
Administrator shall account for the Loss of Value Reserve Fund as an outside reserve fund within the meaning of Treasury Regulations
Section 1.860G-2(h) and not an asset of any Trust REMIC or the Grantor Trust. Furthermore, for all federal tax purposes, the
Certificate Administrator shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the Collection Account
to the Certificateholders as paid to and distributed by the Trust REMICs and (ii) treat any amounts paid out of the Loss of
Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions by the Trust to such Mortgage Loan
Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial owner
of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all income earned thereon.


 


Section 3.05     
Permitted Withdrawals from the Collection Accounts, the Distribution Accounts and the Companion Distribution Account.
(a) Each Master Servicer may, from time to time, make withdrawals from its Collection Account (or the applicable subaccount
of the Collection Account exclusive of the Companion Distribution Account) for any of the following purposes (the following not
being an order of priority and without duplication of the same payment or reimbursement):


 


(i)           
(A)  no later than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to the Certificate
Administrator for deposit in the Lower-Tier REMIC Distribution Account and the Excess Interest Distribution Account the amounts
required to be remitted by such Master Servicer pursuant to the first paragraph of Section 3.04(b) or that may
be applied to make P&I Advances pursuant to Section 4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b),
to remit to the Companion Paying Agent for deposit in the Companion Distribution Account the amounts required to be so deposited
with respect to the Companion Loans;


 






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(ii)           
(A)  to pay itself (or, with respect to any Transferable Servicing Interest, to pay Wells Fargo Bank, National
Association if Wells Fargo Bank, National Association is no longer the General Master Servicer or NCB if NCB is no longer the NCB
Master Servicer, any such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan,
Serviced Companion Loan, Specially Serviced Loan, and REO Loan, as applicable, the applicable Master Servicer’s rights to
payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion
Loan, Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan
or related Serviced Companion Loan (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds)
or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable
as recovery of interest thereon, (B) to pay the applicable Special Servicer any unpaid Special Servicing Fees, Liquidation
Fees and Workout Fees in respect of each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable, and any expense
incurred by such Special Servicer in connection with performing any inspections pursuant to Section 3.12(a), remaining
unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections in
respect of the related Specially Serviced Loan (provided that, in the case of such payment relating to a Serviced Whole
Loan, such payment shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced
Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loan(s), in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced
AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan
and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis) and then out of general collections
on the Mortgage Loans and REO Properties serviced by such Master Servicer, (C) to pay the Operating Advisor (or the applicable
Master Servicer, if applicable) any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect of each Mortgage
Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, the Operating Advisor’s
right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C) with
respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (other than any related Companion Loan), as applicable, being
limited to amounts received on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances (solely with
respect to the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), such REO Loan (whether in
the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest
thereon, and (D) to pay the Asset Representations Reviewer, any unpaid Asset Representations Reviewer Fee and (subject to
Section 12.02(b)) Asset Representations Reviewer Asset Review Fee, if any, payable in connection with any Asset Review
performed as a result of an Affirmative Asset Review Vote;


 


(iii)           to
reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the applicable Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which


 






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represent Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage
Loans and REO Loans with respect to which P&I Advances were made; provided that with respect to each Serviced Whole
Loan, reimbursement of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage
Loan and not from any amounts collected with respect to any related Serviced Companion Loan (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans) prior to reimbursement from other
funds unrelated to such Serviced Whole Loan on deposit in such Collection Account; provided, further, that if such
P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement Amount, then the maker of such P&I
Advance shall additionally, but without duplication, thereafter be entitled to reimbursement for such P&I Advance from the
portion of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties serviced by such Master
Servicer on deposit in such Collection Account from time to time that represent collections or recoveries of principal to the extent
provided in clause (v) below; and provided, further, that if such Advance becomes a Nonrecoverable Advance,
then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)           to reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing
Advances, the applicable Master Servicer’s, the applicable Special Servicer’s or the Trustee’s respective rights
to receive payment pursuant to this clause (iv) with respect to any Serviced Mortgage Loan or any related Companion
Loan or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds
and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements
shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan,
pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s)
in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first,
from the related AB Subordinate Companion Loan(s) and then, from the related Serviced AB Mortgage Loan and any Serviced
Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan, any Serviced
Pari Passu Companion Loans and the AB Subordinate Companion Loans), prior to reimbursement from other funds unrelated to such Serviced
Whole Loan on deposit in such Collection Account related to any Mortgage Loan); provided, however, that if such Servicing
Advance becomes a Workout-Delayed Reimbursement Amount, then the maker of such Servicing Advance shall additionally, but without
duplication, thereafter be entitled to reimbursement for such Servicing Advance from the portion of general collections and recoveries
on or in respect of the Mortgage Loans and REO Properties serviced by such Master Servicer on deposit in such Collection Account
from time to time that represent collections or


 






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recoveries of principal to the extent provided in clause (v) below;
provided, further, that if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable
pursuant to clause (v) below;


 


(v)           to reimburse the Trustee, the applicable Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable
Advances first, out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the
related Mortgage Loan and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances
made with respect thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties
serviced by such Master Servicer, then, to the extent the principal portion of general collections is insufficient and with
respect to such excess only, subject to any exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c),
out of general collections on the Mortgage Loans and REO Properties serviced by such Master Servicer, (2) for Workout-Delayed
Reimbursement Amounts, out of the principal portion of the general collections on the Mortgage Loans and REO Properties serviced
by such Master Servicer net of such amounts being reimbursed pursuant to (1) above; (provided that, in the case of such
reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance
with their respective outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, from
the related AB Subordinate Companion Loan(s) and then, from the related Serviced AB Mortgage Loan and any Serviced Pari
Passu Companion Loans on a pro rata and pari passu basis and provided, further, that, in the case of
such reimbursement with respect to Nonrecoverable Servicing Advances relating to a Serviced Whole Loan, such reimbursement shall
be made as described above in this clause (v)(1) and (v)(2), prior to reimbursement from other funds unrelated
to such Serviced Whole Loan on deposit in such Collection Account; provided, further, that with respect to a Serviced
Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected from the related Serviced Whole Loan shall
be made only from amounts collected with respect to such Serviced Mortgage Loan (and not from any amounts collected with respect
to the related Serviced Companion Loan), in accordance with the terms of the related Intercreditor Agreement (provided that,
with respect to any Serviced Companion Loan, the foregoing with respect to Nonrecoverable Servicing Advances and Nonrecoverable
P&I Advances shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts
collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan, any Serviced Pari Passu Companion
Loans and AB Subordinate Companion Loan), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit
in such Collection Account related to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan, any related
Companion Loan, if applicable, or REO Property any related earned Servicing Fee that remained unpaid in accordance with clause (ii)
above following a Final Recovery Determination made with respect to such Mortgage Loan or REO Property and the deposit into such
Collection Account of all amounts received in connection therewith;


 






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(vi)           at such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer
for a related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance
(including any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii)
or clause (v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued
and payable thereon in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances
(including any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv)
or clause (v) above, to pay itself, the applicable Special Servicer or the Trustee, or Other Trustee or Other Servicer
as the case may be, any interest accrued and payable thereon in accordance with Section 3.03(d) and 3.11(d)
or (c) any Nonrecoverable Advances pursuant to clause (v) above, to pay itself, the applicable Special Servicer
or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued and payable thereon; provided
that in all events, subject to the related Intercreditor Agreement, interest on P&I Advances on any Serviced Mortgage Loan
shall not be paid from funds actually distributable to any related Serviced Companion Loan (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
AB Mortgage Loan, any Serviced Pari Passu Companion Loans and AB Subordinate Companion Loans);


 


(vii)          to reimburse itself, the applicable Special Servicer or the Trustee, as the case may be, for any unreimbursed expenses reasonably
incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of a Mortgage
Loan Seller or any other obligation of such Mortgage Loan Seller under Section 4 of the applicable Mortgage Loan Purchase
Agreement, including, without limitation, any expenses arising out of the enforcement of the repurchase or substitution obligation
or any other obligation of such Mortgage Loan Seller, each such Person’s right to reimbursement pursuant to this clause (vii)
with respect to any Mortgage Loan being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution
Shortfall Amount paid with respect to such Mortgage Loan, that represents such expense in accordance with clause (iv)
of the definition of Purchase Price;


 


(viii)         in accordance with Section 2.03(f), to reimburse itself or the applicable Special Servicer, as the case may
be, first, out of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage
Loan or REO Loan, and then out of general collections on the Mortgage Loans and REO Properties serviced by such Master Servicer,
for any unreimbursed expense reasonably incurred by such Person in connection with the enforcement of a Mortgage Loan Seller’s
obligations under Section 4 of the applicable Mortgage Loan Purchase Agreement, but only to the extent that such expenses
are not reimbursable pursuant to clause (vii) above or otherwise; provided that, in the case of such reimbursement
out of Liquidation Proceeds, and Insurance and Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement
shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole
Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu


 






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Companion
Loan in accordance with their respective outstanding principal balances or (ii) with respect to a Serviced AB Whole Loan,
first, from the related AB Subordinate Companion Loan and then, from the related Serviced AB Mortgage Loan and any
Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any
AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement
pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage
Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out
of general collections with respect to the Mortgage Loans;


 


(ix)           to pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues,
Liquidation Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or
REO Loan and then out of general collections on the Mortgage Loans and REO Properties serviced by such Master Servicer;
provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance
with their respective outstanding principal balances or (ii) with respect to a Serviced AB Whole Loan, first, from
the related AB Subordinate Companion Loan(s) and then, from the related Serviced AB Mortgage Loan and any Serviced Pari
Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any
Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being payable out of general
collections with respect to the Mortgage Loan;


 


(x)            to pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest
and investment income earned in respect of amounts relating to the Trust Fund held in such Collection Account and the Companion
Distribution Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect
to such Collection Account and the Companion Distribution Account for the period from and including the prior Distribution Date
to and including the P&I Advance Date related to such Distribution Date) and (2) Penalty Charges (other than Penalty Charges
collected while the related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the
extent collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related
Mortgage Loan and any related Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest on
Advances or pay or reimburse costs and expenses incurred by the Trust (including Special Servicing Fees, Liquidation Fees and Workout
Fees) in accordance with Section 3.11(d); and (b) to pay the applicable Special Servicer, as additional servicing compensation
in accordance with Section 3.11(c), Penalty Charges collected on Specially


 






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Serviced Loans (but only to the extent collected
from the related Mortgagor and to the extent that all amounts then due and payable with respect to the related Specially Serviced
Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or pay or reimburse costs and expenses
incurred by the Trust (including Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d));


 


(xi)           to recoup any amounts deposited in such Collection Account in error;


 


(xii)          to pay itself, the applicable Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer
or any of their respective directors, officers, members, managers, employees and agents, or CREFC®, as the case
may be, out of general collections, any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a)
or Section 6.04(b); provided that, in the case of such reimbursement (other than a reimbursement of any amounts
payable to CREFC®) relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of
the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu,
from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective outstanding
principal balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion
Loan and then, from the related Serviced AB Mortgage Loan and any Serviced Pari Passu Companion Loans on a pro rata and
pari passu basis (provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit
or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the
related Whole Loan are allocated to the related Serviced AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate
Companion Loans), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(xiii)         to pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b),
3.18(b), 3.18(d), 3.18(i), 10.01(f) and Section 13.02(a) to the extent payable out of the
Trust Fund, (b) the cost of any Opinion of Counsel contemplated by Sections 13.01(a) or Section 13.01(c)
in connection with an amendment to this Agreement requested by the Trustee or the applicable Master Servicer, which amendment is
in furtherance of the rights and interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated
by Section 3.14(a); provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such
reimbursement shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to the related Serviced
Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loan(s) in accordance with their respective outstanding principal balances or (ii) with respect to a Serviced
AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the related Serviced AB Mortgage
Loan and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
AB Mortgage


 






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Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loan(s)), in each case, prior to being
payable out of general collections with respect to the Mortgage Loans;


 


(xiv)         to pay out of general collections on the Mortgage Loans and the REO Properties serviced by such Master Servicer any and
all federal, state and local taxes imposed on any Trust REMIC, or any of their assets or transactions, together with all incidental
costs and expenses, to the extent that none of the applicable Master Servicer, the applicable Special Servicer, the Certificate
Administrator or the Trustee is liable therefor pursuant to Section 10.01(g);


 


(xv)          to reimburse the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties serviced
by such Master Servicer for expenses incurred by and reimbursable to it by the Trust pursuant to Section 10.01(c);


 


(xvi)         to pay the applicable Mortgage Loan Seller or any other Person, with respect to each Mortgage Loan, if any, previously purchased
by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods
after the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by
Section 2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts received thereon
subsequent to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments
due thereon during or prior to the month of substitution, in accordance with Section 2.03(b);


 


(xvii)        to remit to the Certificate Administrator for deposit in the Interest Reserve Account the amounts required to be deposited
in the Interest Reserve Account pursuant to Section 3.21;


 


(xviii)       so long as such Master Servicer has received notice of the applicable Uncovered Amount on or before the related Determination
Date, to pay or reimburse the applicable Person for any Uncovered Amount in respect of the other Master Servicer’s Collection
Account, any such Person’s right to payment or reimbursement for any such Uncovered Amount being limited to any general funds
in the subject Master Servicer’s Collection Account that are not otherwise to be applied to make any of the payments or reimbursements
contemplated to be made out of the subject Master Servicer’s Collection Account pursuant to any of clauses (i) –
(xvii) above;


 


(xix)          to reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and reimbursable to it by the Trust pursuant
to Section 3.26(i);


 


(xx)           to remit to the Companion Paying Agent for deposit into the Companion Distribution Account the amounts required to be deposited
pursuant to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i)
above;


 


(xxi)          [Reserved];


 






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(xxii)         to clear and terminate such Collection Account at the termination of this Agreement pursuant to Section 9.01;
and


 


(xxiii)        to pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


Each Master Servicer
shall also be entitled to make withdrawals from time to time, from its Collection Account of amounts necessary for the payments
or reimbursement of amounts required to be paid to the applicable Non-Serviced Trust, the applicable Non-Serviced Master Servicer,
the applicable Non-Serviced Special Servicer, the applicable Non-Serviced Trustee, the applicable Non-Serviced Paying Agent or
any other applicable party to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable
Non-Serviced Intercreditor Agreement and the applicable Non-Serviced PSA.


 


Each Master Servicer
shall keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate, for the
purpose of justifying any withdrawal from its Collection Account.


 


Each Master Servicer
shall pay to the applicable Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations
Reviewer from its Collection Account amounts permitted to be paid to it therefrom monthly upon receipt of a certificate of a Servicing
Officer of such Special Servicer, or an officer of the Operating Advisor or the Asset Representations Reviewer or a Responsible
Officer of the Trustee or the Certificate Administrator describing the item and amount to which such Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer is entitled. The applicable Master Servicer
may rely conclusively on any such certificate and shall have no duty to re-calculate the amounts stated therein. The applicable
Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and REO Loan, on a loan-by-loan and
property-by-property basis, for the purpose of justifying any request for withdrawal from the Collection Account. Notwithstanding
the above, no written certificate is required for a payment of Special Servicing Fees and/or Workout Fees arising from collections
other than the initial collection on a Corrected Loan.


 


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


 


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


 


(i)           
to be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the amount
of any Prepayment Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier
REMIC


 






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Distribution Account, and to make distributions on the Class R Certificates in respect of the Class LR Interest
pursuant to Section 4.01(c);


 


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


 


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


 


(iv)           to pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator
as provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the
Certificate Administrator, either Master Servicer or either Special Servicer as contemplated by Section 3.18(d), (C) the
Trustee or the Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02 to the extent
payable out of the Trust Fund, (D) the Trustee, the Certificate Administrator, either Master Servicer or either Special Servicer
as contemplated by Section 10.01(f) or Section 10.01(l) to the extent payable out of the Trust Fund, or
(E) the Trustee, the Certificate Administrator, either Master Servicer or either Special Servicer as contemplated by Section 13.01(a)
or Section 13.01(c) in connection with any amendment to this Agreement requested by the Trustee or the Certificate
Administrator, which amendment is in furtherance of the rights and interests of Certificateholders, in each case, to the extent
not paid pursuant to Section 13.01(g);


 


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


 


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


 


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


 


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


 


(ix)           termination of this Agreement pursuant to Section 9.01.


 


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


 






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


 


(i)             to make distributions to the Holders of the Regular Certificates (and to the Holders of the Class R Certificates in
respect of the Class UR Interest) on each Distribution Date pursuant to Section 4.01 or Section 9.01,
as applicable; and


 


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


 


(e)           
[RESERVED].


 


(f)           
Notwithstanding anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the
Collection Accounts and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee
listed in Section 3.05(a)(ii), the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate
Administrator Fee listed in Section 3.05(b)(iii), then the Certificate Administrator Fee shall be paid in full prior
to the payment of any Servicing Fees payable under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the
Operating Advisor Fees payable under Section 3.05(a)(ii) and in the event that amounts on deposit in the Collection
Accounts and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of such Certificate Administrator
Fee, the Certificate Administrator shall be paid based on the amount of such fees and (ii) if amounts on deposit in the Collection
Accounts are not sufficient to reimburse the full amount of Advances and interest thereon listed in Sections 3.05(a)(ii),
(a)(iii), (a)(iv), (a)(v), and (a)(vi) then reimbursements shall be paid first to the Certificate
Administrator and to the Trustee, pro rata, second to the applicable Special Servicer, third to the applicable
Master Servicer and then to the Operating Advisor.


 


(g)          
If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any
related Serviced REO Property, then the applicable Special Servicer shall (provided that, with respect to clause (v)
below, the Certificate Administrator shall have provided the applicable Master Servicer and such Special Servicer with five (5)
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 applicable Master Servicer for deposit into the applicable Collection Account
for the following purposes:


 


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


 


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


 






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


 


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


 


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


 


(h)          
Any Loss of Value Payments transferred to a Collection Account pursuant to clauses (i)-(iii) of the prior paragraph
shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan
with respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to a Collection
Account pursuant to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust
in respect of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to such Collection
Account to cover an item contemplated by clauses (i)-(iv) of the prior paragraph.


 


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


 


Section 3.06     
Investment of Funds in the Collection Accounts, the REO Accounts and Loss of Value Reserve Fund. (a) Each Master
Servicer may direct any depository institution maintaining its Collection Account, the Companion Distribution Account (with respect
to the General Master Servicer), or any Servicing Account (for purposes of this Section 3.06, an “Investment
Account”), each Special Servicer may direct any depository institution maintaining its REO Account or Loss of Value Reserve
Fund (also for purposes of this Section 3.06, an “Investment Account”) to invest or if it is such
depository institution, may itself invest, the funds held therein, only in one or more Permitted Investments bearing interest or
sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the next
succeeding date on which funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than
the depository institution maintaining such account is the obligor thereon and (ii) no later than the date on which funds
are required to be withdrawn from such account pursuant to this Agreement, if the depository


 






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institution maintaining such account
is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any funds held in an
Investment Account shall be held in the name of the applicable Master Servicer or the applicable Special Servicer, as the case
may be, on behalf of the Trustee (in its capacity as such) for the benefit of the Certificateholders. Each Master Servicer (in
the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for such Master
Servicer), each Special Servicer (in the case of the REO Account, the Loss of Value Reserve Fund or any Servicing Account maintained
by or for such Special Servicer) on behalf of the Trustee, shall maintain continuous physical possession of any Permitted Investment
of amounts in such Collection Account, such Companion Distribution Account, such Servicing Accounts, such Loss of Value Reserve
Fund or such REO Account, as applicable, that is either (i) a “certificated security,” as such term is defined
in the UCC (such that the Trustee shall have control pursuant to Section 8-106 of the UCC) or (ii) other property in
which a secured party may perfect its security interest by physical possession under the UCC or any other applicable law. In the
case of any Permitted Investment held in the form of a “security entitlement” (within the meaning of Section 8-102(a)(17)
of the UCC), each Master Servicer or each Special Servicer, as the case may be, shall take or cause to be taken such action as
the Trustee deems reasonably necessary to cause the Trustee to have control over such security entitlement. In the event amounts
on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the applicable Master
Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for
such Master Servicer) or the applicable Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing
Account maintained by or for such Special Servicer) shall:


 


(i)             consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the
amount required to be withdrawn on such date; and


 


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


 


(b)          
Interest and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account
or any Servicing Account maintained by or for the applicable Master Servicer to the extent of the Net Investment Earnings, if any,
with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance
Date related to the current Distribution Date, shall be for the sole and exclusive benefit of the applicable Master Servicer to
the extent (with respect to Servicing Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal,
or withdrawal at its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may be.
Interest and investment income realized on funds deposited in the REO Account, the Loss of Value Reserve Fund or any Servicing
Account maintained by or for the applicable Special Servicer, to the extent of the Net Investment Earnings, if any, with respect
to such account for each period from and including any Distribution Date to and including the


 






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


 


(c)           
Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any
Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the applicable Master
Servicer may and, upon the request of Holders of Certificates entitled to more than 50% of the Voting Rights allocated to any Class
shall, take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution
of appropriate proceedings.


 


Section 3.07     
Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a) Each Master Servicer (with
respect to the applicable Serviced Mortgage Loans and any related Serviced Companion Loan) shall use its efforts consistent with
the Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced Mortgage Loan), and each Special
Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Properties) shall maintain, to the extent required
by the terms of the related Mortgage Loan documents, all insurance coverage as is required under the related Mortgage Loan documents
except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default (and except as provided
in the next sentence with respect to the applicable Master Servicer or the applicable Special Servicer, as the case may be). If
the Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination with respect to any required
Servicing Advance, each Master Servicer (with respect to the Serviced Mortgage Loans and any related Serviced Companion Loan) or
each Special Servicer (with respect to REO Properties other than a Non-Serviced Mortgaged Property)


 






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shall maintain all insurance
coverage as is required under the related Mortgage, but only in the event the Trustee has an insurable interest therein and such
insurance is available to such Master Servicer or such Special Servicer, as applicable, and, if available, can be obtained at commercially
reasonable rates. Any determination that such insurance coverage is not available or not available at commercially reasonable rates
shall be made with the consent of the Directing Certificateholder (prior to the occurrence and continuance of any Control Termination
Event and other than with respect to any Excluded Loan as to the Directing Certificateholder) (or, with respect to any Serviced
AB Whole Loan, if the Directing Certificateholder’s consent is required and prior to the occurrence and continuance of a
related AB Control Appraisal Period, with the consent of the holder of the related AB Subordinate Companion Loan) and, after consultation
by the applicable Special Servicer with the Risk Retention Consultation Party pursuant to Section 6.08(a) (in the case
of the Directing Certificateholder and Risk Retention Consultation Party, other than with respect to any Excluded Loan as
to such party). Such determination shall be made by each Master Servicer (with respect to the Serviced Mortgage Loans and any related
Serviced Companion Loan) or each Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Property)
except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default as determined by such
Master Servicer (with respect to a Non-Specially Serviced Loan) or such Special Servicer (with respect to a Specially Serviced
Loan); provided, however, that if any Mortgage permits the holder thereof to dictate to the Mortgagor the insurance
coverage to be maintained on such Mortgaged Property, such Master Servicer or, with respect to REO Property, such Special Servicer,
as applicable, shall impose or maintain, as applicable, such insurance requirements as are consistent with the Servicing Standard
taking into account the insurance in place at the closing of the Mortgage Loan, provided that, with respect to the immediately
preceding proviso, a Master Servicer shall be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor
to maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar acts unless the Mortgagor’s
failure is an Acceptable Insurance Default (as determined by the applicable Master Servicer (with respect to a Non-Specially Serviced
Loan) or the applicable Special Servicer (with respect to a Specially Serviced Loan) with the consent of the Directing Certificateholder
(unless a Control Termination Event has occurred and is continuing) or, with respect to any Serviced AB Whole Loan, the Subordinate
Companion Holder (prior to the occurrence and continuance of an AB Control Appraisal Period) and after consultation by the applicable
Special Servicer with the Risk Retention Consultation Party pursuant to Section 6.08(a) (in each case, other than with
respect to any Excluded Loan as to such party)) and only in the event the Trustee has an insurable interest therein and such insurance
is available to the applicable Master Servicer or the applicable Special Servicer, as the case may be, and, if available, can be
obtained at commercially reasonable rates. Each Master Servicer and each Special Servicer shall be entitled to rely on insurance
consultants (at the applicable servicer’s expense) in determining whether any insurance is available at commercially reasonable
rates. Subject to Section 3.15(a) and the costs of such insurance being reimbursed or paid to the applicable Special
Servicer as provided in the third-to-last sentence of this paragraph, such Special Servicer shall maintain for each REO Property
(other than any Non-Serviced Mortgaged Property) no less insurance coverage than was previously required of the Mortgagor under
the related Mortgage Loan documents unless such Special Servicer determines with the consent of the Directing Certificateholder
(prior to the occurrence and continuance of a Control Termination Event) and after consultation by the applicable Special Servicer
with the Risk Retention


 






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Consultation Party pursuant to Section 6.08(a) (in each case other than with respect to a Mortgage
Loan that is an Excluded Loan as to such party) that such insurance is not available at commercially reasonable rates or that the
Trustee does not have an insurable interest, in which case the applicable Master Servicer shall be entitled to conclusively rely
on such Special Servicer’s determination. All Insurance Policies maintained by a Master Servicer or a Special Servicer shall
(i) contain a “standard” mortgagee clause, with loss payable to the applicable Master Servicer on behalf of the
Trustee (in the case of insurance maintained in respect of Mortgage Loans (other than any Non-Serviced Mortgage Loan), including
any related Serviced Companion Loan, other than REO Properties) or to the applicable Special Servicer on behalf of the Trustee
(in the case of insurance maintained in respect of REO Properties), (ii) be in the name of the Trustee (in the case of insurance
maintained in respect of REO Properties), (iii) include coverage in an amount not less than the lesser of (x) the full
replacement cost of the improvements securing Mortgaged Property or the REO Property, as applicable, and (y) the outstanding
principal balance owing on the related Mortgage Loan (including any related Serviced Companion Loan) or REO Loan, as applicable,
and in any event, the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement cost
endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage Loan documents),
(v) be noncancelable without thirty (30) days prior written notice to the insured party (except in the case of nonpayment,
in which case such policy shall not be cancelled without ten (10) days prior notice) and (vi) subject to the first proviso
in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable law to
issue such Insurance Policies. Any amounts collected by a Master Servicer or a Special Servicer under any such Insurance Policies
(other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts to
be released to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related
Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a).
Any costs incurred by a Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any
related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor
defaults on its obligation to do so, shall be advanced by such Master Servicer as a Servicing Advance (so long as such Advance
would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid
out of the applicable Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of
calculating monthly distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan
and Serviced Companion Loan (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan so permit.
Any cost incurred by a Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be an expense
of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein
is insufficient therefor, advanced by the applicable Master Servicer as a Servicing Advance (so long as such Advance would not
be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the
applicable Collection Account). The foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan
as if it were a single “Mortgage Loan”. Notwithstanding any provision to the contrary, no Master Servicer shall be
required to maintain, and will not be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged
Property unless


 






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such insurance was required at the time of origination of the related Serviced Mortgage Loan and is currently available
at commercially reasonable rates.


 


Notwithstanding the foregoing,
with respect to the Serviced Mortgage Loans and any related Serviced Companion Loan that either (x) require the Mortgagor
to maintain “all risk” property insurance (and do not expressly permit an exclusion for terrorism) or (y) contain
provisions generally requiring the applicable Mortgagor to maintain insurance in types and against such risks as the holder of
such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to time in order to protect its
interests, each Master Servicer shall, consistent with the Servicing Standard, (A) monitor in accordance with the Servicing
Standard whether the insurance policies for the related Mortgaged Property contain Additional Exclusions; provided that
each Master Servicer shall be entitled to conclusively rely upon certificates of insurance in determining whether such policies
contain Additional Exclusions, (B) request the Mortgagor to either purchase insurance against the risks specified in the Additional
Exclusions or provide an explanation as to its reasons for failing to purchase such insurance and (C) if the related Mortgage
Loan is a Specially Serviced Loan, notify the applicable Special Servicer if it has knowledge that any insurance policy contains
Additional Exclusions or if it has knowledge (such knowledge to be based upon such Master Servicer’s compliance with the
immediately preceding clauses (A) and (B) above) that any Mortgagor under a Specially Serviced Loan fails to
purchase the insurance requested to be purchased by the Master Servicer pursuant to clause (B) above. In addition,
upon the written request of the Risk Retention Consultation Party with respect to any individual triggering event, the applicable
Special Servicer shall consult on a non-binding basis pursuant to Section 6.08(a) with the Risk Retention Consultation Party
(provided, that the related Mortgage Loan is not an Excluded Loan as to such party and, prior to the occurrence and continuance
of a Consultation Termination Event, the related Mortgage Loan must also be a Specially Serviced Loan) within the same time period
as it would obtain consent of, or consult with, the Directing Certificateholder in connection with any such determination by the
applicable Special Servicer of an Acceptable Insurance Default. If the applicable Special Servicer determines in accordance with
the Servicing Standard that such failure is not an Acceptable Insurance Default, such Special Servicer (with regard to such determination
made by the Special Servicer) shall notify the applicable Master Servicer, and the applicable Master Servicer shall use efforts
consistent with the Servicing Standard to cause such insurance to be maintained. Each Master Servicer and each Special Servicer
(at the expense of the Trust) shall be entitled to rely on insurance consultants in making such determinations. Each Master Servicer
shall be entitled to rely on insurance consultants (at the expense of such Master Servicer) in determining whether Additional Exclusions
exist. Furthermore, each Master Servicer or each Special Servicer, as applicable, shall promptly deliver such conclusions in writing
to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i) have
one of the ten (10) highest outstanding Stated Principal Balances of all of the Mortgage Loans then included in the Trust or (ii) comprise
more than 5% of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust. During the period that
a Master Servicer or a Special Servicer is evaluating the availability of such insurance or waiting for a response from the Directing
Certificateholder or any Companion Holder or, with respect to any Serviced AB Whole Loan, the related Subordinate Companion Holder,
and/or with respect (solely with respect to Specially Serviced Loans) upon the request of the Risk Retention Consultation Party,
consulting (on a non-binding basis) with the Risk Retention Consultation Party pursuant to


 






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Section 6.08(a), neither
such Master Servicer nor such Special Servicer will be liable for any loss related to its failure to require the Mortgagor to maintain
(or its failure to maintain) such insurance and will not be in default of its obligations as a result of such failure and such
Master Servicer will not itself maintain such insurance or cause such insurance to be maintained.


 


(b)          
 (i) If either Master Servicer or either Special Servicer shall obtain and maintain a blanket Insurance Policy with
a Qualified Insurer insuring against fire and hazard losses on all of the Mortgage Loans (including any related Serviced Companion
Loan, but excluding any Non-Serviced Mortgage Loan) or REO Properties (other than with respect to a Non-Serviced Mortgaged Property),
as the case may be, required to be serviced and administered hereunder, then, to the extent such Insurance Policy provides protection
equivalent to the individual policies otherwise required, such Master Servicer or such Special Servicer shall conclusively be deemed
to have satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO
Properties. Such Insurance Policy may contain a deductible clause, in which case the applicable Master Servicer or the applicable
Special Servicer shall, if there shall not have been maintained on the related Mortgaged Property or REO Property a fire and hazard
Insurance Policy complying with the requirements of Section 3.07(a), and there shall have been one or more losses which
would have been covered by such Insurance Policy, promptly deposit into its Collection Account from its own funds the amount of
such loss or losses that would have been covered under the individual policy but are not covered under the blanket Insurance Policy
because of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan (including any related Serviced Companion Loan), or in the absence of such deductible limitation, the deductible
limitation which is consistent with the Servicing Standard. In connection with its activities as administrator and Master Servicer
of the Mortgage Loans or any Serviced Companion Loans, the applicable Master Servicer agrees to prepare and present, on behalf
of itself, the Trustee and Certificateholders, claims under any such blanket Insurance Policy in a timely fashion in accordance
with the terms of such policy. Each Special Servicer, to the extent consistent with the Servicing Standard, may maintain, earthquake
insurance on REO Properties (other than with respect to a Non-Serviced Mortgaged Property), provided coverage is available
at commercially reasonable rates, the cost of which shall be a Servicing Advance.


 


(ii)           
If either Master Servicer or either Special Servicer shall cause any Mortgaged Property or REO Property to be covered by
a master single interest or force-placed insurance policy with a Qualified Insurer naming such Master Servicer or such Special
Servicer on behalf of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to
the individual policies otherwise required, such Master Servicer or such Special Servicer shall conclusively be deemed to have
satisfied its obligation to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the
event either Master Servicer or either Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such
master single interest or force-placed insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property
or REO Property (i.e., other than any minimum or standby premium payable for such policy whether or not any Mortgaged Property
or REO Property is covered thereby) shall be paid by such Master Servicer as a Servicing Advance. Such master single interest or
force-placed policy may contain a deductible clause, in which case such Master Servicer or such Special Servicer shall, in


 






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the
event that there shall not have been maintained on the related Mortgaged Property or REO Property a policy otherwise complying
with the provisions of Section 3.07(a), and there shall have been one or more losses which would have been covered
by such policy had it been maintained, deposit into the applicable Collection Account from its own funds the amount not otherwise
payable under the master single or force-placed interest policy because of such deductible clause, to the extent that any such
deductible exceeds the deductible limitation that pertained to the related Mortgage Loan, including any related Serviced Companion
Loan, or, in the absence of any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.


 


(c)           
Each Master Servicer and each Special Servicer shall obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and omissions insurance policy with a Qualified Insurer
covering losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds or errors
or omissions. Such amount of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage
of the applicable Master Servicer or the applicable Special Servicer under a policy or bond obtained by an Affiliate of such Master
Servicer or such Special Servicer and providing the coverage required by this Section 3.07(c) shall satisfy the requirements
of this Section 3.07(c). Each Special Servicer and each Master Servicer will promptly report in writing to the Trustee
any material changes that may occur in their respective fidelity bonds, if any, and/or their respective errors and omissions insurance
policies, as the case may be, and will furnish to the Trustee copies of all binders and policies or certificates evidencing that
such bonds, if any, and insurance policies are in full force and effect.


 


(d)          
At the time the applicable Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property
(other than a Non-Serviced Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance
has been made available), such Master Servicer will use efforts consistent with the Servicing Standard to cause the related Mortgagor
(in accordance with applicable law and the terms of the Mortgage Loan and related Serviced Companion Loan documents) to maintain,
and, if the related Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent such insurance
is available at commercially reasonable rates (as determined by such Master Servicer in accordance with the Servicing Standard
and to the extent the Trustee, as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but only to
the extent the related Serviced Mortgage Loan or related Serviced Companion Loan permits the mortgagee to require such coverage
and the maintenance of such coverage is consistent with the Servicing Standard. Such flood insurance shall be in an amount equal
to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and any related Serviced Companion Loan, if
applicable), and (ii) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as
amended, plus such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with
the Servicing Standard. If the cost of any insurance described above is not borne by the Mortgagor, such Master Servicer shall
promptly make a Servicing Advance for such costs.


 


(e)           
During all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located
in a federally designated special flood hazard area, the applicable Special Servicer will cause to be maintained, to the extent
available at


 






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commercially reasonable rates (as determined by such Special Servicer (with the consent of the Directing Certificateholder
(prior to the occurrence and continuance of a Control Termination Event) and in consultation with the Risk Retention Consultation
Party pursuant to Section 6.08(a) (in either such case, other than with respect to any Mortgage Loan that is an Excluded
Loan as to such party and any Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period))
in accordance with the Servicing Standard), a flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration in an amount representing coverage not less than the maximum amount of insurance which is available
under the National Flood Insurance Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged
Property, if any, in an amount consistent with the Servicing Standard. The cost of any such flood insurance with respect to an
REO Property shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or,
if the amount on deposit therein is insufficient therefor, paid by the applicable Master Servicer as a Servicing Advance.


 


(f)           
Notwithstanding the foregoing, so long as the long-term debt obligations or the deposit account or claims-paying ability
of the applicable Master Servicer (or its immediate or remote parent) or the applicable Special Servicer (or its immediate or remote
parent), as applicable, is rated at least “A-” by S&P or “A-” by Fitch, such Master Servicer (or its
public parent) or such Special Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance with
respect to any of its obligations under this Section 3.07.


 


(g)          
Each of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in
full force and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified
Insurer covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


(h)          
Notwithstanding that the Blue Point Mortgage Loan (identified as Mortgage Loan No. 19 on the Mortgage Loan Schedule)
gives the lender the right to require the Mortgagor to procure and maintain, at Mortgagor’s expense, either (x) “primary”
insurance coverage in the event that the “Primary Tenant” (as defined in the related mortgage loan agreement) does
not provide the applicable insurance coverage required under the related mortgage loan agreement or (y) “excess and contingent”
insurance coverage in the event that the Primary Tenant does not have sufficient insurance coverage required under the related
mortgage loan agreement, the applicable Master Servicer and the applicable Special Servicer shall procure and maintain insurance
coverage described in clauses (x) or (y) as may be necessary to bring the insurance coverage for the related Mortgaged Property
to at least the types and amount of coverage provided by the Primary Tenant as of the closing of the Blue Point Mortgage Loan.


 


Section 3.08     
Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a) As to each Serviced Mortgage Loan and any related
Serviced Companion Loan that contains a provision in the nature of a “due-on-sale” clause, which by its terms:


 


(i)           
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due
and payable upon the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 






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(ii)           
provides that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee
in connection with any such sale or other transfer;


 


then, for so long as
such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the applicable Master Servicer (with
respect to any Non-Specially Serviced Loan as to which such matter does not involve a Major Decision) or the applicable Special
Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter involves a Major
Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such
Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to any
sale or transfer, consistent with the Servicing Standard or (b) waive any right to exercise such rights, provided that
if such matter is a Major Decision, (i) the applicable Special Servicer (A) prior to the occurrence and continuance of a Control
Termination Event and other than with respect to an Excluded Loan with respect to the Directing Certificateholder and other than
with respect to any transfers or assumptions provided for in clause (xiv) or (xvi) of the definition of Master Servicer
Decision, has obtained the `consent (or deemed consent) of the Directing Certificateholder to the extent required by, and pursuant
to the process described under, Section 6.08(a), (B) after the occurrence and during the continuance of a Control
Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event and other than with respect
to an Excluded Loan as to the Directing Certificateholder or the holder of the majority of the Controlling Class, the applicable
Special Servicer shall have consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a),
(C) if such Mortgage Loan is not an Excluded Loan with respect to the Risk Retention Consultation Party and (x) such Mortgage Loan
is a Specially Serviced Loan or (y) a Consultation Termination Event shall have occurred and be continuing, the applicable Special
Servicer shall have consulted with the Risk Retention Consultation Party if and to the extent required pursuant to Section 6.08(a)
and (D) with respect to a Serviced AB Whole Loan prior to the occurrence and continuance of an AB Control Appraisal Period,
the prior consent of the related Subordinate Companion Holder shall have been obtained, to the extent required by the terms of
the related Intercreditor Agreement, and pursuant to the process described in this Agreement (provided that in the case
of clause (A), clause (B) and clause (C) such consent shall be deemed given or such consultation
shall be deemed to have occurred, as applicable, if a response to the request for consent or consultation, as the case may be,
is not provided within ten (10) Business Days after receipt of the applicable Special Servicer’s written recommendation
and analysis and all information reasonably requested by the Directing Certificateholder or the Risk Retention Consultation Party,
as applicable, and reasonably available to such Special Servicer in order to grant or withhold such consent or conduct such consultation),
and (ii) with respect to any Mortgage Loan (x) with a Stated Principal Balance greater than or equal to $35,000,000,
(y) with a Stated Principal Balance greater than or equal to 5% of the aggregated Stated Principal Balance of the Mortgage
Loans then outstanding or (z) together with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted
or together with all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of the ten (10) largest
Mortgage Loans outstanding (by Stated Principal Balance), the applicable Master Servicer or the applicable Special Servicer, as
the case may be, prior to consenting to any action, shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its


 






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then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25), provided, however, that with respect to sub-clauses (y) and (z)
of this sub-clause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for
such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any Excluded
Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class (regardless of whether
a Control Termination Event has occurred and is continuing), the applicable Special Servicer shall consult with the Operating Advisor,
on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative
actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08
for consulting with the Operating Advisor.


 


With respect to any “due-on-sale”
matter described above that is a Major Decision related to any Mortgage Loan that is not an Excluded Loan with respect to the Risk
Retention Consultation Party or the holder of the majority of the RR Interest upon request of the Risk Retention Consultation Party,
the applicable Special Servicer shall consult on a non-binding basis with the Risk Retention Consultation Party (provided, that
prior to the occurrence and continuance of a Consultation Termination Event, such Mortgage Loan must also be a Specially Serviced
Loan) (other than with respect to any transfer or assumptions provided for in clause (xiv) or (xvi) of the definition
of “Master Servicer Decision” or any waiver of a “due-on-encumbrance” clause which waiver constitutes a
Master Servicer Decision pursuant to clause (xiv), (xv) or (xvi) of the definition thereof), within the same
time period as it would obtain the consent of, or consult with, the Directing Certificateholder with respect to such Major Decision.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(a), the applicable Master Servicer or Special Servicer, as the
case may be, shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package
to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider)
in accordance with Section 3.25 of this Agreement.


 


If any Serviced Mortgage
Loan or related Serviced Companion Loan provides that such Mortgage Loan or related Serviced Companion Loan may be assumed or transferred
without the consent of the mortgagee, provided that certain conditions contained in the related Mortgage Loan documents
are satisfied where no mortgagee discretion is necessary in order to determine if such conditions are satisfied, then for so long
as such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the applicable Master Servicer
(with respect to all Non-Specially Serviced Loans) and the applicable Special Servicer (with respect to all Specially Serviced
Loans), on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard whether
such conditions have been satisfied.


 


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


 






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


 


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


 


then, for so long as
such Mortgage Loan or related Serviced Companion Loan is being serviced under this Agreement, the applicable Master Servicer (with
respect to any Non-Specially Serviced Loan as to which such matter does not involve a Major Decision) or the applicable Special
Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter involves a Major
Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such
Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to the
creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise
such rights, provided that, if such matter is a Major Decision, (i) (A) if such Mortgage Loan is not an Excluded Loan
with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, no Control Termination
Event shall have occurred and be continuing and the matter involves a Major Decision, the prior written consent (or deemed consent)
of the Directing Certificateholder shall have been obtained by the applicable Special Servicer to the extent required by, and pursuant
to the process described under, Section 6.08(a), (B) if such Mortgage Loan is not an Excluded Loan with respect
to the Directing Certificateholder, a Control Termination Event shall have occurred and be continuing, and no Consultation Termination
Event shall have occurred and be continuing, the applicable Special Servicer shall have consulted with the Directing Certificateholder
if and to the extent required pursuant to Section 6.08(a), (C) if such Mortgage Loan is not an Excluded Loan with respect
to the Risk Retention Consultation Party and (x) such Mortgage Loan is a Specially Serviced Loan or (y) a Consultation Termination
Event shall have occurred and be continuing, the applicable Special Servicer shall have consulted with the Risk Retention Consultation
Party if and to the extent required pursuant to Section 6.08(a) and (D) with respect to any Serviced AB Whole
Loan, prior to the occurrence and continuance of an AB Control Appraisal Period, the prior consent of the related Subordinate Companion
Holder shall have been obtained by the Special Servicer, to the extent required by the terms of the related Intercreditor Agreement
(provided that in the case of clause (A), clause (B) and clause (C) such consent shall be
deemed given or such consultation shall be deemed to have occurred, as applicable, if a response to the request for consent or
consultation, as the case may be, is not provided within ten (10) Business Days after receipt of the applicable Special
Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder
or the Risk Retention Consultation Party, as applicable, and reasonably available to such Special Servicer in order to grant or
withhold such consent or conduct such consultation), and (ii) the applicable Master Servicer or the applicable Special Servicer,
as the case may be, has obtained Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating
agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class
of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency


 






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Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
if such Mortgage Loan (A) has an outstanding principal balance that is greater than or equal to 2% of the Stated Principal
Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and proposed debt)
or (C) has a debt service coverage ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated
Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the principal amount of the proposed additional
lien) or (D) is one of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance
greater than $35,000,000; provided, however, that with respect to sub-clauses (A), (B), (C)
and (D) of this sub-clause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000
for such Rating Agency Confirmation requirement to apply. Notwithstanding anything herein to the contrary, with respect to any
Excluded Loan with respect to the Directing Certificateholder (regardless of whether a Control Termination Event has occurred and
is continuing), the applicable Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection
with the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating
Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating
Advisor.


 


With respect to any “due-on-encumbrance”
matter described above that is a Major Decision related to any Mortgage Loan that is not an Excluded Loan with respect to the Risk
Retention Consultation Party or the holder of the majority of the RR Interest upon request of the Risk Retention Consultation Party,
the applicable Special Servicer shall consult on a non-binding basis with the Risk Retention Consultation Party (provided, that
prior to the occurrence and continuance of a Consultation Termination Event, such Mortgage Loan must also be a Specially Serviced
Loan) (other than with respect to any transfer or assumptions provided for in clause (xiv) or (xvi) of the definition
of “Master Servicer Decision” or any waiver of a “due-on-encumbrance” clause which waiver constitutes a
Master Servicer Decision pursuant to clause (xiv), (xv) or (xvi) of the definition thereof), within the same
time period as it would obtain the consent of, or consult with, the Directing Certificateholder with respect to such Major Decision.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(b), the applicable Special Servicer shall (if not already provided
in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information Provider (or,
with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25
of this Agreement.


 


To the extent permitted
by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding paragraph or in Section 3.08(a)
shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who bears the
costs of obtaining any such Rating Agency Confirmation, the applicable Special Servicer shall use reasonable efforts to make the
related Mortgagor bear such costs and expenses. Unless determined to be a Nonrecoverable Advance such costs not collected from
the related Mortgagor shall be advanced as a Servicing Advance.


 


If any Mortgage Loan
or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without the consent
of the


 






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mortgagee provided that certain conditions contained in the related Mortgage Loan documents are satisfied where no
mortgagee discretion is necessary in order to determine if such conditions are satisfied, then for so long as such Mortgage Loan
or related Companion Loan is being serviced under this Agreement, the applicable Master Servicer (with respect to all Non-Specially
Serviced Loans) and the applicable Special Servicer (with respect to all Specially Serviced Loans), on behalf of the Trustee as
the mortgagee of record, shall determine whether such conditions have been satisfied.


 


After receiving a request
for any matter described in Section 3.08(a) or this Section 3.08(b) that constitutes a consent or waiver
with respect to a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan that is
a Non-Specially Serviced Loan as to which such matter involves a Major Decision, the applicable Master Servicer shall promptly
provide the applicable Special Servicer with written notice of any such request for such matter, and, unless such Master Servicer
and such Special Servicer mutually agree that the applicable Master Servicer shall process such request, such Special Servicer
shall process such request (including, without limitation, interfacing with the Mortgagor) and such Master Servicer shall have
no further obligation with respect to such request or due-on-sale or due-on-encumbrance except as provided in the next sentence.
The applicable Master Servicer shall continue to cooperate with the applicable Special Servicer by delivering any additional information
in such Master Servicer’s possession to the applicable Special Servicer requested by such Special Servicer relating to such
consent or waiver with respect to a “due-on-sale” or “due-on-encumbrance” clause. If the applicable Master
Servicer and the applicable Special Servicer mutually agree that the applicable Master Servicer shall process such request, such
Master Servicer will be required to provide the applicable Special Servicer with the applicable Master Servicer’s written
recommendation and analysis, to the extent the applicable Master Servicer is recommending approval, and all information in such
Master Servicer’s possession that may be reasonably requested in order to grant or withhold such consent by the applicable
Special Servicer or the Directing Certificateholder or other person with consent or consultation rights; provided that in the event
that the applicable Special Servicer does not respond within ten (10) Business Days after receipt of such written recommendation
and analysis and all such reasonably requested information, plus the time period provided to the Directing Certificateholder or
other relevant party under this Agreement and, if applicable, any additional time period provided to a Companion Holder under a
related Intercreditor Agreement, the applicable Special Servicer’s consent to such matter shall be deemed granted.


 


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


 


(d)          
Except as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the
Master Servicers nor the Special Servicers shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced
Companion Loan, as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08.
The applicable Master Servicer and the applicable Special Servicer, as the case may be, shall provide copies of any final waivers
(except with respect to provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information)
it effects pursuant to


 






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Section 3.08(a) or (b) to each other and to the 17g-5 Information Provider with respect
to each Mortgage Loan, and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this
Agreement, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25)
and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed
pursuant to Section 3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


(e)           
[RESERVED].


 


(f)           
For the avoidance of doubt, no Master Servicer or Special Servicer may waive its rights or grant its consent under any “due-on-sale”
or “due-on-encumbrance” clause other than in compliance with the provisions of Section 3.08(a) through
(d) hereof or, with respect to an NCB Co-op Mortgage Loan, in compliance with the provisions of the following paragraph. In
the case of a Special Servicer, no such waiver or consent that constitutes a Major Decision shall be made without (x) (i) prior
to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan, with
respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing Certificateholder having been obtained
if and to the extent required by, and pursuant to the process described under Section 6.08(a) or (y) (i) after
the occurrence and during the continuance of a Control Termination Event and (ii) other than with respect to any Excluded
Loan with respect to the Directing Certificateholder, but prior to the occurrence and continuance of a Consultation Termination
Event, after having consulted with the Directing Certificateholder if and to the extent required pursuant to Section 6.08(a).


 


(g)          
Notwithstanding the foregoing, and regardless of whether a particular NCB Co-op Mortgage Loan contains specific provisions
regarding the incurrence of subordinate debt, or prohibits the incurrence of subordinate debt, or requires the consent of the mortgagee
in order to incur subordinate debt, the NCB Master Servicer may, nevertheless, in accordance with the Servicing Standard, without
the need to obtain any consent or approval of, or to consult with, the Directing Certificateholder hereunder (and without the need
to obtain a Rating Agency Confirmation), permit the related Mortgagor to incur subordinate debt if the NCB Subordinate Debt Conditions
have been met; provided that, subject to the related Mortgage Loan documents and applicable law, the NCB Master Servicer
shall not waive any right it has, or grant any consent it is otherwise entitled to withhold, in accordance with any related “due-on-encumbrance”
clause under any Mortgage Loan, pursuant to this paragraph, unless in any such case, all associated costs and expenses are covered
without any expense to the Trust.


 


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


 






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Section 3.09     
Realization Upon Defaulted Loans and Companion Loans. (a) Upon an event of default under the Mortgage Loan documents
related to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt, the applicable Master Servicer shall promptly provide
written notice to the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the applicable
Special Servicer. The applicable Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09
and Section 3.24, subject to the Directing Certificateholder’s and the Risk Retention Consultation Party’s
respective rights pursuant to Section 6.08, and any Companion Holder or mezzanine lender’s rights under the related
Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf of the holders of the beneficial interest of the related
Companion Loan) or this Agreement, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose upon or otherwise
comparably convert (which may include an REO Acquisition) the ownership of property securing any such Serviced Mortgage Loan and
related Companion Loan, if any, as come into and continue in default as to which no satisfactory arrangements (including by way
of a discounted pay-off) can be made for collection of delinquent payments, and which are not released from the Trust Fund pursuant
to any other provision hereof. The foregoing is subject to the provision that, in any case in which a Mortgaged Property shall
have suffered damage from an Uninsured Cause, the applicable Master Servicer or the applicable Special Servicer shall not be required
to make a Servicing Advance and expend funds toward the restoration of such property unless such Special Servicer has determined
in its reasonable discretion that such restoration will increase the net proceeds of liquidation of such Mortgaged Property to
Certificateholders after reimbursement to such Master Servicer or such Special Servicer, as applicable, for such Servicing Advance,
and such Master Servicer or such Special Servicer has not determined that such Servicing Advance together with accrued and unpaid
interest thereon would constitute a Nonrecoverable Advance. The costs and expenses incurred by the applicable Special Servicer
in any such proceedings shall be advanced by the applicable Master Servicer; provided that, in each case, such cost or expense
would not, if incurred, constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09 shall
be construed so as to require a Master Servicer or a Special Servicer, on behalf of the Trust, to make an offer on any Mortgaged
Property at a foreclosure sale or similar proceeding that is in excess of the fair market value of such property, as determined
by the applicable Master Servicer or the applicable Special Servicer in its reasonable judgment taking into account the factors
described in Section 3.16(b) and the results of any Appraisal obtained pursuant to the following sentence, all such
offers to be made in a manner consistent with the Servicing Standard. If and when the applicable Special Servicer or the applicable
Master Servicer deems it necessary and prudent for purposes of establishing the fair market value of any Mortgaged Property securing
a Defaulted Loan or any related defaulted Companion Loan, whether for purposes of making an offer at foreclosure or otherwise,
the applicable Special Servicer or the applicable Master Servicer, as the case may be, is authorized to have an Appraisal performed
with respect to such property by an Independent MAI-designated appraiser the cost of which shall be paid by such Master Servicer
as a Servicing Advance.


 


(b)          
No Special Servicer shall acquire any personal property pursuant to this Section 3.09 unless either:


 


(i)           
such personal property is incident to real property (within the meaning of Section 856(e)(1) of the Code) so acquired
by such Special Servicer; or


 






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(ii)           such
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the applicable Master Servicer
as a Servicing Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to
the related Companion Loan) will not cause an Adverse REMIC Event.


 


(c)           
Notwithstanding the foregoing provisions of this Section 3.09 and Section 3.24, neither the applicable
Master Servicer nor the applicable Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu
of foreclosure or otherwise, or take any other action with respect to any Mortgaged Property, if, as a result of any such action,
the Trustee, on behalf of the Certificateholders and/or any related Companion Holder, would be considered to hold title to, to
be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property
within the meaning of CERCLA or any comparable law, unless (as evidenced by an Officer’s Certificate to such effect delivered
to the Trustee) the applicable Special Servicer has previously determined in accordance with the Servicing Standard, based on an
Environmental Assessment of such Mortgaged Property performed by an Independent Person who regularly conducts Environmental Assessments
and performed within six (6) months prior to any such acquisition of title or other action, that:


 


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


 


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


 


The cost of any such
Environmental Assessment shall be paid by the applicable Master Servicer as a Servicing Advance and the cost of any remedial, corrective
or other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be
paid by the applicable Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it
shall be an expense of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor
Agreement by the applicable Master Servicer from its Collection Account, including from the Companion Distribution Account (such
withdrawal to be made from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan));
and if any such Environmental Assessment so warrants, the applicable Special Servicer shall, except with respect to any Companion
Loan and any Environmental Assessment ordered after such Mortgage Loan has


 






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been paid in full, perform such additional environmental
testing at the expense of the Trust as it deems necessary and prudent to determine whether the conditions described in clauses (i)
and (ii) of the preceding sentence have been satisfied. With respect to Non-Specially Serviced Loans, the applicable Master
Servicer and, with respect to Specially Serviced Loans, the applicable Special Servicer (other than any Non-Serviced Mortgage Loan)
shall review and be familiar with the terms and conditions relating to enforcing claims and shall monitor the dates by which any
claim or action must be taken (including delivering any notices to the insurer and using reasonable efforts to perform any actions
required under such policy) under each environmental insurance policy in effect and obtained on behalf of the mortgagee to receive
the maximum proceeds available under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier
Regular Interests).


 


(d)          
If (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions
set forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not
been satisfied with respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any
related Companion Loan, and (ii) there has been no breach of any of the representations and warranties set forth in or required
to be made pursuant to Section 4 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller
could be required to repurchase such Defaulted Loan pursuant to Section 5 of the applicable Mortgage Loan Purchase Agreement,
then the applicable Special Servicer shall take such action as it deems to be in the best economic interest of the Trust (other
than proceeding to acquire title to the Mortgaged Property) and is hereby authorized, with the consent of the Directing Certificateholder
and after consultation with the Risk Retention Consultation Party pursuant to Section 6.08(a) (in each case, (A) prior
to the occurrence and continuance of a Control Termination Event (or with respect to any AB Mortgage Loan, after the occurrence
and during the continuation of an AB Control Appraisal Period, but prior to the occurrence and continuance of a Control Termination
Event) and (B) other than with respect to any Excluded Loan as to such party) at such time as it deems appropriate to release
such Mortgaged Property from the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding
principal balance of greater than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the
related Mortgage, (i) the applicable Special Servicer shall have notified the Rating Agencies, the Trustee, the Certificate
Administrator, the applicable Master Servicer, the Directing Certificateholder and the Risk Retention Consultation Party (in the
case of the Directing Certificateholder, prior to the occurrence and continuance of a Consultation Termination Event, and
in the case of the Directing Certificateholder or the Risk Retention Consultation Party other than with respect to any Excluded
Loan as to such party), in writing of its intention to so release such Mortgaged Property and the bases for such intention, (ii) the
Certificate Administrator shall have posted such notice of the applicable Special Servicer’s intention to so release such
Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 3.13(b) and (iii) in addition
to the prior written consent of the Directing Certificateholder as required above, the Holders of Certificates entitled to more
than 50% of the Voting Rights shall have consented or have been deemed to have consented to such release within thirty (30) days
of the Certificate Administrator’s posting such notice to the Certificate Administrator’s Website (failure to respond
by the end of such 30-day period being deemed consent of the Holders of the Certificates). To the extent any fee charged by any
Rating Agency in connection with rendering such written confirmation is not paid by the related Mortgagor, such fee is to be an
expense of


 






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the Trust; provided that the applicable Special Servicer shall use commercially reasonable efforts to collect
such fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


 


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


 


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


 


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


 


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


 


Section 3.10     
Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files. (a) Upon the payment in full
of any Serviced Mortgage Loan, or the receipt by the applicable Master Servicer or the applicable Special Servicer, as the case
may be, of a


 






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


 


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


 


(c)           
Within seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the applicable
Special Servicer notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the applicable
Special Servicer any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s
sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage
Note (including any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any
other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. The applicable Special
Servicer shall be responsible for the preparation of all such documents and pleadings. When submitted to the Trustee for signature,
such documents or pleadings shall be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents
be executed by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee


 






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will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of
such a lien upon completion of the foreclosure or trustee’s sale. The Trustee shall not be required to review such documents
for their sufficiency or enforceability.


 


(d)          
If, from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable Non-Serviced
PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer requests
delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian shall release or cause the release
of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section 3.11     
Servicing Compensation. (a) As compensation for its activities hereunder, the applicable Master Servicer shall
be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the
portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage
Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion
Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis
of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as
interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial
month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion
Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO
Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage
Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement
notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation
Event did not occur. The Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage
Loan, Companion Loan and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a).
Each Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO
Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the
case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a).


 


Except as set forth in
the following sentence, the fourth (4th) paragraph of this Section 3.11(a), Section 6.03, Section 6.05
and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except in connection
with a transfer of all of the applicable Master Servicer’s duties and obligations hereunder to a successor servicer in accordance
with the terms hereof). With respect to each Serviced Companion Loan, the Servicing Fee shall be payable to the applicable Master
Servicer from amounts payable in respect of such Serviced Companion Loan, subject to the terms of the related Intercreditor Agreement.


 


Each Master Servicer
shall be entitled to retain, and shall not be required to deposit in its Collection Account pursuant to Section 3.04(a),
additional servicing compensation


 






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(other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts
to the extent collected from the related Mortgagor relating to a Mortgage Loan and any related Serviced Companion Loan for which
it acts as Master Servicer:


 


(i)           
100% of Excess Modification Fees related to any modifications, waivers, extensions or amendments of any Non-Specially Serviced
Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that
are Master Servicer Decisions; provided, that if any such matter involves a Major Decision, then such Master Servicer shall be
entitled to 50% of such Excess Modification Fees,


 


(ii)           
100% of all assumption application fees and other similar items received on any Serviced Mortgage Loans that are Non-Specially
Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement)
to the extent such Master Servicer is processing the underlying transaction and 100% of all defeasance fees (provided that
for the avoidance of doubt, any such defeasance fee shall not include any Modification Fees in connection with a defeasance that
the applicable Special Servicer is entitled to under this Agreement); and


 


(iii)           
100% of assumption, waiver, consent and earnout fees, and other similar fees (other than assumption application fees and
defeasance fees) pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with
this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited
by the related Intercreditor Agreement) relating to Master Servicer Decisions; provided, that if any such matter involves a Major
Decision, then the Master Servicer shall be entitled to 50% of such assumption, waiver, consent and earnout fees and other similar
fees.


 


In addition, the applicable
Master Servicer shall be entitled to charge and retain as additional servicing compensation (other than with respect to any Non-Serviced
Mortgage Loan) any charges for beneficiary statements and demands to the extent such beneficiary statements or demands are prepared
by the applicable Master Servicer) and other customary charges, amounts collected for checks returned for insufficient funds (relating
to the accounts held by such applicable Master Servicer) and reasonable review fees in connection with any Mortgagor request to
the extent such review fees are not prohibited under the related Mortgage Loan documents, in each case only to the extent actually
paid by or on behalf of the related Mortgagor and shall not be required to deposit such amounts in its Collection Account or the
Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively. Subject to
Section 3.11(d), the applicable Master Servicer shall also be entitled to additional servicing compensation in the form
of: (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits
relating to the Trust Fund in its Collection Account or the Companion Distribution Account in accordance with Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including
the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date), (iii) interest
or other income earned on deposits in its Servicing Accounts which are not required by applicable law or the related Mortgage Loan
to be paid to the Mortgagor, and (iv) the difference, if positive, between Prepayment Interest Excesses and


 






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Prepayment Interest
Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu Companion Loan for which it acts as Master Servicer, during
the related Collection Period to the extent not required to be paid as Compensating Interest Payments. The applicable Master Servicer
shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder
(including, without limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket
Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not
payable directly out of its Collection Account and the applicable Master Servicer shall not be entitled to reimbursement therefor
except as expressly provided in this Agreement.


 


Notwithstanding anything
to the contrary, if either the applicable Master Servicer or the applicable Special Servicer has partially waived any Penalty Charge
(part of which accrued when the related Mortgage Loan was not a Specially Serviced Loan and part of which accrued when the related
Mortgage Loan was a Specially Serviced Loan), any collections in respect of such Penalty Charge shall be shared pro rata
by the applicable Master Servicer and the applicable Special Servicer based on the respective portions of such Penalty Charge to
which each would otherwise have been entitled.


 


Notwithstanding anything
herein to the contrary, each of Wells Fargo Bank, National Association and National Cooperative Bank, N.A. may, at its option,
assign or pledge to any third party or retain for itself the Transferable Servicing Interest with respect to any Mortgage Loan
and any Serviced Pari Passu Companion Loan (and any successor REO Loan) for which it acts as Master Servicer; provided,
however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable
Servicing Interest may be reduced by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for
the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires
market-rate servicing compensation that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment
of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction.
The applicable Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest
at such time and to the extent such Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding
any resignation or termination of Wells Fargo Bank, National Association, as General Master Servicer, or National Cooperative Bank,
N.A. as NCB Master Servicer, as applicable, hereunder (subject to reduction pursuant to the preceding sentence).


 


(b)          
As compensation for its activities hereunder, each Special Servicer shall be entitled to receive the Special Servicing Fee
with respect to each Specially Serviced Loan and REO Loan (other than a Non-Serviced Mortgage Loan and any REO Loan relating to
a Non-Serviced Mortgaged Property). As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from
time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially
Serviced Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans
or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which
any related interest payment due on such Specially Serviced Loan or deemed to be due on such REO Loan is computed. The Special
Servicing Fee with respect to any Specially Serviced Loan or REO Loan shall cease to accrue if


 






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a Liquidation Event occurs with
respect to the related Mortgage Loan. The Special Servicing Fee shall be payable monthly, on a loan-by-loan basis, in accordance
with the provisions of Section 3.05(a). The right to receive the Special Servicing Fee may not be transferred in whole
or in part except in connection with the transfer of all of the applicable Special Servicer’s responsibilities and obligations
under this Agreement. No Special Servicer shall be entitled to any Special Servicing Fees with respect to a Non-Serviced Mortgage
Loan.


 


(c)           
Each Special Servicer shall be entitled to additional servicing compensation in the form of:


 


(i)           
100% of Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans,


 


(ii)           100%
of assumption application fees and other similar items received with respect to Specially Serviced Loans and 100% of all assumption
application fees and other similar items received with respect to Mortgage Loans (other than Non-Serviced Mortgage Loans) and
Serviced Companion Loans that are Non-Specially Serviced Loans to the extent the applicable Special Servicer processes the underlying
transaction,


 


(iii)           100% of waiver, consent and earnout fees on any Specially Serviced Loan or certain other similar fees paid by the related
Mortgagor on Specially Serviced Loans,


 


(iv)          100% of assumption fees and other related fees received with respect to Specially Serviced Loans,


 


(v)           50% of all Excess Modification Fees and assumption, waiver, consent and earnout fees and other similar fees (other than
assumption application fees and defeasance fees) received with respect to any Serviced Mortgage Loans or Serviced Companion Loan(s)
that are Non-Specially Serviced Loans to the extent that the matter involves a Major Decision, and


 


(vi)           with respect to the accounts held by the applicable Special Servicer, 100% of charges by such Special Servicer collected
for checks returned for insufficient funds, and


 


(vii)         100% of charges for beneficiary statements and demand charges actually paid by the Mortgagors to the extent such beneficiary
statements or demand charges are prepared by the applicable Special Servicer,


 


and shall be promptly
paid to each Special Servicer by the applicable Master Servicer (or directly from the related Mortgagor) to the extent such fees
are paid by the Mortgagor and shall not be required to be deposited in the applicable Collection Account pursuant to Section 3.04(a).
Subject to Section 3.11(d), each Special Servicer shall also be entitled to additional servicing compensation in the form
of: (i) Penalty Charges to the extent provided in Section 3.11(d) and (ii) interest or other income earned on
deposits relating to the Trust Fund in the REO Account and Loss of Value Reserve Fund in accordance with Section 3.06(b)
(but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including
the prior Distribution Date to and including the P&I Advance Date related to such Distribution


 






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Date). In addition, each Special
Servicer shall be entitled to retain as additional servicing compensation (other than with respect to any Non-Serviced Mortgage
Loan) reasonable review fees in connection with any Mortgagor request to the extent such review fees are not prohibited under the
related Mortgage Loan documents, and only to the extent actually paid by or on behalf of the related Mortgagor. Each Special Servicer
shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each Corrected Loan at
the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan; provided, that after receipt by
the applicable Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $25,000, any Workout
Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount received by the applicable Special Servicer;
provided, further, that in the event the Workout Fee collected over the course of such workout calculated at the
Workout Fee Rate is less than $25,000, then the applicable Special Servicer shall be entitled to an amount from the final payment
on the related Corrected Loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable
to the applicable Special Servicer in respect of that Corrected Loan (including any related Serviced Companion Loan) being equal
to $25,000. The Workout Fee shall be reduced (but not below zero) with respect to each collection on such Corrected Loan from which
fee would otherwise be payable until an amount equal to the Excess Modification Fee Amount has been deducted in full. The Workout
Fee with respect to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced Loan; provided
that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected Loan. No Special
Servicer shall be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If a Special Servicer is terminated
(other than for cause) or resigns, it shall retain the right to receive any and all Workout Fees payable in respect of Mortgage
Loans or any related Companion Loan that became Corrected Loans prior to the time of that termination or resignation except the
Workout Fees will no longer be payable if the Corrected Loan subsequently becomes a Specially Serviced Loan. If a Special Servicer
resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced Loans for which
the resigning or terminated Special Servicer had determined to grant a forbearance or cured the event of default through a modification,
restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing, but which had not as of the time
the Special Servicer resigned or was terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time
to make three (3) consecutive timely Periodic Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor
making such three (3) consecutive timely Periodic Payments. The successor special servicer will not be entitled to any portion
of such Workout Fees. No Special Servicer will be entitled to receive any Workout Fees after termination of such Special Servicer
for cause. A Liquidation Fee will be payable with respect to (a) each Specially Serviced Loan (other than a Non-Serviced Mortgage
Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which the applicable Special Servicer receives any Liquidation
Proceeds or Insurance and Condemnation Proceeds and (b) each Mortgage Loan repurchased by a Mortgage Loan Seller or for which
a Loss of Value Payment was paid, in each case, subject to the exceptions set forth in the definition of Liquidation Fee (such
Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds
or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the applicable Special Servicer is properly
entitled to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance


 






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and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to the
contrary, each Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect
to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout
Fee and Special Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such
Intercreditor Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement,
as provided herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), each Special Servicer
will also be entitled to additional fees in the form of Penalty Charges. Each Special Servicer shall be required to pay out of
its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation,
payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers and
the premiums for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07),
if and to the extent such expenses are not expressly payable directly out of the applicable Collection Account or the REO Account,
and the applicable Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


For the avoidance of
doubt, with respect to any fee split (other than a fee split with regard to Penalty Charges) between the applicable Master Servicer
and the applicable Special Servicer pursuant to the terms of the Agreement, the applicable Master Servicer and the applicable Special
Servicer shall each have the right, but not any obligation, to reduce or elect not to charge its respective percentage interest
in any such fee; provided, however, that (A) neither the applicable Master Servicer nor the applicable Special Servicer
will have the right to reduce or elect not to charge the percentage interest of any fee due to the other and (B) to the extent
either of the applicable Master Servicer or the applicable 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 will not have any right
to share in any part of the other party’s portion of such fee. If the applicable Master Servicer decides not to charge any
fee, the applicable Special Servicer shall nevertheless be entitled to charge its portion of the related fee to which the applicable
Special Servicer would have been entitled if the applicable Master Servicer had charged a fee and the applicable Master Servicer
will not be entitled to any of such fee charged by the applicable Special Servicer. Similarly, if the applicable Special Servicer
decides not to charge any fee, the applicable Master Servicer shall nevertheless be entitled to charge its portion of the related
fee to which the applicable Master Servicer would have been entitled if the applicable Special Servicer had charged a fee and the
applicable Special Servicer shall not be entitled to any portion of such fee charged by the applicable Master Servicer.


 


(d)          
In determining the compensation of the Master Servicers or the Special Servicers, as applicable, with respect to Penalty
Charges, on any Distribution Date, the aggregate Penalty Charges collected on any Serviced Mortgage Loan and any related Companion
Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the applicable Master Servicer, the
applicable Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable
(and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced
Special Servicer or the applicable Non-Serviced Trustee for interest on the servicing advances made by any such party with respect
to a Non-Serviced Whole Loan pursuant


 






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to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the
applicable Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) (and, in connection with a Non-Serviced Mortgage
Loan, the related trust for all interest on servicing advances reimbursed by such trust to any party under the applicable Non-Serviced
PSA, which resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced Intercreditor
Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for all additional
expenses of the Trust (including Special Servicing Fees, Workout Fees and Liquidation Fees), including without limitation, inspections
by the applicable Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan.
Penalty Charges (other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing compensation
under the related Non-Serviced PSA) remaining thereafter shall be distributed to the applicable Master Servicer, if and to the
extent accrued while such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the applicable
Special Servicer, if and to the extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced
Loan or REO Loan. Any Penalty Charges paid or payable as additional servicing compensation to the Master Servicers and the Special
Servicers shall be distributed between the applicable Master Servicer and the applicable Special Servicer, on a pro rata
basis, based on such Master Servicer’s and such Special Servicer’s respective entitlements to such compensation described
in the previous sentence. Notwithstanding the foregoing or anything else herein to the contrary, Penalty Charges with respect to
any Companion Loan will be allocated pursuant to the applicable Intercreditor Agreement after payment of all related Advances and
interest thereon and additional expenses of the Trust in accordance with this Section 3.11(d).


 


(e)           
With respect to each Distribution Date, each Special Servicer shall deliver or cause to be delivered to the applicable Master
Servicer within two (2) Business Days following the Determination Date, and such Master Servicer shall deliver, to the extent it
has received, to the Certificate Administrator, without charge and on the related Remittance Date, an electronic report (which
may include HTML, Word or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between
the Certificate Administrator and the applicable Special Servicer) that discloses and contains an itemized listing of any Disclosable
Special Servicer Fees received by the applicable Special Servicer or any of its Affiliates, if any, with respect to such Distribution
Date; provided that no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)           
Each Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in
respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or foreclosure of any Mortgage Loan or Serviced Companion Loan, the management or disposition of any REO Property, or the performance
of any other special servicing duties under this Agreement, other than as expressly provided in this Section 3.11;
provided that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.


 






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(g)          
Pursuant to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions
set forth on Exhibit II hereto or such other payment instructions as CREFC® may provide to the Master
Servicers in writing at least two (2) Business Days prior to the Remittance Date) the CREFC® Intellectual Property
Royalty License Fee on a monthly basis. Each Master Servicer shall withdraw from its Collection Account and, to the extent sufficient
funds are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in
accordance with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in its Collection Account.


 


Section 3.12     
Inspections; Collection of Financial Statements. (a) Each Master Servicer shall perform (at its own expense),
or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan
(other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan or an REO Loan) for which it acts as Master Servicer with
a Stated Principal Balance of (i) $2,000,000 or more at least once every twelve (12) months and (ii) less than $2,000,000
at least once every twenty-four (24) months, in each case, commencing in the calendar year 2021 (and each Mortgaged Property shall
be inspected on or prior to December 31, 2022); provided, however, that if a physical inspection has been performed
by the applicable Special Servicer in the previous twelve (12) months, such Master Servicer will not be required to perform, or
cause to be performed, such physical inspection; provided, further, that if any scheduled payment becomes more than
sixty (60) days delinquent on the related Mortgage Loan, the applicable Special Servicer shall inspect or cause to be inspected
the related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter
for so long as such Mortgage Loan remains a Specially Serviced Loan. The cost of such inspection by a Special Servicer pursuant
to the second proviso of the immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the
related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor and then from the
applicable Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole
Loan, such cost shall be payable, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced
Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loan, in accordance with their respective outstanding principal balances, or (ii) with respect to a Serviced
AB Whole Loan, first, from the related AB Subordinate Companion Loan(s) and then, from the Serviced AB Mortgage Loan
and any Serviced Pari Passu Companion Loans on a pro rata and pari passu basis (provided that, with respect
to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
AB Mortgage Loan, any Serviced Pari Passu Companion Loans and the AB Subordinate Companion Loans), in each case, prior to being
payable out of general collections. With respect to any Serviced AB Whole Loan, the costs will be allocated, first, as an
expense of the related Subordinate Companion Holder and, second, as an expense of the holder of the related Mortgage Loan
to the extent provided in the related Intercreditor Agreement. The applicable Special Servicer or the applicable Master Servicer,
as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any
damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of (i) any vacancy
at the Mortgaged Property that the preparer of such report has knowledge of and the applicable Master Servicer or the applicable
Special Servicer, as the case may be, deems material, (ii) any sale,


 






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transfer or abandonment of the Mortgaged Property of
which the preparer of such report has knowledge or that is evident from the inspection, (iii) any adverse change in the condition
of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the
applicable Master Servicer or the applicable Special Servicer, as the case may be, deems material, (iv) any visible material
waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection
and (v) photographs of each inspected Mortgaged Property. The applicable Special Servicer and the applicable Master Servicer
shall promptly following preparation deliver or make available a copy (in electronic format) of each such report prepared by such
Special Servicer and such Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior
to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan (as
to such party) that is a Specially Serviced Loan). Within five (5) Business Days after request for copies of such reports by the
Rating Agencies, the applicable Special Servicer or the applicable Master Servicer, as applicable, shall deliver or make available
a copy (in electronic format) of each such report prepared by such Special Servicer and such Master Servicer, as applicable, to
the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for review by NRSROs (including the
Rating Agencies) that are Privileged Persons. The applicable Master Servicer shall deliver or make available a copy of each such
report to the Directing Certificateholder and upon request to each Controlling Class Certificateholder (which request may state
that such items may be delivered until further notice) (except, after the occurrence and during the continuance of a Consultation
Termination Event or with respect to any Specially Serviced Loan that is an Excluded Loan as to such party).


 


(b)          
Each Special Servicer, in the case of any Specially Serviced Loan, and each Master Servicer, in the case of any Non-Specially
Serviced Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor under the Mortgage Loans
for which it acts as Master Servicer or Special Servicer, as applicable, quarterly and annual operating statements, financial statements,
budgets and rent rolls (or, with respect to residential cooperative properties, maintenance schedules) of the related Mortgaged
Property, and the quarterly and annual financial statements of such Mortgagor commencing with the calendar quarter ending on March
31, 2020 and the calendar year ending on December 31, 2020, whether or not delivery of such items is required pursuant to the terms
of the related Mortgage Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage
Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan
documents. The applicable Master Servicer and the applicable Special Servicer shall not be required to request such operating statements
or rent rolls (or, with respect to residential cooperative properties, maintenance schedules) more than once if the related Mortgagor
is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. In addition, the applicable Special
Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each
REO Property and shall collect all such items promptly following their preparation. The applicable Special Servicer shall deliver
all such items to the applicable Master Servicer within five (5) Business Days of receipt, and such Master Servicer and such Special
Servicer, as applicable, shall deliver or make available copies of all the foregoing items so collected to the Trustee, the Certificate
Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within sixty (60) days of
its receipt thereof, but in no event, in the case of annual statements, later than June 30 of each year commencing 2020.


 






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Upon
the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the applicable Master Servicer (with
respect to Non-Specially Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans and REO Loans)
shall deliver or make available electronic copies of such items to the Certificate Administrator to be posted on the Certificate
Administrator’s Website. Upon the request of any NRSRO, the applicable Master Servicer (with respect to Non-Specially Serviced
Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans and REO Loans) shall deliver or make available
copies of all or any portion of the foregoing items so collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).


 


In addition, the applicable
Master Servicer (with respect to Non-Specially Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced
Loans and REO Properties), as applicable, shall prepare with respect to each Mortgaged Property securing a Serviced Mortgage Loan
and REO Property for which it acts as Master Servicer or Special Servicer, as applicable:


 


(i)           
Within forty-five (45) days after receipt of a quarterly operating statement, if any, commencing within forty-five (45)
days of receipt of such quarterly operating statement for the quarter ending March 31, 2020, a CREFC® Operating
Statement Analysis Report (but only to the extent the related Mortgagor is required by the related Mortgage Loan documents to deliver
and does deliver, or otherwise agrees to provide and does provide, such information) for such Mortgaged Property or REO Property
as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first
calendar quarter of each year will not be required to the extent provided in the then-current applicable CREFC®
guidelines (it being understood that as of the Closing Date, the applicable CREFC® guidelines provide that such
analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property or REO Property
unless such Mortgaged Property or REO Property is analyzed on a trailing twelve (12) month basis, or if the related Serviced Mortgage
Loan is on the CREFC® Servicer Watch List). The applicable Master Servicer (with respect to Non-Specially Serviced
Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, shall deliver
or make available copies (in electronic format) of each CREFC® Operating Statement Analysis Report and, upon request,
the related operating statements (in each case, promptly following the initial preparation and each material revision thereof)
to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with respect to any Serviced
Companion Loan).


 


(ii)           
Within forty-five (45) days after receipt by the applicable Special Servicer (with respect to Specially Serviced Loans and
REO Properties) or the applicable Master Servicer (with respect to Non-Specially Serviced Loans) of an annual operating statement
or rent rolls (or, with respect to residential cooperative properties, maintenance schedules) (if and to the extent any such information
is in the form of normalized year-end financial statements that have been based on a minimum number of months of operating results
as recommended by CREFC® in the instructions to the CREFC® guidelines) for each calendar year commencing
within forty-five (45) days of receipt of such annual operating statement for the calendar year ending December 31, 2020,
a


 






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CREFC® NOI Adjustment Worksheet (but only to the extent the related Mortgagor is required by the related Mortgage
Loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, such information), presenting the
computation to “normalize” the full year net operating income and debt service coverage numbers used by the applicable
Master Servicer in preparing the CREFC® Comparative Financial Status Report. The applicable Master Servicer (with
respect to Non-Specially Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans and REO Properties
that do not relate to Non-Serviced Mortgage Loans), as applicable, shall deliver or make available copies (in electronic format)
of each CREFC® NOI Adjustment Worksheet and, upon request, the related operating statements or rent rolls (or, with respect
to residential cooperative properties, maintenance schedules) (in each case, promptly following the initial preparation and each
material revision thereof) to the Certificate Administrator, the Directing Certificateholder and the related Companion Holder (with
respect to any Serviced Companion Loan).


 


(c)           
At or before 2:00 p.m. (New York City time) on each Determination Date, each Special Servicer shall prepare and deliver
or cause to be delivered to the applicable Master Servicer and, prior to the occurrence and continuance of a Consultation Termination
Event, the Directing Certificateholder, the CREFC® Special Servicer Loan File and any applicable CREFC®
Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with
respect to the Specially Serviced Loans (excluding, for the Directing Certificateholder, any Excluded Loans as to such party) and
any REO Properties (other than a Non-Serviced Mortgaged Property), providing the information required of the applicable Special
Servicer in an electronic format, reasonably acceptable to the applicable Master Servicer as of the Business Day preceding such
Determination Date, which CREFC® applicable Special Servicer Loan File shall include data, to enable the applicable
Master Servicer to produce the following supplemental CREFC® reports: (i) a CREFC® Delinquent
Loan Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report,
(iii) a CREFC® REO Status Report, (iv) a CREFC® Comparative Financial Status Report and
(v) a CREFC® NOI Adjustment Worksheet and a CREFC® Operating Statement Analysis Report, in each
case with the supporting financial statements, budgets, operating statements and rent rolls (or, with respect to residential cooperative
properties, maintenance schedules) submitted by the Mortgagor.


 


(d)          
Not later than 5:00 p.m. (New York City time) on each P&I Advance Date beginning January 2020, each Master Servicer
shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator
the following reports and data files with respect to the Mortgage Loans for which it acts as Master Servicer: (A) to the extent
such Master Servicer has received the CREFC® Special Servicer Loan File at the time required, the most recent CREFC®
Delinquent Loan Status Report, CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report
and the CREFC® REO Status Report, (B) CREFC® Loan Setup File (only with respect to the first
Distribution Date), (C) the most recent CREFC® Property File, and CREFC® Comparative Financial
Status Report (in each case incorporating the data required to be included in the CREFC® Special Servicer Loan File
pursuant to Section 3.12(c) by the applicable Special Servicer and the applicable Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Determination Date, (E) CREFC® Financial File,


 






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(F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC®
Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e)
to the extent received from the applicable Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City
time) on the P&I Advance Date beginning January 2020, the applicable Master Servicer shall deliver or cause to be delivered
in electronic format to the Certificate Administrator any applicable CREFC® Loan Liquidation Reports, CREFC®
Loan Modification Reports and CREFC® REO Liquidation Reports received from the applicable Special Servicer. Not
later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date beginning January 2020, the
applicable Master Servicer shall deliver or cause to be delivered to the Certificate Administrator via electronic format the CREFC®
Loan Periodic Update File and, to the extent received by such Master Servicer, the CREFC® Appraisal Reduction Template.
In no event shall any report described in this subsection be required to reflect information that has not been collected by or
delivered to the applicable Master Servicer, or any payments or collections not received by the applicable Master Servicer, as
of the close of business on the Business Day prior to the Business Day on which the report is due.


 


Not later than two (2)
Business Days prior to each P&I Advance Date, the NCB Master Servicer shall deliver to the General Master Servicer an NCB CREFC®
Schedule AL File and any NCB Schedule AL Additional File in both EDGAR-Compatible Format and Excel format; provided, however,
that the NCB Master Servicer shall have no obligation to prepare or deliver such NCB CREFC® Schedule AL File unless
the NCB Master Servicer receives the Initial Schedule AL File from the Depositor pursuant to Section 2.01(j). If the
General Master Servicer does not receive such NCB CREFC® Schedule AL File from the NCB Master Servicer by two (2) Business
Days prior to the related P&I Advance Date, it shall immediately request such NCB CREFC® Schedule AL File from the NCB
Master Servicer via email at BANK2019BNK24@ncb.com and send a copy of such request to the Depositor via email at leland.f.bunch@bofa.com
and todd.stillerman@bofa.com. In preparing the NCB CREFC® Schedule AL File and any NCB Schedule AL Additional
File for any given Distribution Date, and without any due diligence, investigation or verification, the NCB Master Servicer shall
be entitled to conclusively rely, absent manifest error, on the content, completeness and accuracy of the Initial Schedule AL File
and Annex A-1 to the Prospectus. The NCB CREFC® Schedule AL File and the NCB Schedule AL Additional File delivered
by the NCB Master Servicer shall each be a single file.


 


Not later than 5:00 p.m.
(New York City time) on each P&I Advance Date beginning January 2020, the General Master Servicer shall deliver to the Certificate
Administrator a CREFC® Schedule AL File and may deliver to the Certificate Administrator a Schedule AL Additional
File, each covering all of the Mortgage Loans (which CREFC® Schedule AL File and Schedule AL Additional File shall include
the information contained in the NCB CREFC® Schedule AL File and any NCB Schedule AL Additional File, respectively,
delivered to the General Master Servicer by the NCB Master Servicer for such Distribution Date pursuant to the immediately preceding
paragraph), and each in both EDGAR-Compatible Format and Excel format; provided, however, that the General Master
Servicer shall have no obligation to prepare or deliver the CREFC® Schedule AL File for any given Distribution Date
unless the General Master Servicer receives the Initial Schedule AL File from the Depositor pursuant to Section 2.01(j)
and the NCB CREFC® Schedule AL File for such Distribution Date pursuant to


 






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the immediately preceding paragraph.
If the Certificate Administrator does not receive the CREFC® Schedule AL File from the General Master Servicer by
5:00 p.m. (New York City time) on the P&I Advance Date, it shall request the CREFC® Schedule AL File from the
General Master Servicer via email at ssreports@wellsfargo.com and send a copy of such request to the Depositor via email
at leland.f.bunch@bofa.com and todd.stillerman@bofa.com. In preparing the CREFC® Schedule AL File and any Schedule
AL Additional File for any given Distribution Date, and without any due diligence, investigation or verification, the General Master
Servicer shall be entitled to conclusively rely, absent manifest error, on the content, completeness and accuracy of the Initial
Schedule AL File and Annex A-1 to the Prospectus and the NCB CREFC® Schedule AL File and any NCB Schedule AL Additional File
delivered to the General Master Servicer by the NCB Master Servicer for such Distribution Date pursuant to the immediately preceding
paragraph. The CREFC® Schedule AL File and the Schedule AL Additional File delivered by the General Master Servicer shall each
be a single file. The Certificate Administrator shall not be required to combine multiple CREFC® Schedule AL Files or Schedule
AL Additional Files provided or prepared by or on behalf of either or both Master Servicers. 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.


 


In the absence of manifest
error, each Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry, any information and
reports delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively rely upon each
Master Servicer’s reports and each Special Servicer’s reports and any information provided by the Trustee, without
any duty or obligation to recompute, verify or recalculate any of the amounts and other information stated therein.


 


(e)           
Each Special Servicer shall deliver to the applicable Master Servicer the reports and information required of such Special
Servicer pursuant to Section 3.12(b) and Section 3.12(c), and such Master Servicer shall deliver or make
available to the Certificate Administrator the reports and data files set forth in Section 3.12(d). Such Master Servicer
may, absent manifest error, conclusively rely on the reports and/or data to be provided by the applicable Special Servicer pursuant
to Section 3.12(b) and Section 3.12(c). The Certificate Administrator may, absent manifest error, conclusively
rely on the reports and/or data to be provided by the applicable Master Servicer pursuant to Section 3.12(d). In the
case of information or reports to be furnished by the applicable Master Servicer to the Certificate Administrator pursuant to Section 3.12(d),
to the extent that such information or reports are, in turn, based on information or reports to be provided by the applicable Special
Servicer pursuant to Section 3.12(b) or Section 3.12(c) and to the extent that such reports are to be prepared
and delivered by the applicable Special Servicer pursuant to Section 3.12(b) or Section 3.12(c), the applicable
Master Servicer shall have no obligation to provide such information or reports to the Certificate Administrator until it has received
the requisite information or reports from the applicable Special Servicer, and the applicable Master Servicer shall not be in default
hereunder due to a delay in providing the reports required by Section 3.12(d) caused by the applicable Special Servicer’s
failure to timely provide any information or report required under Section 3.12(b) or Section 3.12(c) of
this Agreement.


 






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


 


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


 


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


 


Section 3.13     
Access to Certain Information. (a) Each Master Servicer and Special Servicer shall provide or cause to be provided
to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any
Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of the Federal Reserve
System of the United States of America and the supervisory agents and examiners of such boards and such corporations, and any other
federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, and to
each Holder of a Non-Registered Certificate, access to any documentation or information regarding the Mortgage Loans (other than
any Non-Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the related Companion
Loan, and the Trust within its control which may be required by applicable law. At the election of the applicable Master Servicer,
the applicable Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified above by
the delivery of copies of information as requested by such Person and such Master Servicer, such Special Servicer or the Certificate
Administrator shall be permitted to require payment (other


 






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


 


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


 


Notwithstanding the limitation
set forth in the next succeeding paragraph, but subject to the last sentence of the immediately preceding paragraph, upon the reasonable
request of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, the
holder of such AB Subordinate Companion Loan) that has delivered an Investor Certification to the applicable Master Servicer or
the applicable Special Servicer, as the case may be, the applicable Master Servicer (with respect to Non-Specially Serviced Loans)
or the applicable Special Servicer (with respect to Specially Serviced Loans), as applicable, may provide (or make available electronically)
or make available at the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, copies
of any appraisals, operating statements, rent rolls (or, with respect to residential cooperative properties, maintenance schedules)
and financial statements (in each case, solely relating to the related Serviced Whole Loan or Serviced AB Whole Loan, if requested
by the holder of an AB Subordinate Companion Loan, as the case may be) obtained by the applicable Master Servicer or


 






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the applicable
Special Servicer, as the case may be; provided that, in connection with such request, such Master Servicer or such Special
Servicer, as applicable, may require a written confirmation executed by the requesting Person substantially in such form as may
be reasonably acceptable to such Master Servicer or such Special Servicer, as applicable, generally to the effect that such Person
will keep such information confidential and shall use such information only for the purpose of analyzing asset performance and
evaluating any continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have
under this Agreement.


 


Notwithstanding anything
to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder or as specifically
provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder
(except, with respect to a Mortgage Loan Seller, to the extent necessary for such party to comply with its obligations under the
related Mortgage Loan Purchase Agreement, and except for the Master Servicers and the Certificate Administrator, acting in such
capacities) or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files or Diligence Files.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 





 






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


 


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


 


(A)         
all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;


 


(B)         
the CREFC® Loan Periodic Update File, the CREFC® Bond Level File, the CREFC®
Collateral Summary File, the CREFC® Property File, the CREFC® Financial File, each of the “surveillance
reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including,
without limitation, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment
Worksheets), the CREFC® Advance Recovery Report to the extent delivered by the applicable Master Servicer pursuant
to this Agreement from time to time; and


 


(C)         
all Operating Advisor Annual Reports provided by the Operating Advisor to the Certificate Administrator;


 


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


 


(A)         
summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period, summaries of Asset Status Reports approved
by the holder of the related Companion Loan, and related information delivered to the Certificate Administrator pursuant to Section 3.19(d);


 


(B)         
all property inspection reports and environmental reports delivered to the Certificate Administrator pursuant to Section 3.12(a);


 


(C)         
any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; and


 


(D)         
CREFC® Appraisal Reduction Template;


 


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


 


(A)         
any notice with respect to a release pursuant to Section 3.09(d);


 


(B)         
any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(g);


 


(C)         
any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


(U)         
any notice or documents provided to the Certificate Administrator by the Depositor or a Master Servicer directing the Certificate
Administrator to post to the “special notices” tab; and


 


(V)         
any Proposed Course of Action Notice;


 


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


 


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


 


(viii)       the “U.S. Risk Retention Special Notices” tab, which shall contain any notices provided by the Retaining Sponsor
relating to ongoing compliance by each Retaining Party with the Risk Retention Rules;


 


provided, that
with respect to a Control Termination Event or Consultation Termination Event that is deemed to exist due solely to the existence
of an Excluded Loan, the Certificate Administrator will only be required to provide notice of the occurrence and continuance of
such event if it has been notified of or has knowledge of the existence of such Excluded Loan.


 


The Certificate Administrator
shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A) and
(B) above on each Distribution Date. In addition, if the Depositor so directs the Certificate Administrator, and on terms
acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information and reports related
to the Mortgage Loans available through its Internet website.


 


The Certificate Administrator
shall, in addition to posting the applicable notices on the “U.S. Risk Retention Special Notices” tab described in
clause (viii) above, provide email notification to any Privileged Person (other than the financial market information
providers listed in Section 3.13(e)) that has registered to receive access to the Certificate Administrator’s
Website that a notice has been posted to the “U.S. Risk Retention Special Notices” tab.


 


Notwithstanding the foregoing,
all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through
(viii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder that is a Borrower
Party (unless a loan-by-loan segregation is later


 






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performed by the Certificate Administrator in which case such access shall only
be prohibited with respect to the related Excluded Controlling Class Loan(s)).


 


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


 


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


 






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(unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access
shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)) made available on the Certificate Administrator’s
Website. With respect to any Excluded Information sent for posting on the Certificate Administrator’s Website, each of the
applicable Master Servicer, the applicable Special Servicer and the Operating Advisor shall mark or label such information as “Excluded
Information” prior to delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on the
Certificate Administrator’s Website such Excluded Information (and, if possible at a later time, on loan-by-loan basis) from
information relating to other Mortgage Loans or Whole Loans, as applicable.


 


Notwithstanding anything
herein to the contrary, each of the Master Servicers, the Special Servicers, the Operating Advisor and the Certificate Administrator
shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates of
the Controlling Class are not Excluded Controlling Class Holders except to the extent that the applicable Master Servicer, the
applicable Special Servicer, the Operating Advisor or the Certificate Administrator, as the case may be, has received a notice
substantially in the form of Exhibit P-1E from the Directing Certificateholder or a Controlling Class Certificateholder
that it has become an Excluded Controlling Class Holder. None of the Master Servicers, the Special Servicers, the Operating Advisor
or the Certificate Administrator shall be liable for any communication to the Directing Certificateholder or a Controlling Class
Certificateholder that is an Excluded Controlling Class Holder or disclosure of any information relating to an Excluded Controlling
Class Loan (including any related Excluded Information delivered to the Certificate Administrator for posting to the Certificate
Administrator’s Website) if the applicable Master Servicer, the applicable Special Servicer, the Operating Advisor or the
Certificate Administrator, as the case may be, did not receive prior written notice that the related Mortgage Loan is an Excluded
Controlling Class Loan and/or, with respect to any related Excluded Information posted on the Certificate Administrator’s
Website, such information was not delivered to the Certificate Administrator in accordance with Section 3.33.


 


Each of the Master Servicers,
the Special Servicers, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on delivery
from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially in the
form of Exhibit P-1B that it is not or is no longer an Excluded Controlling Class Holder. To the extent the Directing
Certificateholder or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information
on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, the Directing Certificateholder
or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide
any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any
employees or personnel of the Directing Certificateholder or Controlling Class Certificateholder or any of its Affiliates involved
in the management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge,
any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain
sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described
in clause (i) above.


 






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To the extent the Risk
Retention Consultation Party or a Holder of an RR Interest receives access pursuant to this Agreement to any information solely
related to a Mortgage Loan with respect to which such party is a Borrower Party (which shall include any Asset Status Reports,
Final Asset Status Reports (or summaries thereof), inspection reports related to Specially Serviced Loans conducted by a Special
Servicer or any Excluded Special Servicer and which may include any Operating Advisor reports delivered to the Certificate Administrator
regarding such Special Servicer’s net present value determination or any Appraisal Reduction Amount calculations delivered
pursuant to Section 3.26(d) and Section 3.26(e), and any Officer’s Certificates delivered by the
Trustee, a Master Servicer or a Special Servicer, supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance, but in each case other than information with respect to such Mortgage Loan that is aggregated with information of other
Mortgage Loans at a pool level), on the Certificate Administrator’s Website or otherwise receives access to such information,
such Risk Retention Consultation Party or Holder of an RR Interest shall be deemed to have agreed that it (i) will not directly
or indirectly provide any such information to (A) the related Borrower Party, (B) any employees or personnel of such
Risk Retention Consultation Party or Holder of an RR Interest 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 place in order to comply with the obligations described in clause (i) above.
For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC®
IRP) (other than the CREFC® Special Servicer Loan File relating to any such Excluded Loan) shall be considered information
that is aggregated with information of other Mortgage Loans at a pool level. For avoidance of doubt, the covenants and restrictions
in this paragraph are not applicable to Wells Fargo Bank, National Association, acting in its capacity as Master Servicer or as
Certificate Administrator.


 


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


 


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b)), the Certificate Administrator may require registration and the acceptance of a disclaimer. The
Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding
the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk
at (866) 846-4526.


 






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(c)           
The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the extent
such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “BANK 2019-BNK24” and an identification of the type of information being provided
in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any
other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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





 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Questions regarding delivery of information
to the 17g-5 Information Provider may be directed to (866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically
referencing “BANK 2019-BNK24” in the subject line).


 


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 3.13(c).
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.


 


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


 


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


 


Any information required
to be delivered or made available to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it
via electronic mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “BANK 2019-BNK24”
and an identification of the type of information being provided in the body of such electronic mail, or via any alternative electronic
mail address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information
Provider.


 






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(d)       The
applicable Master Servicer or the applicable Special Servicer, as applicable, may, but shall not be obligated to, provide bulk
information that relates to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by
the 17g-5 Information Provider and the 17g-5 Information Provider may, but shall not be obligated to post such information in accordance
with the timeframe provided in Section 3.13(c) above, provided, however, that if the 17g-5 Information Provider
is not able to post such information in accordance with the timeframe in Section 3.13(c), then it shall post such information
within a reasonable time.


 


(e)       Certain
information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator at the direction of the Depositor to third parties (including Bloomberg, L.P., Trepp,
LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited, BlackRock Financial Management, Inc., CMBS.com, Inc.,
Moody’s Analytics, RealInsight and Thomson Reuters Corporation) with the consent of the Depositor, and providing such information
shall not constitute a breach of this Agreement by the Certificate Administrator. Such information will be made available to such
third parties upon receipt of a certificate in the form of Exhibit P-3 hereto, which certification may be submitted electronically
via the Certificate Administrator’s Website.


 


(f)       Each
Master Servicer and each Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also deliver,
produce or otherwise make available through its website or otherwise, any additional information relating to the Mortgage Loans
(other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties (other than any Non-Serviced
Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and any other Persons who deliver
an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure
Parties”) (in the case of deliveries to a Rating Agency, only to the extent such additional information is simultaneously
delivered to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the
provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including without
limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information),
applicable law or by the related Mortgage Loan documents. Each Master Servicer and each Special Servicer shall be entitled to (i)
indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require
that the recipient of such information (A) except for the Depositor and the Rating Agencies, enter into (x) an Investor Certification,
(y) a confidentiality agreement substantially in the form of Exhibit X or (z) a “click-through” confidentiality
agreement if such information is being provided through the applicable Master Servicer’s website, and (B) acknowledge that
such Master Servicer or such Special Servicer may contemporaneously provide such information to any other Disclosure Party. In
addition, to the extent access to such information is provided via the applicable Master Servicer’s or Special Servicer’s
website, such Master Servicer or Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer
and/or an additional or alternative agreement as to the confidential nature of such information. In connection with providing access
to or copies of the information described in this Section 3.13(f) to current or prospective


 



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


 


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


 


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


 


(h)       The
Special Servicers, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor
such reports and other information produced or otherwise available to the Directing Certificateholder or the Risk Retention Consultation
Party (in each case, other than, prior to the occurrence and continuance of a Control Termination Event, any Asset Status Reports
that are not Final Asset Status Reports), or Certificateholders generally, requested by the Operating Advisor in support of the
performance of its obligations under this Agreement in electronic format.


 






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(i)       None
of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the applicable Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the applicable Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to
(i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to the applicable Master Servicer, the Operating
Advisor, the Asset Representations Reviewer or the applicable Special Servicer, as the case may be, (ii) such Rating Agency’s
or NRSRO’s approval of the applicable Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the applicable
Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer, or (iii) such Rating Agency’s
or NRSRO’s evaluation of the applicable Master Servicer’s, the Operating Advisor, the Asset Representations Reviewer’s
or the applicable Special Servicer’s, as the case may be, servicing operations in general; provided that such Master
Servicer, the Operating Advisor, the Asset Representations Reviewer or such Special Servicer, as applicable, shall not provide
any information relating to the Certificates or the Mortgage Loans, to any Rating Agency or NRSRO in connection with such review
and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific identifiers are redacted;
(y) such information has already been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information
Provider’s Website or (z) the Rating Agency confirms that it does not intend to use such information in undertaking credit
rating surveillance with respect to the Certificates; provided, however, that the Rating Agencies may use information
delivered under this clause (z) for any purpose to the extent it is publicly available (unless the availability results
from a breach of this Agreement) or comprised of information collected by the applicable Rating Agency from the 17g-5 Information
Provider’s Website (or another 17g-5 information provider’s website that they have access to) other than pursuant to
this Section 3.13(i).


 


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


 


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


 



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Trustee and the Certificate Administrator an
Opinion of Counsel, addressed to the Trustee and the Certificate Administrator, to the effect that the holding by the Trust of
such REO Property subsequent to the close of the third calendar year following the year in which acquisition occurred will not
cause an Adverse REMIC Event. If the applicable Special Servicer is granted or not denied the REO Extension contemplated by clause
(i) of the immediately preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately
preceding sentence, such 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 such Special Servicer in connection with its being granted
the REO Extension contemplated by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated
by clause (ii) of the second preceding sentence, shall be an expense of the Trust payable out of the Collection Account
pursuant to Section 3.05(a).


 


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


 


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


 



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applicable Special Servicer shall provide the applicable Master Servicer with a written accounting of amounts remitted to such
Master Servicer for deposit in the Collection Account, as applicable, on such date. Such Master Servicer shall apply all such amounts
as instructed by such Special Servicer on the Determination Date (or with respect to a Serviced Companion Loan, on each Serviced
Whole Loan Remittance Date) for the related Distribution Date.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(b)       Without
limiting the generality of the foregoing, no Special Servicer shall:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


Each 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 applicable Special Servicer by such Independent Contractor, and nothing in
this Agreement shall be deemed to limit or modify such indemnification.


 


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


 


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


 






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(ii)       If
any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to the extent
otherwise required pursuant to the terms of the related Intercreditor Agreement, then the applicable Special Servicer (with respect
to a Specially Serviced Loan) or the applicable Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly
notify in writing the other, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring
notice under the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related
mezzanine lender, as applicable, will, notwithstanding anything in this Section 3.16 to the contrary, have the option to
purchase the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related Intercreditor
Agreement.


 


(iii)       If
any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion Holder
or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the applicable Special Servicer shall use
reasonable efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related
Serviced Companion Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present
value basis, if and when the applicable Special Servicer determines, consistent with the Servicing Standard, that no satisfactory
arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale
would be in the best economic interests of the Trust and, if applicable, the related Companion Holder. In the case of a Non-Serviced
Mortgage Loan, to the extent permitted under the related Intercreditor Agreement, and such Non-Serviced Mortgage Loan is not sold
together with the Non-Serviced Companion Loan by the Non-Serviced Special Servicer, the applicable Special Servicer will be entitled
to sell ((i) with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing
and (ii) after consulting with the Risk Retention Consultation Party pursuant to Section 6.08(a), in each case, provided
such Non-Serviced Mortgage Loan is not an Excluded Loan as to such party) such Non-Serviced Mortgage Loan if it determines in accordance
with the Servicing Standard that such action would be in the best interests of the Certificateholders and, subject to the terms
of the related Intercreditor Agreement, the applicable Special Servicer shall be entitled to the liquidation fee that the related
Non-Serviced Special Servicer would have otherwise been entitled to in connection with the sale of such Non-Serviced Mortgage Loan.
Each Special Servicer is required to give the Trustee, the Certificate Administrator, the applicable Master Servicer, the Operating
Advisor and the Directing Certificateholder (but only prior to the occurrence and continuance of a Consultation Termination Event),
the Subordinate Companion Holder with respect to any Serviced AB Whole Loan prior to an AB Control Appraisal Period, and the Risk
Retention Consultation Party (in the case of the Directing Certificateholder and the Risk Retention Consultation Party, other than
in respect of any Excluded Loan as to such party) not less than ten (10) days’ prior written notice of its intention to sell
any Defaulted Loan. In the absence of a cash offer at least equal to the Purchase Price, the applicable Special Servicer may purchase
the Defaulted Loan for the Purchase Price or


 



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may accept the first cash offer received from any Person that constitutes a fair price
for the Defaulted Loan.


 


(iv)     (A)     In
the case of a Specially Serviced Loan as to which a default has occurred and is continuing, in the absence of any offer at least
equal to the Purchase Price pursuant to clause (iii) above (or purchase by the applicable Special Servicer for such price),
the applicable Special Servicer shall solicit offers and, subject to sub-clause (B) below, accept the highest offer received
from any Person that is determined by such Special Servicer to be a fair price for such Specially Serviced Loan, if the offeror
is a Person other than an Interested Person. In determining whether any offer from a Person other than an Interested Person constitutes
a fair price for any Defaulted Loan, the applicable Special Servicer shall take into account (in addition to the results of any
Appraisal, updated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement within the prior nine
(9) months), among other factors, the period and amount of the occupancy level and physical condition of the related Mortgaged
Property and the state of the local economy. If the offeror is an Interested Person (provided that the Trustee may not be
an offeror), the Trustee shall determine whether the offer constitutes a fair price unless such offer by an Interested Person (i)
is equal to or greater than the applicable Purchase Price and (ii) is the highest offer received. Absent an offer at least equal
to the Purchase Price, no offer from an Interested Person shall constitute a fair price unless (x) it is the highest offer received
and (y) at least two (2) other offers are received from independent third parties. In determining whether any offer received from
an Interested Person represents a fair price for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or
update of such Appraisal) of the related Mortgaged Property conducted in accordance with this Agreement within the preceding nine
(9) month period or, in the absence of any such Appraisal, on a new Appraisal. Except as provided in the following paragraph, the
cost of any Appraisal will be covered by, and will be reimbursable as, a Servicing Advance by the applicable Master Servicer.


 


Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee 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
loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the Trustee to
determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee designates
such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee
will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The applicable
Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such
expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable
to the Trustee by the applicable Master Servicer as a Servicing Advance but the applicable Special Servicer shall continue to use


 



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efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the Trustee,
in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 


(B)       The
applicable Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines (in consultation
with the Directing Certificateholder (unless a Consultation Termination Event has occurred and is continuing) and the Risk Retention
Consultation Party subject, in each case, to the limitations on consultation set forth in and in accordance with Section 6.08(a)
and other than with respect to any Mortgage Loan that is an Excluded Loan as to such party) and, in the case of a Serviced Whole
Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder), in accordance with the Servicing Standard
(and subject to the requirements of any related Intercreditor Agreement), that the rejection of such offer would be in the best
interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced
Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders and, if applicable, the related
Companion Holder constituted a single lender (and, with respect to any Serviced AB Whole Loan, taking into account the subordinate
nature of the related AB Subordinate Companion Loan). In addition, the applicable Special Servicer may accept a lower offer from
any Person other than an Affiliate of such Special Servicer if it determines, in accordance with the Servicing Standard, that the
acceptance of such offer would be in the best interests of the Holders of Certificates and, in the case of a sale of a Serviced
Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such
Certificateholders and, if applicable, the related Companion Holder constituted a single lender (and, with respect to any Serviced
AB Whole Loan, taking into account the subordinate nature of the related AB Subordinate Companion Loan)) (for example, if the prospective
buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the
lower offer are more favorable); provided that the offeror is not the applicable Special Servicer or a Person that is an
Affiliate of such Special Servicer. The applicable Special Servicer shall use reasonable efforts to sell all Defaulted Loans prior
to the Rated Final Distribution Date. For the avoidance of doubt, the Trustee shall have no obligation to make any fair value determination,
to the extent required to do so pursuant to this Section 3.16, on the basis of anything other than the related Appraisal.


 


(C)       In
connection with any such sale involving a Serviced AB Whole Loan, the applicable Special Servicer shall have the right (if permitted
by the related Intercreditor Agreement), but not the obligation, to sell the related AB Subordinate Companion Loan if such Special
Servicer determines that such sale is in accordance with the Servicing Standard (taking into account the subordinate nature of
the applicable AB Subordinate Companion Loan).


 


(v)       Unless
and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the applicable Special Servicer shall pursue
such other resolution


 



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strategies with respect to such Specially Serviced Loan, including, without limitation, workout and foreclosure,
as the applicable Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing Standard and
the REMIC Provisions.


 


(b)       (i)The
applicable Special Servicer may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole Loan,
such purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan). The
applicable Special Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale
shall be a sale of the entire REO Property, including the portion relating to the related Companion Loan), if and when the applicable
Special Servicer determines, consistent with the Servicing Standard, that such a sale would be in the best economic interest of
the Trust and the related Companion Holders. Each Special Servicer shall give the Trustee, the applicable Master Servicer, each
Companion Holder, the Certificate Administrator and the Directing Certificateholder and the Risk Retention Consultation Party (in
the case of the Directing Certificateholder and the Risk Retention Consultation Party, in respect of any Mortgage Loan other than
an Excluded Loan as to such party and prior to the occurrence and continuance of a Consultation Termination Event) not less than
ten (10) days’ prior written notice of the Purchase Price (including a calculation of the Purchase Price) and its intention
to (x) purchase any REO Property at the Purchase Price therefor or (y) sell any REO Property, in which case such Special Servicer
shall accept the highest offer received from any Person for any REO Property in an amount at least equal to the Purchase Price
therefor. To the extent permitted by applicable law, and subject to the Servicing Standard, the applicable Master Servicer, an
Affiliate of the applicable Master Servicer, the applicable Special Servicer or an Affiliate of such Special Servicer, or an employee
of either of them may act as broker in connection with the sale of any REO Property and may retain from the proceeds of such sale
a brokerage commission that does not exceed the commission that would have been earned by an independent broker pursuant to a brokerage
agreement entered into at arm’s length.


 


(A)       In
the absence of any such offer as set forth in clause (i) above, the applicable Special Servicer shall, subject to sub-clause
(C) below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1)
by such Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by the Trustee, if the highest
offeror is an Interested Person unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase
Price and (ii) is the highest offer received; provided, however, that absent an offer at least equal to the Purchase
Price, no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer received and (B) at
least two (2) other offers are received from independent third parties. Notwithstanding anything to the contrary herein, neither
the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant
hereto.


 


(B)       No
Special Servicer shall be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer if such Special
Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of
the Certificateholders and, with respect to any


 



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Serviced Whole Loan, the related Companion Holder, and in either case, as a collective
whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition, such Special
Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such offer would
be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder,
and in either case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion
Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered
by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the applicable Special
Servicer or a Person that is an Affiliate of such Special Servicer.


 


(C)       In
determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee shall
obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of
demand for payment, such expense shall be reimbursable to the Trustee by the applicable Master Servicer as a Servicing Advance
but the applicable Special Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts
from the applicable Interested Person. In determining whether any offer constitutes a fair price for any REO Property, the applicable
Special Servicer or the Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or other expert
in real estate matters shall be instructed to take into account, as applicable, among other factors, the physical condition of
such REO Property, the state of the local economy and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)       Subject
to the Servicing Standard, the applicable Special Servicer shall act on behalf of the Trust and the related Companion Holders in
negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including the
collection of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation
or warranty by, the Trustee, the Depositor, the applicable Master Servicer, the applicable Special Servicer, the Certificate Administrator,
the Operating Advisor or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary
warranties of title, so long as the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the
terms of this Agreement, none of the Master Servicers, the Special Servicers, the Depositor, the Certificate Administrator, the
Operating Advisor or the


 






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Trustee shall have any liability to the Trust or any Certificateholder or related Companion Holder (if
applicable) with respect to the purchase price therefor accepted by the applicable Special Servicer or the Trustee.


 


(c)       Any
sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative interpretations
thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)       With
respect to each Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement, if the related
Serviced Whole Loan becomes a Defaulted Loan, and if the applicable Special Servicer determines to sell the related Mortgage Loan
that has become a Defaulted Loan in accordance with this Section 3.16, then the applicable Special Servicer shall sell the
related Serviced Pari Passu Companion Loans (and, in certain cases, to the extent permitted by the related Intercreditor Agreement,
the related AB Subordinate Companion Loans) together with such Mortgage Loan as one whole loan and shall require that all offers
be submitted to such Special Servicer in writing. To the extent a determination is required to be made hereunder as to whether
any cash offer constitutes a fair price for a Serviced Whole Loan, such determination shall be made by the applicable Special Servicer
unless the offeror is an Interested Person and by the Trustee if the offeror is an Interested Person. Notwithstanding the foregoing,
the applicable Special Servicer will not be permitted to sell the related Mortgage Loan together with the related Serviced Pari
Passu Companion Loan(s) if it becomes a defaulted Whole Loan without the written consent of the holder of the related Serviced
Pari Passu Companion Loan (provided that such consent is not required if the holder of the Serviced Pari Passu Companion
Loan is the Mortgagor or an Affiliate of the Mortgagor) unless the applicable Special Servicer has delivered to the holder of the
related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business Days prior written notice of any decision to attempt
to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the permitted sale date, a copy of each bid package (together
with any amendments to such bid packages) received by the applicable Special Servicer in connection with any such proposed sale;
(c) at least ten (10) days prior to the proposed sale date, a copy of the most recent appraisal for such Serviced Whole Loan, and
any documents in the servicing file reasonably requested by the holder of the related Serviced Pari Passu Companion Loan; and (d)
until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Directing
Certificateholder and the Risk Retention Consultation Party) 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 applicable Master Servicer or the applicable
Special Servicer in connection with the proposed sale. The holder of the related Serviced Pari Passu Companion Loan (or its representative)
will be permitted to submit an offer at any sale of such Whole Loan; however, the related Mortgagor and its agents and Affiliates
shall not be permitted to submit an offer at such sale. Notwithstanding the foregoing, with respect to each Serviced Whole Loan,
the holder of the related Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph with
respect to the related Whole Loan. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes
a fair price, the Trustee may (at its option and at the expense of the offering Interested Person purchaser) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
loans similar to the subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such


 



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cash
offer constitutes a fair price for such Mortgage Loan. The Trustee shall act in a commercially reasonable manner in making such
determination. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively
upon such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker
opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering Interested
Person and the applicable Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such
Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment,
such expense shall be reimbursable to the Trustee by the applicable Master Servicer as a Servicing Advance but the applicable Special
Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested
Person.


 


(e)        (i)
Notwithstanding anything in this Section 3.16 to the contrary, pursuant to the terms of the related Intercreditor Agreement,
the holder of the related AB Subordinate Companion Loan for each applicable Serviced AB Whole Loan will have the right to purchase
the related Mortgage Loan or related REO Property, as applicable. Such right of the holder of the AB Subordinate Companion Loan
shall be given priority over any provision described in this Section 3.16 as and to the extent set forth in the related
Intercreditor Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such AB Subordinate
Companion Loan, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement, the related
AB Subordinate Companion Loan will no longer be subject to this Agreement.


 


(ii)    
   Notwithstanding anything in this Section 3.16 to the contrary, any mezzanine lender will have the
right to purchase the related Mortgage Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the
extent set forth in the related Intercreditor Agreement.


 


(f)   
    Unless otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to
this Section 3.16 will be on a servicing released basis.


 


(g)       In
the event the applicable Master Servicer or the applicable Special Servicer has the right to purchase any Companion Loan on behalf
of the Trust pursuant to the related Intercreditor Agreement, neither such Master Servicer nor such Special Servicer shall exercise
such right.


 


Section 3.17     Additional
Obligations of Master Servicers and Special Servicers.


 


(a) Each Master Servicer
shall deliver all Compensating Interest Payments with respect to the Mortgage Loans for which it acts as Master Servicer (other
than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) to the Certificate Administrator
for deposit in the Lower-Tier REMIC Distribution Account on each P&I Advance Date, without any right of reimbursement therefor.
Each Master Servicer shall deliver the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion
Loan to the Companion Paying Agent for deposit in the Companion Distribution Account on each P&I Advance Date, without any
right of reimbursement therefor.


 






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(b)       Each
Master Servicer or each Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required
to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)   
    Upon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that
the reimbursement thereof would exceed the full amount of the principal portion of general collections on the Mortgage Loans
deposited in the Collection Account and available for distribution on the next Distribution Date, the applicable Master
Servicer or the Trustee, each at its own option and in its sole discretion, as applicable, instead of obtaining reimbursement
for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.05(a)(v) immediately, as an
accommodation may elect to refrain from obtaining such reimbursement for 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
period not to exceed twelve (12) months (provided that, other than in the case of an Excluded Loan with respect to the
Directing Certificateholder or the Holder of the majority of the Controlling Class, any such deferral exceeding six (6)
months shall require, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing
Certificateholder), and any election to so defer or not to defer shall be deemed to be in accordance with the Servicing
Standard. If the applicable Master Servicer or the Trustee makes such an election at its sole option and in its sole
discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with
interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be
fully reimbursable in the subsequent collection period (subject, again, to the same sole option to defer; it is acknowledged
that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first from principal collections
as described above prior to payment from other collections). In connection with a potential election by the applicable Master
Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during
the Collection Period for any Distribution Date, the applicable Master Servicer or the Trustee shall further be authorized to
wait for principal collections on the Mortgage Loans serviced by such Master Servicer to be received until the end of such
Collection Period before making its determination of whether to refrain from the reimbursement of a particular Nonrecoverable
Advance or portion thereof; provided, however, that if, at any time the applicable Master Servicer or the
Trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining such reimbursement or otherwise
determines that the reimbursement of a Nonrecoverable Advance during a Collection Period will exceed the full amount of the
principal portion of general collections on or in respect of Mortgage Loans deposited in the Collection Account for such
Distribution Date, then the applicable Master Servicer or the Trustee, as applicable, shall use its reasonable efforts to
give the 17g-5 Information Provider fifteen (15) days’ notice of such determination for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), unless extraordinary circumstances make such notice
impractical, which shall mean that (i) the applicable Master Servicer or the Trustee, as the case may be, determines in its
sole discretion that waiting fifteen (15) days after such a notice could jeopardize its ability to recover such
Nonrecoverable Advance, (ii) changed circumstances or new or different information becomes known to the applicable Master
Servicer or the Trustee, as the case may be, that could affect or cause a determination of whether any Advance is a
Nonrecoverable Advance or whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause
(i) above, or (iii) in the case of the applicable Master Servicer, it has


 



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not timely received from the Trustee information required by the applicable Master Servicer to determine
whether to defer reimbursement for a Nonrecoverable Advance. If any of the circumstances described in clause (i), (ii)
or (iii) of the foregoing sentence apply, the applicable Master Servicer or Trustee, as applicable, shall give the 17g-5
Information Provider a notice for posting of the anticipated reimbursement as soon as reasonably practicable. Notwithstanding the
foregoing, failure to give notice as required by the preceding or second preceding sentence shall in no way affect the applicable
Master Servicer’s or the Trustee’s election whether to refrain from obtaining such reimbursement or right to obtain
such reimbursement as described in this Section 3.17(c). Nothing herein shall give the applicable Master Servicer or the
Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent of any principal collections then available
in the Collection Account pursuant to Section 3.05(a)(v). The applicable Master Servicer or the Trustee, as the case may
be, shall have no liability for any loss, liability or expenses resulting from any notice provided to the Rating Agencies contemplated
by this Section 3.17(c).


 


The foregoing shall not,
however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply
with the conditions to making such an election under this Section 3.17 or to comply with the terms of this Section 3.17
and the other provisions of this Agreement that apply once such an election, if any, has been made; provided, however,
that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders
to the detriment of other classes shall not, with respect to the applicable Master Servicer or the applicable Special Servicer,
as applicable, constitute a violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee),
constitute a violation of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the applicable Master
Servicer or the Trustee, as the case may be, determines, in its sole discretion, to fully recover the Nonrecoverable Advances immediately
instead of deferring such reimbursement, then such Master Servicer or the Trustee, as applicable, shall be entitled to immediate
reimbursement of Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all amounts in the Collection Account
for such Distribution Date (deemed first from principal and then from interest). Any such election by any such party
to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to
any one or more collection periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance
for the period prior to the actual reimbursement of such Nonrecoverable Advance. The applicable Master Servicer’s or the
Trustee’s, as the case may be, agreement to defer reimbursement of such Nonrecoverable Advances as set forth above is an
accommodation to the Certificateholders and shall not be construed as an obligation on the part of such Master Servicer or the
Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall be deemed to create in the Certificateholders
a right to prior payment of distributions over such Master Servicer’s or the Trustee’s, as applicable, right to reimbursement
for Advances (deferred or otherwise) and accrued interest thereon. In all events, the decision to defer reimbursement or to seek
immediate reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with the Servicing Standard and none of
the applicable Master Servicer, the Trustee or the other parties to this Agreement shall have any liability to one another or to
any of the Certificateholders or any of the Companion Holders for any such election that such party makes as contemplated by this
Section 3.17 or for any losses, damages or other adverse economic or other effects that may arise from such an election,
nor shall such election


 



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constitute a violation of the Servicing Standard or any duty under this Agreement. Neither the applicable
Master Servicer nor the Trustee shall have any liability whatsoever for making an election, or refraining from making an election,
that is authorized under this Section 3.17(c).


 


No determination by a
Master Servicer (or the Trustee, as applicable) to exercise its sole option to defer the reimbursement of Advances and/or interest
thereon under this section shall be construed as an agreement by the applicable Master Servicer (or the Trustee, as applicable)
to subordinate (in respect of realizing losses), to any Class of Certificates, such party’s right to such reimbursement during
such period of deferral.


 


With respect to any modification
or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the applicable Master Servicer
or the applicable Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification
or amendment, which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance
with Section 3.13(c).


 


(d)  
     With respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents
permit the lender to (but do not require the lender to), at its option, prior to an event of default under the related
Mortgage Loan (or Serviced Whole Loan), apply amounts held in any reserve account as a prepayment or hold such amounts in a
reserve account, the applicable Master Servicer or the applicable Special Servicer, as the case may be, may not apply such
amounts as a prepayment, and will instead continue to hold such amounts in the applicable reserve account, unless not
applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount may be used, if permitted
under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced Whole Loan), or for
other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.


 


(e)   
    Within one (1) Business Day after the execution of any amendment or modification of any Intercreditor
Agreement, the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall provide to the
Certificate Administrator a copy of any such modification or amendment of any Intercreditor Agreement, and such amendment or
modification shall be a Reportable Event.


 


Section
3.18     Modifications, Waivers, Amendments and Consents.    (a) The applicable Special Servicer shall process waivers, modifications, amendments and
consents with respect to Specially Serviced Loans and all such matters that involve a Major Decision for all Serviced
Mortgage Loans (and any related Serviced Companion Loan) that are Non-Specially Serviced Loans, and the applicable Master
Servicer shall process waivers, modifications, amendments and consents with respect to any Serviced Mortgage Loan or any
related Serviced Companion Loan that, in either case, is not a Specially Serviced Loan and does not involve a Major Decision.
The applicable Master Servicer and applicable Special Servicer may mutually agree that a modification, waiver, amendment or
consent that constitutes a Major Decision shall be processed by the applicable Master Servicer, subject to the applicable
Special Servicer’s consent. Except as set forth in Section 3.08(a), Section 3.08(b), this Section
3.18(a), Section 3.18(d), Section 3.18(h), Section 3.18(i), Section 3.18(m) and Section
6.08, but subject to any other conditions set forth thereunder and, with respect to any Serviced Mortgage Loan or


 



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any Serviced Whole Loan (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder,
as applicable, to advise or consult with the applicable Master Servicer or the applicable Special Servicer with respect to, or
to consent to, a modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement),
no Master Servicer or Special Servicer shall modify, waive or amend the terms of a Mortgage Loan and/or related Companion Loan
(and the applicable Special Servicer shall not consent to any such modification, waiver or amendment by the applicable Master Servicer)
that would constitute a Major Decision without (x) (i) prior to the occurrence of a Control Termination Event and (ii) other than
with respect to any Excluded Loan with respect to the Directing Certificateholder, the consent (or deemed consent) of the Directing
Certificateholder having been obtained by the applicable Special Servicer to the extent required by, and pursuant to the process
described under, Section 6.08(a) or (y) (i) after the occurrence and during the continuance of a Control Termination Event
and (ii) other than with respect to any Excluded Loan with respect to the Directing Certificateholder, but prior to the occurrence
and continuance of a Consultation Termination Event, the applicable Special Servicer having consulted with the Directing Certificateholder
if and to the extent required pursuant to Section 6.08(a); and provided, further, that no extension entered
into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the date provided for in the last paragraph
of Section 3.18(b). If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan
for more than twelve (12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan
and such Mortgage Loan and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable,
prior to any such extension, (1) the applicable Special Servicer shall provide the Trustee, the Certificate Administrator, the
applicable Master Servicer, the Operating Advisor, the Directing Certificateholder and the Risk Retention Consultation Party (in
the case of the Directing Certificateholder and the Risk Retention Consultation Party, (i) prior to the occurrence and continuance
of a Consultation Termination Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party),
with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and,
if not required or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d))
that such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion
Loan within the meaning of Treasury Regulations Section 1.860G-2(b) and (2) subject to the Servicing Standard, (x) prior to the
occurrence and continuance of a Control Termination Event and other than with respect to any Excluded Loan with respect to the
Directing Certificateholder, the applicable Special Servicer shall obtain the consent (or deemed consent) of the Directing Certificateholder,
(y) after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance
of a Consultation Termination Event, and other than with respect to any Excluded Loan with respect to the Directing Certificateholder,
consult with the Directing Certificateholder and (z) (i) prior to the occurrence and continuance of a Consultation Termination
Event, with respect to any Specially Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation
Party and (ii) after the occurrence and during the continuance of a Consultation Termination Event, with respect to any Mortgage
Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, consult with the Risk Retention Consultation
Party, in each case, pursuant to the process described in Section 6.08(a).


 






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Notwithstanding the foregoing,
subject to the rights of the related Companion Holder to advise the applicable Master Servicer with respect to, or consent to,
such modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, the applicable Master Servicer,
with respect to Non-Specially Serviced Loans, without the consent of the applicable Special Servicer or the Directing Certificateholder,
may modify or amend the terms of any Non-Specially Serviced Loan and/or related Serviced Companion Loan in order to (i) cure any
ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions
therein or correct any error; provided that, if the Serviced Mortgage Loan and/or related Serviced Companion Loan is not in default
or default with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant
modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section
1.860G-2(b).


 


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


 


Upon receiving a request
for any matter described in this Section 3.18(a) that constitutes a Major Decision with respect to a Serviced Mortgage Loan
that is not a Specially Serviced Loan, the applicable Master Servicer shall forward such request to the applicable Special Servicer
and, unless the applicable Master Servicer and the applicable Special Servicer mutually agree that the applicable Master Servicer
shall process such request, the applicable Special Servicer shall process such request (including, without limitation, interfacing
with the Mortgagor) and, except as provided in the next sentence, such Master Servicer shall have no further obligation with respect
to such request or such Major Decision. The applicable Master Servicer shall cooperate with reasonable requests of the applicable
Special Servicer by delivering to the applicable Special Servicer any additional information in such Master Servicer’s possession
reasonably requested by such Special Servicer relating to such Major Decision. The applicable Master Servicer shall not be required
to interface with the Mortgagor or provide a


 



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written recommendation and/or analysis with respect to any Major Decision. If the
applicable Master Servicer and the applicable Special Servicer mutually agree that the applicable Master Servicer will (subject
to the consent (or deemed consent) of the Special Servicer) process a request with respect to a Major Decision, and the applicable
Master Servicer is recommending approval of such request, the applicable Master Servicer will prepare and submit its written analysis
and recommendation to the applicable Special Servicer with all information in the possession of the applicable Master Servicer
that the applicable Special Servicer may reasonably request in order to withhold or grant its consent, and in all cases the applicable
Special Servicer will be entitled (subject to any applicable consultation rights of the Operating Advisor or any applicable consent
or consultation rights of the Directing Certificateholder or any applicable consultation rights of any related Companion Holders)
to approve or disapprove any modification, waiver, amendment or other action that constitutes a Major Decision. In addition, the
applicable Master Servicer shall provide the applicable Special Servicer with any notice that it receives relating to a default
by the Mortgagor under a Ground Lease where the collateral for the Mortgage Loan is the Ground Lease, and the applicable Special
Servicer will determine in accordance with the Servicing Standard whether the Trust as lender should cure any Mortgagor defaults
relating to Ground Leases. Any costs relating to any such cure of a Mortgagor default relating to a Ground Lease shall be paid
by the applicable Master Servicer as a Servicing Advance.


 


(b)  
     If, and only if, the applicable Special Servicer determines that a modification, waiver or
amendment (including, without limitation, the forgiveness or deferral of interest or principal or the substitution of
collateral pursuant to the terms of the Serviced Mortgage Loan and/or related Serviced Companion Loan or otherwise, the
release of collateral or the pledge of additional collateral) of the terms of a Specially Serviced Loan with respect to which
a payment default or other material default has occurred or a payment default or other material default is, in the applicable
Special Servicer’s judgment, reasonably foreseeable (as evidenced by an Officer’s Certificate of such Special
Servicer), is reasonably likely to produce a greater (or equivalent) recovery on a net present value basis (the relevant
discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders, as the
holders of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then the applicable Special
Servicer may agree to a modification, waiver or amendment of such Specially Serviced Loan, subject to (w) the provisions of
this Section 3.18(b) and Section 3.18(c), (x)(a) the approval of the Directing Certificateholder with respect
to any Major Decision, with respect to any Mortgage Loan other than any Excluded Loan as to such party (prior to
the occurrence and continuance of a Control Termination Event or after the occurrence and during the continuance of a Control
Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event, upon consultation with
the Directing Certificateholder) as provided in Section 6.08, and (b) with respect to any Major Decision in respect of
a Specially Serviced Loan other than an Excluded Loan with respect to the Risk Retention Consultation Party, upon
consultation with the Risk Retention Consultation Party as provided in Section 6.08, (y) with respect to any Serviced
AB Whole Loan, any rights of the related Subordinate Companion Holder to consent to such modification, waiver or amendment
and (z) additionally, with respect to a Serviced Whole Loan, the rights of the related Serviced Companion Noteholder or with
respect to a Serviced Mortgage Loan with mezzanine debt, the rights of the related mezzanine lender, to advise or consult
with the applicable Special Servicer with respect to, or consent to, such modification, waiver or amendment, in each case,
pursuant to


 



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the terms of the related Intercreditor Agreement or mezzanine intercreditor
agreement, as applicable; provided that with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance
of a related AB Control Appraisal Period, the consent of, or consultation with, the related AB Whole Loan Controlling Holder will
be required to the extent set forth in the related Intercreditor Agreement and the Directing Certificateholder shall have no consent
or consultation rights, and the Risk Retention Consultation Party shall have no consultation rights, regarding the matter; provided,
further, that in the case of any release or substitution of collateral (other than a defeasance), the applicable Special
Servicer shall have obtained an Opinion of Counsel that such release or substitution would not be a “significant modification”
of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event.
Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect to the Directing Certificateholder
(regardless of whether a Control Termination Event has occurred and is continuing), the applicable Special Servicer shall consult
with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions
and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set
forth in Section 6.08 for consulting with the Operating Advisor.


 


In connection with (i)
the release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property
from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property),
or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan
documents require the applicable Master Servicer or the applicable Special Servicer, as the case may be, to calculate (or to approve
the calculation of the related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties
or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes
of REMIC qualification of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions,
exclude the value of personal property and going concern value, if any, as determined by an appropriate third party.


 


If, following any such
release or taking, the loan-to-value ratio as calculated is greater than 125%, the applicable Master Servicer or the applicable
Special Servicer, as the case may be, shall require payment of principal by a “qualified amount” as determined under
Revenue Procedure 2010-30 or successor provisions, unless the related Mortgagor provides an Opinion of Counsel that if such amount
is not paid, the related Mortgage Loan will not fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)
of the Code.


 


The applicable Special
Servicer shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior
to the Rated Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced
Loan for which it is acting as special servicer if such modification, waiver or amendment would (1) extend the maturity date of
any such Specially Serviced Loan to a date occurring later than the earlier of (a) five (5) years prior to the Rated Final Distribution
Date and (b) if such Specially Serviced Loan is secured solely or primarily by a leasehold estate and not also the related fee
interest, the date occurring twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration
to the remaining term of the ground lease and


 



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(A) prior to the occurrence and continuance of a Control Termination Event, with
the consent of the Directing Certificateholder and (B) to the extent such modification, waiver or amendment constitutes a Major
Decision, after consultation with the Risk Retention Consultation Party pursuant to Section 6.08(a), (in each case, other
than with respect to a Mortgage Loan that is an Excluded Loan as to such party), ten (10) years prior to the expiration of such
leasehold estate (including any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor), or
(2) provide for the deferral of interest unless interest accrues on the related Mortgage Loan, or Serviced Whole Loan generally
at the related Mortgage Rate.


 


(c) 
      Any provision of this Section 3.18 to the contrary notwithstanding, except when a
Mortgage Loan and/or Companion Loan is in default or default with respect thereto is reasonably foreseeable, no fee described
in this Section 3.18 shall be collected by any Master Servicer or any Special Servicer from a Mortgagor (or on behalf
of the Mortgagor) in conjunction with any consent or any modification, waiver or amendment of a Mortgage Loan or Companion
Loan, as applicable (unless the amount thereof is specified in the related Mortgage Note) if the collection of such fee would
cause such consent, modification, waiver or amendment to be a “significant modification” of the Mortgage Note
within the meaning of Treasury Regulations Section 1.860G-2(b).


 


(d)  
     To the extent consistent with this Agreement (including, without limitation, the first sentence
of Section 3.18(a), and Section 6.08), the applicable Master Servicer (as provided in Section 3.08(a), Section
3.08(b) and Section 3.18 if such matter constitutes a Master Servicer Decision) or the applicable Special Servicer
(as provided in Section 3.08(a), Section 3.08(b) and Section 3.18(a) if any such waiver, modification or
amendment constitutes a Major Decision or relates to a Specially Serviced Loan) may, consistent with the Servicing Standard,
agree to any waiver, modification or amendment of a Mortgage Loan and/or Serviced Companion Loan that is not in default or as
to which default is not reasonably foreseeable only if the contemplated waiver, modification or amendment (i) will not be a
“significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
and (ii) will not cause an Adverse REMIC Event. In making this determination, the Master Servicer or the Special Servicer may
obtain and rely upon (and shall provide to the Trustee and the Certificate Administrator if obtained) an Opinion of Counsel
(at the expense of the related Mortgagor or such other Person requesting such modification or, if such expense cannot be
collected from the related Mortgagor or such other Person, to be paid out of the Collection Account pursuant to Section
3.05(a); provided that the applicable Master Servicer or the applicable Special Servicer, as the case may be,
shall use its reasonable efforts to collect such fee from the Mortgagor or such other Person to the extent permitted under
the related Mortgage Loan documents). Notwithstanding the foregoing, neither the applicable Master Servicer nor the
applicable Special Servicer may waive the payment of any Prepayment Premium or Yield Maintenance Charge or the
requirement that any prepayment of a Mortgage Loan be made on a Due Date, or if not made on a Due Date, be accompanied by all
interest that would be due on the next Due Date with respect to any Mortgage Loan or Serviced Companion Loan that is not a
Specially Serviced Loan.


 


(e)   
    Subject to Section 3.18(c), the applicable Master Servicer and the applicable Special Servicer
each may, as a condition to its granting any request by a Mortgagor for consent, modification (including extensions), waiver
or indulgence or any other matter or


 



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thing,
the granting of which is within such Master Servicer’s or such Special Servicer’s, as the case may be, discretion pursuant
to the terms of the instruments evidencing or securing the related Mortgage Loan or Companion Loan and is permitted by the terms
of this Agreement, require that such Mortgagor pay to such Master Servicer or such Special Servicer, as the case may be, as additional
servicing compensation, a reasonable or customary fee, for the additional services performed in connection with such request; provided
that the charging of such fee is not a “significant modification” of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


 


(f)     
  All modifications (including extensions), waivers and amendments of the Mortgage Loans and/or Companion Loans
entered into pursuant to this Section 3.18 shall be in writing, signed by the applicable Master Servicer or the
applicable Special Servicer, as the case may be, and the related Mortgagor (and by any guarantor of the related Mortgage
Loan, if such guarantor’s signature is required by the applicable Special Servicer in accordance with the Servicing
Standard).


 


(g)  
     With respect to any modification, waiver or amendment for which it is responsible for
processing pursuant to Section 3.18, the applicable Special Servicer, shall notify the applicable Master Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor (after the occurrence and during the continuance of a Control
Termination Event), the Directing Certificateholder and the Risk Retention Consultation Party (in the case of the Directing
Certificateholder, other than following the occurrence and continuance of a Consultation Termination Event, and in the case
of the Directing Certificateholder or the Risk Retention Consultation Party, other than with respect to any Excluded Loan as
to such party), the applicable Companion Holder (or, to the extent the related Serviced Companion Loan has been included in a
securitization transaction, to the other master servicer under the related Other Pooling and Servicing Agreement) (unless,
with respect to a holder of an AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if applicable),
the related Mortgage Loan Seller (if such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer of such Mortgage
Loan or the Directing Certificateholder or the Risk Retention Consultation Party) and the 17g-5 Information Provider (which
shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c))
in writing of any modification, waiver or amendment (in each case, after it is finalized and executed) of any term of any
Mortgage Loan or Companion Loan that is modified, waived or amended and the date thereof. With respect to any modification,
waiver or amendment (in each case, after it is finalized and executed) for which it is responsible for processing pursuant to Section
3.18, the applicable Master Servicer, shall provide written notice of any such modification, waiver or amendment to the
Trustee, the Certificate Administrator, the applicable Special Servicer, Directing Certificateholder (only prior to the
occurrence and continuance of a Consultation Termination Event, and other than with respect to an Excluded Loan as to such
party), the Risk Retention Consultation Party (other than with respect to an Excluded Loan as to such party), the
applicable Companion Holder (or, to the extent the related Serviced Companion Loan has been included in a securitization
transaction, to the other master servicer under the related Other Pooling and Servicing Agreement) (unless, with respect to a
holder of an AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if applicable) and the related
Mortgage Loan Seller (so long as such Mortgage Loan Seller is not the Master Servicer or Sub-Servicer of such Mortgage Loan
or the Directing Certificateholder or Risk Retention


 



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Consultation Party) and the 17g-5 Information Provider (which shall promptly post such notice on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c)). The party responsible for delivering notice shall deliver
to the Custodian with a copy to the applicable Master Servicer (if such notice is being delivered by the applicable Special Servicer)
for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment,
promptly (and in any event within ten (10) Business Days) following the execution thereof, with a copy to the applicable Companion
Holder (or, to the extent the related Serviced Companion Loan has been included in a securitization transaction, to the other master
servicer under the related Other Pooling and Servicing Agreement), if any. Following receipt of the applicable Master Servicer’s
or the applicable Special Servicer’s, as the case may be, delivery of the aforesaid modification, waiver or amendment to
the Certificate Administrator, the Certificate Administrator shall forward a copy thereof to each Holder of a Certificate (other
than the Class R or Class V Certificates). With respect to the processing of any modification, waiver or consent related to any
Mortgagor incurring additional debt or mezzanine debt, the applicable Special Servicer (if such Special Servicer processes such
modification, waiver or consent pursuant to Section 3.18(a)) or the applicable Master Servicer (if such Master Servicer
processes such modification, waiver or consent pursuant to Sections 3.18(a) and (m) shall, on or before the later
of (i) 3:00 p.m. on the related P&I Advance Date and (ii) five (5) Business Days immediately following the applicable Master
Servicer or the applicable Special Servicer, as the case may be, obtaining actual knowledge of the incurrence of such additional
debt or mezzanine debt, deliver notice of the Mortgagor’s incurrence of such debt, substantially in the form of Exhibit
JJ, to cts.sec.notifications@wellsfargo.com and an Additional Disclosure Notification in the form attached hereto as
Exhibit DD. The notice contemplated in the preceding sentence shall set forth, to the extent the applicable Special Servicer
or the applicable Master Servicer, as the case may be, has the requisite information or can reasonably obtain such information,
(1) the amount of additional debt that was incurred in the related Collection Period, (2) the total debt service coverage ratio
calculated on the basis of such Mortgage Loan and additional debt, and (3) the aggregate LTV Ratio calculated on the basis of such
Mortgage Loan and additional debt. In the event that either (i) the CREFC® Investor Reporting Package is amended
to include such information set forth above, in a manner reasonably acceptable to the applicable Master Servicer, the applicable
Special Servicer and the Certificate Administrator, as applicable, and such Master Servicer confirms with the Certificate Administrator
that such amended CREFC® Investor Reporting Package enables the Certificate Administrator to include such information
on Form 10-D in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to the
Exchange Act, the additional report in the form of Exhibit JJ shall no longer be required hereunder. From time to time,
the applicable Master Servicer, the applicable Special Servicer and the Certificate Administrator may agree on a different delivery
time and format for the information set forth in this paragraph.


 


(h)       Subject
to the consent rights and processes set forth in Section 6.08 with respect to Major Decisions, each Master Servicer shall
process all defeasance transactions for the Mortgage Loans for which it acts as Master Servicer and shall be entitled to all defeasance
fees paid related thereto (provided that for the avoidance of doubt, any such defeasance fee shall not include any Modification
Fees or waiver fees in connection with a defeasance that any Special Servicer is entitled to under this Agreement). Notwithstanding
the foregoing, such Master Servicer shall not permit (or, with regard to any Non-Serviced Mortgage Loan, take any act in furtherance
of) the substitution of any Mortgaged Property pursuant to the defeasance provisions


 



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of any Mortgage Loan or a Serviced Whole Loan
unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and such Master Servicer has received (i)
replacement collateral consisting of government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii),
which satisfies the requirements of the applicable Mortgage Loan documents, in an amount sufficient to make all scheduled payments
under the related Mortgage Loan (or defeased portion thereof) when due, (ii) a certificate of an Independent certified public accountant
to the effect that such substituted property will provide cash flows sufficient to meet all payments of interest and principal
(including payments at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of the terms
of the related Mortgage Loan documents and, if applicable, Companion Loan documents, (iii) one or more Opinions of Counsel (at
the expense of the related Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first priority perfected
security interest in such substituted Mortgaged Property; provided, however, that, to the extent consistent with
the related Mortgage Loan documents and, if applicable, Companion Loan documents, the related Mortgagor shall pay the cost of any
such opinion as a condition to granting such defeasance, (iv) to the extent consistent with the related Mortgage Loan documents
and, if applicable, Companion Loan documents, the Mortgagor shall establish a single purpose entity to act as a successor mortgagor,
if so required by the Rating Agencies, (v) to the extent permissible under the related Mortgage Loan documents and, if applicable,
Companion Loan documents, the applicable Master Servicer shall use its reasonable efforts to require the related Mortgagor to pay
all costs of such defeasance, including but not limited to the cost of maintaining any successor mortgagor, and (vi) to the extent
permissible under the Mortgage Loan documents and, if applicable, Companion Loan documents, the applicable Master Servicer shall
obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section
3.25); provided, further, however, that no such confirmation from any Rating Agency shall be required
to the extent that the applicable Master Servicer has delivered a defeasance certificate substantially in the form of Exhibit
U hereto for any Mortgage Loan that (together with any Mortgage Loans cross-collateralized with such Mortgage Loans) is: (i)
a Mortgage Loan with a Cut-off Date Balance less than $35,000,000, (ii) a Mortgage Loan that represents less than 5% of the aggregate
Cut-off Date Balance of all Mortgage Loans a, and (iii) a Mortgage Loan that is not one of the ten (10) largest Mortgage Loans
by Stated Principal Balance. Notwithstanding the foregoing, in the event that requiring the Mortgagor to pay for the items specified
in clauses (ii), (iv) and (v) in the preceding sentence would be inconsistent with the related Mortgage Loan
documents, such reasonable costs shall be paid by the related Mortgage Loan Seller as and to the extent set forth in the applicable
Mortgage Loan Purchase Agreement.


 


(i) 
      Notwithstanding anything herein or in the related Mortgage Loan documents and, if
applicable, Companion Loan documents, to the contrary, the applicable Master Servicer may permit the substitution of
“government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, that
comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) for any Mortgaged Property pursuant to the defeasance provisions
of any Mortgage Loan or a Serviced Whole Loan, as applicable (or any portion


 



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thereof), in lieu of
the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan documents, as applicable; provided
that such substitution is consistent with the Servicing Standard and the applicable Master Servicer reasonably determines that
allowing their use would not cause a default or event of default to become reasonably foreseeable and the applicable Master Servicer
receives an Opinion of Counsel (at the expense of the Mortgagor to the extent permitted under the Mortgage Loan documents and,
if applicable or Companion Loan documents or otherwise as a Trust Fund expense) to the effect that such use would not be and would
not constitute a “significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations
Section 1.860G-2(b) and would not otherwise constitute an Adverse REMIC Event with respect to any Trust REMIC; and provided,
further, that the requirements set forth in Section 3.18(h) (including receipt of any Rating Agency Confirmation)
are satisfied; and provided, further, that such securities are backed by the full faith and credit of the United
States government, or the applicable Master Servicer shall obtain Rating Agency Confirmation from each Rating Agency and a confirmation
of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25).


 


Notwithstanding the foregoing,
with respect to (i) all of the Mortgage Loans originated or acquired by Bank of America, National Association that are subject
to defeasance (other than the Jackson Park Mortgage Loan, the Parklawn Building Mortgage Loan and the ILPT Industrial Portfolio
Mortgage Loan) and (ii) all of the Mortgage Loans originated or acquired by Morgan Stanley Mortgage Capital Holdings LLC that are
subject to defeasance, each of Bank of America, National Association and Morgan Stanley Mortgage Capital Holdings LLC, as applicable,
has transferred to a third party or has retained on behalf of itself or an Affiliate the right to establish or designate the successor
borrower and/or to purchase or cause to be purchased the related defeasance collateral, in each case as set forth in the related
Mortgage Loan Purchase Agreement (any such right or obligation, the “Retained Defeasance Rights and Obligations”).
In the event the General Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan for which Bank
of America, National Association or Morgan Stanley Mortgage Capital Holdings LLC, as applicable, is the related Mortgage Loan Seller,
which such Mortgage Loan provides for Retained Defeasance Rights and Obligations in the related Mortgage Loan documents, the General
Master Servicer shall provide, within five (5) Business Days of receipt of such notice, written notice of such defeasance request
to Bank of America, National Association or Morgan Stanley Mortgage Capital Holdings LLC, as applicable, in the case of any such
Mortgage Loan for which Bank of America, National Association or Morgan Stanley Mortgage Capital Holdings LLC, as applicable, is
the related Mortgage Loan Seller. Until such time as Bank of America, National Association or Morgan Stanley Mortgage Capital Holdings
LLC, as applicable, provides the Master Servicer with written notice to the contrary, the notice of a defeasance of a Mortgage
Loan with Retained Defeasance Rights and Obligations as to which (i) Bank of America, National Association is the related Mortgage
Loan Seller shall be delivered to Bank of America, National Association, One Bryant Park, NY-100-11-07, New York, New York 10036,
Attention: Director of CMBS Securitization, email: leland.f.bunch@bofa.com, with copies to W. Todd Stillerman, Associate
General Counsel & Director, Bank of America Legal Department, 214 North Tryon Street, 17th Floor, NC1-027-17-05, Charlotte,
North Carolina


 



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28255, email: todd.stillerman@bofa.com, and Hank LaBrun, Cadwalader, Wickersham & Taft LLP, 227 West
Trade Street, Charlotte, North Carolina 28202, email: henry.labrun@cwt.com or (ii) Morgan Stanley Mortgage Capital Holdings
LLC is the related Mortgage Loan Seller shall be delivered to Morgan Stanley Mortgage Capital Holdings LLC, 1585 Broadway, New
York, New York 10036, Attention: Jane Lam (with a copy to Morgan Stanley Mortgage Capital Holdings LLC, 1633 Broadway, 29th Floor,
New York, New York 10019, Attention: Legal Compliance Division, and a copy by email to cmbs_notices@morganstanley.com).
With respect to any Mortgage Loan originated or acquired by Bank of America, National Association or Morgan Stanley Mortgage Capital
Holdings LLC, as applicable, that is subject to defeasance, if the successor borrower is not designated or formed by Bank of America,
National Association or Morgan Stanley Mortgage Capital Holdings LLC, as the case may be, or any Affiliate or successor thereto,
the successor borrower shall be reasonably acceptable to the Master Servicer in accordance with the Servicing Standard.


 


(j)  
     If required under the related Mortgage Loan or Companion Loan documents or if otherwise
consistent with the Servicing Standard, the applicable Master Servicer shall establish and maintain one or more accounts (the
“Defeasance Accounts”), which shall be Eligible Accounts, into which all payments received by such Master
Servicer from any defeasance collateral substituted for any Mortgaged Property shall be deposited and retained, and shall
administer such Defeasance Accounts in accordance with the Mortgage Loan or Companion Loan documents. Notwithstanding the
foregoing, in no event shall the applicable Master Servicer permit such amounts to be maintained in the Defeasance Account
for a period in excess of ninety (90) days, unless such amounts are reinvested by such Master Servicer in “government
securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury
Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed in a separate account, the
applicable Master Servicer shall deposit all payments received by it from defeasance collateral substituted for any Mortgaged
Property into the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion Loan in
advance of its Due Date in accordance with clause (a)(i) of the definition of “Aggregate Available
Funds” and not as a prepayment of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the
contrary, in no event shall the applicable Master Servicer permit such amounts to be maintained in the Collection Account for
a period in excess of three hundred sixty-five (365) days (or three hundred sixty-six (366) days in the case of a leap
year).


 


(k)   
    Notwithstanding anything to the contrary in this Agreement, neither the applicable Master Servicer
nor the applicable Special Servicer, as the case may be, shall, unless it has received Rating Agency Confirmation from each
Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any)
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) (the cost of which
shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise paid out of
general collections) grant or accept any consent, approval or direction regarding the termination of the related property
manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a
Mortgage Loan that (i) is one of the ten (10) largest


 



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Mortgage Loans a by Stated Principal Balance or (ii) has an unpaid principal
balance that is at least equal to 5% of the then-aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(l)   
    Notwithstanding anything to the contrary in this Agreement, in connection with any modification,
waiver, consent or amendment in connection with any release of collateral securing any Mortgage Loan in connection with a
defeasance of such collateral, the applicable Special Servicer shall not approve any such modification, waiver or amendment
or consent thereto without first having received a copy of an Opinion of Counsel addressed to such Special Servicer and the
applicable Master Servicer that such modification, waiver, consent or amendment will not cause an Adverse REMIC Event.


 


(m)       Notwithstanding
any other provisions of this Section 3.18 or Section 3.08, but subject to any related Intercreditor Agreement, the
applicable Master Servicer may, without any Directing Certificateholder’s approval, consent or consultation (except as otherwise
provided below in the definition of applicable Master Servicer Decision), Risk Retention Consultation Party’s consultation
or the Special Servicer’s approval, consent or consultation take any of the following actions with respect to Mortgage Loans
that are not Specially Serviced Loans and any related Serviced Companion Loan (each such action, a “Master Servicer Decision”):
(i) grant waivers of non-material covenant defaults (other than financial covenants) including late (but not waived) financial
statements (except that, other than with respect to any NCB Co-op Mortgage Loan or any Excluded Loan with respect to the Directing
Certificateholder or the holder of the majority of the Controlling Class, and prior to the occurrence and continuance of a Control
Termination Event, the Directing Certificateholder’s consent (or deemed consent) shall be required to grant waivers of more
than three (3) consecutive late deliveries of financial statements); (ii) consents to releases of non-material, non-income producing
parcels of a Mortgaged Property that do not materially affect the use or value of the related Mortgaged Property or the ability
of the related Mortgagor to pay amounts due in respect of the Mortgage Loan as and when due, provided such releases are required
by the related Mortgage Loan documents; (iii) approve or consent to grants of easements or rights of way (including, without limitation,
for utilities, access, parking, public improvements or another purpose) or subordination of the lien of the Mortgage Loan to easements
except that, prior to the occurrence and continuance of a Control Termination Event and other than in the case of any Excluded
Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, the Directing Certificateholder’s
consent (or deemed consent) shall be required to approve or consent to grants of easements or rights of way that materially affect
the use or value of a Mortgaged Property or a Mortgagor’s ability to make payments with respect to the related Mortgage Loan
or any related Companion Loan; (iv) grant other routine approvals, including granting of subordination, non-disturbance and attornment
agreements and consents involving leasing activities, including approval of new leases and amendments to current leases (other
than for ground leases) (provided that, prior to the occurrence and continuance of a Control Termination Event and other
than in the case of any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling
Class, the Directing Certificateholder’s consent (or deemed consent) shall be required for leasing activities that affect
an area greater than or equal to the lesser of (1) 30% of the net rentable area of the improvements at the Mortgaged Property or
(2) 30,000 square feet), including approval of new leases and amendments to current leases; (v) consent to actions and releases
related to condemnation of parcels of a Mortgaged Property (provided that, prior to the occurrence and continuance of a


 



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Control Termination Event and other than in the case of any Excluded Loan with respect to the Directing Certificateholder or the
holder of the majority of the Controlling Class, the Directing Certificateholder’s consent (or deemed consent) shall be required
in connection with any condemnation with respect to a material parcel or a material income producing parcel or any condemnation
that materially affects the use or value of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts
due in respect of the related Mortgage Loan or any related Companion Loan when due); (vi) consent to a change in property management
relating to any Mortgage Loan or any related Companion Loan if the replacement property manager is not a Borrower Party (provided
that, prior to the occurrence and continuance of any Control Termination Event, and other than in the case of any Excluded Loan
with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, and other than with respect
to any NCB Co-op Mortgage Loan, the Directing Certificateholder’s consent (or deemed consent) shall be required for any Mortgage
Loan (including any related Companion Loans) that has an outstanding principal balance equal to or greater than $10,000,000); (vii)
approve annual operating budgets for Mortgage Loans; (viii) consent to any releases or reductions of or withdrawals from (as applicable)
any letters of credit, escrow funds, reserve funds or other additional collateral with respect to any Mortgage Loan, except that
(other than with respect to any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of
the Controlling Class and in all cases only prior to the occurrence and continuance of a Control Termination Event and other than
with respect to any NCB Co-op Mortgage Loan) the Directing Certificateholder’s consent (or deemed consent) shall be required
for earnout or performance reserve releases with respect to the letters of credit, escrow funds, reserve funds and other additional
collateral listed on Schedule 3; (ix) grant any extension or enter into any forbearance with respect to the anticipated
refinancing of a Mortgage Loan or sale of a Mortgaged Property after the related Maturity Date of such Mortgage Loan so long as
(A) such extension or forbearance does not extend beyond 120 days after the related Maturity Date and (B) the related Mortgagor,
on or before the related Maturity Date, has delivered a financing commitment or contract of sale, in either case subject only to
normal closing conditions and reasonably satisfactory in form and substance to the applicable Master Servicer, which provides that
a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days after the date on which
such Balloon Payment will become due; (x) any modification, amendment, consent to a modification or waiver of any term of any Intercreditor
Agreement, except that (other than with respect to any Excluded Loan with respect to the Directing Certificateholder or the holder
of the majority of the Controlling Class and other than amendments to split or resize notes consistent with the terms of such Intercreditor
Agreement) the Directing Certificateholder’s consent shall be required for any such modification to an Intercreditor Agreement
other than during a Control Termination Event, and if any such modification or amendment would adversely impact the applicable
Special Servicer, such modification or amendment will additionally require the consent of the applicable Special Servicer as a
condition to its effectiveness; (xi) any determination of an Acceptable Insurance Default, except that, prior to the occurrence
and continuance of a Control Termination Event and other than in the case of any Excluded Loan with respect to the Directing Certificateholder
or the holder of the majority of the Controlling Class, the Directing Certificateholder’s consent (or deemed consent) shall
be required in accordance with this Agreement for any such determination; (xii) approve or consent to any defeasance of the related
Mortgage Loan or Serviced Companion Loan other than agreeing to (A) a modification of the type of defeasance


 



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collateral required
under the Mortgage Loan or Serviced Whole Loan documents such that defeasance collateral other than direct, non-callable obligations
of the United States would be permitted or (B) a modification that would permit a principal prepayment instead of defeasance if
the Mortgage Loan or Serviced Whole Loan documents do not otherwise permit such principal prepayment; (xiii) [reserved]; (xiv)
any assumption of the Mortgage Loan or transfer of the Mortgaged Property, in each case, that the Mortgage Loan documents allow
without the consent of the lender but subject to satisfaction of conditions specified in the Mortgage Loan documents where no lender
discretion is necessary in order to determine if such conditions are satisfied; (xv) with respect to NCB Co-op Mortgage Loans,
consent to the related Mortgagor incurring subordinate debt secured by the related Mortgaged Property, subject to the satisfaction
of the NCB Subordinate Debt Conditions with respect to such subordinate debt; and (xvi) grant or agree to any other waiver, modification,
amendment and/or consent that does not constitute a Major Decision; provided that (w) any such action would not in any way
affect a payment term of the Certificates, (x) any such action would not constitute a “significant modification” of
such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise cause either
Trust REMIC to fail to qualify as a REMIC for federal income tax purposes (as evidenced by an Opinion of Counsel (at the expense
of the Trust to the extent not reimbursed or paid by the related Mortgagor), to the extent requesting such opinion is consistent
with the Servicing Standard), (y) agreeing to such action would be consistent with the Servicing Standard, and (z) agreeing to
such action would not violate the terms, provisions or limitations of this Agreement or any Intercreditor Agreement; provided,
further, that, with respect to any Serviced AB Whole Loan, the foregoing matters shall not include (and Master Servicer
Decision shall not include) any action that constitutes a “major decision” under the related Intercreditor Agreement.
In the case of any Master Servicer Decision that requires the consent of the Directing Certificateholder, such consent shall be
deemed given if a response to the request for consent is not provided within ten (10) Business Days after receipt of the Master
Servicer’s written recommendation and analysis and all information reasonably requested by the Directing Certificateholder,
and reasonably available to the applicable Master Servicer in order to grant or withhold such consent. In connection with the processing
by the applicable Master Servicer of any Master Servicer Decision that requires the consent of the Directing Certificateholder,
the applicable Master Servicer shall deliver notice thereof to the applicable Special Servicer and, prior to the occurrence and
continuance of a Consultation Termination Event and other than in respect of any Excluded Loan with respect to the Directing Certificateholder
or the holder of the majority of the Controlling Class, to the Directing Certificateholder, except to the extent that the applicable
Special Servicer or the Directing Certificateholder notifies the applicable Master Servicer that it does not desire to receive
copies of such items. The foregoing is intended to be an itemization of actions the applicable Master Servicer may take without
having to obtain the approval of any other party and is not intended to limit the responsibilities of the applicable Master Servicer
hereunder.


 


(n)       No
Master Servicer or Special Servicer shall modify any Mortgage Loan into an AB Modified Loan unless the documents evidencing such
modification provide that all payments on the junior or “B” portion of such AB Modified Loan (including interest, principal
and other amounts) shall only be payable after the point in time at which all interest and principal on the senior or “A”
portion of such AB Modified Loan shall have been paid in full and such senior or “A” portion shall no longer be outstanding;
provided, however, that interest and other amounts in respect of such junior or “B” portion may accrue prior to such
point in time.


 






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(o)       Notwithstanding
anything to the contrary in this Agreement, no Master Servicer or 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 a Mortgage Loan in a manner that would be inconsistent with the allocation and payment priorities
set forth in Section 3.02(b) hereof or in the related Intercreditor Agreement, if any.


 


Section
3.19     Transfer of Servicing Between the Master Servicers and the Special Servicers;
Recordkeeping; Asset Status Report. (a) Upon determining that a Servicing Transfer Event has occurred with respect to any
Serviced Mortgage Loan or Serviced Companion Loan, the applicable Master Servicer or the applicable Special Servicer, as the
case may be, shall promptly give notice to the applicable Master Servicer or the applicable Special Servicer, as the case may
be, the Operating Advisor and the Directing Certificateholder (in the case of the Directing Certificateholder, (i) prior to
the occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan as
to such party) thereof, and the applicable Master Servicer shall deliver the related Mortgage File and Servicing File to the
applicable Special Servicer and concurrently provide a copy of such Servicing File, exclusive of all Privileged
Communications, to the Operating Advisor. The applicable Master Servicer shall use its reasonable efforts to provide the
applicable Special Servicer with all documents and records (including records stored electronically on computer
tapes, magnetic discs and the like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion Loan,
either in the applicable Master Servicer’s possession or otherwise available to such Master Servicer without undue
burden or expense, and reasonably requested by the applicable Special Servicer to enable it to assume its functions hereunder
with respect thereto. Such Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five
(5) Business Days of the occurrence of each related Servicing Transfer Event (or, in the case of clauses (iii), (iv), (viii)
or (ix) of the definition of Servicing Transfer Event, within five (5) Business Days of receiving notice from the
applicable Special Servicer of such Servicing Transfer Event when such Special Servicer makes the determination) and in any
event shall continue to act as Master Servicer and administrator of such Mortgage Loan and, if applicable, the related
Serviced Companion Loan until such Special Servicer has commenced the servicing of such Mortgage Loan and, if applicable, the
related Serviced Companion Loan. The applicable Master Servicer shall deliver to the Trustee, the Certificate Administrator,
the Operating Advisor, the Directing Certificateholder (with respect to the Directing Certificateholder (i) prior to the
occurrence and continuance of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan as to
such party), a copy of the notice of such Servicing Transfer Event provided by the applicable Master Servicer to the
applicable Special Servicer, or by the applicable Special Servicer to the applicable Master Servicer, pursuant to this Section
3.19. Prior to the occurrence and continuance of a Consultation Termination Event, the Certificate Administrator shall
deliver to each Controlling Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the
applicable Master Servicer pursuant to this Section 3.19.


 


Upon determining that
a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three (3) consecutive Periodic
Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the applicable
Special Servicer, and (ii) for such purposes taking into account any modification or


 



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amendment of such Mortgage Loan and, if applicable,
the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the applicable Special
Servicer shall immediately give notice thereof to the applicable Master Servicer, the Operating Advisor, the related Serviced Companion
Noteholder (unless with respect to an AB Subordinate Companion Loan an AB Control Appraisal Period has occurred) and the Directing
Certificateholder (with respect to the Directing Certificateholder, (i) prior to the occurrence and continuance of a Consultation
Termination Event and (ii) other than with respect to any Excluded Loan as to such party) and shall return the related Mortgage
File and Servicing File to the applicable Master Servicer (or copies thereof if copies only were delivered to the applicable Special
Servicer) and upon giving such notice, and returning such Mortgage File and Servicing File to such Master Servicer, such Special
Servicer’s obligation to service such Corrected Loan shall terminate and the obligations of such Master Servicer to service
and administer such Mortgage Loan and, if applicable, the related Companion Loan shall recommence.


 


(b)       In
servicing any Specially Serviced Loans and Serviced Companion Loans, the applicable Special Servicer will provide to the Custodian
originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File
to the extent within its possession (with a copy of each such original to the applicable Master Servicer), and provide the applicable
Master Servicer with copies of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence
with the related Mortgagor.


 


(c)       Notwithstanding
the provisions of Section 3.12(c), the applicable Master Servicer shall maintain ongoing payment records with respect to
each of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a Non-Serviced Mortgage
Loan) and shall provide the applicable Special Servicer with any information in its possession with respect to such records to
enable such Special Servicer to perform its duties under this Agreement; provided that this statement shall not be construed
to require such Master Servicer to produce any additional reports.


 


(d)       No
later than sixty (60) days after a Servicing Transfer Event for a Serviced Mortgage Loan and, if applicable, the related Companion
Loan, the applicable Special Servicer shall deliver in electronic format a report (the “Asset Status Report”)
with respect to such Mortgage Loan and related Companion Loan, if applicable, and the related Mortgaged Property to the applicable
Master Servicer, the Directing Certificateholder (but with respect to the Directing Certificateholder, only in respect of any Mortgage
Loan other than (A) any Excluded Loan as to such party or (B) any Serviced AB Whole Loan prior to the occurrence of an AB Control
Appraisal Period, and in any event prior to the occurrence and continuance of a Consultation Termination Event), any related Subordinate
Companion Holder prior to an AB Control Appraisal Period with respect to any Serviced AB Whole Loan, the Risk Retention Consultation
Party (but only with respect to any Mortgage Loan other than an Excluded Loan as to such party), the Operating Advisor (but, other
than with respect to an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling
Class, only after the occurrence and during the continuance of a Control Termination Event and, with respect to any Serviced AB
Whole Loan, only to the extent that such Whole Loan is subject to an AB Control Appraisal Period) and the 17g-5 Information Provider
(which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c))


 



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and, with respect to any related Serviced Companion Loan, to the related Companion Holder or, to the extent the related Serviced
Companion Loan has been included in an Other Securitization, to the applicable master servicer of such Other Securitization into
which the related Serviced Companion Loan has been sold; the Special Servicer shall also deliver a summary of each Final Asset
Status Report to the Certificate Administrator and the Certificate Administrator shall post the summary of the Final Asset Status
Report to the Certificate Administrator’s Website. The applicable 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 Directing Certificateholder 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 applicable Special Servicer. For the avoidance
of doubt, no Master Servicer shall make any Asset Status Reports available to any Certificateholders 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.
Further, the Certificate Administrator shall not request any Asset Status Report or Final Asset Status Report from either Master
Servicer. Such Asset Status Report shall set forth the following information to the extent reasonably determinable based on the
information that was delivered to the applicable Special Servicer in connection with the transfer of servicing pursuant to the
Servicing Transfer Event:


 


(i)      
 a summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


(ii)   
    a discussion of the legal and environmental considerations reasonably known to the applicable Special
Servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the
enforcement of any related guaranties or other collateral for the related Mortgage Loan (and any related Serviced Companion
Loan) and whether outside legal counsel has been retained;


 


(iii)       the
most current rent roll (or with respect to residential cooperative properties, maintenance schedule), and income or operating statement
available for the related Mortgaged Property;


 


(iv)       (A)
the applicable Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status
(including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the applicable
Master Servicer for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property),
(B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered
by the applicable Special Servicer in connection with the proposed or taken actions;


 


(v)       the
status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts
and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under
the related Mortgage Loan or Serviced Whole Loan;


 






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(vi)      a
description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease,
if applicable) or franchise agreement;


 


(vii)     the
decision that the applicable Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth
such Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(viii)    an
analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis
than not taking such action, setting forth (x) the basis on which the applicable Special Servicer made such determination and (y)
the net present value calculation and all related assumptions;


 


(ix)       the
appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together
with a description of any adjustments to the valuation of such Mortgaged Property made by the applicable Special Servicer together
with an explanation of those adjustments; and


 


(x)       such
other information as the applicable Special Servicer deems relevant in light of the Servicing Standard.


 


If within ten (10) Business
Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status Report in writing
or if the applicable Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by
the Directing Certificateholder (communicated to the applicable Special Servicer within ten (10) Business Days) is not in the best
interest of all the Certificateholders and the holder of any related Companion Loan, as a collective whole (taking into account
the pari passu or subordinate nature of any Companion Loan), the applicable Special Servicer shall implement the recommended
action as outlined in such Asset Status Report; provided, however, that the applicable Special Servicer may not take
any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable Mortgage Loan documents. If,
with respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the Holder of
the majority of the Controlling Class, prior to the occurrence and continuance of any Control Termination Event, the Directing
Certificateholder disapproves such Asset Status Report within ten (10) Business Days of receipt and the applicable Special Servicer
has not made the affirmative determination described above, the applicable Special Servicer shall revise such Asset Status Report
and deliver a new Asset Status Report as soon as practicable, but in no event later than thirty (30) days after such disapproval,
to the applicable Master Servicer, the Directing Certificateholder (prior to the occurrence and continuance of a Consultation Termination
Event and, in the case of a Serviced AB Whole Loan, only prior to the occurrence and continuance of a Consultation Termination
Event and during an AB Control Appraisal Period with respect to the related AB Subordinate Companion Loan), the Operating Advisor
(but only after the occurrence and during the continuance of a Control Termination Event) and the 17g-5 Information Provider (which
shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)). With
respect to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority
of the Controlling Class, prior to the occurrence and continuance of any Control Termination Event, the


 



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applicable Special Servicer
shall revise such Asset Status Report as described above in this Section 3.19(d) until the Directing Certificateholder shall
fail to disapprove such revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status
Report or until the applicable Special Servicer makes a determination, in accordance with the Servicing Standard, that the disapproval
is not in the best interests of the Certificateholders and the holder of any related Companion Loan, as a collective whole (taking
into account the pari passu or subordinate nature of any Companion Loan); provided that, if the Directing Certificateholder
has not approved the Asset Status Report for a period of sixty (60) Business Days following the first submission of an Asset Status
Report, the applicable Special Servicer, prior to the occurrence and continuance of a Control Termination Event, shall act pursuant
to the Directing Certificateholder’s direction, if consistent with the Servicing Standard, and after the occurrence and continuance
of a Control Termination Event, may act upon the most recently submitted form of Asset Status Report, if consistent with the Servicing
Standard; provided, however, that such Asset Status Report does not, and is not intended to be, a substitute for
the approvals that are specifically required pursuant to Section 6.08. Each Special Servicer may, from time to time, modify
any Asset Status Report it has previously delivered and implement such report; provided that such report shall have been
prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d). Notwithstanding anything herein to the
contrary, with respect to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the
Controlling Class (regardless of whether a Control Termination Event has occurred and is continuing), the applicable Special Servicer
shall consult with the Operating Advisor, on a non-binding basis, in connection with an Asset Status Report for an Excluded Loan
with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class that includes a Major Decision
and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set
forth in Section 6.08 for consulting with the Operating Advisor.


 


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


 


Prior to the occurrence
and continuance of a Control Termination Event, the Special Servicer shall deliver each Final Asset Status Report to the Operating
Advisor promptly following the approval or deemed approval of the Directing Certificateholder.


 






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If a Control Termination
Event has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, if both a Control Termination Event has occurred
and is continuing and an AB Control Appraisal Period is in effect), the applicable Special Servicer shall promptly deliver each
Asset Status Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and the Directing Certificateholder
(if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan as
to such party)). The Operating Advisor shall provide comments to the applicable Special Servicer in respect of the Asset Status
Report, if any, within ten (10) Business Days following the later of (i) receipt of such Asset Status Report or (ii) receipt of
such additional information reasonably requested by the Operating Advisor related thereto, and propose possible alternative courses
of action to the extent it determines such alternatives to be in the best interest of the Certificateholders (including any Certificateholders
that are holders of the Control Eligible Certificates), as a collective whole. The applicable Special Servicer shall consider such
alternative courses of action and any other feedback provided by the Operating Advisor (and the Directing Certificateholder (in
each case, if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded
Loan as to such party or a Non-Serviced Mortgage Loan)) in connection with the applicable Special Servicer’s preparation
of any Asset Status Report. The applicable Special Servicer may revise the Asset Status Report as it deems necessary to take into
account any input and/or comments from the Operating Advisor (and the Directing Certificateholder (if no Consultation Termination
Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan as to such party)), to the extent
the applicable Special Servicer determines that the Operating Advisor’s and/or Directing Certificateholder’s input
and/or recommendations are consistent with the Servicing Standard and in the best interest of the Certificateholders as a collective
whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders and the holders of the related Companion
Loan, as a collective whole (taking into account the pari passu or subordinate nature of such Companion Loan)). Promptly upon determining
whether or not to revise any Asset Status Report to take into account any input and/or comments from the Operating Advisor or the
Directing Certificateholder, the applicable Special Servicer shall revise the Asset Status Report, if applicable, and deliver to
the Operating Advisor and the Directing Certificateholder the revised Asset Status Report (until a Final Asset Status Report is
issued).


 


After the occurrence
and during the continuance of a Control Termination Event (and at any time with respect to any Excluded Loan with respect to the
Directing Certificateholder or the Holder of the majority of the Controlling Class), the Directing Certificateholder shall have
no right to consent to any Asset Status Report under this Section 3.19. After the occurrence and during the continuance
of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder
(except with respect to any Excluded Loan as to such party or any Serviced AB Whole Loan prior to the occurrence and continuance
of an AB Control Appraisal Period) and the Operating Advisor shall consult with the applicable Special Servicer and propose alternative
courses of action and provide other feedback in respect of any Asset Status Report. The Directing Certificateholder (other than
in its capacity as a Certificateholder) (in each case, after the occurrence and during the continuance of a Consultation Termination
Event (and at any time with respect to any Excluded Loan as to such party)), shall have no right to receive any Asset Status Report
or otherwise consult with the applicable Special Servicer with respect to Asset Status Reports and the applicable Special Servicer
shall only be obligated to consult with the


 



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Operating Advisor with respect to any Asset Status Report as described above. The applicable
Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing
Standard to take into account any input and/or recommendations of the Operating Advisor or the Directing Certificateholder during
the applicable periods described above, but is under no obligation to follow any particular recommendation of the Operating Advisor
or the Directing Certificateholder.


 


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


 


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


 


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


 


(f)      
 Prior to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following
the establishment of a Final Asset Status Report with respect to any Specially Serviced Loan, the applicable Special Servicer
shall deliver in electronic format to the Directing Certificateholder (other than with respect to any Excluded Loan as to
such party) a draft notice that will include a draft summary of the Final Asset Status Report (which briefly summarizes such
Final Asset Status Report, but shall not include any Privileged Information) (and shall deliver each Asset Status Report with
respect to a Serviced AB Mortgage Loan prior to the occurrence and continuance of an AB Control Appraisal Period (to the
extent approved by the related AB Whole Loan Controlling Holder), to the Directing Certificateholder). With respect to any
Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of
the Controlling Class, if, prior to the occurrence and continuance of a Control Termination Event, within five (5) Business
Days of receipt of such draft summary, the Directing Certificateholder approves of, or does not disapprove of such draft
summary, then the applicable Special Servicer shall deliver in electronic format such notice and summary of the Final Asset
Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section
3.13(b).


 



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If the Directing Certificateholder affirmatively disapproves of such summary in writing,
then within two (2) Business Days of receipt of such disapproval, the applicable Special Servicer shall revise the summary and
deliver such new summary to the Directing Certificateholder until the Directing Certificateholder approves such draft summary;
provided, however, that if the Directing Certificateholder has not approved of the draft summary of the Final Asset
Status Report within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset Status Report, then the
most recent draft summary of the Final Asset Status Report delivered by the applicable Special Servicer prior to such twentieth
(20th) Business Day shall be deemed to be the final summary of the Final Asset Status Report; provided, further,
however, that if at any time the applicable Special Servicer determines that any affirmative disapproval of such draft summary
by the Directing Certificateholder is not in the best interest of all the Certificateholders and the holder of any related Companion
Loan, as a collective whole (taking into account the pari passu or subordinate nature of any Companion Loan), pursuant to
the Servicing Standard, the applicable Special Servicer shall deliver in electronic format such notice and summary of the Final
Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section
3.13(b) notwithstanding such disapproval. The applicable Special Servicer shall promptly deliver (but in any event no later
than two (2) Business Days following its completion) a copy of each Final Asset Status Report to the Operating Advisor. The applicable
Special Servicer shall prepare a summary of any Final Asset Status Report related to any Serviced AB Whole Loan for which the related
holder of an AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, which Final Asset Status Report has
been approved or deemed approved by the holder of the related AB Subordinate Companion Loan in accordance with the related Intercreditor
Agreement (to the extent such Intercreditor Agreement requires such approval or deemed approval), and deliver in electronic format
notice of such Final Asset Status Report and the summary of such Final Asset Status Report to the Certificate Administrator for
posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).


 


(g)       No
provision of this Section 3.19 shall require a Special Servicer to take or to refrain from taking any action because of
any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.


 


Section
3.20     Sub-Servicing Agreements. (a) Each Master Servicer and each Special Servicer may
enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of its respective
obligations hereunder; provided that the Sub-Servicing Agreement as amended or modified: (i) is consistent with this
Agreement in all material respects and requires the Sub-Servicer to comply with all of the applicable conditions of this
Agreement; (ii) provides that if the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall
for any reason no longer act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination
Event), the Trustee or its designee shall thereupon assume all of the rights and, except to the extent they arose prior to
the date of assumption, obligations of such party under such agreement, or, alternatively, may act in accordance with Section
7.02 under the circumstances described therein (subject to Section 3.20(g)); (iii) provides that the Trustee (for
the benefit of the Certificateholders and the related Companion Holder (if applicable)) and the Trustee (as holder of the
Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that (except to the
extent the Trustee or its designee assumes the obligations of such party thereunder as


 



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contemplated by the immediately preceding clause (ii)) none of the Trust,
the Trustee, the Operating Advisor, the Certificate Administrator, the Master Servicers or Special Servicers, as applicable, (other
than the applicable Master Servicer or applicable Special Servicer that enters into such Sub-Servicing Agreement) any successor
master servicer or successor special servicer or any Certificateholder (or the related Companion Holder, if applicable) shall have
any duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (iv) permits any purchaser of a Mortgage Loan
pursuant to this Agreement to terminate such Sub-Servicing Agreement with respect to such purchased Mortgage Loan at its option
and without penalty; provided, however, that the Initial Sub-Servicing Agreements may only be terminated by the Trustee
or its designees as contemplated by Section 3.20(g) and in such additional manner and by such other Persons as is provided
in such Sub-Servicing Agreement; (v) does not permit the Sub-Servicer any direct rights of indemnification that may be satisfied
out of assets of the Trust except through the applicable Master Servicer or the applicable Special Servicer, as the case may be,
if and only to the extent provided pursuant to Section 6.04; (vi) does not permit the Sub-Servicer to modify any Mortgage
Loan unless and to the extent the applicable Master Servicer or the applicable Special Servicer, as the case may be, is permitted
hereunder to modify such Mortgage Loan; (vii) does not permit the Sub-Servicer to take any action constituting a Major Decision
without the consent of the applicable Master Servicer or the applicable Special Servicer, as applicable (which consent shall not
be granted except in accordance with Section 6.08); (viii) with respect to any Sub-Servicing Agreement entered into after
the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, such Sub-Servicer, at the
time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party and (ix) provides that the Sub-Servicer shall
be in default under the related Sub-Servicing Agreement and such Sub-Servicing Agreement shall be terminated (following the expiration
of any applicable grace period) if the Sub-Servicer fails (A) to deliver by the due date any Exchange Act reporting items required
to be delivered to the applicable Master Servicer, the Certificate Administrator or the Depositor under Article XI or under
the Sub-Servicing Agreement or to the applicable master servicer under any other pooling and servicing agreement that the Depositor
is a party to, or (B) to perform in any material respect any of its covenants or obligations contained in the Sub-Servicing Agreement
regarding creating, obtaining or delivering any Exchange Act reporting items required for any party to this Agreement to perform
its obligations under Article XI or under the Exchange Act reporting items required under any other pooling and servicing
agreement that the Depositor is a party to. Any successor master servicer or successor special servicer, as applicable, hereunder
shall, upon becoming a successor master servicer or successor special servicer, as applicable, be assigned and may assume any Sub-Servicing
Agreements from the applicable predecessor Master Servicer or Special Servicer, as the case may be (subject to Section 3.20(g)).
In addition, each Sub-Servicing Agreement entered into by the applicable Master Servicer may but need not provide that the obligations
of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced thereunder at the time such Mortgage Loan
becomes a Specially Serviced Loan; provided, however, that the Sub-Servicing Agreement may provide (if the Sub-Servicing
Agreement provides for Advances by the Sub-Servicer, although it need not so provide) that the Sub-Servicer will continue to make
all Advances and calculations and prepare all reports required under the Sub-Servicing Agreement with respect to Specially Serviced
Loans and continue to collect its Primary Servicing Fees as if no Servicing Transfer Event had occurred and with respect to REO
Properties (and the related REO Loans) as if no REO Acquisition had


 



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occurred and to render such incidental services with respect
to such Specially Serviced Loans and REO Properties as are specifically provided for in such Sub-Servicing Agreement. The applicable
Master Servicer or applicable Special Servicer, as the case may be, shall deliver to the Trustee copies of all Sub-Servicing Agreements,
and any amendments thereto and modifications thereof, entered into by it, in each case promptly upon its execution and delivery
of such documents. References in this Agreement to actions taken or to be taken by the applicable Master Servicer include actions
taken or to be taken by a Sub-Servicer on behalf of each Master Servicer; and, in connection therewith, all amounts advanced by
any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) to
satisfy the obligations of the applicable Master Servicer hereunder to make Advances shall be deemed to have been advanced by the
applicable Master Servicer out of its own funds and, accordingly, in such event, such Advances shall be recoverable by such Sub-Servicer
in the same manner and out of the same funds as if such Sub-Servicer were the applicable Master Servicer, and, for so long as they
are outstanding, such Advances shall accrue interest in accordance with Section 3.03(d), such interest to be allocable between
the applicable Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the terms of the Sub-Servicing
Agreement. For purposes of this Agreement, each Master Servicer shall be deemed to have received any payment when a Sub-Servicer
retained by it receives such payment. The applicable Master Servicer or the applicable Special Servicer, as the case may be, shall
notify the applicable Master Servicer or the applicable Special Servicer, as the case may be, the Trustee and the Depositor (and
such Special Servicer shall notify the Operating Advisor) in writing promptly of the appointment by it of any Sub-Servicer, except
that a Master Servicer need not provide such notice as to the Initial Sub-Servicing Agreements.


 


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


 


(c)       As
part of its servicing activities hereunder, the applicable Master Servicer and the applicable Special Servicer for the benefit
of the Trustee and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the
performance and enforce the obligations of each of its Sub-Servicers under the related Sub-Servicing Agreement, except that the
applicable Master Servicer shall be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the
requirements of Article XI. 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. The applicable Master
Servicer shall have the right to remove a Sub-Servicer retained by it pursuant to the terms of the related Sub-Servicing Agreement.


 


(d)       In
the event the Trustee or its designee becomes a successor master servicer and assumes the rights and obligations of a Master Servicer
under any Sub-Servicing Agreement, the applicable Master Servicer, at its expense, shall deliver to the assuming party all documents
and records relating to such Sub-Servicing Agreement and the Mortgage Loans and,


 



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if applicable, the Companion Loans then being
serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise use reasonable efforts
to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e) 
      Notwithstanding the provisions of any Sub-Servicing Agreement and this Section
3.20, except to the extent provided in Article XI with respect to the obligations of any Sub-Servicer that is an
Initial Sub-Servicer, the applicable Master Servicer shall remain obligated and responsible to the Trustee, the applicable
Special Servicer, holders of the Companion Loans serviced hereunder and the Certificateholders for the performance of its
obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same
terms and conditions as if it alone were servicing and administering the Mortgage Loans for which it is responsible, and the
applicable Master Servicer shall pay the fees of any Sub-Servicer thereunder as and when due from its own funds. In no event
shall the Trust bear any termination fee required to be paid to any Sub-Servicer as a result of such Sub-Servicer’s
termination under any Sub-Servicing Agreement.


 


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


 


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


 


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


 


(i)  
     Notwithstanding any other provision of this Agreement, no Special Servicer shall enter into any
Sub-Servicing Agreement that provides for the performance by third


 



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parties of any or all of its obligations herein, without, prior to the occurrence and continuance of any Control Termination
Event and other than with respect to any Mortgage Loan that is an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class, the consent of the Directing Certificateholder, except to the extent necessary
for the applicable Special Servicer to comply with applicable regulatory requirements.


 


Section
3.21     Interest Reserve Account. (a)       On the
P&I Advance Date occurring in each February or in any January that occurs in a year that is not a leap year (in each
case, unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect of the
Actual/360 Mortgage Loans, shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest
on the Stated Principal Balance of the Actual/360 Mortgage Loans as of the Distribution Date occurring in the month preceding
the month in which the P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or
P&I Advance is made in respect thereof (all amounts so deposited in any consecutive February and January,
“Withheld Amounts”).


 


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


 


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


 


Section
3.23     Controlling Class Certificateholders, Directing Certificateholder and the Risk Retention
Consultation Party; Certain Rights and Powers of Directing Certificateholder and the Risk Retention Consultation Party.
(a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to
provide its name and address to the Certificate Administrator and to notify the applicable Master Servicer, the Certificate
Administrator, the applicable Special Servicer and the Operating Advisor of the transfer of any Certificate of a Controlling
Class by delivering a notice to each such Person substantially in the form of Exhibit MM attached hereto, the
selection of a Directing Certificateholder or the resignation or removal thereof. The Directing Certificateholder (other than
the Loan-Specific Directing Certificateholder) is hereby deemed to have agreed by virtue of its purchase of a Certificate to
notify the applicable Master Servicer, the applicable Special


 



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Servicer,
the Certificate Administrator, the Trustee and the Operating Advisor when such Certificateholder is appointed Directing Certificateholder
and when it is removed or resigns. To the extent there is only one Controlling Class Certificateholder and it is also the General
Special Servicer, it shall be the Directing Certificateholder.


 


On the Closing Date,
the initial Directing Certificateholder (other than the Loan-Specific Directing Certificateholder) shall execute a certification
substantially in the form of Exhibit P-1G to this Agreement. Upon the resignation or removal of the existing Directing Certificateholder
(other than the Loan-Specific Directing Certificateholder), any successor directing certificateholder shall deliver to the parties
to this Agreement a certification substantially in the form of Exhibit P-1G to this Agreement prior to being recognized
as the new Directing Certificateholder.


 


On the Closing Date,
the initial Risk Retention Consultation Party shall execute a certification substantially in the form of Exhibit P-1H to
this Agreement. Upon the resignation or removal of the existing Risk Retention Consultation Party, any successor Risk Retention
Consultation Party shall deliver to the parties to this Agreement a certification substantially in the form of Exhibit P-1H
to this Agreement prior to being recognized as the new Risk Retention Consultation Party.


 


(b)       Once
a Directing Certificateholder has been selected, each of the Master Servicers, the Special Servicers, the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder,
by Certificate Balance, or the Directing Certificateholder shall have notified the applicable Master Servicer, the applicable Special
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder,
in writing, of the resignation of the Directing Certificateholder or the selection of a new Directing Certificateholder. In the
event that (i) the applicable Master Servicer, the Certificate Administrator, the applicable Special Servicer, the Trustee or the
Operating Advisor receives written notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder
is no longer designated and (ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of
the Controlling Class (or a representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition
of “Directing Certificateholder”, then the Controlling Class Certificateholder that owns the largest aggregate
Certificate Balance of the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator
and notify the applicable Master Servicer, the Certificate Administrator, the applicable Special Servicer, the Trustee and the
Operating Advisor that it is the new Directing Certificateholder; provided that the applicable Master Servicer, the Certificate
Administrator, the applicable Special Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the written
notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate Certificate Balance
of the Controlling Class without independently verifying that such Controlling Class Certificateholder actually owns the largest
aggregate Certificate Balance of the Controlling Class. The foregoing provisions shall not be applicable to the Directing Certificateholder
that is a Loan-Specific Directing Certificateholder. Additionally, once a Risk Retention Consultation Party has been selected,
each of the Master Servicers, the Special Servicers, the Depositor, the


 



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Trustee, the Certificate Administrator, the Operating Advisor
and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless the Holders
of the RR Interest entitled to appoint the Risk Retention Consultation Party, by Certificate Balance, or such Risk Retention Consultation
Party shall have notified the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Operating
Advisor and each other Holder of the RR Interest, in writing, of the selection of a new Risk Retention Consultation Party.


 


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


 


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


 


(e)       Upon
request, the Certificate Administrator shall deliver to the Depositor, Trustee, the Special Servicers, the Operating Advisor, the
Master Servicers and, prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder,
a list of each Controlling Class Certificateholder as reflected in the Certificate Register, including names and addresses. In
addition to the foregoing, within five (5) Business Days of receiving notice of the selection of a new Directing Certificateholder
or Risk Retention Consultation Party or the existence of a new Controlling Class Certificateholder, the Certificate Administrator
shall notify the Trustee, the Operating Advisor, the applicable Master Servicer and the applicable Special Servicer. Notwithstanding
the foregoing, (a) Eightfold Real Estate Capital, L.P. shall be the initial Directing Certificateholder and shall remain so until
a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs and is continuing,
and (b) Bank of America, National Association shall be the initial Risk Retention Consultation Party and shall remain so until
a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event occurs and is continuing.


 


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


 


(f)       If
the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator
shall notify the related


 



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Certificateholders of such Class (through the Depository) of the Class becoming the Controlling Class.


 


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


 


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


 


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


 


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


 






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(j)       With
respect to a Serviced Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan,
the related Serviced Whole Loan Controlling Holder shall exercise such rights in accordance with the related Intercreditor Agreement.


 


(k)       The
Certificate Registrar shall determine which Class of Certificates is the then-current Controlling Class within two (2) Business
Days of a request from the applicable Master Servicer, the applicable Special Servicer, Certificate Administrator, Trustee, or
any Certificateholder and provide such information to the requesting party.


 


(l)       At
any time that the Controlling Class Certificateholder is the Holder of a majority of the Class F Certificates and the Class F Certificates
are the Controlling Class, such Controlling Class Certificateholder may waive its right (a) to appoint the Directing Certificateholder
and (b) to exercise any of the Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered
to the Depositor, the Certificate Administrator (which shall be via email to trustadministrationgroup@wellsfargo.com), the
Master Servicers, the Special Servicers and the Operating Advisor. Notwithstanding anything to the contrary contained herein, during
such time as a Control Termination Event or Consultation Termination Event is in existence solely as a result of the operation
of clause (ii) of the definition of Control Termination Event and clause (ii) of the definition of Consultation Termination
Event, such Control Termination Event or Consultation Termination Event shall be deemed to no longer be in existence and have not
occurred with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its
right to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a portion of its
interest in the Class F Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving
effect to such transfer (the “Non-Waiving Successor”). Following any such sale or transfer, the Non-Waiving
Successor shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint
a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder) without regard to any prior
waiver by the predecessor Controlling Class Certificateholder. The Non-Waiving Successor shall also have the right to irrevocably
waive its right to appoint the Directing Certificateholder and to exercise any of the rights of the Controlling Class Certificateholder.
The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class Certificateholder. No
Non-Waiving Successor described above shall have any consent rights with respect to any Mortgage Loan that became a Specially Serviced
Loan prior to the sale or transfer of the Class F Certificates to the Non-Waiving Successor and had not also become a Corrected
Loan prior to such sale or transfer until such time as such Mortgage Loan becomes a Corrected Loan.


 


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


 



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or (ii) any Consultation Termination Event. Upon
the Certificate Administrator’s determination that a Control Termination Event or a Consultation Termination Event has occurred
or is terminated, the Certificate Administrator shall, within ten (10) Business Days, post a “special notice” on the
Certificate Administrator’s Website pursuant to this provision.


 


In the event that a Control
Termination Event has occurred pursuant to clause (i) of the definition thereof, such special notice shall state “A Control
Termination Event has occurred due to the reduction of the Certificate Balance of the Class F Certificates to less than 25% of
the aggregate Original Certificate Balance thereof, with regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


In the event that a Consultation
Termination Event has occurred pursuant to clause (i) of the definition thereof, such special notice shall state “A Consultation
Termination Event has occurred due to the reduction of the Certificate Balance of the Class F Certificates to less than 25% of
the aggregate Original Certificate Balance thereof, without regard to the application of any Cumulative Appraisal Reduction Amounts.”


 


In the event that a Control
Termination Event or Consultation Termination Event has occurred pursuant to clause (ii) of the definition of each of such terms,
such special notice shall state “A Control Termination Event and a Consultation Termination Event has occurred due to the
irrevocable waiver by the applicable Controlling Class Certificateholder of its rights as Controlling Class Certificateholder.”


 


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


 


In the event of any transfer
of a Class F Certificate, and upon notice to the Certificate Administrator in the form of Exhibit MM that results in a termination
of a Control Termination Event or a Consultation Termination Event, such “special notice” shall state: “A Consultation
Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority
interest of the Controlling Class Certificates to an unaffiliated third party which has terminated any waiver by the prior Holder.”


 


The Directing Certificateholder
shall not have any consent or consultation rights with respect to any Mortgage Loan determined to be an Excluded Loan as to either
the Directing Certificateholder or the Holder of the majority of the Controlling Class. Notwithstanding the proviso to each of
the definitions of “Control Termination Event” and “Consultation Termination Event”, in either such case,
in respect of the servicing of any such Excluded Loan, a Control Termination Event and a Consultation Termination Event will each
be deemed to have occurred with respect to any such Excluded Loan.


 






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The Risk Retention Consultation
Party shall not have any consultation rights with respect to any Mortgage Loan determined to be an Excluded Loan as to either such
Risk Retention Consultation Party or the Holder of the majority of the RR Interest.


 


Section 3.24      Intercreditor
Agreements. (a) Each Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan being serviced
under this Agreement and each Mortgage Loan with mezzanine debt is subject to the terms and provisions of the related Intercreditor
Agreement and each agrees to service each such Serviced Whole Loan, and each Mortgage Loan with mezzanine debt, in accordance
with the related Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating
reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the
provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall govern. Notwithstanding
anything contrary in this Agreement, each of the Master Servicers and Special Servicers agrees not to take any action with respect
to a Serviced Whole Loan, or a Mortgage Loan with mezzanine debt, or the related Mortgaged Property without the prior consent
of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor Agreement provides
that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action. Each of the
Master Servicers and Special Servicers acknowledges and agrees that each Companion Holder and each mezzanine lender or its respective
designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related
Intercreditor Agreement to the extent provided for therein. Each Master Servicer and each Special Servicer further acknowledges
and agrees that any AB Whole Loan Controlling Holder will have the right to replace the applicable Special Servicer solely with
respect to the related Serviced AB Whole Loan, to the extent provided for herein and in the related Intercreditor Agreement.


 


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


 






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a new Risk Retention Consultation Party unless the Certificate Administrator has delivered
notice to such Master Servicer or such Special Servicer, as applicable, as required under Section 3.23(e) or such Master
Servicer or such Special Servicer, as applicable, have actual knowledge of the identity and contact information of a new Directing
Certificateholder, a new Controlling Class Certificateholder or a new Risk Retention Consultation Party.


 


(c)          
No direction or disapproval of the Companion Holders or any mezzanine lender shall (a) require or cause the applicable
Master Servicer or the applicable Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan, applicable
law or any provision of this Agreement, including such Master Servicer’s or such Special Servicer’s obligation to act
in accordance with the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the grantor trust status of
the Grantor Trust, (b) result in the imposition of a “prohibited transaction” or “prohibited contribution”
tax under the REMIC Provisions or (c) materially expand the scope of the applicable Special Servicer’s, Trustee’s,
the Certificate Administrator’s or the applicable Master Servicer’s responsibilities under this Agreement.


 


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


 


(e)           
Notwithstanding anything in this Agreement to the contrary, the applicable Special Servicer shall be required (i) to
provide copies of any notice, information and report that it is required to provide to the Controlling Class Certificateholder
pursuant to this Agreement with respect to any Major Decisions or the implementation of any recommended actions outlined in an
Asset Status Report relating to a Serviced Whole Loan to the related Companion Holder, within the same time frame it is required
to provide to the Controlling Class Certificateholder (for this purpose, without regard to whether such items are actually required
to be provided to the Controlling Class Certificateholder under this Agreement due to the occurrence and continuance of a Control
Termination Event or the occurrence and continuance of a Consultation Termination Event) and (ii) to consult with any related
Companion Holder on a strictly non-binding basis, to the extent having received such notices, information and reports, such related
Companion Holder


 






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requests consultation with respect to any such Major Decisions or the implementation of any recommended actions
outlined in an Asset Status Report relating to a Serviced Whole Loan, and consider alternative actions recommended by such related
Companion Holder; provided that after the expiration of a period of ten (10) Business Days from the delivery to such related
Companion Holder by the applicable Special Servicer of written notice of a proposed action, together with copies of the notice,
information and report required to be provided to the Controlling Class Certificateholder, the applicable Special Servicer shall
no longer be obligated to consult with such related Companion Holder, whether or not such related Companion Holder has responded
within such ten (10) Business Day period (unless, such Special Servicer proposes a new course of action that is materially different
from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date
of such proposal and delivery of all information relating thereto). Notwithstanding the consultation rights of the related Companion
Holder set forth in the immediately preceding sentence, such Special Servicer may make any Major Decision or take any action set
forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if such Special Servicer
determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders and the related
Companion Holder. In no event shall the applicable Special Servicer be obligated at any time to follow or take any alternative
actions recommended by the related Companion Holder.


 


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


 


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


 


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


 


Section 3.25     
Rating Agency Confirmation. (a) Notwithstanding the terms of any related Mortgage Loan documents or other provisions
of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation as a condition
precedent to such action, if the party (the “RAC Requesting Party”) required to obtain such Rating Agency Confirmation
from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business
Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, such


 






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Rating
Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing
such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall be required to confirm
(through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website) that the
applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related
Rating Agency Confirmation again (which may be through direct communication). The circumstances described in the preceding sentence
are referred to in this Agreement as a “RAC No-Response Scenario.” Once the RAC Requesting Party has sent
a request for a Rating Agency Confirmation to the 17g-5 Information Provider, such RAC Requesting Party may, but shall not
be obligated to send such request directly to the Rating Agencies in accordance with the procedures set forth in Section 13.10(d).


 


If there is no response
to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario
or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving
the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring
such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage
Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be
deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency and the applicable Master Servicer
or the applicable Special Servicer, as the case may be, may then take such action if the applicable Master Servicer or the applicable
Special Servicer, as the case may be, confirms its original determination (made prior to making such request) that taking the action
with respect to which it requested the Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with
respect to a replacement of the applicable Master Servicer or the applicable Special Servicer, such condition shall be deemed not
to apply (as if such requirement did not exist) if (i) the applicable replacement master servicer or special servicer is listed
on S&P’s Select Servicer List as a “U.S. Commercial Mortgage Master Servicer” or “U.S. Commercial Mortgage
Special Servicer,” as applicable, if S&P is the non-responding Rating Agency, (ii) the applicable replacement master
servicer or special servicer is rated at least “CMS3” (in the case of the replacement master servicer) or “CSS3”
(in the case of the replacement special servicer), if Fitch is the non-responding Rating Agency or (iii) DBRS has not publicly
cited servicing concerns with respect to the applicable replacement master servicer or special servicer as the sole or a material
factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in any other CMBS transaction serviced by such replacement master servicer
or special servicer prior to the time of determination, if DBRS is the non-responding Rating Agency.


 


Any Rating Agency Confirmation
request made by the Master Servicers, Special Servicers, Certificate Administrator or Trustee, as applicable, pursuant to this
Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation
request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating
Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information
Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 






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Promptly following the
applicable Master Servicer’s or the applicable Special Servicer’s determination to take any action discussed in this
Section 3.25(a) following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such
requirement did not exist), such Master Servicer or such Special Servicer, as applicable, shall provide electronic written notice
to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider
shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)          
Notwithstanding anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage
Loan document relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral)
or release or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which
the applicable Master Servicer or the applicable Special Servicer would have been permitted to waive obtaining or to make a determination
with respect to such Rating Agency Confirmation pursuant to Section 3.25(a) shall be deemed not to apply (as if such
requirement did not exist).


 


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


 


(d)          
With respect to any Serviced Pari Passu Companion Loan as to which there exists Serviced Pari Passu Companion Loan Securities,
if any action relating to the servicing and administration of the related Whole Loan or any related REO Property (including, but
not limited to, the replacement of the applicable Master Servicer, the applicable 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 such action will also require delivery of a confirmation of each Companion Loan Rating Agency that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any Serviced Pari Passu 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 this Section 3.25) as a condition
precedent to such action, which confirmation shall be sought by the applicable Master Servicer or the applicable Special Servicer,
as applicable, seeking the corresponding Rating Agency Confirmation(s) in connection with the Relevant Action.


 


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


 


(b)          
The Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled “Privileged
Information” received from the applicable Special Servicer or Directing Certificateholder in connection with the Directing
Certificateholder’s exercise of its rights under this Agreement (including, without limitation, in connection with the review
and/or approval of any Asset Status Report), subject to any law, rule,


 


 






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regulation, order, judgment or decree requiring the disclosure
of such Privileged Information. Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating
Advisor agrees that it shall use information received from the applicable Special Servicer pursuant to the terms of this Agreement
solely for purposes of complying with its duties and obligations hereunder.


 


(c)           
 (i) After the occurrence and during the continuance of a Control Termination Event, based on the Operating Advisor’s
review of any assessment of compliance report, attestation report, Asset Status Report and other information (other than any communications
between the Directing Certificateholder and the applicable Special Servicer that would be Privileged Information) delivered to
the Operating Advisor by such Special Servicer, including each Asset Status Report delivered during the prior calendar year, the
Operating Advisor shall (if any Mortgage Loans (other than Servicing Shift Mortgage Loans) were Specially Serviced Loans during
the prior calendar year) deliver to the Certificate Administrator and the 17g-5 Information Provider within one hundred-twenty
(120) days of the end of the prior calendar year for which a Control Termination Event was continuing as of December 31,
an annual report (the “Operating Advisor Annual Report”), substantially in the form of Exhibit V
(which form may be modified or altered as to either its organization or content by the Operating Advisor, subject to compliance
of such form with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged
Information; provided, however, that in no event shall the information or any other content included in the Operating
Advisor Annual Report contravene any provision of this Agreement), setting forth the Operating Advisor’s assessment of the
applicable Special Servicer’s performance of its duties under this Agreement during the prior calendar year with respect
to the resolution and/or liquidation of Specially Serviced Loans (other than Servicing Shift Mortgage Loans) that the applicable
Special Servicer is responsible for servicing under this Agreement; provided, further, however, that in the
event the applicable Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to such Special Servicer
that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the
date of such Operating Advisor Annual Report. Notwithstanding the foregoing, with respect to any Serviced AB Whole Loan, no Operating
Advisor Annual Report will be permitted to include an assessment of the applicable Special Servicer’s performance in respect
of such Serviced AB Whole Loan until after the occurrence and during the continuance of an AB Control Appraisal Period under the
related Intercreditor Agreement. Subject to the restrictions in this Agreement, including, without limitation, Section 3.26(c),
each such Operating Advisor Annual Report shall (A) identify any material deviations (i) from the Servicing Standard
and (ii) from the applicable Special Servicer’s obligations under this Agreement with respect to the resolution or
liquidation of Specially Serviced Loans or REO Properties that the applicable Special Servicer is responsible for servicing under
this Agreement (other than with respect to any REO Property related to a Non-Serviced Mortgage Loan or a Servicing Shift Mortgage
Loan) and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information
(subject to any permitted exceptions); provided that the Operating Advisor shall not be required to report on any instances
of non-compliance with, or deviations from, the Servicing Standard or the applicable Special Servicer’s obligations under
this Agreement that the Operating Advisor determines, in accordance with the Operating Advisor Standard, to be immaterial. Such
Operating Advisor Annual Report shall be delivered to the applicable Master Servicer, the applicable Special Servicer, the Certificate
Administrator (which shall promptly post such 


 






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Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 3.13(b))
and the 17g-5 Information Provider (which shall promptly post such Operating Advisor Annual Report on the 17g-5 Information
Provider’s Website in accordance with Section 3.13(c)); provided, however, that the applicable
Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report at least five (5) Business Days prior
to its delivery to the Certificate Administrator and the 17g-5 Information Provider. The Operating Advisor shall have no obligation
to adopt any comments to the Operating Advisor Annual Report that are provided by the applicable Special Servicer. The Operating
Advisor Annual Report will be prepared on the basis of the applicable Special Servicer’s performance of its duties as they
relate to the resolution and/or liquidation of Specially Serviced Loans, taking into account the applicable Special Servicer’s
specific duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing
Standard, with reasonable consideration by the Operating Advisor of the items required to be reviewed by it pursuant to this Agreement.
Notwithstanding the foregoing, no Operating Advisor Annual Report shall be required from the Operating Advisor with respect to
any calendar year as to which no Final Asset Status Report was prepared by the applicable Special Servicer in connection with a
Specially Serviced Loan or REO Property.


 


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


 


(d)          
With respect to each Serviced Mortgage Loan (other than a Servicing Shift Mortgage Loan) or Serviced Whole Loan (other than
a Servicing Shift Whole Loan), prior to the occurrence and continuance of a Control Termination Event (or, with respect to a Serviced
AB Whole Loan, prior to the occurrence and continuance of both a Control Termination Event and a related AB Control Appraisal Period),
the applicable Special Servicer will forward any Appraisal Reduction Amount and net present value calculations used in the applicable
Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially
Serviced Loan to the Operating Advisor after such calculations have been finalized. The Operating Advisor shall review such calculations
but shall not opine on or take any affirmative action with respect to such Appraisal Reduction Amount calculations and/or net present
value calculations (except that if the Operating Advisor discovers a mathematical error contained in such calculations, them the
Operating Advisor shall notify the Special Servicer of such error).


 






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


 


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


 


(iii)         
Notwithstanding the foregoing, the consultation duties of the Operating Advisor set forth in this Agreement shall not be
permitted to be exercised by the Operating Advisor with respect to any Serviced AB Whole Loan until after the occurrence and during
the continuance of both a Control Termination Event (except with respect to any Mortgage Loan that is an Excluded Loan with respect
to the Directing Certificateholder or the Holder of the majority of the Controlling Class) and a related AB Control Appraisal Period.


 






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(f)           
[RESERVED].


 


(g)          
The Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not disclose such Privileged Information to any Person (including Certificateholders other than the Directing
Certificateholder), other than (1) to the extent expressly required by this Agreement to the other parties to this Agreement with
a notice indicating that such information is Privileged Information, (2) pursuant to a Privileged Information Exception or (3)
where necessary to support specific findings or conclusions concerning allegations of deviations from the Servicing Standard (i)
in the Operating Advisor Annual Report or (ii) in connection with a recommendation by the Operating Advisor to replace the Special
Servicer. Each party to this Agreement that receives Privileged Information from the Operating Advisor with a notice stating that
such information is Privileged Information shall not disclose such Privileged Information to any Person without the prior written
consent of the applicable Special Servicer and, unless a Control Termination Event has occurred and is continuing, the Directing
Certificateholder (with respect to any Mortgage Loan other than a Non-Serviced Whole Loan and other than any Mortgage Loan that
is an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class) other
than pursuant to a Privileged Information Exception. Notwithstanding the foregoing, the Operating Advisor shall be permitted to
share Privileged Information with its Affiliates and any subcontractors of the Operating Advisor that agree in writing to be bound
by the same confidentiality provisions applicable to the Operating Advisor.


 


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


 


(i)           
As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee
on each Remittance Date with respect to each Mortgage Loan and each REO Loan (but excluding any related Companion Loan). As to
each Mortgage Loan and each REO Loan, the Operating Advisor Fee shall accrue from time to time at the Operating Advisor Fee Rate
and shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may be, and in
the same manner as interest is calculated on the related Mortgage Loan or REO Loan, as the case may be, and, in connection with
any partial month interest payment, for the same period respecting which any related interest payment due on the related Mortgage
Loan or deemed to be due on such REO Loan is computed.


 


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


 


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor
has


 


 






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consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection
Account as provided in Section 3.05(a)(ii) of this Agreement, but, with respect to the period when the outstanding
Certificate Balances of the Control Eligible Certificates have not been reduced to zero as a result of the allocation of Realized
Losses to such Certificates, only to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor.
When the Operating Advisor has consultation obligations with respect to a Major Decision under this Agreement, the applicable Master
Servicer or the applicable Special Servicer, as the case may be, shall use commercially reasonable efforts consistent with the
Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such
Major Decision, but only to the extent not prohibited by the related Mortgage Loan documents. The applicable Master Servicer or
the applicable Special Servicer, as the case may be, 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 such Master Servicer or such Special Servicer take any enforcement action with respect to the collection of such
Operating Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or the Special Servicer,
as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction. Notwithstanding
the foregoing, the Operating Advisor will have no obligations or consultation rights in its capacity as operating advisor with
respect to: (i) any Servicing Shift Mortgage Loan, Non-Serviced Whole Loan or any related REO Property or (ii) any Serviced
AB Whole Loan, prior to the occurrence and continuance of both an AB Control Appraisal Period and a Control Termination Event;
provided, further, that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee with respect
to any Non-Serviced Whole Loan.


 


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


 






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(k)          
After the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Holders
of Certificates representing at least 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal
Reduction Amounts to notionally reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate
the Operating Advisor for cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided
that no such termination shall be effective until a successor operating advisor has been appointed and has assumed all of the obligations
of the Operating Advisor under this Agreement. No such termination shall terminate, change, reduce, or otherwise modify the rights
and obligations of the Operating Advisor that accrued prior to such termination, including the right to receive all amounts accrued
and owing to it under this Agreement, and other than indemnification rights (arising out of events occurring prior to such termination).
The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible Operating Advisor. Upon any
termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee will, as soon as possible,
be required to give written notice of the termination and appointment to the applicable Special Servicer, the applicable Master
Servicer, the Certificate Administrator, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s
Website), the Depositor, the Directing Certificateholder, the Risk Retention Consultation Party, any Companion Loan holder and
the Certificateholders.


 


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


 


(m)         
Prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder shall have the right
to consent, such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating
Advisor appointed pursuant to this Section 3.26; provided, further, that such consent will be deemed
to have been granted if no objection is made within ten (10) Business Days following the Directing Certificateholder’s
receipt of the request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


 


(n)          
The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior
written notice to the Depositor, the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer, the Directing Certificateholder and the Risk Retention Consultation Party, if applicable, and (b) upon
the appointment of, and the acceptance of such appointment by, a successor operating advisor that is an Eligible Operating Advisor
and receipt by the Trustee of Rating Agency Confirmation from each Rating Agency. No such resignation by the Operating Advisor
shall become effective until the replacement Operating Advisor shall have assumed the


 






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resigning Operating Advisor’s responsibilities
and obligations. The resigning Operating Advisor shall pay all costs and expenses (including costs and expenses incurred by the
Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 3.26.


 


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


 


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


 


(q)          
The parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed,
that (i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any
actions taken or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely
as a contracting party to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary
duty, or (B) other duty except with respect to its specific obligations under this Agreement, and shall have no duty to any
particular Class of Certificates or particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment
adviser” within the meaning of the Investment Advisers Act of 1940, as amended, or a broker or dealer within the meaning
of the Exchange Act. Furthermore, the Operating Advisor shall have no obligations or responsibility at any time to review the actions
of the Master Servicer for compliance with the Servicing Standard, and the Operating Advisor shall not be required to consider
such Master Servicer actions in connection with any Operating Advisor Annual Report.


 


(r)           
Neither the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided,
however, that such prohibition shall not apply to (i) riskless principal transactions effected by a broker-dealer
Affiliate of the Operating Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and
such Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the Operating Advisor
under this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate
and its personnel from gaining access to information regarding the Trust and the Operating Advisor and its personnel from gaining
access to such Affiliate’s information regarding its investment activities.


 


(s)           
The Operating Advisor shall at all times be an Eligible Operating Advisor and if the Operating Advisor ceases to be an Eligible
Operating Advisor, the Operating Advisor


 


 






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shall immediately resign under Section 3.26(n) of this Agreement and the Trustee
shall appoint a successor operating advisor subject to and in accordance with this Section 3.26. Notwithstanding the
foregoing, if the Trustee is unable to find a successor operating advisor within thirty (30) days of the termination of the Operating
Advisor, the Depositor shall be permitted to find a replacement.


 


(t)           
The Operating Advisor may delegate its duties and obligations to agents or subcontractors so long as the related agreements
or arrangements with such agents or subcontractors are consistent with the provisions of this Agreement related to the Operating
Advisor’s duties and obligations; provided that no agent or subcontractor may (i) be affiliated with a Sponsor,
the Master Servicers, the Special Servicers, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder
or any of their respective Affiliates or (ii) have been paid any fees, compensation or other remuneration by an Underwriter,
the Master Servicers, the Special Servicers, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder
or any of their respective Affiliates in connection with due diligence or other services with respect to any Mortgage Loan prior
to the Closing Date. Notwithstanding the foregoing sentence, the Operating Advisor shall remain obligated and primarily liable
for its obligations hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability
or related obligation or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person
acting as its agents or subcontractor to the same extent and under the same terms and conditions as if the Operating Advisor alone
were performing its obligations under this Agreement. The Operating Advisor shall be entitled to enter into an agreement with any
agent or subcontractor providing for indemnification of the Operating Advisor by such agent or subcontractor, and nothing contained
in this Agreement shall be deemed to limit or modify such indemnification.


 


(u)          
With respect to the determination of whether a Control Termination Event or Consultation Termination Event has occurred
and is continuing, or has terminated, the Operating Advisor is entitled to rely solely on its receipt from the Certificate Administrator
of notice thereof pursuant to Section 3.23(m), and, with respect to any obligations of the Operating Advisor that are
performed only after the occurrence and continuance of a Control Termination Event and/or Consultation Termination Event, the Operating
Advisor shall have no obligation to perform any such duties until the receipt of such notice or actual knowledge of the occurrence
of a Control Termination Event or Consultation Termination Event, as applicable.


 


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


 


(b)          
No provision of this Agreement shall be construed to relieve the Companion Paying Agent from liability for its negligent
failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the
Companion Paying Agent shall be determined solely by the express provisions of this Agreement. The Companion Paying Agent shall
not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into
this Agreement against the Companion Paying Agent. In the absence of bad faith on the part of the Companion Paying Agent, the


 






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Companion
Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed therein, upon any
resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying
Agent by any Person and which on their face do not contradict the requirements of this Agreement.


 


(c)          
In the case of each of the Serviced Companion Loans, upon the resignation or removal of the applicable Master Servicer pursuant
to Article VII of this Agreement, the applicable Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously
to resign or be removed.


 


(d)          
This Section 3.27 shall survive the termination of this Agreement or the resignation or removal of the Companion
Paying Agent, as regards to rights accrued prior to such resignation or removal.


 


Section 3.28     
Serviced Companion Noteholder Register. The Companion Paying Agent shall maintain a register (the “Serviced
Companion Noteholder Register”) with respect to each Serviced Companion Loan on which it will record the names and address
of, and wire transfer instructions for, the Serviced Companion Noteholders from time to time, to the extent such information is
provided in writing to it by each Serviced Companion Noteholder. The initial Serviced Companion Noteholders, along with their respective
name and address, are listed on Exhibit S hereto. In the event a Serviced Companion Noteholder transfers a Serviced
Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall have no liability for any misdirected
payment in such Serviced Companion Loan and shall have no obligation to recover and redirect such payment.


 


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


 


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


 


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


 


(b)          
If any of the Trustee, the Certificate Administrator or the applicable Master Servicer receives notice from a Rating Agency
that the applicable Master Servicer is no


 






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longer an “approved” master servicer by any of the Rating Agencies rating
the Certificates, then the Trustee, the Certificate Administrator or such Master Servicer, as applicable, shall promptly notify
each Non-Serviced Master Servicer of the same.


 


(c)           
In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced
Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each
of the applicable Master Servicer, the applicable Special Servicer and the Trustee, as applicable, shall use reasonable efforts
to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating
to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion
in any disclosure document(s) relating to such Other Securitization.


 


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


 


(e)          
With respect to any Non-Serviced Mortgage Loan, the Directing Certificateholder (as determined under clause (B) of the definition
thereof), prior to the occurrence and continuance of a Consultation Termination Event, or the Operating Advisor, following the
occurrence and during the continuance of a Consultation Termination Event, shall be entitled to exercise any consultation rights
held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified
in the related Intercreditor Agreement) under the related Intercreditor Agreement.


 


(f)          
With respect to each Mortgage Loan that is part of a Whole Loan, this Agreement is subject to the related Intercreditor
Agreement and incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(g)          
With respect to each Serviced Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review”
(or such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and
Servicing Agreement, the applicable Master Servicer, the applicable Special Servicer, the Trustee and the Custodian shall reasonably
cooperate with the Other Asset Representations Reviewer or any other party to the Other Pooling and Servicing Agreement in connection
with such Asset Review by providing the Other Asset Representations Reviewer or such other requesting party with any documents
reasonably requested by the Other Asset Representations Reviewer or such other requesting party, but only to the extent such documents
are in the possession of such Master Servicer, such Special Servicer, the Trustee or the Custodian, as the case may be, but in
any event excluding any documents known to such Master Servicer, such Special Servicer, the


 






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Trustee or the Custodian to contain
information that is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal
communications.


 


(h)          
With respect to any Non-Serviced Mortgage Loan, if the applicable Master Servicer or Special Servicer shall receive
any communication from the applicable Non-Serviced Master Servicer or Non-Serviced Special Servicer regarding any Major
Decision pursuant to clause (xi) of the definition of such term or “Master Servicer Decision” pursuant
to clause (x) of the definition of such term, then such Master Servicer or Special Servicer shall forward the communication to
the Directing Certificateholder (and to the Master Servicer, if the applicable Special Servicer is forwarding such communication,
and to the applicable Special Servicer if the applicable Master Servicer is forwarding such communication), and the applicable
Special Servicer shall reasonably cooperate with the applicable Non-Serviced Master Servicer or the applicable Non-Serviced
Special Servicer, as the case may be, in effecting any action by the applicable Non-Serviced Master Servicer or the applicable
Non-Serviced Special Servicer, in any such case subject to and consistent with the related Intercreditor Agreement.


 


(i)            
During the period from and after a Serviced Pari Passu Companion Loan is deposited into an Other Securitization, not later
than 5:00 p.m. (New York City time) on each related Serviced Whole Loan Remittance Date the General Master Servicer shall prepare
(if and to the extent necessary) and deliver or cause to be delivered in electronic format to the related other master servicer
under the related Other Pooling and Servicing Agreement the following reports and data files with respect to such Serviced Pari
Passu Companion Loan: (A) to the extent the General Master Servicer has received the CREFC® Special Servicer Loan
File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical
Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) the
CREFC® Loan Setup File (only with respect to the first “distribution date” (or analogous term) as defined
in the related Other Pooling and Servicing Agreement), (C) the most recent CREFC® Property File and the CREFC®
Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC® Special
Servicer Loan File pursuant to Section 3.12(c) by the General Special Servicer and the General Master Servicer), (D) a
CREFC® Servicer Watch List with information that is current as of such Serviced Whole Loan Remittance Date, (E) a
CREFC® Financial File, (F) a CREFC® Loan Level Reserve/LOC Report, (G) a CREFC®
Advance Recovery Report, (H) a CREFC® Total Loan Report, (I) the CREFC® Loan Periodic Update
File and (J) the CREFC® Significant Insurance Event Report. Additionally, not later than 5:00 p.m. (New York
City time) on each related Serviced Whole Loan Remittance Date, the General Master Servicer shall deliver or cause to be delivered
in electronic format to the related other master servicer under the related Other Pooling and Servicing Agreement any applicable
CREFC® Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation
Reports received from the General Special Servicer. In no event shall any report described in this Section 3.29(i)
be required to reflect information that has not been collected by or delivered to the General Master Servicer, or any payments
or collections not received by the General Master Servicer, as of the close of business on the Business Day prior to the Business
Day on which the report is due. In addition, the General Master Servicer shall deliver or cause to be delivered in electronic format
to the related other master servicer under the related Other Pooling and Servicing Agreement any and all other reports required
to be delivered by the General Master Servicer to the Certificate


 






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Administrator hereunder pursuant to the terms hereof to the extent
related to such Serviced Pari Passu Companion Loan.


 


(j)            
On a Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release, transfer
the related Mortgage File (other than the Mortgage Note evidencing the related Servicing Shift Mortgage Loan, the original of which
shall be retained by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the
related Non-Serviced PSA and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice
from the applicable Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the
related Servicing Shift Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer
of) the Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items
specified in clauses (x) and (xii) of the definition of “Mortgage File” for the related Servicing
Shift Whole Loan, to the related Non-Serviced Master Servicer on the related Servicing Shift Securitization Date


 


(k)           
Promptly upon any change in the identity of the applicable Master Servicer, the successor Master Servicer shall deliver
notice of such change (together with the contact information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced
Certificate Administrator, Non-Serviced Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


Section 3.30     
Certain Matters with Respect to Joint Mortgage Loans.


 


(a)           
If a Mortgage Loan Seller with respect to a Joint Mortgage Loan (a “Repurchasing Mortgage Loan Seller”)
repurchases the Mortgage Note(s) (as such term is defined in this Section 3.30(a)) (a “Repurchased Note”)
related to such Joint Mortgage Loan that it sold to the Depositor, but the other Mortgage Loan Seller with respect to such Joint
Mortgage Loan does not repurchase the Mortgage Note(s) related to such Joint Mortgage Loan that it sold to the Depositor, the provisions
of this Section 3.30 shall apply prior to the adoption, pursuant to Section 13.01(l), of any amendment to this
Agreement that provides otherwise. Each Mortgage Loan Seller of a Joint Mortgage Loan has agreed pursuant to the terms of the related
Mortgage Loan Purchase Agreement that the terms set forth in this Section 3.30 with respect to the servicing and administration
of such Joint Mortgage Loan shall apply if one or more of the Mortgage Notes related to such Joint Mortgage Loan has been repurchased
from the Trust and at least one other Mortgage Note related to such Joint Mortgage Loan is included in the Trust until such time
as all of the Mortgage Notes related to such Joint Mortgage Loan are no longer included in the Trust. For purposes of this Section
3.30, Section 13.01(l) and Section 13.08(a) only, “Mortgage Note” shall mean with respect
to any Joint Mortgage Loan, each original promissory note that collectively represents the Mortgage Note (as defined in Article
I) with respect to such Joint Mortgage Loan and shall not be a collective reference to such promissory notes. With respect
to any Joint Mortgage Loan that is part of a Whole Loan, clauses (b)–(j) below shall not apply, and the terms
of the related Intercreditor Agreement shall continue to govern the relationship between the related Mortgage Notes as if each
related Repurchased Note were a Serviced Pari Passu Companion Loan or Non-Serviced Pari Passu Companion Loan, as applicable. With
respect to any other Joint Mortgage Loan, clauses (b)–(j) below shall apply to such Joint Mortgage Loan.


 






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(b)          
Custody of and record title under the Mortgage Loan documents with respect to the applicable Joint Mortgage Loan shall be
held exclusively by the Custodian as provided under this Agreement or, with respect to a Non-Serviced Mortgage Loan, the Non-Serviced
Custodian as provided under the related Non-Serviced PSA, except that the Repurchasing Mortgage Loan Seller shall hold and retain
title to its original Repurchased Note(s) and any related endorsements thereof.


 


(i)           
All of the Mortgage Notes with respect to any Joint Mortgage Loan shall be of equal priority with each other, and no portion
of any Mortgage Note shall have priority or preference over any other portion of the other Mortgage Notes or security therefor.
Payments from the related Mortgagor (including, without limitation, any Penalty Charges) or any other amounts received with respect
to each Mortgage Note shall be collected as provided in this Agreement by the applicable Master Servicer and shall be applied upon
receipt by such Master Servicer pro rata to each related Mortgage Note based on its respective Mortgage Loan Seller Percentage
Interest, subject to Section 3.30(b)(ii). Payments or any other amounts received with respect to the related Repurchased
Note shall be held in trust for the benefit of the applicable Repurchasing Mortgage Loan Seller and remitted (net of its pro
rata share of amounts payable at the Administrative Cost Rate and any other amounts due to the applicable Master Servicer or
the applicable Special Servicer) to the applicable Repurchasing Mortgage Loan Seller or its designee by the applicable Master Servicer
on each Distribution Date pursuant to instructions provided by the applicable Repurchasing Mortgage Loan Seller and deposited and
applied in accordance with this Agreement, subject to Section 3.30(b)(ii). If any Joint Mortgage Loan to which this Section
3.30 applies becomes an REO Loan, payments or any other amounts received with respect to any such Joint Mortgage Loan shall
be collected and shall be applied upon receipt by the applicable Master Servicer pro rata to each related Mortgage Note
based on its respective Mortgage Loan Seller Percentage Interest, subject to Section 3.30(b)(ii). Any Appraisal Reduction
Amounts calculated with respect to any Joint Mortgage Loan subject to this Section 3.30 shall be allocated to each related
Mortgage Note pro rata based upon the respective unpaid principal balances thereof.


 


(ii)          
If the applicable Master Servicer or the applicable Special Servicer, as applicable, receives an aggregate payment of less
than the aggregate amount due under any such Joint Mortgage Loan at any particular time, the applicable Repurchasing Mortgage Loan
Seller shall receive from such Master Servicer an amount equal to its Mortgage Loan Seller Percentage Interest of such payment.
All expenses, losses and shortfalls relating solely to such Joint Mortgage Loan including, without limitation, losses of principal
or interest, Nonrecoverable Advances, interest on Servicing Advances, Special Servicing Fees, Workout Fees and Liquidation Fees
(including any such fees related to the applicable Mortgage Notes), shall be allocated between the holders of the related Mortgage
Notes pro rata based upon the respective unpaid principal balances thereof. In no event shall any costs, expenses, fees or any
other amounts related to any Mortgage Loan or Joint Mortgage Loan other than the applicable Joint Mortgage Loan be deducted from
payments or any other amounts received with respect to such Joint Mortgage Loan and payable to the applicable Repurchasing Mortgage
Loan Seller.


 






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


 


(iv)         
With respect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies,
the related Repurchasing Mortgage Loan Seller shall be treated hereunder as if it were a Serviced Pari Passu Companion Loan holder
on a pari passu basis. Funds collected by the applicable Master Servicer or the applicable Special Servicer, as applicable, and
applied to the applicable Mortgage Notes shall be deposited and disbursed in accordance with the provisions hereof relating to
holders of promissory notes comprising Serviced Whole Loans that are pari passu in right of payment. Compensation shall be paid
to the applicable Master Servicer, the applicable Special Servicer and the Operating Advisor with respect to each Repurchased Note
as provided in this Agreement as if each such Repurchased Note were a Serviced Pari Passu Companion Loan. None of the Trustee,
the Certificate Administrator, the Custodian, the applicable Master Servicer, the applicable Special Servicer or the Operating
Advisor shall have any obligation to make P&I Advances with respect to any Repurchased Note or, if no related Mortgage Note
is part of the Trust, a Servicing Advance with respect to any Repurchased Note. Except as otherwise specified herein, the applicable
Master Servicer and the applicable Special Servicer shall have no reporting requirement with respect to any Repurchased Note other
than to deliver to the related Repurchasing Mortgage Loan Seller any document as is required to be delivered to a holder of a Serviced
Pari Passu Companion Loan hereunder.


 


(c)          
If any non-repurchased Mortgage Note relating to a Joint Mortgage Loan to which this Section 3.30 applies is a Specially
Serviced Loan, then any related Repurchased Note shall also be a Specially Serviced Loan under this Agreement. The applicable Special
Servicer shall cause such related Repurchased Note to be specially serviced for the benefit of the applicable Repurchasing Mortgage
Loan Seller in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing
Fee, Workout Fee or Liquidation Fee payable to such Special Servicer under this Agreement as with respect to a Serviced Pari Passu
Companion Loan.


 






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


 


(e)          
With respect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies,
subject to this Agreement (including, without limitation, the consent and consultation rights of the Directing Certificateholder
and any consultation rights of the Operating Advisor), the applicable Master Servicer or the applicable Special Servicer, as applicable,
on behalf of the holders of any of the Repurchased Notes, shall have the exclusive right and obligation to (i) administer, service
and make all decisions and determinations regarding the related Joint Mortgage Loan and (ii) enforce the applicable Mortgage Loan
documents as provided hereunder. Without limiting the generality of the preceding sentence, the applicable Master Servicer or the
applicable Special Servicer, as applicable, may agree to any modification, waiver or amendment of any term of, forgive interest
on and principal of, capitalize interest on, permit the release, addition or substitution of collateral securing, and/or permit
the release of the related Mortgagor on or any guarantor of any Joint Mortgage Loan it is required to service and administer as
contemplated by this Section 3.30, without the consent of the related Repurchasing Mortgage Loan Seller, subject, however,
to the terms of this Agreement as they pertain to a Serviced Pari Passu Companion Loan.


 


(f)           
In taking or refraining from taking any action permitted hereunder, the applicable Master Servicer and the applicable Special
Servicer shall each be subject to the same degree of care with respect to the administration and servicing of the Joint Mortgage
Loans that are not Non-Serviced Mortgage Loans and to which this Section 3.30 applies as is consistent with this Agreement
and shall be liable to any Repurchasing Mortgage Loan Seller only to the same extent as set forth herein with respect to any holder
of a Serviced Pari Passu Companion Loan.


 


(g)          
If the Trustee, the applicable Master Servicer or the applicable Special Servicer has made a Servicing Advance with respect
to any Repurchased Note which would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is
determined to be a Nonrecoverable Advance, the applicable Repurchasing Mortgage Loan Seller shall reimburse the Trust in an amount
equal to such Repurchasing Mortgage Loan Seller’s Mortgage Loan Seller Percentage Interest of such Nonrecoverable Advance
with interest thereon.


 


 






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


 


(h)          
Each Repurchasing Mortgage Loan Seller shall have the right to assign the related Repurchased Note; provided that,
with respect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies, the
assignee of the related Repurchased Note shall agree in writing to be bound by the terms of this Agreement.


 


(i)           
With respect to a Joint Mortgage Loan that is not a Non-Serviced Mortgage Loan and to which this Section 3.30 applies,
the applicable Master Servicer and the applicable Special Servicer shall, in connection with their servicing and administrative
duties under this Agreement, exercise efforts consistent with the Servicing Standard to execute and deliver, on behalf of each
Repurchasing Mortgage Loan Seller as a holder of a pari passu interest in the applicable Joint Mortgage Loan, any and all
financing statements, continuation statements and other documents and instruments necessary to maintain the lien created by any
Mortgage or other security document related to the applicable Joint Mortgage Loan on the related Mortgaged Property and related
collateral, any and all modifications, waivers, amendments or consents to or with respect to the related Joint Mortgage Loan documents,
and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable instruments
with respect to the related Repurchased Note or related Repurchased Notes and the related Mortgaged Property all in accordance
with, and subject to, the terms of this Agreement. Each Repurchasing Mortgage Loan Seller agrees to furnish, or cause to be furnished,
to the applicable Master Servicer and the applicable Special Servicer any powers of attorney or other documents necessary or appropriate
to enable such Master Servicer or such Special Servicer, as the case may be, to carry out its servicing and administrative duties
under this Agreement related to the applicable Joint Mortgage Loan; provided, that such Repurchasing Mortgage Loan Seller
shall not be liable, and shall be indemnified by the applicable Master Servicer or the applicable Special Servicer, as applicable,
for any negligence with respect to, or misuse of, any such power of attorney by such Master Servicer or such Special Servicer,
as the case may be; provided, further, that the applicable Master Servicer or the applicable Special Servicer, without
the written consent of the applicable Repurchasing Mortgage Loan Seller, shall not initiate any action in the name of such Repurchasing
Mortgage Loan Seller without indicating its representative capacity or take any action with the intent to cause and that actually
causes, such Repurchasing Mortgage Loan Seller to be registered to do business in any state.


 






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


 


Section 3.31     
[RESERVED].


 


Section 3.32     
[RESERVED].


 


Section 3.33     
Delivery of Excluded Information to the Certificate Administrator. Any Excluded Information that a Master Servicer,
a Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate
Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as
is mutually acceptable to the parties) in one or more separate files labeled “Excluded Information” followed by the
applicable loan name and loan file to cmbsexcludedinformation@wellsfargo.com. For the avoidance of doubt, any information
that is not appropriately labeled and delivered in accordance with this Section 3.33 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 3.33 shall be posted on the Certificate Administrator’s
Website under the “Excluded Information” section, as provided under Section 3.13. When so posted, the Excluded
Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to any Excluded Controlling
Class Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate
Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loans).
None of the Master Servicers, the Special Servicers or the Operating Advisor shall have any obligations to separately label and
deliver any Excluded Information in accordance with this Section 3.33 until such party has received written notice
with respect to the related Excluded Controlling Class Loan in the form of Exhibit P-1E to this Agreement. Nothing
set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving,
requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing
Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not
available on the Certificate Administrator’s Website, the Directing Certificateholder or Controlling Class Certificateholder
that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted to obtain such information
in accordance with Section 4.02(f) of this Agreement.


 


[End of Article III]


 






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Article IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section 4.01     
Distributions.


 


(a)           
Distributions of Available Funds. On each Distribution Date, to the extent of the Available Funds for such Distribution
Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier
REMIC Distribution Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c)
with respect to each Class of Lower-Tier Regular Interests (other than the LRR Uncertificated Interest), and immediately thereafter,
shall make distributions thereof from the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying
in full, to the extent required and possible, each priority before making any distribution with respect to any succeeding priority:


 


(i)             
first, to the Holders of the Class A-1 Certificates, the Class A-SB Certificates, the Class A-2 Certificates,
the Class A-3 Certificates, the Class X-A Certificates, the Class X-B Certificates, the Class X-D Certificates, the Class
X-F Certificates, the Class X-G Certificates and the Class X-H Certificates pro rata (based upon their respective entitlements
to interest for such Distribution Date), in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount
in respect of such Classes of Certificates for such Distribution Date;


 


(ii)           
second, to the Holders of the Class A-1 Certificates, the Class A-SB Certificates, the Class A-2 Certificates
and the Class A-3 Certificates in reduction of the Certificate Balances thereof: (I) prior to the Cross-Over Date
(1) first, to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution Amount,
until the outstanding Certificate Balance of the Class A-SB Certificates has been reduced to the Class A-SB Planned Principal
Balance for such Distribution Date; (2) second, to the Holders of the Class A-1 Certificates, in an amount up
to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clause (1)
above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-1 Certificates has
been reduced to zero; (3) third, to the Holders of the Class A-2 Certificates in an amount up to the Principal
Distribution Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1) and (2)
above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-2 Certificates has
been reduced to zero; (4) fourth, to the Holders of the Class A-3 Certificates in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1), (2) and (3)
above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-3 Certificates has been
reduced to zero; (5) fifth, to the Holders of the Class A-SB Certificates, in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in sub-clauses (1), (2), (3) and
(4) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-SB Certificates
has been reduced to zero; and (II) on or after the Cross-Over Date, to the Class A-1 Certificates, Class A-SB


 


 






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Certificates, Class A-2 Certificates and Class A-3 Certificates, pro rata (based on their respective Certificate Balances)
in an amount equal to the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of each of the
Class A-1 Certificates, Class A-SB Certificates, Class A-2 Certificates and Class A-3 Certificates is reduced to
zero;


 


(iii)        
third, to the Holders of the Class A-1 Certificates, the Class A-SB Certificates, the Class A-2 Certificates
and the Class A-3 Certificates, up to an amount equal to, and pro rata based upon, first, in an amount equal
to the aggregate unreimbursed Realized Losses previously allocated to each such Class, and then, in an amount equal to interest
on that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated
to such Class;


 


(iv)          
fourth, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(v)           
fifth, after the Certificate Balances of the Class A-1 Certificates, Class A-SB Certificates, Class
A-2 Certificates and Class A-3 Certificates have been reduced to zero, to the Holders of the Class A-S Certificates,
in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (reduced by any prior distributions
thereof hereunder), until the outstanding Certificate Balance of the Class A-S Certificates has been reduced to zero;


 


(vi)         
sixth, to the Holders of the Class A-S Certificates, first, up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, and then, up to an amount equal to interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(vii)        
seventh, to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(viii)       
eighth, after the Certificate Balance of the Class A Certificates has been reduced to zero, to the Holders of
the Class B Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (reduced by any prior distributions thereof hereunder), until the outstanding Certificate Balance of the Class B Certificates
has been reduced to zero;


 


(ix)          
ninth, to the Holders of the Class B Certificates, first, up to an amount equal to the unreimbursed Realized
Losses previously allocated to such Class, and then, up to an amount equal to interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 






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(x)           
tenth, to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xi)          
eleventh, after the Certificate Balances of the Class A Certificates and Class B Certificates have been reduced to
zero, to the Holders of the Class C Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to
the Principal Distribution Amount (reduced by any prior distributions thereof hereunder), until the outstanding Certificate Balance
of the Class C Certificates has been reduced to zero;


 


(xii)         
twelfth, to the Holders of the Class C Certificates, first, up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, and then, up to an amount equal to interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(xiii)        
thirteenth, to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xiv)         
fourteenth, after the Certificate Balances of the Class A Certificates, Class B Certificates and Class C Certificates
have been reduced to zero, to the Holders of the Class D Certificates, in reduction of the Certificate Balance thereof, up
to an amount equal to the Principal Distribution Amount (reduced by any prior distributions thereof hereunder), until the outstanding
Certificate Balance of the Class D Certificates has been reduced to zero;


 


(xv)          
fifteenth, to the Holders of the Class D Certificates, first, up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, and then, up to an amount equal to interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(xvi)        
sixteenth, to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xvii)       
seventeenth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates
and Class D Certificates have been reduced to zero, to the Holders of the Class E Certificates, in reduction of the Certificate
Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A Certificates, Class B Certificates, Class C Certificates and Class D Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class E Certificates has been reduced to zero;


 


(xviii)      
eighteenth, to the Holders of the Class E Certificates, first, up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, 


 






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and then, up to an amount equal to interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(xix)         nineteenth, to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xx)          twentieth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates,
Class D Certificates and Class E Certificates have been reduced to zero, to the Holders of the Class F Certificates, in reduction
of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining
after any distributions in respect of the Class A Certificates, Class B Certificates, Class C Certificates, Class D
Certificates and Class E Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class F
Certificates has been reduced to zero;


 


(xxi)         twenty-first, to the Holders of the Class F Certificates, first, up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, and then, up to an amount equal to interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(xxii)        twenty-second, to the Holders of the Class G Certificates, in respect of interest, up to an amount equal to
the Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xxiii)       twenty-third, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates,
Class D Certificates, Class E Certificates and Class F Certificates have been reduced to zero, to the Holders of the Class G
Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution Amount (or the
portion thereof remaining after any distributions in respect of the Class A Certificates, Class B Certificates, Class C
Certificates, Class D Certificates, Class E Certificates and Class F Certificates on such Distribution Date), until the
outstanding Certificate Balance of the Class G Certificates has been reduced to zero;


 


(xxiv)       twenty-fourth, to the Holders of the Class G Certificates, first, up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, and then, up to an amount equal to interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;


 


(xxv)        twenty-fifth, to the Holders of the Class H Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xxvi)       twenty-sixth, after the Certificate Balances of the Class A Certificates, Class B Certificates, Class C Certificates,
Class D Certificates, Class E Certificates, Class


 


 






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F Certificates and Class G Certificates have been reduced to zero, to the Holders
of the Class H Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates, Class B Certificates,
Class C Certificates, Class D Certificates, Class E Certificates, Class F Certificates and Class G Certificates
on such Distribution Date), until the outstanding Certificate Balance of the Class H Certificates has been reduced to zero;


 


(xxvii)      twenty-seventh, to the Holders of the Class H Certificates, first, up to an amount equal to the unreimbursed
Realized Losses previously allocated to such Class, and then, up to an amount equal to interest on that amount at the Pass-Through
Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class; and


 


(xxviii)     twenty-eighth, to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if
any, of the Available Funds remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution Date.


 


If, in connection with
any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the
receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal payments
are subsequently received by the applicable Master Servicer and required to be part of the Aggregate Available Funds for such Distribution
Date, such Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially
reasonable efforts to cause DTC to make the revised distribution on a timely basis on such Distribution Date. None of the Master
Servicers, the Special Servicers or the Certificate Administrator shall be liable or held responsible for any resulting delay in
the making of such distribution to Certificateholders solely on the basis of the actions described in the preceding sentence.


 


(b)          
Distributions of Retained Certificate Available Funds. On each Distribution Date, to the extent of the Retained Certificate
Available Funds for such Distribution Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution
Amount from the Lower-Tier REMIC Distribution Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities
set forth in Section 4.01(c) with respect to the LRR Uncertificated Interest, and immediately thereafter, shall make
distributions thereof from the Upper-Tier REMIC Distribution Account in the following order of priority, satisfying in full,
to the extent required and possible, each priority before making any distribution with respect to any succeeding priority:


 


(i)             
first, to the Holders of the RR Interest, in respect of interest, up to an amount equal to the Retained Certificate
Interest Distribution Amount for such Distribution Date;


 


(ii)           
second, to the Holders of the RR Interest, in reduction of the Certificate Balance thereof, an amount equal to the
Retained Certificate Principal Distribution


 


 






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Amount for such Distribution Date, until the outstanding Certificate Balance of the
RR Interest has been reduced to zero; and


 


(iii)          
third, to the Holders of the RR Interest, up to an amount equal to the Retained Certificate Realized Loss Distribution
Amount for such Distribution Date;


 


provided, however,
that to the extent any Retained Certificate Available Funds remain in the Upper-Tier REMIC Distribution Account after applying
amounts as set forth in clauses (i) – (iii) above, any such amounts so remaining shall be disbursed to the Holders
of the Class R Certificates in respect of the Class UR Interest.


 


(c)          
On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal
or reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, in an amount equal to the amount of
principal or reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, actually distributable to
the Holders of the respective Related Certificates as provided in Sections 4.01(a), 4.01(b), 4.01(d),
4.01(f) and 4.01(i) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular
Interests is equal to the Certificate Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier
Regular Interest shall be deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution
Amount or Retained Certificate Interest Distribution Amount, as applicable, in respect of its Related Certificates plus (A) a pro
rata portion of the Interest Distribution Amount in respect of (i) in the case of the Class LA1, Class LASB,
Class LA2 and Class LA3 Uncertificated Interests, the Class X-A Certificates, (ii) in the case of the Class
LAS and Class LB Uncertificated Interests, the Class X-B Certificates, (iii) in the case of the Class LD and Class LE
Uncertificated Interests, the Class X-D Certificates, (iv) in the case of the Class LF Uncertificated Interest, the Class
X-F Certificates, (v) in the case of the Class LG Uncertificated Interest, the Class X-G Certificates, and (vi) in the case
of the Class LH Uncertificated Interest, the Class X-H Certificates, and (B) in the case of the LRR Uncertificated Interest,
the Retained Certificate Interest Distribution Amount in respect of the RR Interest, in each case, computed based on an interest
rate equal to the excess of the Weighted Average Net Mortgage Rate over the Pass-Through Rate of the Related Certificates and
a notional amount equal to its related Lower-Tier Principal Amount, in each case to the extent actually distributable thereon
as provided in Section 4.01(a) or 4.01(b), as applicable. Amounts distributable pursuant to this paragraph are referred
to herein collectively as the “Lower-Tier Distribution Amount”, and shall be made by the Certificate Administrator
by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier REMIC Distribution Account to be deposited
in the Upper-Tier REMIC Distribution Account.


 


As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates with respect thereto,
as adjusted for the allocation of Realized Losses and Retained Certificate Realized Losses, as provided in Sections 4.04(b)
and 4.04(c). The initial principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier
Principal Amount. The Pass-Through Rate with respect to each Lower-Tier Regular Interest for any Distribution Date shall be the
Weighted Average Net Mortgage Rate for such Distribution Date.


 






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Any amount that remains
in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution
Amount and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e) shall be distributed
to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent of the Aggregate
Available Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


(d)          
After the Certificate Balance of any Class of Certificates has been reduced to zero, such Class shall not be entitled to
any further distributions in respect of interest or principal other than reimbursement of Realized Losses or Retained Certificate
Realized Losses, as applicable, and other amounts provided for in this Section 4.01.


 


(e)           
Funds on deposit in the Distribution Account on each Distribution Date that represent Prepayment Premiums or Yield Maintenance
Charges received by the Trust with respect to any Mortgage Loan or REO Loan during the related Collection Period, in each case
net of any Liquidation Fees payable therefrom, shall be distributable as follows: if any Yield Maintenance Charge or Prepayment
Premium is collected during any particular Collection Period with respect to any Mortgage Loan, then on the Distribution Date corresponding
to that Collection Period, the Certificate Administrator shall pay that Yield Maintenance Charge or Prepayment Premium (net of
Liquidation Fees payable therefrom) in the following manner: (x)(i) to each Class of the Class A-1, Class A-SB,
Class A-2, Class A-3, Class A-S, Class B, Class C, Class D and Class E Certificates, the product of
(A) the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment Premium, (B) the related Base Interest
Fraction for such Class of Certificates, and (C) a fraction, the numerator of which is equal to the amount of principal distributed
to such Class of Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed
to the Class A-1, Class A-SB, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D and Class E Certificates for that Distribution
Date, (ii) to the Class X-A Certificates, the excess, if any, of (A) the product of (I) the Non-Retained Percentage
of such Yield Maintenance Charge or Prepayment Premium and (II) a fraction, the numerator of which is equal to the amount
of principal distributed to the Class A-1, Class A-SB, Class A-2 and Class A-3 Certificates for that Distribution
Date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class A-SB,
Class A-2, Class A-3, Class A-S, Class B, Class C, Class D and Class E Certificates for that Distribution Date, over
(B) the amount of such Yield Maintenance Charge or Prepayment Premium distributed to the Class A-1, Class A-SB,
Class A-2 and Class A-3 Certificates as described above, (iii) to the Class X-B Certificates, the excess,
if any, of (A) the product of (I) the Non-Retained Percentage of such Yield Maintenance Charge or Prepayment Premium and (II) a
fraction, the numerator of which is equal to the amount of principal distributed to the Class A-S and Class B Certificates for
that Distribution Date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class A-SB,
Class A-2, Class A-3, Class A-S, Class B, Class C, Class D and Class E Certificates for that Distribution Date, over (B) the amount
of such Yield Maintenance Charge or Prepayment Premium distributed to the Class A-S and Class B Certificates as described above,
and (iv)  to the Class X-D Certificates, any remaining portion of the Non-Retained Percentage of such Yield Maintenance Charge
or Prepayment Premium as described above in this clause (x), and (y) to the RR Interest, the Required Credit Risk Retention
Percentage of such Yield Maintenance Charge or Prepayment Premium.


 






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For purposes of the first
paragraph of this Section 4.01(e), the relevant “Base Interest Fraction” in connection with any
Principal Prepayment of any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and
with respect to any Class of Principal Balance Certificates (other than the RR Interest), shall be a fraction (A) the numerator
of which is the greater of (x) zero and (y) the difference between (i) the Pass-Through Rate on such Class for
the related Distribution Date, and (ii) the applicable Discount Rate and (B) the denominator of which is the difference
between (i) the Mortgage Rate on such Mortgage Loan and (ii) the applicable Discount Rate; provided that: (a) under
no circumstances will the Base Interest Fraction be greater than 1.0; (b) if the applicable Discount Rate is greater than
or equal to the Mortgage Rate on such Mortgage Loan and is greater than or equal to the Pass-Through Rate on such Class for
the related Distribution Date, then the Base Interest Fraction will equal zero; and (c) if the applicable Discount Rate is
greater than or equal to the Mortgage Rate on such Mortgage Loan and is less than the Pass-Through Rate on such Class for the
related Distribution Date, then the Base Interest Fraction shall be equal to 1.0. If a Mortgage Loan provides for a step-up
in the Mortgage Rate, then the Mortgage Rate used in the determination of the Base Interest Fraction will be the Mortgage Rate
in effect at the time of the prepayment.


 


For purposes of the preceding
paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge
collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum
equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge
pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the applicable
Master Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation
of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan,
as the case may be, the yield calculated by the linear interpolation of the yields (as reported under the heading “U.S. Government
Securities/Treasury Constant Maturities” in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve
Board for the week most recently ended before the date of the relevant prepayment (or deemed prepayment) of U.S. Treasury constant
maturities with a maturity date, one longer and one shorter, most nearly approximating the related Stated Maturity Date (in the
case of a Mortgage Loan or REO Loan that is not related to an ARD Loan) or the related Anticipated Repayment Date (in the case
of a Mortgage Loan or REO Loan that is related to an ARD Loan)), such interpolated yield converted to a monthly equivalent yield.
If Federal Reserve Statistical Release H.15 (519) is no longer published, the Certificate Administrator shall select a comparable
publication as the source of the applicable yields of U.S. Treasury constant maturities.


 


No Yield Maintenance
Charge or Prepayment Premium shall be distributed to the Class X-F, Class X-G, Class X-H, Class F, Class G,
Class H, Class R or Class V Certificates.


 


All distributions of
Yield Maintenance Charges and Prepayment Premiums made in respect of the respective Classes of Regular Certificates on each Distribution
Date pursuant to Section 4.01(e) shall first be deemed to be distributed from the Lower-Tier REMIC to the
Upper-Tier REMIC in respect of the Lower-Tier Regular Interests, pro rata based upon the


 






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amount of principal distributed
in respect of each such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c)
above.


 


(f)           
On each Distribution Date, the Certificate Administrator shall withdraw amounts from the Gain-on-Sale Reserve Account (other
than amounts with respect to a Non-Serviced Mortgage Loan) equal to the Gain-on-Sale Remittance Amount for such Distribution Date.
The Certificate Administrator shall deposit such amounts in the Distribution Account for distribution pursuant to Section 4.01(a)
to the Holders of the Regular Certificates other than the RR Interest (in order of distribution priority) (first deeming such amounts
to be distributed with respect to the Related Lower-Tier Regular Interests). Amounts paid in reimbursement of Realized Losses shall
not reduce the Certificate Balances of the Classes of Certificates receiving such distributions. Any amounts remaining in the Gain-on-Sale
Reserve Account after such distributions shall be applied to offset future Realized Losses with respect to the Principal Balance
Certificates and related Realized Losses in each case allocable to the Regular Certificates (other than the RR Interest). Upon
termination of the Trust, any amounts remaining in the Gain-on-Sale Reserve Account shall be distributed to the Holders of the
Class R Certificates from the Lower-Tier REMIC in respect of the Class LR Interest.


 


In addition, on each
Distribution Date, the Certificate Administrator shall withdraw amounts from the Retained Certificate Gain-on-Sale Reserve Account
(other than amounts with respect to a Non-Serviced Mortgage Loan) equal to the Retained Certificate Gain-on-Sale Remittance Amount
for such Distribution Date. The Certificate Administrator shall deposit such amounts in the Distribution Account for distribution
pursuant to Section 4.01(b) to the Holders of the RR Interest (first deeming such amounts to be distributed with respect
to the Related Lower-Tier Regular Interest). Amounts paid in reimbursement of Retained Certificate Realized Losses shall not reduce
the Certificate Balance of the RR Interest if it receives such distributions. Any amounts remaining in the Retained Certificate
Gain-on-Sale Reserve Account after such distributions shall be applied to offset future Retained Certificate Realized Losses with
respect to the RR Interest. Upon termination of the Trust, any amounts remaining in the Retained Certificate Gain-on-Sale Reserve
Account shall be distributed to the Holders of the Class R Certificates from the Lower-Tier REMIC in respect of the Class LR Interest.


 


(g)          
All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata
among the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically
provided in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on
each Distribution Date shall be made to the Certificateholders of the respective Class of record at the close of business on the
related Record Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder
at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate
Administrator with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions
may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, previously allocated to such Certificate)
will be made in like manner, but


 






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only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar
or such other location specified in the notice to Certificateholders of such final distribution.


 


Each distribution with
respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents
and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”)
for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents.
None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicers, the Special
Servicers or the Underwriters shall have any responsibility therefor except as otherwise provided by this Agreement or applicable
law.


 


(h)          
Except as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final
distribution with respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount
of Realized Losses or Retained Certificate Realized Losses, as applicable, previously allocated to such Class of Certificates)
will be made on the next Distribution Date, the Certificate Administrator shall, no later than the related P&I Advance Determination
Date, post on the Certificate Administrator’s Website pursuant to Section 3.13(b) a notice in electronic format
to the effect that:


 


(i)           
the Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made
on such Distribution Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar
or such other location therein specified; and


 


(ii)           
no interest shall accrue on such Certificates from and after such Distribution Date.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this
Section 4.01(h) shall not have been surrendered for cancellation within six (6) months after the time specified in
such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to
surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one (1) year
after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator,
directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The
costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of
the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust hereunder by the Certificate


 






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Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).


 


(i)            
Distributions in reimbursement of Realized Losses or Retained Certificate Realized Losses, as applicable, previously allocated
to the Regular Certificates shall be made in the amounts and manner specified in Section 4.01(a), Section 4.01(b)
or Section 4.01(d), as applicable, to the Holders of the respective Class otherwise entitled to distributions of interest
and principal on such Class on the relevant Distribution Date; provided that all distributions in reimbursement of Realized
Losses or Retained Certificate Realized Losses, as applicable, previously allocated to a Class of Certificates which has since
been retired shall be to the prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall be
made by check mailed to the address of each such prior Holder last shown in the Certificate Register. Notice of any such distribution
to a prior Holder shall be made in accordance with Section 13.05 at such last address. The amount of the distribution
to each such prior Holder shall be based upon the aggregate Percentage Interest evidenced by the Certificates surrendered thereby.
If the check mailed to any such prior Holder is returned uncashed, then the amount thereof shall be set aside and held uninvested
in trust for the benefit of such prior Holder, and the Certificate Administrator shall attempt to contact such prior Holder in
the manner contemplated by Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 


(j)            
On each Distribution Date, any Excess Interest received during the related Collection Period with respect to any ARD Loans
shall be distributed (i) to the Holders of the Excess Interest Certificates in an amount equal to the Non-Retained Percentage
of such Excess Interest and (ii) to the Holders of the RR Interest in an amount equal to the Required Credit Risk Retention
Percentage of such Excess Interest, in each case, from the Excess Interest Distribution Account. Excess Interest will not be available
to pay any other amounts except for distributions on Excess Interest Certificates and the RR Interest as set forth in the prior
sentence.


 


(k)           
On each Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall
make withdrawals and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)            
to pay to the applicable Master Servicer for deposit into the Collection Account, as applicable, any amounts deposited by
such Master Servicer in the Companion Distribution Account not required to be deposited therein;


 


(ii)          
to the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee
or the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 






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(iii)        
to pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related
Companion Holder, in accordance with the related Intercreditor Agreement; and


 


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


 


All distributions from
the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder
by wire transfer in immediately available funds on each Serviced Whole Loan Remittance Date (and on each additional date required
by this Agreement or the related Intercreditor Agreement) to the account of such Companion Holder or an agent therefor appearing
on the Serviced Companion Noteholder Register on the related Record Date (or, if no such account so appears or information relating
thereto is not provided at least five (5) Business Days prior to the related Record Date, by check sent by first class mail to
the address of such Companion Holder or its agent appearing on the Serviced Companion Noteholder Register). Any such account shall
be located at a commercial bank in the United States.


 


On the final Remittance
Date, each Master Servicer shall withdraw from its Collection Account and deliver to the Certificate Administrator who shall distribute
to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and that were transferred
from the Loss of Value Reserve Fund to its Collection Account on the immediately preceding Remittance Date.


 


Section 4.02      Distribution
Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney. (a) On each
Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b) on the
Certificate Administrator’s Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G
hereto and based in part upon information supplied to the Certificate Administrator in the related CREFC®
Investor Reporting Package in accordance with CREFC® guidelines) as to the distributions made on such
Distribution Date (each, a “Distribution Date Statement”) which shall include:


 


(i)           
the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the
Certificate Balance thereof;


 


(ii)          
the aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including
the previous Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance
Date;


 


(iii)         
the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid
to the applicable Master Servicer and the applicable Special Servicer, compensation paid to the Operating Advisor, compensation
paid to the Asset Representations Reviewer and CREFC® Intellectual Property Royalty License Fees paid to CREFC®,
in each case, with respect to the


 


 






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Collection Period for such Determination Date together with detailed calculations of servicing
compensation paid to such Master Servicer and such Special Servicer;


 


(iv)         
the aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans,
outstanding immediately before and immediately after such Distribution Date;


 


(v)          
the aggregate amount of unscheduled payments received;


 


(vi)         
the number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average
Mortgage Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period
for such Distribution Date;


 


(vii)        
the number and aggregate principal balance of the Mortgage Loans (A) delinquent 30-59 days, (B) delinquent
60-89 days, (C) delinquent 90 days to 120 days, (D) current but specially serviced or in foreclosure but not an REO
Property and (E) for which the related Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)       
the value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included
in the Trust Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis,
based on the most recent Appraisal or valuation;


 


(ix)          
the Available Funds and Retained Certificate Available Funds for such Distribution Date;


 


(x)          
the (A) Interest Distribution Amount, Interest Accrual Amount and Interest Shortfall or (B) Retained Certificate Interest
Distribution Amount, as applicable, in respect of such Class of Certificates for such Distribution Date, separately identifying
any Interest Distribution Amount, Interest Accrual Amount, Interest Shortfall or Retained Certificate Interest Distribution Amount,
as applicable, for such Distribution Date allocated to such Class of Certificates;


 


(xi)         
the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to (A) Yield
Maintenance Charges, (B) in the case of the Class V Certificates and the RR Interest, Excess Interest and (C) Prepayment
Premiums;


 


(xii)        
the Pass-Through Rate for such Class of Certificates for such Distribution Date and the next succeeding Distribution
Date;


 


(xiii)       
the Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date,
with respect to the pool of Mortgage Loans;


 


(xiv)       
the Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately
after such Distribution Date,


 






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separately identifying any reduction therein as a result of the allocation of any Realized Loss or
Retained Certificate Realized Loss, as applicable, on such Distribution Date and the aggregate amount of all reductions as a result
of allocations of Realized Losses or Retained Certificate Realized Losses, as applicable, in respect of the Principal Balance Certificates
(other than the RR Interest) and the RR Interest, respectively, to date;


 


(xv)         
the Certificate Factor for each Class of Certificates (other than the Class R and Class V Certificates) immediately
following such Distribution Date;


 


(xvi)        
the amount of any Cumulative Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the
amount allocable to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan
basis;


 


(xvii)       
the current Controlling Class;


 


(xviii)      
the number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xix)         a loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous
Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date) and the amount and the type of Principal
Prepayment occurring;


 


(xx)          a loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the
case of the first Distribution Date, as of the Cut-off Date);


 


(xxi)         all deposits into, withdrawals from, and the balance of the Interest Reserve Account on the P&I Advance Date;


 


(xxii)        in the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(b), 4.01(c) and 4.01(f);


 


(xxiii)       the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of
previously allocated Realized Losses or Retained Certificate Realized Losses, as applicable;


 


(xxiv)       the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxv)        with respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in
the case of the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment
in full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with such Liquidation Event


 






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(separately identifying the portion thereof allocable to distributions on the Certificates), (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates (other than the RR Interest) in connection with such
Liquidation Event, and (D) the amount of any Retained Certificate Realized Loss allocated to the RR Interest in connection
with such Liquidation Event;


 


(xxvi)       with respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest
therein) included in the Trust as to which the applicable Special Servicer determined, in accordance with the Servicing Standard,
that all payments or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination
Date, (A) the loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts
received in connection with that determination (separately identifying the portion thereof allocable to distributions on the Certificates),
(C) the amount of any Realized Loss allocated to the Principal Balance Certificates (other than the RR Interest) in respect
of the related REO Loan in connection with that determination, and (D) the amount of any Retained Certificate Realized Loss
allocated to the RR Interest in respect of the related REO Loan in connection with that determination;


 


(xxvii)      the aggregate amount of interest on P&I Advances paid to the applicable Master Servicer and the Trustee since the previous
Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage
Loans;


 


(xxviii)     [RESERVED];


 


(xxix)       the then-current credit support levels for each Class of Certificates;


 


(xxx)        the aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified)
collected since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxxi)       a loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxii)      a loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage
Loan by the applicable Mortgage Loan Seller;


 


(xxxiii)     an itemized listing of any Disclosable Special Servicer Fees received by the applicable Special Servicer or any of its Affiliates,
which information will be provided to the Certificate Administrator by the applicable Master Servicer; and


 


(xxxiv)     the amount of any Excess Interest actually received.


 


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv), (xxiii), (xxiv)
and (xxxiv) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable
Class and per Definitive Certificate.


 






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The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and
posting of such information to the Certificate Administrator’s website.


 


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during
the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and
(x) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person
was a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable, or
that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for
such calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the Code
as from time to time are in force.


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for
such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the
Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary
from the Asset Representations Reviewer.


 


(b)          
[RESERVED].


 


(c)           
Each of the Master Servicers and the Special Servicers may, at its sole cost and expense, make available by electronic media,
bulletin board service or Internet website (in addition to making information available as provided herein) any reports or other
information such Master Servicer or such Special Servicer, as applicable, is required or permitted to provide to any party to this
Agreement, the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided such Master Servicer
or such Special Servicer, as applicable, with an Investor Certification or has executed a “click-through” confidentiality
agreement in accordance with Section 3.13 (which may be a licensed or registered investment advisor) to the extent
such action does not conflict with the terms of this Agreement (including without limitation, any requirements to keep Privileged
Information confidential), the terms of the Mortgage Loans or applicable law. Notwithstanding this paragraph, the availability
of such information or reports on the Internet or similar electronic media shall not be deemed to satisfy any specific delivery
requirements in this Agreement except as set forth herein. In connection with providing access to the applicable Master Servicer’s
Internet website, such Master Servicer shall take reasonable measures to ensure that only such parties listed above may access
such information including, without limitation, requiring registration, a confidentiality agreement and acceptance of a disclaimer.
No Master Servicer or Special Servicer, as the case may be, shall be liable for dissemination of this information in accordance
with this Agreement, and no Master Servicer or the Special Servicer shall be responsible for any information delivered, produced,
or made available pursuant to Section 3.13 and Section 4.02(a), other than information produced by such
Master Servicer or such Special Servicer, as applicable; provided that such information


 






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otherwise meets the requirements
set forth herein with respect to the form and substance of such information or reports. The applicable Master Servicer shall be
entitled to attach to any report provided pursuant to this Section 4.02(c), any reasonable disclaimer with respect
to information provided, or any assumptions required to be made by such report.


 


Each Special Servicer
shall from time to time (and, in any event, as may be reasonably required by the applicable Master Servicer) provide the applicable
Master Servicer with such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary
for the applicable Master Servicer to prepare each report and any supplemental information to be provided by the applicable Master
Servicer to the Certificate Administrator. None of the Certificate Administrator, the Trustee or the Depositor shall have any obligation
to recompute, verify or recalculate the information provided thereto by the applicable Master Servicer. Unless the Certificate
Administrator has actual knowledge that any report or file received from such Master Servicer contains erroneous information, the
Certificate Administrator is authorized to rely thereon in calculating and making distributions to Certificateholders in accordance
with Section 4.01, preparing the Distribution Date Statement required by Section 4.02(a) and allocating
Realized Losses and/or Retained Certificate Realized Losses, as applicable, to the Certificates in accordance with Section 4.04.


 


Notwithstanding the foregoing,
the failure of a Master Servicer or a Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c)
or of Section 4.02(d) to the extent such Master Servicer or such Special Servicer so fails because such disclosure,
in the reasonable belief of such Master Servicer or such Special Servicer, as the case may be, would violate any applicable law
or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or the Mortgaged
Properties. The applicable Master Servicer or the applicable Special Servicer may affix to any information provided by it any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto).


 


(d)          
Upon the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of
a Certificate that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate
as such and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as
reasonably practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting
party such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A
under the Securities Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for
the sufficiency under Rule 144A or any other securities laws of any available information so furnished to any person including
any prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished
which was prepared or delivered to them by another.


 


(e)           
The information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as


 


 






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specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


(f)           
Upon the reasonable request of the Directing Certificateholder or any Controlling Class Certificateholder that, in either
case, is an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Loan identified to the applicable
Master Servicer’s (in the case of a Non-Specially Serviced Loan) or the applicable Special Servicer’s (in the case
of a Specially Serviced Loan) reasonable satisfaction (at the expense of the Directing Certificateholder or such Controlling Class
Certificateholder) and if such information is in such Master Servicer’s or such Special Servicer’s possession, as applicable,
such Master Servicer or such Special Servicer shall provide or make available (or forward electronically) to the Directing Certificateholder
or such Controlling Class Certificateholder, as applicable, (at the expense of the Directing Certificateholder or such Controlling
Class Certificateholder, as applicable) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s
Website but not accessible to the Directing Certificateholder or such Controlling Class Certificateholder, as applicable, through
the Certificate Administrator’s Website because the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, is an Excluded Controlling Class Holder with respect to another Excluded Controlling Class Loan) relating to any
Excluded Controlling Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder,
as applicable, is not a Borrower Party; provided that, in connection therewith, the applicable Master Servicer or the applicable
Special Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be reasonably
acceptable to such Master Servicer or such Special Servicer, generally to the effect that such Person is the Directing Certificateholder
or a Controlling Class Certificateholder, will keep such Excluded Information confidential and is not a Borrower Party, upon which
such Master Servicer or such Special Servicer may conclusively rely. In addition, the applicable Master Servicer and the applicable
Special Servicer shall be entitled to conclusively rely on delivery from the Directing Certificateholder or a Controlling Class
Certificateholder, as applicable, of an Investor Certification substantially in the form of Exhibit P-1B that the Directing
Certificateholder or Controlling Class Certificateholder is not an Excluded Controlling Class Holder with respect to a particular
Mortgage Loan. For the avoidance of doubt, the applicable Special Servicer referenced in this Section 4.02(f) shall
include any applicable Excluded Special Servicer with respect to the related Excluded Special Servicer Loan(s).


 


Section 4.03     
P&I Advances. (a) On or before 4:00 p.m., New York City time, on each P&I Advance Date, the applicable
Master Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC
Distribution Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans serviced
by such Master Servicer to be made in respect of the related Distribution Date, (ii) apply amounts held in the Collection
Account, for future distribution to Certificateholders in subsequent months in discharge of any such obligation to make such P&I
Advances or (iii) make such P&I Advances in the form of any combination of (i) and (ii) aggregating the total amount
of P&I Advances to be made. Any amounts held in the applicable Collection Account for future distribution and so used to make
P&I Advances shall be appropriately reflected in the applicable Master Servicer’s records and replaced by such Master
Servicer by deposit in the Collection Account on or before the next succeeding P&I Advance Date (to the extent not previously


 






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replaced through the deposit of Late Collections of the delinquent principal and/or interest in respect of which such P&I Advances
were made). The applicable Master Servicer shall notify the Certificate Administrator of (i) the aggregate amount of P&I
Advances to be made by such Master Servicer for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances
with respect to Mortgage Loans serviced by such Master Servicer for such Distribution Date, on or before two (2) Business Days
prior to such Distribution Date. If the applicable Master Servicer fails to make a required P&I Advance by 4:00 p.m.,
New York City time, on any P&I Advance Date, the Trustee shall make such P&I Advance pursuant to Section 7.05
by noon, New York City time, on the related Distribution Date, unless such Master Servicer shall have cured such failure (and provided
written notice of such cure to the Trustee and the Certificate Administrator) by 11:00 a.m., New York City time, on such Distribution
Date. In the event that the applicable Master Servicer fails to make a required P&I Advance hereunder, the Certificate Administrator
shall notify the Trustee of such circumstances by 4:30 p.m., New York City time, on the related P&I Advance Date. Notwithstanding
the foregoing, the portion of any P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee
shall not be remitted to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account but shall
be deposited into the applicable Collection Account for payment to CREFC® on such Distribution Date.


 


If the applicable Master
Servicer or the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Whole Loan with a related Serviced
Companion Loan, then it shall provide to the related other master servicer and Other Trustee under the Other Pooling and Servicing
Agreement written notice of the amount of such P&I Advance with respect to such Mortgage Loan within two (2) Business Days
of making such P&I Advance.


 


If the applicable Master
Servicer or the Trustee makes a P&I Advance with respect to a Non-Serviced Mortgage Loan, then it shall provide to the related
Non-Serviced Master Servicer and Non-Serviced Trustee written notice of the amount of such P&I Advance within two (2) Business
Days of making such P&I Advance.


 


(b)          
Subject to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made
by each Master Servicer with respect to any Distribution Date, and each Mortgage Loan for which it acts as Master Servicer, shall
be equal to: (i) the Periodic Payments (net of related Servicing Fees and, in the case of any Non-Serviced Mortgage Loan,
a fee accruing at the related Non-Serviced Primary Servicing Fee Rate) other than Balloon Payments, that were due on such Mortgage
Loan (including any Non-Serviced Mortgage Loan) and any REO Loan (other than any portion of an REO Loan related to a Companion
Loan) for which it acts as Master Servicer during the related Collection Period and were not received as of the close of business
on the Business Day preceding the related P&I Advance Date (or not advanced by any Sub-Servicer on behalf of the applicable
Master Servicer) and (ii) with respect to each such Mortgage Loan delinquent in respect of its Balloon Payment as of the P&I
Advance Date (including any REO Loan (other than any portion of an REO Loan related to a Companion Loan) as to which the related
Balloon Payment would have been past due), an amount equal to the Assumed Scheduled Payment therefor. Subject to Section 4.03(c)
below, the obligation of the applicable Master Servicer to make such P&I Advances is mandatory, and with respect to any Mortgage
Loan (including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan),
shall continue until the Distribution Date


 






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on which the proceeds, if any, received in connection with a Liquidation Event or the
disposition of the REO Property, as the case may be, with respect thereto are to be distributed. No P&I Advances shall be made
with respect to any Companion Loan.


 


(c)           
Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I
Advance would, if made, constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, the applicable
Master Servicer, the applicable Special Servicer or the Trustee shall make its determination that a P&I Advance that has been
made on such Serviced Mortgage Loan is a Nonrecoverable Advance or that any proposed P&I Advance would, if made, constitute
a Nonrecoverable Advance with respect to such Serviced Mortgage Loan independently of any determination made by the applicable
Other Servicer or Other Trustee, as the case may be, under the applicable Other Pooling and Servicing Agreement in respect of the
related Serviced Companion Loan. If the applicable Master Servicer, the applicable Special Servicer or the Trustee determines that
a proposed P&I Advance with respect to a Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to
a Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the applicable Master Servicer,
the applicable Special Servicer or the Trustee, as applicable, shall provide the applicable Other Servicer written notice of such
determination within two (2) Business Days of the date of such determination. If the applicable Master Servicer receives written
notice from the related Other Servicer, as the case may be, that an Other Servicer or the Other Trustee has determined, in accordance
with the applicable Other Pooling and Servicing Agreement with respect to a Serviced Companion Loan, that any proposed advance
under the applicable Other Pooling and Servicing Agreement that is similar to a P&I Advance would be, or any outstanding advance
under such Other Pooling and Servicing Agreement that is similar to a P&I Advance is, a nonrecoverable advance, then the applicable
Master Servicer, the applicable 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 Serviced Mortgage Loan will be a Nonrecoverable P&I
Advance. Thereafter, in either case, the applicable Master Servicer and the Trustee shall not be required to make any additional
P&I Advances with respect to the related Serviced Mortgage Loan unless and until such Master Servicer or the Trustee, as the
case may be, determines that any such additional P&I Advances with respect to the related Serviced Mortgage Loan would not
be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related Other Servicer, as
the case may be, or otherwise. For the avoidance of doubt, the applicable Master Servicer, the applicable 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.


 


With respect to each
Non-Serviced Mortgage Loan, the applicable Master Servicer, the applicable Special Servicer or the Trustee shall make its determination
(based on information provided by the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer) that a P&I
Advance that has been made on such Non-Serviced Mortgage Loan is a Nonrecoverable Advance or that any proposed P&I Advance
would, if made, constitute a Nonrecoverable Advance with respect to such Non-Serviced Mortgage Loan independently of any determination
made by the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer or the Non-Serviced Trustee,
as the case may be, under the applicable Non-Serviced PSA in respect of the related Non-Serviced Companion Loan. If the


 






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applicable
Master Servicer, the applicable Special Servicer or the Trustee determines that a proposed P&I Advance with respect to a Non-Serviced
Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would
be, or is, as applicable, a Nonrecoverable Advance, the applicable Master Servicer, the applicable Special Servicer or the Trustee,
as applicable, shall provide the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer written notice of
such determination within two (2) Business Days of the date of such determination. If the applicable Master Servicer receives written
notice from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may be,
that either has determined, or the Non-Serviced Trustee has determined, in accordance with the applicable Non-Serviced PSA with
respect to a Non-Serviced Companion Loan, that any proposed advance under the applicable Non-Serviced PSA that is similar to
a P&I Advance would be, or any outstanding advance under such Non-Serviced PSA that is similar to a P&I Advance is, a nonrecoverable
advance, then the applicable Master Servicer, the applicable 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 Non-Serviced Mortgage
Loan will be a Nonrecoverable P&I Advance. Thereafter, in either case, the applicable Master Servicer and the Trustee shall
not be required to make any additional P&I Advances with respect to the related Non-Serviced Mortgage Loan unless and until
such Master Servicer or the Trustee, as the case may be, determines that any such additional P&I Advances with respect to the
related Non-Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of
consultation with the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as the case may
be, or otherwise. For the avoidance of doubt, the applicable Master Servicer, the applicable 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.


 


(d)          
In connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a),
the applicable Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be,
out of any amounts then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion
Noteholder (unless related thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement),
interest at the Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made
to but not including the date of reimbursement; provided, however, that no interest will accrue on any P&I Advance
(i) if the related Periodic Payment is received on or before the related Due Date has passed and any applicable Grace Period
has expired or (ii) if the related Periodic Payment is received after the Determination Date but on or prior to the related
P&I Advance Date. The applicable Master Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding
P&I Advance, subject to Section 3.17 of this Agreement, as soon as practicably possible after funds available for
such purpose are deposited in the Collection Account.


 


(e)          
Notwithstanding the foregoing, (i) neither the applicable Master Servicer nor the Trustee shall make an advance for
Excess Interest, Yield Maintenance Charges, Default Interest, late payment charges, Prepayment Premiums, or Balloon Payments or
make any P&I Advance with respect to any Companion Loan or any cure payment payable by a holder of an AB Subordinate Companion
Loan and (ii) if an Appraisal Reduction Amount has been


 


 






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determined with respect to any Mortgage Loan (or, in the case of a
Non-Serviced Mortgage Loan, an “appraisal reduction amount” (or similar item) has been made in accordance with the
related Non-Serviced PSA and the applicable Master Servicer has notice of such appraisal reduction amount) then in the event of
subsequent delinquencies thereon, the interest portion of the P&I Advance in respect of such Mortgage Loan for the related
Distribution Date shall be reduced (it being herein acknowledged that there shall be no reduction in the principal portion of such
P&I Advance) to equal the product of (x) the amount of the interest portion of such P&I Advance for such Mortgage
Loan for such Distribution Date without regard to this clause 4.03(e)(ii), and (y) a fraction, expressed as a
percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution
Date, net of the related Appraisal Reduction Amount (or, in the case of a Serviced Whole Loan, the portion of such Appraisal Reduction
Amount allocated to the related Mortgage Loan), if any, and the denominator of which is equal to the Stated Principal Balance of
such Mortgage Loan immediately prior to such Distribution Date. For purposes of the immediately preceding sentence, the Periodic
Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution
Date.


 


Section 4.04      Allocation
of Realized Losses. (a) On each Distribution Date, immediately following the distributions to be made on such date
pursuant to Section 4.01, the Certificate Administrator shall calculate the Realized Loss and
Retained Certificate Realized Loss for such Distribution Date. Any allocation of Realized Losses or Retained Certificate
Realized Losses to a Class of Regular Certificates shall be made by reducing the Certificate Balance thereof by the amount so
allocated. Any Realized Losses or Retained Certificate Realized Losses so allocated to a Class of Regular Certificates shall
be allocated among the respective Certificates of such Class in proportion to the Percentage Interests evidenced thereby. The
allocation of Realized Losses or Retained Certificate Realized Losses shall constitute an allocation of losses and other
shortfalls experienced by the Trust. Reimbursement of previously allocated Realized Losses and Retained Certificate Realized
Losses will not constitute distributions of principal for any purpose and will not result in an additional reduction in the
Certificate Balance of the applicable Class of Certificates in respect of which any such reimbursement is made. With respect
to any Class of Principal Balance Certificates, to the extent any Nonrecoverable Advances (plus interest thereon) that were
reimbursed from principal collections on the Mortgage Loans and previously resulted in a reduction of the Aggregate Principal
Distribution Amount (and corresponding to a reduction of the Principal Distribution Amount and Retained Certificate Principal
Distribution Amount) are subsequently recovered on the related Mortgage Loan, the amount of such recovery will be added to
the Certificate Balance of the Class or Classes of Principal Balance Certificates that previously were allocated Realized
Losses and Retained Certificate Realized Losses, as applicable, and in the case of Realized Losses, in sequential order
according to the priority of payments for the Principal Balance Certificates (other than the RR Interest) (and in the case of
the Principal Balance Certificates that are Senior Certificates, on a pro rata basis according to the amount of
unreimbursed Realized Losses on such Classes), in each case up to the amount of the unreimbursed Realized Losses and
Retained Certificate Realized Losses, as applicable, allocated to such Class of Principal Balance Certificates.


 


(b)          
 (i) On each Distribution Date, the Certificate Balances of the Principal Balance Certificates (other than the RR Interest)
will be reduced without distribution, as a


 






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write-off to the extent of any Realized Losses, if any, allocable to such Certificates
with respect to such Distribution Date. Any such write-off shall be allocated in Reverse Sequential Order.


 


(ii)            On each Distribution
Date, the Certificate Balance of the RR Interest will be reduced without distribution, as a write-off to the extent of any
Retained Certificate Realized Losses with respect to such Distribution Date.


 


(c)           
With respect to any Distribution Date, any Realized Losses or Retained Certificate Realized Losses allocated to a Class
of Principal Balance Certificates pursuant to Section 4.04(a) or Section 4.04(b) with respect to such Distribution
Date shall reduce the Lower-Tier Principal Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


Section 4.05     
Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a) For purposes of (x) determining the Controlling
Class (and whether a Control Termination Event has occurred and is continuing) and (y) determining the Voting Rights
of the related Classes for purposes of removal of the applicable Special Servicer or the Operating Advisor, Allocated Appraisal
Reduction Amounts and Allocated Collateral Deficiency Amounts (with respect to a Serviced Whole Loan, to the extent allocated to
the related Mortgage Loan) shall be allocated to each Class of Certificates (other than the RR Interest) in reverse sequential
order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class is reduced to
zero (i.e., first, to the Class H Certificates, second, to the Class G Certificates, third,
to the Class F Certificates, fourth, to the Class E Certificates, fifth, to the Class D Certificates,
sixth, to the Class C Certificates, seventh, to the Class B Certificates, eighth, to the Class A-S
Certificates, and finally, pro rata based on their respective interest entitlements, to the Senior Certificates
(other than the Class X-A, Class X-B, Class X-D, Class X-F, Class X-G and Class X-H
Certificates).


 


Appraisal Reduction Amounts
and Cumulative Appraisal Reduction Amounts allocated to a related Mortgage Loan will be allocated between the RR Interest on the
one hand and the Senior Certificates and Subordinate Certificates, on the other hand, based on the Required Credit Risk Retention
Percentage and the Non-Retained Percentage, respectively.


 


As of the first Determination
Date following a Serviced Mortgage Loan becoming an AB Modified Loan, the applicable Special Servicer shall calculate whether a
Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal obtained
by the applicable Special Servicer with respect to such Mortgage Loan, and all other information relevant to a Collateral Deficiency
Amount determination. Upon obtaining knowledge or receipt of notice by the applicable Master Servicer that a Non-Serviced Mortgage
Loan has become an AB Modified Loan, the applicable Master Servicer shall (i) promptly request from the related Non-Serviced
Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal with respect to such AB Modified
Loan, in addition to all other information reasonably required by the applicable Master Servicer to calculate whether a Collateral
Deficiency Amount exists with respect to such AB Modified Loan, and (ii) as of the first Determination Date following receipt by
the applicable Master Servicer of the appraisal and any other information set forth in the immediately preceding clause (i)
that the applicable Master Servicer reasonably expects to receive, calculate whether a


 






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Collateral Deficiency Amount exists with
respect to such AB Modified Loan, taking into account the most recent appraisal obtained by the Non-Serviced Special Servicer with
respect to such Non-Serviced Mortgage Loan, and all other information in its possession relevant to a Collateral Deficiency Amount
determination. Upon obtaining knowledge or receipt of notice by any other party to this Agreement that a Non-Serviced Mortgage
Loan has become an AB Modified Loan, such party shall promptly notify the applicable Master Servicer thereof. Upon reasonable prior
written request, the applicable Master Servicer shall provide the applicable Special Servicer with information in its possession
or, with respect to Non-Specially Serviced Loans, reasonably obtainable by the applicable Master Servicer that is reasonably required
to calculate or recalculate any Collateral Deficiency Amount. None of the Master Servicers (with respect to Serviced Mortgage Loans),
the Special Servicers (with respect to Non-Serviced Mortgage Loans), the Operating Advisor (unless a Control Termination Event
has occurred and is continuing and the applicable Special Servicer has calculated any such Collateral Deficiency Amount), the Trustee
or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount.


 


For purposes of determining
the Controlling Class and whether a Control Termination Event has occurred and is continuing, Allocated Collateral Deficiency Amounts
allocated to an AB Modified Loan will be allocated to each Class of Control Eligible Certificates in Reverse Sequential Order to
notionally reduce the related Certificate Balances until the Certificate Balance of each such Class of Control Eligible Certificates
is reduced to zero. For the avoidance of doubt, for purposes of determining the Controlling Class or the occurrence and continuance
of a Control Termination Event, any Class of Control Eligible Certificates shall be allocated both applicable Appraisal Reduction
Amounts and applicable Collateral Deficiency Amounts (the sum of which shall constitute the applicable Cumulative Appraisal Reduction
Amount), in accordance with this Section 4.05(a), but only to the extent of the Allocated Appraisal Reduction Amounts
and Allocated Cumulative Appraisal Reduction Amounts.


 


With respect to (i) any
Appraisal Reduction Amount calculated for the purposes of determining the Voting Rights of the related Classes for purposes of
removal of a Special Servicer or Operating Advisor and (ii) any Appraisal Reduction Amount or Collateral Deficiency Amount calculated
for purposes of determining the Controlling Class or the occurrence and continuance of a Control Termination Event, the appraised
value of the related Mortgaged Property shall be determined on an “as is” basis.


 


The applicable Special
Servicer (in the case of a Serviced Mortgage Loan) or the applicable Master Servicer (in the case of a Non-Serviced Mortgage Loan)
shall promptly notify the applicable Master Servicer or the applicable Special Servicer, as the case may be, and the applicable
Master Servicer shall notify the Certificate Administrator, to the extent it receives such information, of the amount of any Appraisal
Reduction Amount, any Collateral Deficiency Amount and any resulting Cumulative Appraisal Reduction Amount allocated to each Mortgage
Loan, AB Modified Loan or Serviced Whole Loan (which notification shall be satisfied through delivery of such Appraisal Reduction
Amount as included in the CREFC® Appraisal Reduction Amount Template included in the CREFC® Investor
Reporting Package with respect to the Collateral Deficiency Amount and the Cumulative Appraisal Reduction Amount) and the Certificate
Administrator shall promptly post notice of such Appraisal Reduction Amount, Collateral Deficiency Amount and/or Cumulative Appraisal
Reduction Amount, as applicable, to


 






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the Certificate Administrator’s Website. Based on information in its possession, the
Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class. Promptly upon
its determination of a change in the Controlling Class, the Certificate Administrator shall notify the applicable Master Servicer,
the applicable Special Servicer and the Operating Advisor of such event, including the identity and contact information of the
new Controlling Class Certificateholder and the identity of the Controlling Class as set forth in Section 3.23(m)
(the cost of obtaining such information from the Depository being an expense of the Trust).


 


(b)          
 (i) The Holders of the majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any
time of determination to no longer be the Controlling Class (any such Class, an “Appraised-Out Class”) as
a result of an Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) in respect of such Class shall have the
right, at their sole expense, to require the applicable Special Servicer to order (or, with respect to a Non-Serviced Mortgage
Loan, require the applicable Master Servicer to request from the applicable Non-Serviced Special Servicer) a second Appraisal with
respect to any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event has occurred or as to which there
exists a Collateral Deficiency Amount (such Holders, the “Requesting Holders”). The applicable Special Servicer
shall use its reasonable efforts to cause such second Appraisal to be delivered within thirty (30) days from receipt of the Requesting
Holders’ written request and shall cause such Appraisal to be prepared on an “as-is” basis by an MAI appraiser
(provided that such MAI appraiser may not be the same MAI appraiser that provided the Appraisal in respect of which the
Requesting Holders are requesting the applicable Special Servicer to obtain an additional Appraisal). With respect to any such
Non-Serviced Mortgage Loan, the applicable Master Servicer shall use commercially reasonable efforts to obtain such second Appraisal
from the applicable Non-Serviced Special Servicer and to forward such second Appraisal to the applicable Special Servicer.


 


In addition, the Requesting
Holders of any Appraised-Out Class shall have the right, at their sole expense, to require the applicable Special Servicer to order
an additional Appraisal of any Serviced Mortgage Loan as to which there exists a Collateral Deficiency Amount if an event has occurred
at, or with respect to, the related Mortgaged Property or Mortgaged Properties that would have a material effect on its or their
appraised value. The applicable Special Servicer shall use its reasonable efforts to cause such additional Appraisal to be delivered
within thirty (30) days from receipt of the Requesting Holders’ written request and shall cause such Appraisal to be prepared
on an “as-is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser
that provided the Appraisal in respect of which the Requesting Holders are requesting the applicable Special Servicer to obtain
an additional Appraisal).


 


(ii)         
Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the applicable Master Servicer (for
Collateral Deficiency Amounts on Non-Serviced Mortgage Loans), the applicable Non-Serviced Special Servicer (for Appraisal Reduction
Amounts on Non-Serviced Mortgage Loans to extent provided for in the applicable Non-Serviced PSA and applicable Intercreditor Agreement)
and the applicable Special Servicer (for any Serviced Mortgage Loan) shall determine, in accordance with the Servicing Standard,
whether, based on its assessment of such supplemental Appraisal,


 






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any recalculation of the Appraisal Reduction Amount or Collateral
Deficiency Amount (as applicable) is warranted, and if so warranted, such Person shall recalculate the Appraisal Reduction Amount
or Collateral Deficiency Amount, as applicable, based on such supplemental Appraisal and (for any Serviced Mortgage Loan) any information
received from the applicable Master Servicer. If required by such recalculation, the Appraised-Out Class shall be reinstated
as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally
restored to the extent required by such recalculation of the Appraisal Reduction Amount, Allocated Appraisal Reduction Amount or
Collateral Deficiency Amount, as applicable. The Certificate Administrator, the Operating Advisor and the applicable Special Servicer
shall be entitled to conclusively rely on the applicable Master Servicer’s calculation or determination of any Collateral
Deficiency Amount with respect to Non-Serviced Mortgage Loans. The Holders of an Appraised-Out Class may not exercise any direction,
control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling
Class (such period beginning upon receipt by the applicable Special Servicer of any request to obtain a supplemental Appraisal
pursuant to clause (i) above to but excluding the date on which either (A) the applicable Special Servicer determines
that no recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted or (B) the applicable
Special Servicer recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on the supplemental
Appraisal, the “Appraisal Review Period”). The rights of the Controlling Class during each Appraisal Review
Period shall be exercised by the next most senior Class of Control Eligible Certificates that is not an Appraised-Out Class, if
any.


 


(c)           
With respect to each Serviced Mortgage Loan, and each Serviced Whole Loan as to which an Appraisal Reduction Event has occurred
(unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such purposes taking into account any amendment
or modification of such Mortgage Loan, any related Companion Loan or Serviced Whole Loan)), the applicable Special Servicer shall
(1) within thirty (30) days of the occurrence or of each anniversary of the related Appraisal Reduction Event, and (2) upon
its determination that the value of the related Mortgaged Property has materially changed, notify the applicable Master Servicer
of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior Appraisal), the
cost of which shall be paid by such Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance,
an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal
or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b)(i) above),
shall deliver a copy thereof to the applicable Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor
and ((i) prior to the occurrence and continuance of any Consultation Termination Event and (ii) other than with respect
to any Mortgage Loan that is an Excluded Loan as to such party) the Directing Certificateholder. Based upon such Appraisal or internal
valuation (or any Appraisal obtained in accordance with Section 4.05(b) above) and receipt of information reasonably
requested by the applicable Special Servicer from the applicable Master Servicer and necessary to calculate the Appraisal Reduction
Amount, the applicable Special Servicer shall determine or redetermine, as applicable, and report to the applicable Master Servicer,
the Certificate Administrator, the Trustee, the Operating Advisor and ((i) prior to the occurrence and continuance of any


 






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Consultation Termination Event and (ii) other than with respect to any Mortgage Loan that is an Excluded Loan as to such party)
the Directing Certificateholder, the amount and calculation or recalculation of the Appraisal Reduction Amount or Collateral Deficiency
Amount with respect to such Mortgage Loan, Serviced Companion Loan or Serviced Whole Loan, as applicable, and such report shall
be delivered in the CREFC® Appraisal Reduction Template format; provided, however, that the applicable
Special Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the
applicable Master Servicer to provide sufficient information to such Special Servicer to comply with such duties or failure by
such Master Servicer to otherwise comply with its obligations hereunder. Following a Master Servicer’s receipt from the applicable
Special Servicer of the calculation of the Appraisal Reduction Amounts, such Master Servicer shall provide such information to
the Certificate Administrator in the form of the CREFC® Loan Periodic Update File and the CREFC®
Appraisal Reduction Template provided to it by the applicable Special Servicer, and the Certificate Administrator will calculate
the Allocated Appraisal Reduction Amount and the Allocated Cumulative Appraisal Reduction Amount. Such report of the Appraisal
Reduction Amount shall also be promptly forwarded by the applicable Master Servicer (or the applicable Special Servicer if the
related Mortgage Loan is a Specially Serviced Loan), to the extent the related Serviced Companion Loan has been included in an
Other Securitization, to the Other Servicer and Other Trustee of such Other Securitization into which the related Serviced Companion
Loan has been sold, or to the holder of any related Serviced Companion Loan by the applicable Master Servicer (or the applicable
Special Servicer if the related Mortgage Loan is a Specially Serviced Loan). If the applicable Special Servicer is required to
redetermine the Appraisal Reduction Amount or Collateral Deficiency Amount, such redetermined Appraisal Reduction Amount or Collateral
Deficiency Amount shall replace the prior Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, with respect
to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable. Prior to the occurrence and continuance of a Consultation
Termination Event (and unless the related Mortgage Loan is an Excluded Loan as to such party), the Special Servicer shall consult
with the Directing Certificateholder with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal
Reduction Amount or Collateral Deficiency Amount. Notwithstanding the foregoing but subject to Section 4.05(b), the
applicable Special Servicer will not be required to obtain an Appraisal or conduct an internal valuation, as applicable, with respect
to a Mortgage Loan or related Companion Loan or Serviced Whole Loan as to which an Appraisal Reduction Event has occurred to the
extent the applicable Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements
of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month period immediately
prior to the occurrence of such Appraisal Reduction Event. Instead, the applicable Special Servicer may use such prior Appraisal
or valuation, as applicable, in calculating any Appraisal Reduction Amount with respect to such Mortgage Loan or related Companion
Loan or Serviced Whole Loan; provided that the applicable Special Servicer is not aware of any material change to the related
Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation.


 


The applicable Master
Servicer shall deliver by electronic mail to the applicable Special Servicer any information in its possession or, with respect
to Non-Specially Serviced Loans, reasonably obtainable by the Master Servicer that is reasonably required to determine, calculate,
redetermine or recalculate any Appraisal Reduction Amount and Allocated Appraisal Reduction Amount, using reasonable efforts to
deliver such information, within four (4) Business


 






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Days following the applicable Special Servicer’s reasonable request therefor;
provided that such Special Servicer’s failure to timely make such request shall not relieve such Master Servicer of
its obligation to use reasonable efforts to provide such information to such Special Servicer within four (4) Business Days following
such Special Servicer’s reasonable request. The Master Servicer shall not calculate Appraisal Reduction Amounts.


 


(d)          
Any Serviced Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan previously subject to an Appraisal
Reduction Amount and Allocated Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account
any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable),
and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal
Reduction Amount and Allocated Appraisal Reduction Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced Whole
Loan shall be calculated by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced
PSA.


 


(e)           
Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount
with respect to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount
in respect of a Serviced AB Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation
is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (until its principal
balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro rata, between the related Serviced
AB Mortgage Loan and any Serviced Pari Passu Companion Loans. Any Appraisal Reduction Amount in respect of any Serviced Pari Passu
Whole Loan will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related
Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced
Pari Passu Companion Loan, based upon their respective outstanding principal balances.


 


Section 4.06     
Grantor Trust Reporting. (a) The parties intend that the portions of the Trust Fund constituting the Grantor Trust,
shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a “grantor
trust” under subpart E, part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently
with this intention. In furtherance of such intention, neither the Trustee nor the Certificate Administrator shall have the power
to vary the investment of the Holders of the Class V Certificates or the RR Interest in the Grantor Trust so as to improve
their rate of return. The Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee for execution
(and the Trustee shall timely execute and timely return to the Certificate Administrator) and timely file all Tax Returns in respect
of the Grantor Trust. In addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal Revenue Service
Form 1041, Form 1099 or such other form as may be applicable with the Internal Revenue Service with copies of the statements
in the following clause and (B) furnish, or cause to be furnished, to the Holders of the Class V Certificates and the
RR Interest, their allocable share of income and expense with respect to the Excess Interest and Excess Interest Distribution Account,
in the time or times and in the manner required by the Code.


 






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(b)          
As of the Closing Date, 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 is hereby directed to assume
that Hare & Co. LLC is the only “middleman” as defined in the WHFIT Regulations unless and until the Depositor
provides the Certificate Administrator with the identities of other “middlemen” that are Certificateholders. The Certificate
Administrator shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal
Revenue Service makes a determination that the first sentence of this paragraph is incorrect.


 


(c)           
The Certificate Administrator shall report required WHFIT information using either the cash or accrual method, except to
the extent the WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under no obligation
to determine whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make available
(via its website) WHFIT information to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible
or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the
Certificateholder.


 


(d)          
The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations
nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided
to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate
Administrator. Each Holder of a Class V Certificate or an RR Interest, by acceptance of its interest in such Class of securities,
will be deemed to have agreed to provide the Certificate Administrator with information regarding any sale of such securities,
including the price, amount of proceeds and date of sale. Absent receipt of information regarding any sale of a Class V Certificate
or an RR Interest, including the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor,
the Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.


 


(e)           
To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on
an appropriate website the CUSIP for the Class V Certificates. The CUSIP so published shall represent the Rule 144A CUSIP.
The Certificate Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent such
CUSIP has been received. Absent the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number
in lieu of a CUSIP. The Certificate Administrator shall not be liable for investor reporting delays that result from the receipt
of inaccurate or untimely CUSIP information.


 


Section 4.07     
Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a) The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor
Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders
and beneficial owners of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator
relating to the Distribution Date Statement, (B) the applicable Master


 






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Servicer or the applicable Special Servicer, as the
case may be, relating to the reports being made available pursuant to Sections 3.13(b) and Section 3.13(d),
the Mortgage Loans (excluding any Non-Serviced Mortgage Loan) or the related Mortgaged Properties or (C) the Operating Advisor
relating to the Operating Advisor Annual Report or other reports prepared by the Operating Advisor or actions by the applicable
Special Servicer referenced in any Operating Advisor Annual Report (each an “Inquiry” and collectively, “Inquiries”),
and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers
thereto. Upon receipt of an Inquiry for the applicable Master Servicer, the applicable Special Servicer, Certificate Administrator
or the Operating Advisor, as applicable, and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related
Non-Serviced Master Servicer or related Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward
the Inquiry to the appropriate person (in the case of the General Master Servicer to the following: REAM_InvestorRelations@wellsfargo.com),
in each case within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the applicable
Master Servicer, the applicable Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, unless
such party determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of such Master Servicer,
such Special Servicer or the Operating Advisor, as applicable, shall be delivered to the Certificate Administrator by electronic
mail. In the case of an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts
to obtain an answer from the related Non-Serviced Master Servicer or the related Non-Serviced Special Servicer, as applicable;
provided that the Certificate Administrator shall not be responsible for the content of such answer or any delay or failure
to obtain such answer. The Certificate Administrator shall post (within a commercially reasonable period of time following preparation
or receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website.
If the Certificate Administrator, the applicable Master Servicer, the applicable Special Servicer or the Operating Advisor determines,
in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering
any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would
be in violation of applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would
materially increase the duties of, or result in significant additional cost or expense to, the applicable Master Servicer, the
applicable Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, (v) answering any Inquiry
would require the disclosure of Privileged Information (subject to the Privileged Information Exception), (vi) that answering
the Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney
work product or (vii) answering any Inquiry is otherwise, for any reason, not advisable, it shall not be required to answer
such Inquiry and, in the case of the applicable Master Servicer, the applicable Special Servicer or the Operating Advisor, shall
promptly notify the Certificate Administrator of such determination. In addition, no party shall post or otherwise disclose any
direct communications with the Directing Certificateholder or the Risk Retention Consultation Party (in its capacity as Risk Retention
Consultation Party) as part of its response to any Inquiries. The Certificate Administrator shall notify the Person who submitted
such Inquiry in the event that the Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who
submitted an Inquiry that will not be answered shall include the following statement: “Because the Pooling and Servicing
Agreement provides that a Master Servicer, a Special Servicer, the Certificate


 


 






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Administrator and the Operating Advisor shall not
answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics
described in the Pooling and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust
and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law or the applicable Mortgage
Loan documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional costs
or expenses to the Trustee, a Master Servicer, a Special Servicer, the Certificate Administrator or Operating Advisor, as applicable,
(v) answering any Inquiry would require the disclosure of Privileged Information, or (vi) answering any Inquiry is otherwise,
for any reason, not advisable, no inference should or may be drawn from the fact that a Master Servicer, a Special Servicer, the
Certificate Administrator or the Operating Advisor has declined to answer the Inquiry.” Answers posted on the Investor Q&A
Forum will be attributable only to the respondent, and shall not be deemed to be answers from any of the Depositor, the Underwriters
or any of their respective Affiliates. None of the Underwriters, Depositor, the Master Servicers, the Special Servicers, the Certificate
Administrator, the Trustee or the Operating Advisor or any of their respective Affiliates will certify to any of the information
posted in the Investor Q&A Forum and no such party shall have any responsibility or liability for the content of any such information.
The Certificate Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer
thereto that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature. The
Investor Q&A Forum will not reflect questions, answers and other communications that are not submitted via the Certificate
Administrator’s Website. Notwithstanding the foregoing, the Operating Advisor shall not be required to respond to any Inquiries
from Certificateholders for which its response would require the Operating Advisor to provide information to such inquiring Certificateholders
that they are otherwise not entitled to receive under the terms of this Agreement.


 


(b)          
The Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged
Person, the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate
Administrator’s Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter
obtain information with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering
to use the Investor Registry shall certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person
and (b) it grants authorization to the Certificate Administrator to make its name and contact information available on the
Investor Registry for at least forty-five (45) days from the date of such certification to persons entitled to access to the
Investor Registry. Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company
name and email address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any
Certificateholder or Certificate Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry
(which notice may not be within forty-five (45) days of its registration), the Certificate Administrator shall promptly remove
it from the Investor Registry. The Certificate Administrator will not be responsible for verifying or validating any information
submitted on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate
Administrator may require acceptance of a waiver and disclaimer for access to the Investor Registry.


 






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(c)           
The 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request
Tool. The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5
Information Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any
Distribution Date Statements, or submit questions to the applicable Master Servicer or the applicable Special Servicer, as the
case may be, relating to the reports prepared by such parties (each such submission, a “Rating Agency Inquiry”),
and (ii) view Rating Agency Inquiries that have been previously submitted and answered, together with the responses thereto.
In addition, NRSROs may use the forum to submit requests (each such submission also, a “Rating Agency Inquiry”)
to the applicable Master Servicer for loan-level reports and other related information. Upon receipt of a Rating Agency Inquiry
for the applicable Master Servicer or the applicable Special Servicer, the 17g-5 Information Provider shall forward the Rating
Agency Inquiry to the appropriate person (in the case of the General Master Servicer to the following: RAInvRequests@wellsfargo.com;
and, in the case of the NCB Master Servicer, to the following: BANK2019BNK24@ncb.com), in each case within a commercially
reasonable period of time following receipt thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information
Provider, the applicable Master Servicer or the applicable Special Servicer, as the case may be, unless it determines not to answer
such Rating Agency Inquiry as provided below, shall reply by email to the Certificate Administrator. The 17g-5 Information
Provider shall post (within a commercially reasonable period of time following receipt of such response) such Rating Agency Inquiry
with the related response thereto (or such reports, as applicable) to the Rating Agency Q&A Forum and Document Request Tool.
Any reports posted by the 17g-5 Information Provider in response to an inquiry may be posted on a separate website or web page
accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate Administrator, the applicable Master
Servicer or the applicable Special Servicer determines, in its respective sole discretion, that (i) answering any Rating Agency
Inquiry would be in violation of applicable law, the Servicing Standard, this Agreement or any Mortgage Loan documents, (ii) answering
any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege with, or the
disclosure of attorney work product, or (iii) (A) answering any Rating Agency Inquiry would materially increase the duties
of, or result in significant additional cost or expense to, the Certificate Administrator, such Master Servicer or such Special
Servicer, as applicable, and (B) the Certificate Administrator, such Master Servicer or such Special Servicer, as applicable,
determines in accordance with the Servicing Standard (or in good faith, in the case of the Certificate Administrator) that the
performance of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity as Certificate
Administrator, Master Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such
Rating Agency Inquiry and shall promptly notify the 17g-5 Information Provider by email of such determination. The 17g-5
Information Provider shall promptly thereafter post the Rating Agency Inquiry with the reason it was not answered to the Rating
Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider shall not be liable for the failure by any other
such Person to so answer. Questions posted on the Rating Agency Q&A Forum and Document Request Tool shall not be attributed
to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request Tool will be attributable only
to the respondent, and shall not be deemed to be answers from any other person. None of the Underwriters, the Depositor, or any
of their respective Affiliates will certify to any of the information posted in the Rating Agency Q&A


 






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Forum and Document Request
Tool and no such party shall have any responsibility or liability for the content of any such information. The 17g-5 Information
Provider shall not be required to post to the 17g-5 Information Provider’s Website any Rating Agency Inquiry or answer
thereto that the 17g-5 Information Provider determines, in its sole discretion, is administrative or ministerial in nature.
The Rating Agency Q&A Forum and Document Request Tool will not reflect questions, answers and other communications that are
not submitted via the 17g-5 Information Provider’s Website.


 


Section 4.08     
Secure Data Room. (a) The Certificate Administrator shall create a Secure Data Room and the Depositor shall,
upon the receipt of each Mortgage Loan Seller’s Diligence File Certification and within 120 days following the Closing Date,
deliver to the Certificate Administrator an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded
by the Mortgage Loan Sellers to the Designated Site. Upon receipt thereof, the Certificate Administrator shall promptly upload
the contents of each Diligence File actually received by it to the Secure Data Room. Access to the Secure Data Room shall be granted
by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any other Person at the direction
of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator
of a certification substantially in the form of Exhibit QQ hereto (which shall be sent via email to trustadministrationgroup@wellsfargo.com
or submitted electronically via the Certificate Administrator’s website). In no case whatsoever shall Certificateholders
be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation
to post any documents or information to the Secure Data Room other than the contents of the Diligence Files initially delivered
to it by the Depositor.


 


(b)          
The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether
the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates
to the transaction or confirm that all documents 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 or information is posted in error, the Certificate Administrator may remove such document
or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic
copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not
be responsible or held liable for any other Person’s use or dissemination of the documents or information contained on the
Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or willful
misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis
and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties
and responsibilities under this Agreement.


 


(c)           
Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the


 






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applicable 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 applicable Special Servicer may direct the Certificate Administrator in writing
to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction,
the Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination
of the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the
Secure Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted
files.


 


[End of Article IV]


 


Article V



THE CERTIFICATES


 


Section 5.01     
The Certificates. (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibit A-1
through and including Exhibit A-4, with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary,
appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may be required by law, or as may, consistently herewith,
be determined by the officers executing such Certificates, as evidenced by their execution thereof. The Class X Certificates
will be issuable only in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000 and in integral
multiples of $1.00 in excess thereof. The Registered Certificates (other than the Class X-A Certificates and Class X-B
Certificates) will be issuable only in minimum Denominations of authorized initial Certificate Balance of not less than $10,000,
and in integral multiples of $1.00 in excess thereof. The Non-Registered Certificates (other than any Class X Certificates
and other than the Class V and Class R Certificates and the RR Interest) will be issuable in minimum Denominations of authorized
initial Certificate Balance of not less than $100,000, and in integral multiples of $1.00 in excess thereof. The RR Interest will
be issuable in minimum Denominations of authorized initial Certificate Balance of not less than $1.00, and in integral multiples
of $0.01 in excess thereof. If the Original Certificate Balance or initial Notional Amount, as applicable, of any Class (other
than the RR Interest) does not equal an integral multiple of $1.00, then a single additional Certificate of such Class may be issued
in a minimum denomination of authorized initial Certificate Balance or initial Notional Amount, as applicable, that includes the
excess of (i) the Original Certificate Balance or initial Notional Amount, as applicable, of such Class over (ii) the
largest integral multiple of $1.00 that does not exceed such amount. The Class R and Class V Certificates shall be issued,
maintained and transferred in minimum percentage interests of 10% of such Class R or Class V Certificates and in integral
multiples of 1% in excess thereof.


 


(b)          
One authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If
an authorized signatory whose signature is on a


 






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Certificate no longer holds that office at the time the Certificate Registrar countersigns
the Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of
the Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The
signature shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section 5.02     
Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made
pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other
than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to an affiliate of Eightfold Real Estate Capital,
L.P.) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then
either:


 


(a)           
Each Class of the Non-Registered Certificates sold to institutions that are non-United States Securities Persons in
Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book-entry
certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an
exhibit hereto (each a “Temporary Regulation S Book-Entry Certificate”), which shall be deposited on
the Closing Date on behalf of the purchasers of the Non-Registered Certificates represented thereby with the Certificate Registrar,
at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of
the Depository for the account of designated agents holding on behalf of Euroclear and/or Clearstream. Prior to the expiration
of the 40-day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted
Period”), beneficial interests in each Temporary Regulation S Book-Entry Certificate may be held only through
Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S
Book-Entry Certificate may be exchanged for an interest in the related Regulation S Book-Entry Certificate in the
applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f). During
the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Book-Entry Certificate
shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial
Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests
in a Temporary Regulation S Book-Entry Certificate shall not be made to the holders of such beneficial interests unless
exchange for a beneficial interest in the Regulation S Book-Entry Certificate of the same Class is improperly withheld
or refused. The aggregate Certificate Balance of a Temporary Regulation S Book-Entry Certificate or a Regulation S
Book-Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate
Registrar, as custodian for the Depository, as hereinafter provided.


 


On the Closing Date,
the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall
deliver to the Certificate Registrar the Regulation S Book-Entry Certificates, which shall be held by the Certificate
Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Wells Fargo Bank, National Association
is hereby initially appointed the


 


 






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Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication
and delivery of the Certificates in connection with transfers and exchanges as herein provided. If Wells Fargo Bank, National Association
is removed as Certificate Administrator, then Wells Fargo Bank, National Association shall be terminated as Authenticating Agent.
If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating agent, which may be the Trustee
or an Affiliate thereof.


 


(b)          
Certificates of each Class of Non-Registered Certificates (other than any RR Interest during the RR Interest Transfer
Restriction Period) offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”)
shall be represented by Rule 144A Book-Entry Certificates, which shall be deposited with the Certificate Registrar or
an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee
of the Depository. The aggregate Certificate Balance of a Rule 144A Book-Entry Certificate may from time to time be increased
or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


(c)           
Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are
Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non-Book Entry Certificates”)
shall be in the form of Definitive Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall
be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for
such Non-Book Entry Certificates to the respective beneficial owners or owners. For the avoidance of doubt, the Class R
and Class V Certificates shall only be in the form of Definitive Certificates, and the RR Interest shall be issued in the form
of Definitive Certificates at all times during the RR Interest Transfer Restriction Period.


 


(d)          
Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery
of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is
no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates
of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified
successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any
judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection
with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such
Class; provided, however, that under no circumstances will certificated Non-Registered Certificates be issued
to beneficial owners of a Temporary Regulation S Book-Entry Certificate. Upon notice of the occurrence of any of the events
described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Book-Entry
Certificates and upon surrender by the Depository of any Book-Entry Certificate of such Class and receipt from the Depository
of instructions for re-registration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive
Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book-Entry Certificate, the same
legends regarding transfer restrictions borne by such Book-Entry Certificate), and thereafter the Certificate Registrar shall
recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive Certificates
are issued in


 






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respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates will
be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions
by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from the related
registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and,
except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such Class
of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder
thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance with
the Depository’s procedures.


 


(e)           
Subject to the following provisions, during the RR Interest Transfer Restriction Period, any RR Interest shall only be held
as a Definitive Certificate in the Retained Interest Safekeeping Account by the Certificate Administrator (and each Retaining Party’s
respective 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 the RR Interest in safekeeping and shall release the Definitive Certificate representing a portion of the requesting
Retaining Party’s RR Interest only upon receipt of written instructions from the applicable Holder of the RR Interest and
the Retaining Sponsor’s written consent, or in connection with a transfer, in accordance with Section 5.03(i),
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 the RR Interest 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 Retained Party. The RR Interest to be delivered in physical
form to the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the RR Interest shall
be remitted to the Retained Interest Safekeeping Account, but shall be remitted directly to each Retained Party in accordance with
written instructions provided separately by each Retained Party to the Certificate Administrator. Under no circumstances by virtue
of safekeeping the RR Interest shall the Certificate Administrator be obligated to bring legal action or institute proceedings
against any person on behalf of the Retained Parties. During the RR Interest Transfer Restriction Period and for such longer time
as the Retaining Parties may request, the Certificate Administrator shall hold the Definitive Certificate representing the RR Interest
at the below location, or any other location; provided the Certificate Administrator has given notice to each of the Retaining
Parties of such new location:


 


Wells Fargo Bank NA 


Attn: Security Control
and Transfer (SCAT) – MAC N9345-010 


425 E Hennepin Avenue 


Minneapolis, MN 55414


 


The Certificate Administrator
shall make available to each Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator
and


 






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each respective Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any
transfer of an RR Interest shall be subject to Section 5.03(g) and Section 5.03(i). The Certificate Administrator
is directed by the Depositor to enter into a safekeeping account agreement to facilitate the initial settlement and sale of the
RR Interest on the Closing Date.


 


On the Closing Date and
upon any transfer of the RR Interest pursuant to Section 5.03(i), the Certificate Administrator shall deliver written confirmation
to the Depositor, the Retaining Sponsor and the initial Holder of the RR Interest substantially in the form of Exhibit TT
to this Agreement evidencing its receipt of the RR Interest.


 


Section 5.03     
Registration of Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or cause
to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such reasonable
regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate
Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining
the Certificate Register and a record of the aggregate holdings of Certificates of each Class of Non-Registered Certificates
represented by a Temporary Regulation S Book-Entry Certificate, a Regulation S Book-Entry Certificate and a Rule 144A
Book-Entry Certificate and accepting Certificates for exchange and registration of transfer, (ii) holding the RR Interest as
Definitive Certificates on behalf of each Holder of such Class and (iii) transmitting to the Depositor, the Master Servicers
and the Special Servicers any notices from the Certificateholders. No fee or service charge shall be imposed by the Certificate
Registrar for its services in respect of any registration of Transfer or exchange of any Certificate (other than Definitive Certificates)
referred to in this Section 5.03.


 


(b)          
Subject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)           
Rule 144A Book-Entry Certificate to Temporary Regulation S Book-Entry Certificate. If a holder
of a beneficial interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian
for the Depository wishes at any time during the Restricted Period to exchange its interest in such Rule 144A Book-Entry
Certificate for an interest in the Temporary Regulation S Book-Entry Certificate of the same Class, or to transfer its
interest in such Rule 144A Book-Entry Certificate to a Person who is required to take delivery thereof in the form of
an interest in the Temporary Regulation S Book-Entry Certificate of the same Class, such holder may, subject to the rules
and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in such
Temporary Regulation S Book-Entry Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office
designated in Section 5.07, of (1) instructions given in accordance with the Depository’s procedures from
a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest in the Temporary
Regulation S Book-Entry Certificate in an amount equal to the beneficial interest in the Rule 144A Book-Entry
Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures


 






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containing information
regarding the Euroclear or Clearstream account to be credited with such increase and the name of such account and (3) a certificate
in the form of Exhibit I hereto given by the holder of such beneficial interest stating that the transfer of such interest
has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates and pursuant to and in
accordance with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced,
the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or cause to be increased, the Certificate
Balance of the Temporary Regulation S Book-Entry Certificate by the aggregate Certificate Balance of the beneficial interest
in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited to the account of the Person
specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the
Temporary Regulation S Book-Entry Certificate equal to the reduction in the Certificate Balance of the Rule 144A
Book-Entry Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer
the beneficial interest in the Rule 144A Book-Entry Certificate that is being exchanged or transferred.


 


(d)          
Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate. If a holder of a beneficial
interest in the Rule 144A Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository
wishes at any time following the Restricted Period to exchange its interest in such Rule 144A Book-Entry Certificate for
an interest in the Regulation S Book-Entry Certificate of the same Class, or to transfer its interest in such Rule 144A
Book-Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in a Regulation S
Book-Entry Certificate, such holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange
of, such interest for an equivalent beneficial interest in such Regulation S Book-Entry Certificate. Upon receipt by the
Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions given in accordance
with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit or cause to
be credited a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the beneficial interest
in the Rule 144A Book-Entry Certificate to be exchanged, (2) a written order given in accordance with the Depository’s
procedures containing information regarding the participant account of the Depository to be credited with such increase and (3) a
certificate in the form of Exhibit J hereto given by the holder of such beneficial interest stating (A) that the
transfer of such interest has been made in compliance with the transfer restrictions applicable to the Book-Entry Certificates
and pursuant to and in accordance with Regulation S, or (B) that the transferee is otherwise entitled to hold its interest
in the applicable Certificates in the form of an interest in the Regulation S Book-Entry Certificate, without any registration
of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel to such effect and such
other documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct the Depository
to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book-Entry Certificate and to increase, or
cause to be increased, the Certificate Balance of the Regulation S Book-Entry Certificate by the aggregate Certificate
Balance of the beneficial interest in the Rule 144A Book-Entry Certificate to be exchanged, to credit or cause to be credited
to the account of the Person specified in such instructions a beneficial interest in the Regulation S Book-Entry Certificate
equal to the reduction in the Certificate Balance of the Rule 144A Book-Entry Certificate, and to debit, or cause to be
debited, from the account of the


 






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Person making such exchange or transfer the beneficial interest in the Rule 144A Book-Entry
Certificate that is being exchanged or transferred.


 


(e)           
Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to Rule 144A
Book-Entry Certificate. If a holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate
or Regulation S Book-Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes
at any time to exchange its interest in such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry
Certificate for an interest in the Rule 144A Book-Entry Certificate of the same Class, or to transfer its interest in
such Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to a Person who is
required to take delivery thereof in the form of an interest in the Rule 144A Book-Entry Certificate, such holder may,
subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause the
exchange of such interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate of the same Class.
Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.07, of (1) instructions
from Euroclear or Clearstream, if applicable, and the Depository, directing the Certificate Registrar, as registrar, to credit
or cause to be credited a beneficial interest in the Rule 144A Book-Entry Certificate equal to the beneficial interest
in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged,
such instructions to contain information regarding the participant account with the Depository to be credited with such increase,
(2) with respect to a transfer of an interest in the Regulation S Book-Entry Certificate, information regarding the
participant account of the Depository to be debited with such decrease and (3) with respect to a transfer of an interest in
the Temporary Regulation S Book-Entry Certificate for an interest in the Rule 144A Book-Entry Certificate (i) during
the Restricted Period, a certificate in the form of Exhibit K hereto given by the holder of such beneficial interest
and stating that the Person transferring such interest in the Temporary Regulation S Book-Entry Certificate reasonably
believes that the Person acquiring such interest in the Rule 144A Book-Entry Certificate is a Qualified Institutional
Buyer or (ii) after the Restricted Period, an Investment Representation Letter in the form of Exhibit C attached
hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an “Investment Representation
Letter”) and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, then
the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Temporary
Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate and to increase, or cause to be increased,
the Certificate Balance of the Rule 144A Book-Entry Certificate by the aggregate Certificate Balance of the beneficial
interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate to be exchanged,
and the Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited,
to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A Book-Entry Certificate
equal to the reduction in the Certificate Balance of the Temporary Regulation S Book-Entry Certificate or Regulation S
Book-Entry Certificate and to debit, or cause to be debited, from the account of the Person making such transfer the beneficial
interest in the Temporary Regulation S Book-Entry Certificate or Regulation S Book-Entry Certificate that is
being transferred.


 


(f)           
Temporary Regulation S Book-Entry Certificate to Regulation S Book-Entry Certificate. Interests
in a Temporary Regulation S Book-Entry Certificate as to


 






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which the Certificate Registrar has received from Euroclear or
Clearstream, as the case may be, a certificate (a “Non-U.S. Beneficial Ownership Certification”) to the
effect that Euroclear or Clearstream, as applicable, has received a certificate substantially in the form of Exhibit L
hereto from the holder of a beneficial interest in such Temporary Regulation S Book-Entry Certificate, shall be exchanged
after the Restricted Period, for interests in the Regulation S Book-Entry Certificate of the same Class. The Certificate
Registrar shall effect such exchange by delivering to the Depository for credit to the respective accounts of such holders, a duly
executed and authenticated Regulation S Book-Entry Certificate, representing the aggregate Certificate Balance of interests
in the Temporary Regulation S Book-Entry Certificate initially exchanged for interests in the Regulation S Book-Entry
Certificate. The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate or certificates referred
to above may be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that the certificate or certificates
referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary
Regulation S Book-Entry Certificate. Upon any exchange of interests in the Temporary Regulation S Book-Entry
Certificate for interests in the Regulation S Book-Entry Certificate, the Certificate Registrar shall endorse the Temporary
Regulation S Book-Entry Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount
so exchanged and shall endorse the Regulation S Book-Entry Certificate to reflect the corresponding increase in the amount
represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Book-Entry
Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement
as the Regulation S Book-Entry Certificate and Rule 144A Book-Entry Certificate authenticated and delivered hereunder.


 


(g)          
Non-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other
than (a) a Class R Certificate or (b) an RR Interest during the RR Interest Transfer Restriction Period) wishes at any time
to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate of the same Class,
or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the form
of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.07, of (1) such Non-Book Entry Certificate, duly endorsed as provided
herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited,
a beneficial interest in the applicable Book-Entry Certificate equal to the portion of the Certificate Balance of the Non-Book
Entry Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository
to be credited with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the
applicable Book-Entry Certificate is the Temporary Regulation S Book-Entry Certificate), in the form of Exhibit N
hereto (in the event that the applicable Book-Entry Certificate is the Regulation S Book-Entry Certificate) or in
the form of Exhibit O hereto (in the event that the applicable Book-Entry Certificate is the Rule 144A Book-Entry
Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book
Entry Certificate, shall, if applicable, execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate
equal to the aggregate Certificate Balance of the portion retained by such transferor and shall instruct the


 






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Depository to increase,
or cause to be increased, such Book-Entry Certificate by the aggregate Certificate Balance of the portion of the Non-Book
Entry Certificate to be exchanged and to credit, or cause to be credited, to the account of the Person specified in such instructions
a beneficial interest in the applicable Book-Entry Certificate equal to the Certificate Balance of the portion of the Non-Book
Entry Certificate so canceled. Upon the written direction of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com)
or its Affiliate, the Certificate Registrar shall execute any instrument as may be reasonably required by the Depository to effect
such exchange.


 


(h)          
Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if
and when permitted by Section 5.02(d), and subject to the issuance and transfer of the RR Interest during the RR Interest
Transfer Restriction Period in accordance with Section 5.03(i), no Non-Book Entry Certificate shall be issued to
a transferee of an interest in any Rule 144A Book-Entry Certificate, Temporary Regulation S Book-Entry Certificate
or Regulation S Book-Entry Certificate or to a transferee of a Non-Book Entry Certificate (or any portion thereof).


 


(i)            
Transfers of RR Interest.  At all times, if a Transfer of any RR Interest after the Closing Date is to be made,
then the following documents shall be delivered to the Certificate Administrator, who will facilitate the transfer in conjunction
with the Certificate Registrar who shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively
rely upon) (A) if such RR Interest is in the possession of the Certificate Administrator, a letter notifying the Certificate
Administrator in writing of the Holder of an RR Interest’s intention to transfer such RR Interest from the Retained Interest
Safekeeping Account and identifying the transferee, (B) a certification from such Certificateholder’s prospective Transferee
substantially in the form attached hereto as Exhibit D-3, which such certification must be countersigned by the Retaining
Sponsor with a medallion stamp guarantee of the Retaining Sponsor, (C) a certification from the Certificateholder desiring
to effect such transfer substantially in the form attached hereto as Exhibit D-4, which such certification must be countersigned
by the Retaining Sponsor with a medallion stamp guarantee of the Retaining Sponsor, (D) a completed W-9 by the prospective
transferee and (E) contact information and wiring instructions for the prospective transferee. So long as the RR Interest
is held by the Certificate Administrator in the Retained Interest Safekeeping Account, upon the completion of any such Transfer,
the Certificate Administrator shall issue a receipt to such transferor and transferee. Upon receipt of the foregoing certifications,
the Certificate Registrar shall, subject to Section 5.02(e) and Section 5.03(a), reflect such RR Interest
in the name of the prospective Transferee. For the avoidance of doubt, in no event shall an RR Interest be held as a Book-Entry
Certificate during the RR Interest Transfer Restriction Period. Any attempted or purported transfer in violation of this Section
5.03(i) 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.


 


(j)            
Other Exchanges. In the event that a Book-Entry Certificate is exchanged for a Definitive Certificate, such Certificates
may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c)
through (f) above (including the certification requirements intended to ensure that such transfers comply with


 






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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 Book-Entry Certificate to U.S. persons (as defined in Regulation S)
shall be limited to transfers made pursuant to the provisions of subsection (e) above.


 


(l)            
If Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive
legend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered
Certificates so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there
is delivered to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such
legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions
of Rule 144A or Regulation S under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall
authenticate and deliver Certificates that do not bear such legend.


 


(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)          
With respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial
transfer to the Initial Purchasers or with respect to the RR Interest, the applicable Retaining Parties) of any such Certificate
shall be made unless the Trustee and Certificate Administrator shall have received either (i) a representation letter from
the proposed purchaser or transferee of such Certificate substantially in the form of Exhibit F-1 attached hereto,
to the effect that such proposed purchaser or transferee is not and will not be (A) an employee benefit plan subject to the
fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental plan (as defined
in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA) for which no election has been made
under Section 410(d) of the Code or any other plan subject to any federal, state or local law (“Similar Law”)
which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”) or
(B) a person acting on behalf of any such Plan (including an entity whose underlying assets include Plan assets within the
meaning of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) or using the
assets of any such Plan, other than an insurance company using the assets of its general account under circumstances whereby the
purchase and holding of such Certificates by such insurance company will be exempt from the prohibited transaction provisions of
ERISA and the Code under Sections I and III of Prohibited Transaction Class Exemption 95-60 (or, in the case
of a Plan subject to Similar Law, where the acquisition, holding and disposition of such Certificates will not constitute or result
in a non-exempt violation of Similar Law) or (ii) if such Certificate is presented for registration in the name of a purchaser
or transferee that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory to the Trustee, the Certificate
Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee
will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA or Section 4975
of the Code or a non-exempt


 






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violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the
Certificate Registrar, the Master Servicers, the Special Servicers, any Sub-Servicer, the Initial Purchasers, the Underwriters,
the Operating Advisor, the Asset Representations Reviewer or the Depositor to any obligation or liability (including obligations
or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Agreement.
The Trustee and Certificate Administrator shall not register the sale, transfer, pledge or other disposition of any ERISA Restricted
Certificate unless the Trustee and Certificate Administrator have received either the representation letter described in clause (i)
above or the Opinion of Counsel described in clause (ii) above. The costs of any of the foregoing representation letters
or Opinions of Counsel shall not be borne by any of the Depositor, either Master Servicer, either Special Servicer, any Sub-Servicer,
the Trustee, the Certificate Administrator, the Initial Purchasers, the Underwriters, the Operating Advisor, the Certificate Registrar,
the Asset Representations Reviewer or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed to represent
that it is not and will not become a Person specified in clauses (i)(A) or (i)(B) above. Any transfer, sale,
pledge or other disposition of any ERISA Restricted Certificates that would constitute or result in a prohibited transaction under
ERISA, Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.03(n)
shall be deemed absolutely null and void ab initio, to the extent permitted under applicable law.


 


(o)          
No Class R or Class V Certificate may be purchased by or transferred to any prospective purchaser or transferee
that is or will be a Plan, or any person acting on behalf of a Plan (including an entity whose underlying assets include Plan assets
by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA) or using the assets of a Plan to purchase such Class R or Class V Certificate.
Except in connection with the transfer or deemed transfer thereof by the Depositor or an Initial Purchaser, each prospective transferee
of a Class R or Class V Certificate shall deliver to the transferor, the Depositor, the Certificate Administrator and
the Trustee representation letters, substantially in the forms of Exhibit C and Exhibit F-2, stating that the
prospective transferee is not and will not become a Plan or a person acting on behalf of or using the assets of a Plan. Each Holder
of a Class R or Class V Certificate shall be deemed to represent that it is not and will not become a Person specified
in the second preceding sentence. Any attempted or purported transfer in violation of these transfer restrictions shall be null
and void ab initio and shall vest no rights in any purported transferee and shall not relieve the transferor of any
obligations with respect to the applicable Certificates.


 


Each Person who has or
acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to
have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are
expressly subject to the following provisions:


 


(i)           
Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or
hold such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is
not a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in
its status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition


 






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described in the first sentence of this Section 5.03(o) by a Person who is not a Permitted Transferee or by a Person
who is acting as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the
immediately preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual
Ownership Interest as soon and as fully as possible.


 


(ii)           
No Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register,
without the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer,
and such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an
affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the
proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed
transferee historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee
understands that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated
by the residual interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership
Interest as they become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest
to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of
such proposed transferee or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership
Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge
that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a
Person that is not a Permitted Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide by
the provisions of this Section 5.03(o) and (y) other than in connection with the initial issuance of a Class R
Certificate, require a statement from the proposed transferor substantially in the form attached as Exhibit D-2
(the “Transferor Letter”), that the proposed transferor has no actual knowledge that the proposed transferee
is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed transferee’s statements in
its Transferee Affidavit are false.


 


(iii)           Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer
of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to
such proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however,
that the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed
transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to any
Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of
the foregoing restrictions, and in any event not later than sixty (60) days after a request for information from the
transferor of such Residual Ownership Interest or such agent, the


 






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Certificate Registrar agrees to furnish to the Internal Revenue
Service and the transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e)
of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions
with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate
Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor
or to such agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing
such information.


 


(p)          
The Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(q)          
Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding
requirements respecting payments to Certificateholders and other payees of interest or original issue discount that the Certificate
Administrator reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required
for such withholding, and the Certificateholders shall be required to provide the Certificate Administrator with such forms and
such other information reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any
amount from interest or original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal
withholding requirements, the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be
deemed to have been distributed to such Persons for all purposes of this Agreement.


 


(r)           
In addition, each beneficial owner of any Certificate or any interest therein that is a Plan subject to Section 406
of ERISA or Section 4975 of the Code (an “ERISA Plan”) or any person acting on behalf of or using the assets
of a Plan, including any fiduciary purchasing Certificates on behalf of an ERISA Plan (“Plan Fiduciary”) will
be deemed to have represented by its acquisition of such Certificate that (i) none of the Depositor, the Trustee, any Initial Purchaser,
either Master Servicer, either Special Servicer, the Certificate Administrator, the Asset Representations Reviewer or the Operating
Advisor or any of their respective affiliated entities, has provided any investment recommendation or investment advice on which
such purchaser or transferee or the fiduciary making the investment decision for such purchaser or transferee has relied in connection
with the decision to acquire Certificates, and they are not otherwise acting as a fiduciary (within the meaning of Section 3(21)
of ERISA or Section 4975(e)(3) of the Code) to such purchaser or transferee in connection with its acquisition of Certificates
(except where an exemption applies (all of the conditions of which are satisfied) or it would not otherwise result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Code), and (ii) the Plan Fiduciary making the decision to acquire the
Offered Certificates is exercising its own independent judgment in evaluating the investment in the Offered 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 such security or indemnity as may be required


 






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by it to save it harmless,
then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any new
Certificate under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to cover
any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05     
Persons Deemed Owners. The Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee and
the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever,
and none of the Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee, the Certificate Registrar
or 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 beneficial owner (or prospective transferee).


 


Section 5.06     
Access to List of Certificateholders’ Names and Addresses; Special Notices. (a) The Certificate Registrar
shall maintain in as current form as is reasonably practicable the most recent list available to it of the names and addresses
of the Certificateholders. If any Certificateholder that has provided an Investor Certification (i) requests in writing from
the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such Certificateholder
desires to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates
and (iii) provides a copy of the communication which Certificateholder proposes to transmit, then the Certificate Registrar
shall, within ten (10) Business Days after the receipt of such request, furnish such Certificateholder (at such Certificateholder’s
sole cost and expense) a current list of the Certificateholders. In addition, upon written request to the Certificate Administrator
of any Certificateholder or Certificate Owner (if applicable) that has provided an Investor Certification, the Certificate Administrator
shall promptly notify such Certificateholder or Certificate Owner of the identity of the then-current Directing Certificateholder.
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 Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the
Operating Advisor and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to time
upon request therefor.


 


(b)          
 (i) The Certificate Administrator shall include in any Form 10-D any written request received in accordance with
Section 11.04(a) prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date
preceding such Distribution


 






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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. It is
hereby understood that a disclosure in substantially the following form shall be deemed to satisfy the requirements in the preceding
sentence: “On [date], the Certificate Administrator received from [name], a Certificateholder or Certificate Owner, a request
to communicate with other Certificateholders and Certificate Owners in the securitization transaction to which this report on Form
10-D relates (the “Securitization”). The requesting Certificateholder or Certificate Owner is interested in
communicating with other Certificateholders and Certificate Owners with regard to the possible exercise of rights under the pooling
and servicing agreement governing the Securitization. Other Certificateholders and Certificate Owners may contact the requesting
Certificateholder or Certificate Owner at [telephone number], [email address] and/or [mailing address].”


 


(ii)           
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. Additionally, any expenses the Certificate Administrator
incurs in connection with any request to communicate will be paid by the Trust.


 


Section 5.07     
Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or
offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate
Registrar initially designates its office at 600 South 4th Street, 7th Floor, MAC: N9300-070, Minneapolis, Minnesota 55479 as its
office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors
of any change in the location of the Certificate Register or any such office or agency.


 






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Section 5.08     
Appointment of Certificate Administrator. (a) Wells Fargo Bank, National Association is hereby initially appointed
Certificate Administrator in accordance with the terms of this Agreement. If the Certificate Administrator resigns or is terminated,
the Trustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof to fulfill the
obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements set forth in Section 8.06.


 


(b)          
The Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed
or presented by the proper party or parties.


 


(c)           
The Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses
of the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with counsel and
the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any
action taken or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)          
The Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it
in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)           
The Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)           
The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicers, the
Special Servicers or the Depositor.


 


Section 5.09     
[RESERVED]


 


Section 5.10     
Voting Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator
shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders
by mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following
procedures, unless different procedures are otherwise described herein with respect to a specific vote:


 


(a)           
Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice
and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders
of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website.


 






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Notices delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually
receives the notice and ballot.


 


(b)          
In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into
consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and shall
be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)           
The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate
Administrator shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline.
Illegible or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall
not be counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results
of the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the
proposition and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate
Administrator shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds
with the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent
manifest error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)          
Any and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall
be borne by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or
answer questions other than process-related questions regarding the administration of the vote.


 


(e)           
If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration
of the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote
and the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


[End of Article V]


 






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Article VI



THE DEPOSITOR, THE MASTER SERVICERS, THE SPECIAL SERVICERS, the Operating Advisor, the asset representations reviewer, THE DIRECTING
CERTIFICATEHOLDER AND THE Risk Retention Consultation Party


 


Section 6.01     
Representations, Warranties and Covenants of the Master Servicers, the Special Servicers, the Operating Advisor and the
Asset Representations Reviewer. (a) Each Master Servicer, for itself only, hereby represents, warrants and covenants to
the Trustee, for its own benefit and the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor,
the Certificate Administrator, each Special Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing
Date, that:


 


(i)           
The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws
of the United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           
The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of
this Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets
or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect the ability of the Master Servicer
to perform its obligations under this Agreement;


 


(iii)          
The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it
contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed
and delivered this Agreement;


 


(iv)          
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and, to the extent applicable, the rights of creditors of national banks or of “financial
companies” (as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of
equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 






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(v)           
The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform
its obligations under this Agreement;


 


(vi)          No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer
which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect the ability of the Master Servicer to perform its obligations under this
Agreement;


 


(vii)         The Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)        No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or
court is required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance
by the Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby,
other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have
been obtained, made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or
(B) where the lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not
have a material adverse effect on the performance by the Master Servicer under this Agreement.


 


(b)          
Each Special Servicer, for itself only, hereby represents, warrants and covenants to the Trustee, for its own benefit and
the benefit of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, each Master
Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)           
The Special Servicer is (A) in the case of the General Special Servicer, a national banking association, duly organized,
validly existing and in good standing under the laws of the United States of America and (B) in the case of the NCB Special Servicer,
a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America
and in each case, the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located
to the extent necessary to perform its obligations under this Agreement;


 


(ii)           
The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms
of this Agreement by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would


 






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constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Special
Servicer to perform its obligations under this Agreement or its financial condition;


 


(iii)          The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it
contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed
and delivered this Agreement;


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable
bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’
rights generally, and, to the extent applicable, the rights of the creditors of national banks or of “financial companies”
(as defined in Section 201 of the Dodd-Frank Act) or their Affiliates, and (B) general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law;


 


(v)          
The Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special Servicer’s
good faith and reasonable judgment, is likely to materially and adversely affect 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,
which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and
reasonable judgment, is likely to materially and adversely affect the ability of the Special Servicer to perform its obligations
under this Agreement;


 


(vii)         The Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)        No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement
or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer


 






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of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Special
Servicer to perform its obligations hereunder.


 


(c)           The Operating Advisor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the
Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, each Master Servicer, each
Special Servicer, as of the Closing Date, that:


 


(i)           
The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws
of the State of New York and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           
The execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms
of this Agreement by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute
a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach
of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets,
or (C) violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating
Advisor to perform its obligations under this Agreement or its financial condition;


 


(iii)          The Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by
it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly
executed and delivered this Agreement;


 


(iv)          This
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement
of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


 


(v)           The Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating Advisor’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or the financial condition of the Operating Advisor;


 






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(vi)          The Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07;


 


(vii)         No litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor,
which would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and
reasonable judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations
under this Agreement; and


 


(viii)        No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this
Agreement or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent,
approval, authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor
of its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of
the Operating Advisor to perform its obligations hereunder.


 


(d)          
The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of
the Certificateholders, and to the Depositor, each Master Servicer, each 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 State in
which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           The
execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms
of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational
documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable
to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations
Reviewer or its property is subject, which, in the case of either (B) or (C) above, is likely to materially and
adversely affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its
financial condition;


 


(iii)          The Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions to be
performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement,
and has duly executed and delivered this Agreement;


 






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(iv)          This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance
with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other
laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at law;


 


(v)           The Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter,
or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of
the Asset Representations Reviewer;


 


(vi)          No litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the
Asset Representations Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in
the Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the
ability of the Asset Representations Reviewer to perform its obligations under this Agreement;


 


(vii)         The Asset Representations Reviewer has errors and omissions coverage that is in full force and effect or is self-insuring
with respect to such risks, which in either case complies with the requirements of Section 3.07; and


 


(viii)        No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state
law for the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations
Reviewer with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this
Agreement, except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual
performance by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not
have a materially adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and


 


(ix)           The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(e)           The representations and warranties set forth in paragraphs (a)-(d) above shall survive the execution and delivery
of this Agreement. Upon written notice or actual knowledge by any party to this Agreement (or upon written notice thereof from
any Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this Section 6.01
which materially and adversely affects the interests of


 






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any party to this Agreement, the Certificateholders, the party discovering
such breach shall give prompt written notice to the other parties hereto, each certifying Certificateholder, and, prior to the
occurrence and continuance of a Control Termination Event, the Directing Certificateholder.


 


Section 6.02     
Liability of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers and the Asset Representations
Reviewer. The Depositor, each Master Servicer, the Operating Advisor, each Special Servicer and the Asset Representations Reviewer
shall be liable in accordance herewith only to the extent of the respective obligations specifically imposed upon and undertaken
by the Depositor, such Master Servicer, the Operating Advisor, such Special Servicer and the Asset Representations Reviewer herein.


 


Section 6.03     
Merger, Consolidation or Conversion of the Depositor, the Master Servicers, the Operating Advisor, the Special Servicers
or the Asset Representations Reviewer. (a) Subject to 6.03(b) below, each of the Depositor, the Master Servicers
and the Special Servicers will keep in full effect its existence, rights and franchises as an entity under the laws of the jurisdiction
of its incorporation or organization, and each will obtain and preserve its qualification to do business as a foreign entity in
each jurisdiction in which qualification is or shall be necessary to protect the validity and enforceability of this Agreement,
the Certificates or any of the Mortgage Loans or Companion Loans and to perform its respective duties under this Agreement.


 


(b)          
Each of the Depositor, the Master Servicers, the Special Servicers, 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 commercial mortgage surveillance,
as the case may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor,
a Master Servicer, a Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person
succeeding to the business of the Depositor, a Master Servicer, a Special Servicer, the Operating Advisor, or the Asset Representations
Reviewer, shall be the successor of the Depositor, such Master Servicer, such Special Servicer, the Operating Advisor, or the Asset
Representations Reviewer (such Person, in the case of a Master Servicer or a Special Servicer, in each of the foregoing cases,
the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper (other
than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor, a Master
Servicer, a Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance with
the terms of this Agreement) or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that with respect to such merger, consolidation or succession, Rating Agency Confirmation is received
from each Rating Agency with respect to the Classes of Certificates and, with respect to any class of Serviced Companion Loan Securities,
a confirmation is received from each applicable rating agency that such action will not result in the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates as described in
Section 3.25); provided, further, that if a Master Servicer, a Special Servicer or the Operating Advisor
enters into a merger and such Master Servicer, such Special Servicer or the Operating Advisor, as applicable, is the surviving
entity under applicable law,


 






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such Master Servicer, such Special Servicer or the Operating Advisor, as applicable, shall not, as
a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates
or, with respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will
not result in the downgrade, withdrawal or qualification of its then-current ratings; provided, further, that for
so long as the Trust, and, with respect to any Serviced Companion Loan included as part of the trust in a related Other Securitization,
is subject to the reporting requirements of the Exchange Act, if such Master Servicer, such Special Servicer or the Operating Advisor
notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation, conversion or other
change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies such Master Servicer,
such Special Servicer or the Operating Advisor, as applicable, in writing that the Depositor or the depositor in such Other Securitization,
as the case may be, has discovered that such successor entity has not complied with its Exchange Act reporting obligations under
any other commercial mortgage loan securitization (and specifically identifying the instance of noncompliance), then it shall be
an additional condition to such succession that the Depositor or the depositor in such Other Securitization, as the case may be,
shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor entity. Notwithstanding the
foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain a Master Servicer, a Special Servicer or Operating
Advisor, as applicable, under this Agreement after (x) being merged or consolidated with or into any Person that is a Prohibited
Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited Party, except
to the extent (i) such Master Servicer, such Special Servicer or Operating Advisor, as applicable, is the surviving entity
of such merger, consolidation or transfer and has been and continues to be in compliance with its Regulation AB reporting obligations
hereunder or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably
withheld. If, within sixty (60) days following the date of delivery of the Merger Notice to the Depositor or the depositor in such
Other Securitization, as the case may be, the Depositor or depositor in such Other Securitization, as the case may be, shall have
failed to notify such Master Servicer or such Special Servicer, as applicable, in writing of the Depositor’s determination,
or depositor’s determination, in the case of an Other Securitization, to grant or withhold such consent, such failure shall
be deemed to constitute a grant of such consent. If the conditions to the provisions in the second preceding sentence are not met,
the Trustee may terminate, and if the conditions set forth in the third proviso of the third preceding sentence are not met the
Trustee shall terminate, the applicable Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such termination
to be effected in the manner set forth in Section 7.01.


 


(i)           
The Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the
jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform
its duties under this Agreement.


 


(ii)          
Any Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any
merger or consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business
of the Asset Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed
to have assumed all of the


 






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liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving
Person.


 


Section 6.04     
Limitation on Liability of the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset
Representations Reviewer and Others. (a) None of the Depositor, the Master Servicers (including in its capacity as Companion
Paying Agent, if applicable), the Special Servicers, the Operating Advisor, the Asset Representations Reviewer or any of the partners,
directors, officers, shareholders, members, managers, employees or agents of any of the foregoing shall be under any liability
to the Trust, the Certificateholders or the Companion Holders for any action taken or for refraining from the taking of any action
in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall
not protect the Depositor, either Master Servicer (including in its capacity as Companion Paying Agent, if applicable), either
Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person against any breach of warranties
or representations made herein or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or
negligence in the performance of such party’s obligations or duties or by reason of negligent disregard of such party’s
obligations and duties hereunder. The Depositor, the Master Servicers (including in its capacity as Companion Paying Agent, if
applicable), the Special Servicers, the Operating Advisor, the Asset Representations Reviewer and any partner, director, officer,
shareholder, member, manager, employee or agent of the Depositor, a Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), a Special Servicer, the Operating Advisor or the Asset Representations Reviewer, and any of the partners,
directors, officers, shareholders, members, managers, employees or agents of any of the foregoing may rely on any document of any
kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The
Depositor, the Master Servicers (including in its capacity as Companion Paying Agent, if applicable), the Special Servicers, the
Asset Representations Reviewer, the Operating Advisor and the Non-Serviced Trust (with respect to any Non-Serviced Mortgage Loan,
to the extent provided under the related Intercreditor Agreement) and any partner, director, officer, shareholder, member, manager,
employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust against any and all claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses
(for the avoidance of doubt, including reasonable attorneys’ fees and expenses and expenses relating to the enforcement of
such indemnity) incurred in connection with any actual or threatened legal or administrative action (whether in equity or at law)
or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates, other than any loss, liability
or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with
any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or
negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or
duties; or (iv) in the case of the Depositor and any of its partners, directors, officers, shareholders, members, managers,
employees and agents, incurred in connection with any violation by any of them of any state or federal securities law. In addition,
absent actual fraud (as determined by a final non-appealable court order), neither the Trustee nor the Certificate Administrator
(including


 






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in its capacity as Custodian, Certificate Registrar and 17g-5 Information Provider) shall 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 has been advised of the likelihood of such loss or damage and regardless of the form of action.
Each of the Master Servicers (including in its capacity as Companion Paying Agent, if applicable), the Special Servicers, the Asset
Representations Reviewer and the Operating Advisor conclusively may rely on, and shall be protected in acting or refraining from
acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic
or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by
the applicable Master Servicer (including in its capacity as Companion Paying Agent, if applicable), the applicable Special Servicer,
the Asset Representations Reviewer or the Operating Advisor to be genuine and to have been signed or presented by the proper party
or parties and each of them may consult with counsel, in which case any written advice of counsel or Opinion of Counsel shall be
full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in good
faith and in accordance with such advice or Opinion of Counsel.


 


(b)          
None of the Depositor, the Master Servicers (including in its capacity as Companion Paying Agent, if applicable), the Special
Servicers, the Operating Advisor or the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or
defend any legal or administrative action (whether in equity or at law), proceeding, hearing or examination that is not incidental
to its respective duties under this Agreement or which in its opinion may involve it in any expense or liability not recoverable
from the Trust; provided, however, that each of the Depositor, the Master Servicers, the Special Servicers, the Operating
Advisor or the Asset Representations Reviewer may in its discretion undertake any such action, proceeding, hearing or examination
that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests
of the Certificateholders (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders and the holders of
a Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu nature of such Serviced
Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder of any related Companion Loan
are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in
accordance with the related Intercreditor Agreement and will also be payable out of the other funds in the Collection Account if
amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses, costs or liabilities
relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable,
will be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities. In such event,
the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be
expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicers (including in its capacity as Companion Paying
Agent, if applicable), the Special Servicers, the Asset Representations Reviewer and the Operating Advisor shall be entitled to
be reimbursed therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the Collection Account
(including, without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).


 






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(c)           
Each of the Master Servicers and the Special Servicers, as applicable, agrees to indemnify the Depositor, the Trustee, the
related Serviced Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Master Servicer(s) (including in its capacity as Companion Paying Agent, if applicable) (in the case of the Special Servicers
or in the case of the other Master Servicer), the Special Servicer(s) (in the case of the Master Servicers or in the case of the
other Special Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof,
and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’
fees and expenses and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as a
result of any willful misconduct, bad faith or negligence of such Master Servicer or such Special Servicer, as the case may be,
in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by such Master Servicer
or such Special Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein by such Master Servicer or such Special Servicer, as applicable. The Trustee, the Certificate Administrator,
the Depositor, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the applicable
Master Servicer or the applicable Special Servicer, as applicable, if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the applicable Master Servicer or the applicable
Special Servicer, as the case may be, shall assume the defense of such claim (with counsel reasonably satisfactory to the Trustee,
the Certificate Administrator or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly
pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure
to so notify the applicable Master Servicer or the applicable Special Servicer, as the case may be, shall not affect any rights
any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless such Master Servicer’s
or such Special Servicer’s, as the case may be, defense of such claim is materially prejudiced thereby.


 


Each of the Master Servicers
and the Special Servicers shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses (for the avoidance of doubt,
including reasonable attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity) incurred by
the Depositor or its Affiliates that arise out of or are based upon, severally and not jointly (i) a breach by such Master Servicer
or such Special Servicer, as applicable, of any obligation it has to deliver information to the 17g-5 Information Provider as set
forth in this Agreement, including Section 3.07(a), Section 3.08, Section 3.09(e), Section 3.12, Section
3.17(c) and Section 3.18(g) or (ii) a breach of any obligation it has set forth in Sections 3.13(e), (h)
and (j).


 


(d)          
Each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify
the Depositor, each Master Servicer (including in its capacity as Companion Paying Agent, if applicable), each Special Servicer,
the Certificate Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating
Advisor, the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee
or agent thereof, and hold


 






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them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses (for the avoidance of doubt, including
reasonable attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity) that any of them may
sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator,
respectively, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the
Trustee or the Certificate Administrator, respectively, of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Depositor,
the applicable Master Servicer, the applicable Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as
the case may be, shall immediately notify the Trustee and the Certificate Administrator, respectively, if a claim is made by a
third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the
Trustee or the Certificate Administrator shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor,
such Master Servicer (including in its capacity as Companion Paying Agent, if applicable), such Special Servicer, the Asset Representations
Reviewer or the Operating Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the
Trustee or the Certificate Administrator shall not affect any rights any of the foregoing Persons may have to indemnification under
this Agreement or otherwise, unless the Trustee’s or the Certificate Administrator’s defense of such claim is materially
prejudiced thereby.


 


(e)           
The Depositor agrees to indemnify each Master Servicer (including in its capacity as Companion Paying Agent, if applicable),
each Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and
the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and
expenses and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as a result of
any willful misconduct, bad faith or negligence of the Depositor, in the performance of its obligations and duties under this Agreement
or by reason of negligent disregard by the Depositor of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The applicable
Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer
or the Operating Advisor, as the case may be, shall immediately notify the Depositor if a claim is made by a third party with respect
to this Agreement, whereupon the Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to such
Master Servicer (including in its capacity as Companion Paying Agent, if applicable) or such Special Servicer, as the case may
be) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment
or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Depositor shall not affect
any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Depositor’s
defense of such claim is materially prejudiced thereby.


 






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(f)           
The Operating Advisor agrees to indemnify each Master Servicer (including in its capacity as Companion Paying Agent, if
applicable), each Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer
and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and
expenses and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as a result of
any willful misconduct, bad faith or negligence of the Operating Advisor, in the performance of its obligations and duties under
this Agreement or by reason of negligent disregard by the Operating Advisor of its duties and obligations hereunder or by reason
of breach of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential
damages. The applicable Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer or the Depositor, as the case may be, shall immediately notify the Operating Advisor if a claim is made
by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon
the Operating Advisor shall assume the defense of such claim (with counsel reasonably satisfactory to such Master Servicer (including
in its capacity as Companion Paying Agent), such Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations
Reviewer or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the Operating
Advisor shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Operating Advisor’s defense of such claim is materially prejudiced thereby.


 


(g)          
Neither the Operating Advisor nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers,
employees or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for
refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Operating Advisor against any liability which would otherwise be imposed
by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations
and duties hereunder.


 


(h)          
The Asset Representations Reviewer agrees to indemnify each Master Servicer (including in its capacity as Companion Paying
Agent, if applicable), each Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor
and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless,
from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments,
and any other costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and
expenses and expenses relating to the enforcement of such indemnity) that any of them may sustain arising from or as a result of
any willful misconduct, bad faith or negligence of the Asset Representations Reviewer, in the performance of its obligations and
duties under this Agreement or by reason of negligent disregard by the Asset Representations Reviewer of its duties and obligations
hereunder or by reason of breach of any representations or warranties made herein;


 






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provided that such indemnity shall not
cover indirect or consequential damages. The applicable Master Servicer, the applicable Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor or the Depositor, as the case may be, shall immediately notify the Asset Representations Reviewer
if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Trust to indemnification
hereunder, whereupon the Asset Representations Reviewer shall assume the defense of such claim (with counsel reasonably satisfactory
to such Master Servicer (including in its capacity as Companion Paying Agent, if applicable), such Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor or the Depositor) and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect
of such claim. Any failure to so notify the Asset Representations Reviewer shall not affect any rights any of the foregoing Persons
may have to indemnification under this Agreement or otherwise, unless the Asset Representations Reviewer’s defense of such
claim is materially prejudiced thereby.


 


(i)            
The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator,
Non-Serviced Operating Advisor (if any), Non-Serviced Depositor, Non-Serviced Trustee, and any of their respective partners,
directors, officers, shareholders, members, managers, employees or agents (collectively, the “Non-Serviced Indemnified
Parties”), shall be indemnified by the Trust and held harmless against the Trust’s pro rata share (subject
to the applicable Non-Serviced Intercreditor Agreement) of any and all claims, losses, penalties, fines, forfeitures, legal
fees and related costs, judgments, and any other costs, liabilities, fees and expenses (including reasonable attorneys’ fees
and expenses and expenses relating to the enforcement of such indemnity) incurred in connection with the servicing and administration
of a Non-Serviced Mortgage Loan and the related Non-Serviced Mortgaged Property under the applicable Non-Serviced PSA (as and
to the same extent the applicable Non-Serviced Trust is required to indemnify such parties in respect of other mortgage loans in
the applicable Non-Serviced Trust pursuant to the terms of the related Non-Serviced PSA).


 


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of either Master Servicer (including
in its capacity as Companion Paying Agent, if applicable), either Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor or the Asset Representations Reviewer.


 


(j)            
For purposes of this Section 6.04 and Section 11.12, a Master Servicer or Special Servicer, as the
case may be, will be deemed not to have engaged in willful misconduct or committed bad faith or negligence in the performance of
their respective obligations and duties hereunder or acted in negligent disregard of such obligations and duties if such Master
Servicer or such Special Servicer, as applicable, fails to follow any terms of any Mortgage Loan documents because such Master
Servicer or such Special Servicer, as applicable, in accordance with the Servicing Standard, determines that compliance with such
terms would or potentially would cause an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a grantor trust
under the relevant provisions of the Code (for which determination such Master Servicer and such Special Servicer will be entitled
to rely on advice of counsel, the cost of which will be reimbursed as an additional expense of the Trust).


 






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(k)          
The NCB Master Servicer shall indemnify and hold harmless the General Master Servicer and its partners, directors, officers,
shareholders, members, managers, employees or agents from and against any claims, losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments and other costs and expenses incurred by the General Master Servicer or such
Persons in connection with any CREFC® Schedule AL File prepared by the General Master Servicer that arise out of
or are based upon any error, inaccuracy or incompleteness in any NCB CREFC® Schedule AL File or NCB Schedule AL
Additional File delivered by the NCB Master Servicer to the General Master Servicer pursuant to Section 3.12(d) or any failure
by the NCB Master Servicer to deliver to the General Master Servicer any NCB CREFC® Schedule AL File or NCB Schedule
AL Additional File by the time specified in Section 3.12(d).


 


Section 6.05     
Depositor, Master Servicers and Special Servicers Not to Resign. Subject to the provisions of Section 6.03,
none of the Master Servicers or the Special Servicers shall resign from their respective obligations and duties hereby imposed
on each of them except upon (a) determination that such party’s duties hereunder are no longer permissible under applicable
law or (b) in the case of a Master Servicer or a Special Servicer, upon the appointment of, and the acceptance of such appointment
by, a successor (which may be appointed by the resigning Master Servicer or Special Servicer, as applicable), and receipt by the
Certificate Administrator and the Trustee of Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25). Any such determination permitting the resignation of such Master Servicer or such Special Servicer
pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to
such effect delivered to the Trustee and (prior to the occurrence and continuance of a Consultation Termination Event) the Directing
Certificateholder. Unless applicable law requires the resignation of such Master Servicer or such Special Servicer (as the case
may be) to be effective immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation
by such Master Servicer or such Special Servicer under clause (a) above shall become effective until the Trustee or a successor
master servicer or special servicer, as applicable, shall have assumed such Master Servicer’s or such Special Servicer’s,
as applicable, responsibilities and obligations in accordance with Section 7.02 and no such resignation by such Master
Servicer or such Special Servicer shall become effective until the Certificate Administrator shall have filed any required Form
8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with respect to any related Companion
Loan. Upon any termination (as described in Section 7.01(c)) or resignation of such Master Servicer or such Special
Servicer, pursuant to this Section 6.05, such Master Servicer or such Special Servicer, as applicable, shall have the
right and opportunity to appoint any successor master servicer or special servicer with respect to this Section 6.05;
provided that, such successor master servicer or special servicer shall not be the Asset Representations Reviewer, the Operating
Advisor or one of their respective Affiliates and (prior to the occurrence and continuance of a Control Termination Event) such
successor special servicer is approved by the Directing Certificateholder, such approval not to be unreasonably withheld. The resigning
party shall pay all reasonable out-of-pocket costs and expenses (including reasonable out-of-pocket costs and expenses
incurred by the Trustee and the


 






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Certificate Administrator) associated with a transfer of its duties pursuant to this Section 6.05.
Except as provided in Section 7.01(c), in no event shall such Master Servicer or such Special Servicer have the right
to appoint any successor master servicer or special servicer if such Master Servicer or Special Servicer, as applicable, is terminated
or removed pursuant to Section 7.01.


 


Section 6.06     
Rights of the Depositor in Respect of the Master Servicers and the Special Servicers. The Depositor may, but is not
obligated to, enforce the obligations of either Master Servicer and either Special Servicer hereunder and may, but is not obligated
to, perform, or cause a designee to perform, any defaulted obligation of either Master Servicer and either Special Servicer hereunder
or exercise the rights of either Master Servicer or either Special Servicer, as applicable, hereunder; provided, however,
that either Master Servicer and either Special Servicer shall not be relieved of any of their respective obligations hereunder
by virtue of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for
any action or failure to act by either Master Servicer or either Special Servicer and is not obligated to supervise the performance
of the Trustee, the Master Servicers, the Operating Advisor or the Special Servicers under this Agreement or otherwise.


 


Section 6.07     
The Master Servicers and the Special Servicers as Certificate Owner. Either Master Servicer, either Special Servicer
or any Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect
to) any Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same rights
it would have if it were not a Master Servicer, a Special Servicer or an Affiliate thereof.


 


Section 6.08     
The Directing Certificateholder and the Risk Retention Consultation Party.(a) (A) Other than with respect
to any Serviced AB Whole Loan that is not subject to an AB Control Appraisal Period, for so long as no Control Termination Event
has occurred and is continuing, the Directing Certificateholder shall be entitled to advise (1) the applicable Special Servicer,
with respect to all Major Decisions (other than with respect to any Excluded Loan with respect to the Directing Certificateholder)
or the holder of the majority of the Controlling Class) and (2) the Master Servicer, to the extent the Directing Certificateholder’s
consent is required by the applicable clauses of the definition of “Master Servicer Decision”, and (B) the Risk Retention
Consultation Party shall (other than with respect to an Excluded Loan with respect to the Risk Retention Consultation Party or
the holder of the majority of the RR Interest) be entitled to consult on a strictly non-binding basis with the applicable Special
Servicer with respect to any Major Decision (provided that prior to the occurrence and continuance of a Consultation Termination
Event, the related Mortgage Loan must also be a Specially Serviced Loan). For the avoidance of doubt, any consultation with the
Risk Retention Consultation Party under this Agreement shall occur only upon the written request of the Risk Retention Consultation
Party with respect to any individual triggering event, and any such consultation shall be on a strictly non-binding basis and shall
be subject to all limitations with respect to the procedures and timing of such consultation set forth in this Section 6.08.


 


Notwithstanding anything
herein to the contrary, except as set forth in, and in any event subject to, the third and fourth paragraphs of this Section 6.08(a)
and Section 6.08(b), for so long as no Control Termination Event has occurred and is continuing, the applicable Special
Servicer shall not be permitted to take (or to consent to the Master Servicer’s taking) any of the following actions (each,
a “Major Decision”) as to which the Directing Certificateholder has objected in


 






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writing within ten (10) Business
Days (or thirty (30) days with respect to clause (ix) of the definition of “Major Decision”) after the Directing Certificateholder’s
receipt of the applicable Special Servicer’s written recommendation and analysis and all information reasonably requested
by the Directing Certificateholder, and reasonably available to the applicable Special Servicer in order to grant or withhold such
consent (provided that if such written consent has not been received by the applicable Special Servicer within the applicable time
period, then the Directing Certificateholder will be deemed to have approved such action):


 


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


 


(ii)           any modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or
material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of
a Serviced Mortgage Loan or Serviced Whole Loan or any extension of the maturity date of such Mortgage Loan or Serviced Whole Loan
other than in connection with a maturity default if a refinancing or sale is expected within 120 days as provided in clause (ix)
of the definition of “Master Servicer Decision”;


 


(iii)          any sale of a Defaulted Loan and any related defaulted Companion Loan, or any REO Property (other than in connection with
the termination of the Trust) or a defaulted Non-Serviced Mortgage Loan that the applicable Special Servicer is permitted to sell
in accordance with Section 3.16(a)(iii) of this Agreement, in each case, for less than the applicable Purchase Price;


 


(iv)          any determination to bring a Mortgaged Property that secures a Specially Serviced Loan or an REO Property into compliance
with applicable environmental laws or to otherwise address hazardous material located at a Mortgaged Property that secures a Specially
Serviced Loan or an REO Property;


 


(v)           any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Serviced
Mortgage Loan or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged Property or interests
in the Mortgagor or consent to the incurrence of additional debt, other than (A) any such transfer or incurrence of debt as described
under clause (xiv), (xv) or (xvi) of the definition of “Master Servicer Decision” or as may
be effected (I) without the consent of the lender under the related loan agreement, (II) pursuant to the specific terms
of such Mortgage Loan and (III) for which there is no lender discretion or (B) solely with respect to an NCB Co-op Mortgage
Loan, provided that the NCB Subordinate Debt Conditions have been satisfied with respect thereto (a) the waiver of a “due-on-encumbrance”
clause relating to an NCB Co-op Mortgage Loan to permit subordinate debt secured by the related Mortgaged Property and (b) the
incurrence of additional indebtedness by a Mortgagor of an NCB Co-op Mortgage Loan;


 


(vi)          (a) other than in the case of an NCB Co-op Mortgage Loan, any property management company changes with respect to a Specially
Serviced Loan with a principal


 






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balance equal to or greater than $10,000,000, including without limitation, approval of the termination
of a manager and appointment of a new property manager, (b) with respect to any Serviced Mortgage Loan or Serviced Companion Loan
that is a Non-Specially Serviced Loan, a change in property management if the replacement property manager is a Borrower Party
or (c) franchise changes with respect to a Mortgage Loan for which the lender is required to consent or approve such changes
under the related Mortgage Loan documents;


 


(vii)          other than in the case of any Non-Specially Serviced Loan or any Mortgage Loan secured by residential cooperative property
sold to the depositor by National Cooperative Bank, N.A., releases of any material amounts from any escrow accounts, reserve funds
or letters of credit, in each case, held as performance escrows or reserves, other than those required pursuant to the specific
terms of the related Mortgage Loan documents (provided that any releases for which there is lender discretion with respect
to Specially Serviced Loans of material amounts from any escrow accounts, reserve funds or letters of credit held as performance
escrows or performance reserves specified (along with the related Mortgage Loans) on Schedule 3 hereto shall also constitute
Major Decisions);


 


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


 


(ix)           other than in the case of a Non-Specially Serviced Loan, any determination of an Acceptable Insurance Default;


 


(x)           
other than in the case of a Non-Specially Serviced Loan, 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 (other
than for ground leases), at a Mortgaged Property if (a) the lease affects an area greater than or equal to the lesser of (1) 30%
of the net rentable area of the improvements at the Mortgaged Property or (2) 30,000 square feet and (b) such transaction
is not a routine leasing matter;


 


(xi)           other than in the case of a Non-Specially Serviced Loan or a Non-Serviced Mortgage Loan, any modification, amendment, consent
to a modification or waiver of any material term of any Intercreditor Agreement or any action to enforce rights (or decision not
to enforce rights) with respect thereto; provided, that any such modification or amendment that would adversely impact the
applicable Master Servicer shall additionally require the consent of the applicable Master Servicer as a condition to its effectiveness;


 


(xii)          any consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a direct or indirect parent of a Mortgagor,
to the extent the Mortgagee’s approval is required under the related Mortgage Loan documents, other than with respect to
an


 






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NCB Co-op Mortgage Loan, as to which the NCB Subordinate Debt Conditions have been satisfied;


 


(xiii)         requests for property or other collateral releases or substitutions, other than (A) grants of easements or rights of
way, (B) releases of non-material, non-income producing parcels of a Mortgaged Property (including, without limitation, any
such releases as to which the related Mortgage Loan documents expressly require the mortgagee thereunder to make such releases),
(C) consents to releases related to condemnation of parcels of a Mortgaged Property, (D) the release of collateral securing
any Mortgage Loan in connection with defeasance of the collateral for such Mortgage Loan or (E) the items listed in clause (vii)
of this definition and clause (viii) of the definition of “Master Servicer Decision”;


 


(xiv)        other than in the case of a Non-Specially Serviced Loan, approval of easements and rights of way that materially affect
the use or value of a Mortgaged Property or the Mortgagor’s ability to make any payments with respect to the related Mortgage
Loan;


 


(xv)         agreeing to any modification, waiver, consent or amendment of the related Mortgage Loan or Serviced Whole Loan in connection
with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (A) a modification of the
type of defeasance collateral required under the Mortgage Loan documents such that defeasance collateral other than direct, non-callable
obligations of the United States of America would be permitted or (B) a modification that would permit a principal prepayment
instead of defeasance if the applicable loan documents do not otherwise permit such principal prepayment;


 


(xvi)        determining whether to cure any default by a Mortgagor under a ground lease or permit any ground lease modification, amendment
or subordination, non-disturbance and attornment agreement or entry into a new ground lease;


 


(xvii)       other than in the case of a Non-Specially Serviced Loan, consent to actions and releases related to condemnation of parcels
of a Mortgaged Property with respect to a material parcel or a material income producing parcel or any condemnation that materially
affects the use or value of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect
of the related Mortgage Loan or any related Companion Loan when due;


 


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


 


(xix)         other than with respect to NCB Co-op Mortgage Loans and other than in the case of any Non-Specially Serviced Loan, approval
of any waiver regarding the receipt of financial statements (other than immaterial timing waivers including late financial statements
which in no event relieve any borrower of the obligation to provide


 






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financial statements on at least a quarterly basis) following
three consecutive late deliveries of financial statements; and


 


(xx)          
the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of a borrower;


 


provided, however,
that in the event that the applicable Special Servicer or the applicable Master Servicer, as the case may be, determines that immediate
action, with respect to the foregoing matters or any Master Servicer Decision, or any other matter requiring consent of the Directing
Certificateholder prior to the occurrence and continuance of a Control Termination Event in this Agreement (or any matter requiring
consultation with the Directing Certificateholder, the Risk Retention Consultation Party or the Operating Advisor), is necessary
to protect the interests of the Certificateholders (or, with respect to any Serviced Whole Loan, the interest of the Certificateholders
and the holders of any related Serviced Companion Loan) (as a collective whole (taking into account the subordinate or pari passu
nature of any Companion Loans)), the applicable Special Servicer or the applicable Master Servicer, as the case may be, may take
any such action without waiting for the Directing Certificateholder’s response (or without waiting to consult with the Directing
Certificateholder, the Risk Retention Consultation Party or the Operating Advisor, as the case may be); provided that if
such matter requires consent of or consultation with the Directing Certificateholder, the Risk Retention Consultation Party or
the Operating Advisor pursuant to this Agreement, the applicable Special Servicer or the applicable Master Servicer, as the case
may be, provides the Directing Certificateholder (or the Operating Advisor, if applicable) and the Risk Retention Consultation
Party (if applicable) with prompt written notice following such action including a reasonably detailed explanation of the basis
therefor. None of the Master Servicers or the Special Servicers is required to obtain the consent of the Directing Certificateholder
for any of the foregoing actions or any other matter requiring consent of the Directing Certificateholder after the occurrence
and during the continuance of a Control Termination Event; provided, however, that, after the occurrence and during
the continuance of a Control Termination Event, the applicable Special Servicer shall consult with the Directing Certificateholder
(only prior to the occurrence and continuance of a Consultation Termination Event) in connection with any Major Decision not relating
to an Excluded Loan with respect to the Directing Certificateholder (and any other actions which otherwise require consultation
with the Directing Certificateholder prior to the occurrence and continuance of a Consultation Termination Event hereunder) and
consider alternative actions recommended by the Directing Certificateholder in respect thereof. If the applicable Master Servicer
and the applicable Special Servicer have mutually agreed that the applicable Master Servicer will process any Major Decision, the
applicable Master Servicer shall not be permitted to take any of the actions that constitute Major Decisions unless it has obtained
the consent of the applicable Special Servicer, which consent will be deemed given (unless earlier objected to by the applicable
Special Servicer) ten (10) Business Days after the applicable Special Servicer’s receipt from the applicable Master
Servicer of the applicable Master Servicer’s written recommendation and analysis with respect to such Major Decision and
all information reasonably requested by the applicable Special Servicer and reasonably available to the applicable Master Servicer
in order to make an informed decision with respect to such Major Decision plus the time period provided to the Directing Certificateholder
or other relevant party under this Agreement and, if applicable, any additional time period permitted in the related Intercreditor
Agreement. Additionally, upon request, the applicable Special Servicer shall


 






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consult with the Risk Retention Consultation Party
on a non-binding basis (provided, that prior to the occurrence and continuance of a Consultation Termination Event, the related
Mortgage Loan must also be a Specially Serviced Loan) in connection with any Major Decision not relating to an Excluded Loan with
respect to the Risk Retention Consultation Party and consider alternative actions recommended by the Risk Retention Consultation
Party in respect thereof. In the event the applicable Special Servicer receives no response from the Directing Certificateholder
or the Risk Retention Consultation Party within ten (10) Business Days following its written request for input on any required
consultation, the applicable Special Servicer shall not be obligated to consult with the Directing Certificateholder or the Risk
Retention Consultation Party, as applicable, on the specific matter; provided, however, that the failure of
the Directing Certificateholder or the Risk Retention Consultation Party to respond shall not relieve the applicable Special Servicer
from consulting with the Directing Certificateholder or the Risk Retention Consultation Party, as applicable, on any future matters
with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan with respect to such
party) or Serviced Whole Loan. In addition, after a Control Termination Event, the applicable Special Servicer will also be required
to consult with the Operating Advisor in connection with any proposed Major Decision (and any other actions which otherwise require
consultation with the Operating Advisor after the occurrence and during the continuance of a Control Termination Event hereunder)
and consider alternative actions recommended by the Operating Advisor, in respect thereof, provided that such consultation
is on a non-binding basis. In the event that the applicable Special Servicer receives no response from the Operating Advisor
within ten (10) Business Days following the later of (i) its written request for input on any required consultation and (ii) delivery
of all such additional information reasonably requested by the Operating Advisor related to the subject matter of such consultation,
the applicable Special Servicer shall not be obligated to consult with the Operating Advisor on the specific matter; provided,
however, that the failure of the Operating Advisor to respond on any specific matters shall not relieve the applicable Special
Servicer from its obligation to consult with the Operating Advisor on any future matter with respect to the applicable Mortgage
Loan or any other Mortgage Loan. Notwithstanding anything herein to the contrary, with respect to any Excluded Loan with respect
to the Directing Certificateholder or the holder of the majority of the Controlling Class (regardless of whether a Control Termination
Event has occurred and is continuing), the applicable Special Servicer shall consult with the Operating Advisor, on a non-binding
basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended
by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in this Section 6.08 for
consulting with the Operating Advisor.


 


Subject to the terms
and conditions of this Section 6.08(a), (i) the applicable Special Servicer shall process all requests in respect of
Specially Serviced Loans and any matter (other than as described in clause (ii)(B) below) that constitutes a Major Decision with
respect to Non-Specially Serviced Loans, and (ii) the applicable Master Servicer shall process all requests in respect of (A) any
matter that constitutes a Master Servicer Decision with respect to Non-Specially Serviced Loans and (B) any matter that constitutes
a Major Decision with respect to a Non-Specially Serviced Loan that the applicable Master Servicer and the applicable Special Servicer
have mutually agreed the applicable Master Servicer shall process.


 






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Upon receiving a request
for any matter that constitutes a Major Decision with respect to a Serviced Mortgage Loan that is not a Specially Serviced Loan,
the applicable Master Servicer shall forward such request to the applicable Special Servicer and, unless the applicable Master
Servicer and the applicable Special Servicer mutually agree that the applicable Master Servicer shall process such request, the
applicable Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and the
applicable Master Servicer will have no further obligation with respect to such request or the Major Decision. With respect to
such request, the applicable Master Servicer shall continue to cooperate with reasonable requests of the applicable Special Servicer
by delivering any additional information in the applicable Master Servicer’s possession to the applicable Special Servicer
requested by the applicable Special Servicer relating to such Major Decision. The applicable Master Servicer shall not be permitted
to process any such Major Decision and shall not be required to interface with the Mortgagor or provide a written recommendation
and analysis with respect to any such Major Decision. Prior to the occurrence of a Consultation Termination Event, the applicable
Special Servicer shall within ten (10) Business Days forward such request to the Directing Certificateholder together with the
applicable Special Servicer’s written recommendation and analysis. The Directing Certificateholder shall promptly provide
notice to the applicable Special Servicer of any objection the Directing Certificateholder has to the applicable Special Servicer’s
written recommendation and analysis (provided that if such written consent has not been received by the applicable Special
Servicer within the applicable time period, then the Directing Certificateholder will be deemed to have approved such action).


 


With respect to (i) prior
to the occurrence and continuance of a Consultation Termination Event, any Major Decision relating to a Specially Serviced Loan,
and (ii) after the occurrence and during the continuance of a Consultation Termination Event, any Major Decision relating to a
Mortgage Loan (in each case, other than with respect to an Excluded Loan with respect to the Risk Retention Consultation Party
or the holder of the majority of the RR Interest), the Special Servicer shall provide copies of any notice, information and report
that it is required to provide to the Directing Certificateholder pursuant to this Agreement with respect to such Major Decision
to the Risk Retention Consultation Party, within the same time frame it is required to provide such notice, information or report
to the Directing Certificateholder (for this purpose, without regard to whether such items are actually required to be provided
to the Directing Certificateholder under this Agreement due to the occurrence of a Control Termination Event or a Consultation
Termination Event).


 


In addition, with respect
to any Mortgage Loan other than an Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority
of the Controlling Class, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder
subject to any rights, if any, of the related Companion Holder to advise the applicable Special Servicer with respect to the related
Serviced Whole Loan, pursuant to the terms of the related Intercreditor Agreement, may direct the applicable Special Servicer to
take, or to refrain from taking, such other actions with respect to a Mortgage Loan, as the Directing Certificateholder may deem
advisable or as to which provision is otherwise made herein; provided that notwithstanding anything herein to the contrary,
no such direction or objection contemplated by the preceding paragraphs of this Section 6.08(a) or this paragraph may
require or cause the applicable Master Servicer or applicable Special Servicer to violate any provision of any Mortgage Loan or
related Intercreditor Agreement or mezzanine intercreditor agreement,


 






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applicable law, this Agreement, or the REMIC Provisions (and,
with respect to a Serviced Whole Loan, subject to the rights of the holders of the related Companion Loan), including without limitation
the obligation of either Master Servicer and either Special Servicer to act in accordance with the Servicing Standard, or expose
the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the Trust or the Trustee to liability, or materially expand the scope of the responsibilities of either Master Servicer or either
Special Servicer, as applicable, hereunder or cause either Master Servicer or either Special Servicer, as applicable, to act, or
fail to act, in a manner which in the reasonable judgment of the applicable Master Servicer or the applicable Special Servicer,
as the case may be, is not in the best interests of the Certificateholders.


 


In the event a Special
Servicer or a Master Servicer, as applicable, determines that a refusal to consent by the Directing Certificateholder or any advice
from the Directing Certificateholder or the Risk Retention Consultation Party, would cause such Special Servicer or such Master
Servicer, as applicable, to violate the terms of any Mortgage Loan, applicable law or this Agreement, including without limitation,
the Servicing Standard, such Special Servicer or such Master Servicer, as applicable, shall disregard such refusal to consent or
advise and notify the Directing Certificateholder or the Risk Retention Consultation Party, respectively, and the Trustee and the
Rating Agencies of its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining
from taking, any action by such Master Servicer or such Special Servicer in accordance with the direction of or approval of the
Directing Certificateholder or the approval of the Risk Retention Consultation Party that does not violate the terms of any Mortgage
Loan, applicable law or the Servicing Standard or any other provisions of this Agreement, will not result in any liability on the
part of such Master Servicer or such Special Servicer.


 


With respect to any matter
for which the consent or consultation of the Directing Certificateholder or Risk Retention Consultation Party is required, to the
extent no specific time period for deemed consent or deemed waiver of consultation rights is expressly stated, in the event no
response from the Directing Certificateholder or Risk Retention Consultation Party, as applicable, is received within ten (10)
Business Days following written request for input on any required consent or consultation and receipt of all reasonably requested
information on any required consent or consultation, the Directing Certificateholder or Risk Retention Consultation Party, as applicable,
shall be deemed to have consented to or approved or consulted on the specific matter; provided that the failure of the Directing
Certificateholder or Risk Retention Consultation Party, as applicable, to respond will not affect any future matters with respect
to the applicable Mortgage Loan or any other Mortgage Loan.


 


The Directing Certificateholder
shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of any action,
or for errors in judgment; provided, however, that the Directing Certificateholder shall not be protected against
any liability to a Controlling Class Certificateholder that would otherwise be imposed by reason of willful misconduct, bad faith
or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard
of obligations or duties owed to the Controlling Class Certificateholders. By its acceptance of a Certificate, each Certificateholder
acknowledges and agrees that the Directing Certificateholder may take actions that favor the interests of one or more Classes of
the Certificates including the Holders of the


 






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Controlling Class over other Classes of the Certificates, and that the Directing
Certificateholder may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates,
that the Directing Certificateholder may act solely in the interests of the Holders of the Controlling Class, including the Holders
of the Controlling Class, that the Directing Certificateholder does not have any duties or liability to the Holders of any Class
of Certificates other than the Controlling Class, that the Directing Certificateholder shall not be liable to any Certificateholder,
by reason of its having acted solely in the interests of the Holders of the Controlling Class, and that the Directing Certificateholder
shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing
Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.


 


The Risk Retention Consultation
Party shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from the taking of
any action, or for errors in judgment; provided, however, that the Risk Retention Consultation Party shall not be
protected against any liability to a Holder of an RR Interest that would otherwise be imposed by reason of willful misconduct,
bad faith or gross negligence in the performance of duties owed to the Holders of the RR Interest or by reason of reckless disregard
of obligations or duties owed to the Holders of the RR Interest. By its acceptance of a Certificate, each Certificateholder acknowledges
and agrees that the Risk Retention Consultation Party may take actions that favor the interests of one or more Classes of the Certificates
including the Holders of an RR Interest over other Classes of the Certificates, and that the Risk Retention Consultation Party
may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates, that the
Risk Retention Consultation Party may act solely in the interests of the Holders of an RR Interest, that the Risk Retention Consultation
Party does not have any duties or liability to the Holders of any Class of Certificates other than the RR Interest, that the Risk
Retention Consultation Party shall not be liable to any Certificateholder, by reason of its having acted solely in the interests
of the Holder of the RR Interest, and that the Risk Retention Consultation Party shall have no liability whatsoever for having
so acted, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation Party or any director,
officer, employee, agent or principal thereof for having so acted.


 


Any Non-Serviced Whole
Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or the Certificateholders
for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its acceptance of a Certificate,
each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling Holder, with respect to the related
Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes of the certificates issued under the
related Non-Serviced PSA including the holders of the controlling class under such Non-Serviced PSA over other classes of the certificates
issued under the Non-Serviced PSA and/or any Class of Certificates, and that such Non-Serviced Whole Loan Controlling Holder, with
respect to such Non-Serviced Whole Loan, may have special relationships and interests that conflict with those of Holders of some
Classes of the Certificates, that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan,
may act solely in the interests of the Holders of the controlling class under the related Non-Serviced PSA, that such Non-Serviced
Whole Loan Controlling Holder, shall not be liable to any Certificateholder, by reason of its having acted solely in the interests
of the Holders of the controlling class under the 


 






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related Non-Serviced PSA, and that the Non-Serviced Whole Loan Controlling Holder,
with respect to such Non-Serviced Whole Loan, shall have no liability whatsoever for having so acted, and no Certificateholder
may take any action whatsoever against such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole
Loan, or any director, officer, employee, agent or principal thereof for having so acted.


 


(b)          
Notwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance of a
Control Termination Event (and at any time with respect to any Excluded Loan with respect to a Directing Certificateholder), the
Directing Certificateholder shall have no right to consent to or direct any action taken or not taken by any party to this Agreement;
(ii) 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 Directing Certificateholder and the Risk Retention Consultation Party shall remain entitled
to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the applicable Special Servicer
and any other applicable party shall consult (on a non-binding basis) with the Directing Certificateholder and, with respect to
any Specially Serviced Loan, the Risk Retention Consultation Party (in each case, other than with respect to any Excluded Loan
as to such party) to the extent set forth herein in connection with any action to be taken or refrained from being taken to the
extent set forth herein; and (iii) after the occurrence and during the continuance of a Consultation Termination Event (and
at any time with respect to any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of
the Controlling Class), the Directing Certificateholder shall have no direction, consultation or consent rights hereunder and no
right to receive any notices, reports or information (other than notices, reports or information required to be delivered to all
Certificateholders) or any other rights as Directing Certificateholder and, other than with respect to any Excluded Loan with respect
to the Risk Retention Consultation Party or the holder of a majority of the RR Interest, the Risk Retention Consultation Party
shall remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the
applicable Special Servicer and any other applicable party shall consult with the Risk Retention Consultation Party to the extent
set forth herein in connection with any action to be taken or refrained from being taken to the extent set forth herein.


 


Section 6.09     
Knowledge of Wells Fargo Bank, National Association. Except as otherwise expressly set forth in this Agreement, Wells
Fargo Bank, National Association acting in any particular capacity hereunder will not be deemed to be imputed with knowledge of
(a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated to the transactions contemplated by this Agreement,
or (b) Wells Fargo Bank, National Association, acting in any other capacity hereunder, except, in the case of either clause
(a) or clause (b), where some or all of the obligations performed in such capacities are performed by one or more employees
within the same group or division of Wells Fargo Bank, National Association, or where the groups or divisions responsible for performing
the obligations in such capacities have one or more of the same Responsible Officers or Servicing Officers, as applicable.


 


[End of Article VI]


 


 






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Article VII



SERVICER TERMINATION EVENTS


 


Section 7.01     
Servicer Termination Events; Master Servicers and Special Servicers Termination. (a) “Servicer Termination
Event”, wherever used herein, means, with respect to either Master Servicer or either Special Servicer, as the case may
be, any one of the following events:


 


(i)           
(A) any failure by such Master Servicer to make any deposit required to be made by such Master Servicer to its Collection
Account, or remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by
the time such deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied
within one (1) Business Day or (B) any failure by such Master Servicer to deposit into, or remit to the Certificate Administrator
for deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by
11:00 a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)           
any failure by such Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is
required to be made or to remit to the applicable Master Servicer for deposit into the applicable Collection Account or any other
required account hereunder, any amount required to be so deposited or remitted by such Special Servicer pursuant to, and at the
time specified by, the terms of this Agreement; or


 


(iii)          
any failure on the part of such Master Servicer or such Special Servicer, as the case may be, duly to observe or perform
in any material respect any of its other covenants or obligations contained in this Agreement, which failure continues unremedied
for a period of thirty (30) days (or (A) with respect to any year that a report on Form 10-K is required to be filed,
five (5) Business Days in the case of such Master Servicer’s or such Special Servicer’s obligations, as the case may
be, contemplated by Article XI, (B) fifteen (15) days in the case of such Master Servicer’s failure to make
a Servicing Advance or (C) fifteen (15) days in the case of a failure to pay the premium for any property insurance policy
required to be maintained) after the date on which written notice of such failure, requiring the same to be remedied, shall have
been given (A) to such Master Servicer or such Special Servicer, as the case may be, by any other party hereto, or (B) to
such Master Servicer or such Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders
of Certificates evidencing not less than 25% of all Voting Rights or, solely as it relates to the servicing of a Serviced Pari
Passu Whole Loan if affected by that failure, by the related Serviced Companion Noteholder; provided, however, if
such failure is capable of being cured and such Master Servicer or such Special Servicer, as applicable, is diligently pursuing
such cure, such period will be extended an additional thirty (30) days; provided, further, however, that such
extended period will not apply to the obligations regarding Exchange Act reporting; or


 






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(iv)          any breach on the part of such Master Servicer or such Special Servicer, as the case may be, of any representation or warranty
contained in Section 6.01(a) or Section 6.01(b), as applicable, which materially and adversely affects
the interests of any Class of Certificateholders or Companion Holders (excluding the holder of any Non-Serviced Companion Loan)
and which continues unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same
to be remedied, shall have been given to such Master Servicer or such Special Servicer, as the case may be, by the Depositor, the
Certificate Administrator or the Trustee, or to such Master Servicer, such Special Servicer, the Depositor, the Certificate Administrator
and the Trustee by the Holders of Certificates evidencing not less than 25% of all Voting Rights or, as it relates to the servicing
of a Serviced Pari Passu Whole Loan affected by such breach, by the related Serviced Companion Noteholder; provided, however,
that if such breach is capable of being cured and such Master Servicer or such Special Servicer, as the case may be, is diligently
pursuing such cure, such 30-day period will be extended an additional thirty (30) days; or


 


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


 


(vi)          such Master Servicer or such Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee
or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings
of or relating to such Master Servicer or such Special Servicer, as the case may be, or of or relating to all or substantially
all of its property; or


 


(vii)         such Master Servicer or such Special Servicer shall admit in writing its inability to pay its debts generally as they become
due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for
the benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the
foregoing;


 


(viii)        DBRS has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates, or (B) placed
one or more Classes of Certificates or Serviced Pari Passu Companion Loan Securities, as applicable, on “watch status”
in contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch status”
placement shall not have been withdrawn by DBRS within sixty (60) days of such rating action) and, (C) in the case of either
of clauses (A) or (B), publicly cited servicing concerns with such Master Servicer or such Special Servicer,
as the case may be, as the sole or a material factor in such rating action;


 






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(ix)         
such Master Servicer or such Special Servicer, as the case may be, is no longer rated at least “CMS3” or “CSS3”,
respectively, by Fitch and such Master Servicer or Special Servicer is not reinstated to at least that rating within 60 days of
the delisting; or


 


(x)          
such Master Servicer or such Special Servicer, as the case may be, is removed from S&P’s Select Servicer List as a “U.S.
Commercial Mortgage Master Servicer” or a “U.S. Commercial Mortgage Special Servicer,” as applicable, and is
not restored to such status on such list within sixty (60) days.


 


(b)         
If any Servicer Termination Event with respect to a Master Servicer or a Special Servicer (in either case, for purposes of this
Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every
such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee may, and at the written direction
of the Directing Certificateholder (solely with respect to such Special Servicer and only (i) prior to the occurrence and
continuance of a Control Termination Event and (ii) other than with respect to a Mortgage Loan that is an Excluded Loan with
respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class) or the Holders of Certificates
entitled to more than 25% of the Voting Rights, the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate
each of such Master Servicer or such Special Servicer, as the case may be, upon five (5) Business Days’ written notice if
there is a Servicer Termination Event under clause (A) in the parenthetical in Section 7.01(a)(iii) above),
by notice in writing to the Affected Party, with a copy of such notice to the Depositor and the Operating Advisor, all of the
rights (subject to Section 3.11 and Section 6.04) and obligations of the Affected Party under this Agreement
and in and to the Mortgage Loans and the proceeds thereof (other than as a Certificateholder or Companion Holder, if applicable);
provided, however, that the Affected Party shall be entitled to the payment of accrued and unpaid compensation and
reimbursement through the date of such termination as provided for under this Agreement for services rendered and expenses incurred.
From and after the receipt by the Affected Party of such written notice except as otherwise provided in this Article VII,
all authority and power of the Affected Party under this Agreement, whether with respect to the Certificates (other than as a
Holder of any Certificate) or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee with respect to a termination
of such Master Servicer or such Special Servicer pursuant to and under this Section 7.01, and, without limitation,
the Trustee is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Affected Party,
as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or otherwise. Such Master Servicer and such Special Servicer
each agree that if it is terminated pursuant to this Section 7.01(b), it shall promptly (and in any event no later
than twenty (20) Business Days subsequent to its receipt of the notice of termination) provide the Trustee with all documents
and records requested by it to enable it to assume such Master Servicer’s or such Special Servicer’s, as the case
may be, functions hereunder, and shall cooperate with the Trustee in effecting the termination of such Master Servicer’s
or such Special Servicer’s, as the case may be, responsibilities and rights (subject to Section 3.11 and Section 6.04)
hereunder, including, without limitation, the transfer within five (5) Business Days to the Trustee for administration by it of
all cash amounts which shall at the time be or should


 






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have been credited by such Master Servicer to its Collection Account or
any Servicing Account (if it is the Affected Party), by such Special Servicer to the REO Account (if it is the Affected Party)
or thereafter be received with respect to the applicable Mortgage Loans or any REO Property (provided, however,
that such Master Servicer and such Special Servicer each shall, if terminated pursuant to this Section 7.01(b) or
pursuant to Section 7.01(d) (with respect to such Special Servicer), continue to be entitled to receive all amounts
accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances (in the
case of such Special Servicer or such Master Servicer) or otherwise, and it and its Affiliates and the directors, managers, officers,
members, employees and agents of it and its Affiliates shall continue to be entitled to the benefits of Section 3.11
and Section 6.04 notwithstanding any such termination).


 


(c)         
If a Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event
under Section 7.01(a)(viii), (a)(ix) or (a)(x), such Master Servicer shall have a forty-five (45)
day period after such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance
with Section 6.03 and Section 7.02 and to which such Master Servicer can sell its rights to service the
Mortgage Loans under this Agreement. During such forty-five (45) day period such Master Servicer may continue to serve as
a Master Servicer hereunder. In the event that such Master Servicer is unable, within such forty-five (45) day period, to
cause a qualified successor master servicer to assume the duties of such Master Servicer hereunder, then and in such event, the
Trustee shall assume the obligations of such Master Servicer hereunder.


 


Notwithstanding
Section 7.01(b), if any Servicer Termination Event on the part of the General Special Servicer shall occur and be
continuing that affects the Holder of a Serviced Pari Passu Companion Loan, then, so long as the General Special Servicer is not
otherwise terminated, the Holder of such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other
Pooling and Servicing Agreement, as applicable, shall be entitled to direct the Trustee to terminate the General Special Servicer
with respect to the related Serviced Pari Passu Whole Loan. The General Special Servicer appointed to replace the General Special
Servicer with respect to a Serviced Pari Passu Mortgage Loan cannot at any time be (without the prior written consent of the holder
of such Serviced Pari Passu Companion Loan) the person (or Affiliate thereof) that was terminated at the direction of the holder
of the related Serviced Pari Passu Companion Loan. Any such Special Servicer under this paragraph shall meet the eligibility requirements
of Section 7.02 and the eligibility requirements of the related Other Pooling and Servicing Agreement, and the appointment
thereof shall comply with the provisions of Section 7.02. Any appointment of a replacement General Special Servicer
in accordance with this paragraph shall be subject to the receipt of Rating Agency Confirmation and confirmation from the applicable
rating agencies that such appointment or replacement will not result in the downgrade, withdrawal or qualification of the then-current
ratings of any class of any related Serviced Companion Loan Securities (provided that such rating agency confirmation may
be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates
pursuant to Section 3.25).


 


(d)         
Subject to the rights of the holder of a related AB Subordinate Companion Loan pursuant to the related Intercreditor Agreement,
at any time prior to the occurrence and


 






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continuance of a Control Termination Event and other than with respect to any Excluded
Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder
shall be entitled to terminate the rights (subject to Section 3.11 and Section 6.04) and obligations of
such Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice to such Special Servicer,
the Master Servicers, the Certificate Administrator, the Trustee and the Operating Advisor; such termination to be effective upon
the appointment of a successor special servicer meeting the requirements of this Section 7.01(d). Upon a termination
of such Special Servicer, the Directing Certificateholder (other than with respect to any Excluded Loan with respect to the Directing
Certificateholder or the Holder of the majority of the Controlling Class) shall appoint a successor special servicer; provided,
however, that (i) such successor will meet the requirements set forth in Section 7.02, (ii) each
Rating Agency delivers Rating Agency Confirmation and, in the case of any class of any Serviced Companion Loan Securities, the
applicable rating agencies deliver a confirmation that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
and (iii) no replacement of such Special Servicer shall be effective until the Certificate Administrator shall have filed
any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed with respect to
any related Companion Loan.


 


After
the occurrence and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of
Principal Balance Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Cumulative
Appraisal Reduction Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05) of the Principal
Balance Certificates (other than the RR Interest) requesting a vote to replace such Special Servicer with a new special servicer
designated in such written direction to assume the duties of such Special Servicer hereunder, (b) payment by such Holders
to the Certificate Administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency fees and
expenses) to be incurred by the Certificate Administrator in connection with administering such vote and which will not be additional
expenses of the Trust and (c) delivery by such Holders to the Certificate Administrator and Trustee of Rating Agency Confirmation
from each Rating Agency (which Rating Agency Confirmation shall be obtained at the expense of such Holders) and confirmation from
the applicable rating agencies that such appointment (or replacement) will not result in the downgrade, withdrawal or qualification
of the then-current ratings of any class of any related Serviced Pari Passu Companion Loan Securities, the Certificate Administrator
shall promptly post notice to all Certificateholders of such request on the Certificate Administrator’s Website in accordance
with Section 3.13(b) and concurrently by mail, and conduct the solicitation of votes of all Certificates (other than
the RR Interest) in such regard, which requisite affirmative votes shall be received within one hundred-eighty (180) days
of the posting of such notice, and if not so received, such votes shall be null and void ab initio. Upon the written
direction of Holders of Certificates evidencing at least 66-2/3% of a Certificateholder Quorum of Certificates, the Trustee shall
terminate all of the rights and obligations of such Special Servicer under this Agreement and appoint the successor special servicer
to assume the duties of such Special Servicer (which must be a Qualified Replacement Special Servicer) designated by such Certificateholders.
The Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder may


 


 






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(i) access
such notices via the Certificate Administrator’s Website and (ii) register to receive electronic mail notifications
when such notices are posted thereon. Notwithstanding the foregoing, the Certificateholder’s direction to remove a Special
Servicer shall not apply to any Serviced AB Whole Loan for which the holder of the related AB Subordinate Companion Loan is not
subject to an AB Control Appraisal Period or any Servicing Shift Whole Loan.


 


An
AB Whole Loan Controlling Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period,
to replace the applicable Special Servicer solely with respect to the related Serviced AB Whole Loan, so long as (A) each
Rating Agency delivers a Rating Agency Confirmation; (B) the successor special servicer has assumed in writing (from and
after the date such successor special servicer becomes a Special Servicer) all of the responsibilities, duties and liabilities
of such Special Servicer under this Agreement from and after the date it becomes a Special Servicer as they relate to any Serviced
AB Whole Loan pursuant to an assumption agreement reasonably satisfactory to the Certificate Administrator; and (C) the Certificate
Administrator shall have received an opinion of counsel reasonably satisfactory to the Certificate Administrator to the effect
that (x) the designation of such replacement to serve as Special Servicer is in compliance with this Agreement, (y) such
replacement will be bound by the terms of this Agreement with respect to any Serviced AB Whole Loan and (z) subject to customary
qualifications and exceptions, this Agreement will be enforceable against such replacement in accordance with the terms hereof.


 


The
parties hereto acknowledge that, notwithstanding anything to the contrary contained in this section, and subject to the related
Intercreditor Agreement, if a servicer termination event on the part of a Non-Serviced Special Servicer under a Non-Serviced PSA
remains unremedied and affects the holder of the related Non-Serviced Mortgage Loan, and the related Non-Serviced Special Servicer
has not otherwise been terminated, the holder of the related Non-Serviced Mortgage Loan (or the Trustee, acting at the direction
of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event (subject to the related
Intercreditor Agreement)) will be entitled to direct the related Non-Serviced Trustee to terminate the related Non-Serviced Special
Servicer solely with respect to the related Non-Serviced Whole Loan. The appointment (or replacement) of the applicable Non-Serviced
Special Servicer with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency Confirmation from each
Rating Agency. A replacement special servicer will be selected by the related Non-Serviced Trustee or, prior to a control termination
event under the related Non-Serviced PSA, by the related Non-Serviced Whole Loan Controlling Holder; provided, however,
that any successor special servicer appointed to replace such Special Servicer with respect to such Non-Serviced Whole Loan cannot
at any time be the Person (or an Affiliate thereof) that was terminated at the direction of the holder of such Non-Serviced Mortgage
Loan, without the prior written consent of the Directing Certificateholder.


 


Following
the occurrence and continuance of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Operating
Advisor determines in accordance with the Operating Advisor Standard that the Special Servicer is not performing its duties as
required hereunder or is otherwise not acting in accordance with the Servicing Standard, the Operating Advisor shall deliver to
the Trustee and the Certificate Administrator, with a copy to such Special Servicer, a written report in the form of Exhibit W
attached hereto, setting forth the reasons supporting its recommendation (along with any information the


 






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Operating Advisor
considered relevant to its recommendation) and recommending a replacement Special Servicer (which form may be modified or supplemented
from time to time to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form
with the terms and provisions of this Agreement; provided, further, that in no event shall the information or any
other content included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting
its recommendation (along with relevant information justifying its recommendation) and recommending a suggested replacement special
servicer to assume the duties of such Special Servicer, which shall be a Qualified Replacement Special Servicer. In such event,
the Certificate Administrator shall promptly post notice to all Certificateholders of such recommendation and the related report
on the Certificate Administrator’s Website in accordance with Section 3.13(b), and by mail conduct the solicitation
of votes of all Certificates in such regard. Upon (i) the affirmative vote of Holders of Principal Balance Certificates evidencing
at least a majority of the aggregate Voting Rights (taking into account the application of any Cumulative Appraisal Reduction
Amounts to notionally reduce the respective Certificate Balances of such Certificates) of all Principal Balance Certificates on
an aggregate basis within 180 days of posting of the Operating Advisor’s recommendation to the Certificate Administrator’s
Website, and if not so received, such votes shall be null and void ab initio, and (ii) receipt by the Certificate
Administrator following satisfaction of the foregoing clause (i) of Rating Agency Confirmation from each Rating Agency
and confirmation from the applicable rating agencies that such appointment (or replacement) will not result in the downgrade,
withdrawal or qualification of the then-current ratings of any class of any related Serviced Pari Passu Companion Loan Securities,
the Trustee shall (i) terminate all of the rights and obligations of such Special Servicer under this Agreement and appoint
a successor special servicer approved by the Certificateholders and (ii) promptly notify such outgoing Special Servicer of
the effective date of such termination. The reasonable out-of-pocket costs and expenses (including reasonable legal fees
and expenses of outside counsel) associated with obtaining such Rating Agency Confirmations and administering such vote and the
Operating Advisor’s identification of a Qualified Replacement Special Servicer shall be an additional expense of the Trust.
In the event that the Trustee does not receive at least a majority of the requested votes, then the Trustee shall have no obligation
to remove such Special Servicer. Prior to the appointment of any replacement special servicer, such replacement special servicer
shall have agreed to succeed to the obligations of such Special Servicer under this Agreement and to act as such Special Servicer’s
successor hereunder. Notwithstanding the foregoing, the Operating Advisor shall not be permitted to recommend the replacement
of a Special Servicer with respect to an AB Whole Loan so long as the related Serviced Companion Noteholder is not subject to
an AB Control Appraisal Period under the related Intercreditor Agreement or with respect to any Servicing Shift Whole Loan.


 


No
penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d).
All costs of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling
Class.


 


For
the avoidance of doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the
limitations set forth in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s
determination under this Section 7.01(d)


 






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 (regarding removal of a Special Servicer), or the result of the vote of the
Certificateholders (regarding removal of a Special Servicer).


 


(e)         
Each Master Servicer and each Special Servicer shall, as the case may be, from time to time, take all such reasonable actions
as are required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed
on “watch” status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency
with respect to such Master Servicer or Special Servicer, as applicable. In no event shall the remedy for a breach of the foregoing
covenant extend beyond termination pursuant to Section 7.01(a)(viii) and the resulting operation of Section 7.01(b)
and (c). The operation of this subsection (e) shall not be construed to limit the effect of Section
7.01(a)(viii).


 


(f)          
Notwithstanding the foregoing, (1) if any Servicer Termination Event on the part of a Master Servicer affects a Serviced
Companion Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion Loan Securities, and if
such Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the part of a Master Servicer
affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating on any Serviced Companion
Loan Securities, then such Master Servicer may not be terminated by or at the direction of the related holder of such Serviced
Companion Loan or the holders of any Serviced Companion Loan Securities, but upon the written direction of the related holder
of such Serviced Companion Loan, such Master Servicer shall be required to appoint a sub-servicer that will be responsible for
servicing the related Serviced Whole Loan.


 


(g)         
Notwithstanding anything to the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer
Loan, if any, the related Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the
occurrence and continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded
Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Directing Certificateholder
shall select an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded Special Servicer
Loan in accordance with this Agreement. After the occurrence and during the continuance of a Control Termination Event, if at
any time the applicable Excluded Special Servicer Loan is also an Excluded Loan with respect to the Directing Certificateholder
or the Holder of the majority of the Controlling Class or if the Directing Certificateholder is entitled to appoint the Excluded
Special Servicer but does not so appoint within thirty (30) days of resignation, the resigning Special Servicer shall use reasonable
efforts to select the related Excluded Special Servicer. The resigning Special Servicer shall not have any liability with respect
to the actions or inactions of the applicable Excluded Special Servicer or with respect to the identity of the applicable Excluded
Special Servicer. It shall be a condition to any such appointment that (i) the Rating Agencies confirm that the appointment
would not result in a qualification, downgrade or withdrawal of any of their then-current ratings of the Certificates and
each NRSRO hired to provide ratings with respect to any Serviced Companion Loan Securities makes the equivalent confirmation,
(ii) the related Excluded Special Servicer is a Qualified Replacement Special Servicer and (iii) the related Excluded
Special Servicer delivers to the Depositor and the Certificate Administrator and any applicable Other Depositor and Other


 






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Certificate
Administrator, 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 Special Servicer.


 


If
at any time a Special Servicer that had previously acted as a Special Servicer is no longer a Borrower Party with respect to an
Excluded Special Servicer Loan (including, without limitation, as a result of the related Mortgaged Property becoming REO Property),
(1) the related Excluded Special Servicer shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall no
longer be an Excluded Special Servicer Loan, (3) such original Special Servicer shall become the Special Servicer again for
such related Mortgage Loan or Serviced Whole Loan and (4) such original Special Servicer shall be entitled to all special
servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned during such time on and after such Mortgage
Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan.


 


The
applicable Excluded Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special
Servicer Loan and shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan
earned during such time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided
that the applicable Special Servicer shall remain entitled to all other special servicing compensation with respect to all
Mortgage Loans and Serviced Whole Loans that are not Excluded Special Servicer Loans during such time).


 


If
a Servicing Officer of the applicable Master Servicer, a related Excluded Special Servicer, or the applicable Special Servicer,
as the case may be, has actual knowledge that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan
or an Excluded Special Servicer Loan, as applicable, the applicable Master Servicer, the related Excluded Special Servicer or
the applicable Special Servicer, as the case may be, shall provide prompt written notice thereof to each of the other parties
to this Agreement.


 


Section 7.02     
Trustee to Act; Appointment of Successor. On and after the time a Master Servicer or a Special Servicer, as the case may
be, either resigns pursuant to clause (a) of Section 6.05 or receives a notice of termination for cause pursuant
to Section 7.01(b), and provided that no acceptable successor has been appointed within the time period specified
in Section 7.01(c), the Trustee shall be the successor to such party, until such successor to that Master Servicer
or that Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by the Directing Certificateholder
as provided in Section 7.01(d), as applicable, in all respects in its capacity as such Master Servicer or such Special
Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein and shall be subject to, and
have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04) benefits, responsibilities,
duties, liabilities and limitations on liability relating thereto and that arise thereafter placed on or for the benefit of such
Master Servicer or Special Servicer, as applicable, by the terms and provisions hereof; provided, however, that
any failure to perform such duties or responsibilities caused by the terminated party’s failure under Section 7.01
to provide information or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment
of a successor master servicer shall not affect any liability of the predecessor Master Servicer which may have arisen prior to
its termination as Master Servicer, and the appointment of a successor special servicer shall not affect any liability of the


 






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predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as
successor to such Master Servicer or such Special Servicer, as such case may be, shall not be liable for any of the representations
and warranties of such Master Servicer or such Special Servicer, respectively, herein or in any related document or agreement,
for any acts or omissions of the predecessor master servicer or special servicer or for any losses incurred by the predecessor
Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be required to purchase any Mortgage Loan
hereunder solely as a result of its obligations as successor master servicer or special servicer, as the case may be. Subject
to Section 3.11, as compensation therefor, the Trustee as successor master servicer shall be entitled to the Servicing
Fees and all fees relating to the Mortgage Loans or the Companion Loans which that Master Servicer would have been entitled to
if such Master Servicer had continued to act hereunder, including but not limited to any income or other benefit from any Permitted
Investment pursuant to Section 3.06, and subject to Section 3.11, and the Trustee as successor to such
Special Servicer shall be entitled to the Special Servicing Fees to which such Special Servicer would have been entitled if such
Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of such Master Servicer or such Special
Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability as such Master Servicer or
such Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only
with respect to actions taken by it in its role as successor master servicer or successor special servicer, as the case may be,
and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to
act as successor to that Master Servicer or that Special Servicer, as applicable, or shall, if it is unable to so act, or if the
Trustee is not approved as a servicer by each Rating Agency, or if the Directing Certificateholder (solely with respect to such
Special Servicer) ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) other than with respect
to any Excluded Loan with respect to the Directing Certificateholder or the Holder of the majority of the Controlling Class) or
the Holders of Certificates entitled to more than 50% of the Voting Rights so request in writing to the Trustee, promptly appoint,
or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution which meets the
criteria set forth in Section 6.05 and otherwise herein, as the successor to that Master Servicer or that Special
Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such
Master Servicer or such Special Servicer hereunder. No appointment of a successor to such Master Servicer or such Special Servicer
hereunder shall be effective until (i) the assumption in writing by the successor to such Master Servicer or such Special
Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter, (ii) receipt of Rating Agency
Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
downgrade, withdrawal or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates pursuant to Section 3.25), (iii) such appointment (solely
with respect to such Special Servicer) has been approved (prior to the occurrence and continuance of a Control Termination Event)
by the Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed
with respect to any related Companion Loan. Pending appointment of a successor to such Master Servicer or such Special Servicer
hereunder,


 






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unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein above
provided. In connection with such appointment and assumption of a successor to such Master Servicer or such Special Servicer as
described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage
Loans as it and such successor shall agree; provided, however, that no such compensation with respect to a successor
master servicer or successor special servicer, as the case may be, shall be in excess of that permitted the terminated Master
Servicer or Special Servicer, as the case may be, hereunder. The Trustee, the non-terminated Master Servicer or the non-terminated
Special Servicer and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. Any reasonable out-of-pocket costs and expenses associated with the transfer of the servicing function
(other than with respect to a termination without cause) under this Agreement shall be borne by the predecessor Master Servicer
or Special Servicer, as applicable. If such predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed
the party requesting such termination or the successor master servicer or special servicer for such expenses within ninety (90) days
after the presentation of reasonable documentation, such expense shall be reimbursed by the Trust; provided that the terminated
Master Servicer or Special Servicer shall not thereby be relieved of its liability for such expenses. If and to the extent that
the terminated Master Servicer or Special Servicer has not reimbursed such costs and expenses, the party requesting such termination
shall have an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust. In the event
of a termination without cause, such costs and expenses shall be borne by the party requesting such termination, or as otherwise
set forth herein; provided that the Certificate Administrator and the Trustee shall not bear any such costs and expenses.
For the avoidance of doubt, if the Trustee is terminating a Master Servicer or the Special Servicer in accordance with this Agreement
at the direction of any party or parties permitted to direct the Trustee to so terminate such Master Servicer or such Special
Servicer pursuant to this Agreement, the Trustee shall not have any liability for such expenses pursuant to this paragraph.


 


Section 7.03      Notification to Certificateholders. (a) Upon any resignation of a Master Servicer or a Special Servicer pursuant to
Section 6.05, any termination of a Master Servicer or a Special Servicer pursuant to Section 7.01 or any
appointment of a successor to a Master Servicer or a Special Servicer pursuant to Section 7.02, the Certificate Administrator
shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register.


 


(b)         
Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse of
time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator would
be deemed to have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate
Administrator shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the
related Serviced Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section 7.04     
Waiver of Servicer Termination Events. The Holders of Certificates representing at least 66-2/3% of the Voting Rights allocated
to each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer


 






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Termination Event;
provided, however, that a Servicer Termination Event under clause (i), (ii), (viii), (ix)
or (x) of Section 7.01(a) may be waived only with the consent of all of the Certificateholders of the affected
Classes, and a Servicer Termination Event under clause (iii) of Section 7.01(a) (with respect to obligations
under Article XI) may be waived only with the consent of the Depositor. Upon any such waiver of a Servicer Termination
Event, subject to the rights of any affected holder of a Serviced Companion Loan under Section 7.01(c) or Section 7.01(f),
such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon
any such waiver of a Servicer Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be
entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Servicer
Termination Event prior to such waiver from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination
Event or impair any right consequent thereon except to the extent expressly so waived. Notwithstanding any other provisions of
this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates
registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect
to the matters described above as they would if any other Person held such Certificates.


 


Section 7.05     
Trustee as Maker of Advances. In the event that a Master Servicer fails to fulfill its obligations hereunder to make any
Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business Days following
such failure by a Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event under Section 7.01(a)(iii)
to the extent a Responsible Officer of the Trustee has actual knowledge of such failure with respect to such Servicing Advances
and (y) by noon, New York City time, on the related Distribution Date with respect to P&I Advances pursuant to the Certificate
Administrator’s notice of failure pursuant to Section 4.03(a) unless such failure has been cured. With respect
to any such Advance made by the Trustee, the Trustee shall succeed to all of such Master Servicer’s rights with respect
to Advances hereunder, including, without limitation, such Master Servicer’s rights of reimbursement and interest on each
Advance at the Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable P&I Advance or Servicing
Advance, as the case may be, (without regard to any impairment of any such rights of reimbursement caused by such Master Servicer’s
default in its obligations hereunder); provided, however, that if Advances made by the Trustee and a Master Servicer
shall at any time be outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts available to repay such
Advances and the interest thereon hereunder shall be applied entirely to the Advances outstanding to the Trustee, until such Advances
shall have been repaid in full, together with all interest accrued thereon, prior to reimbursement of such Master Servicer for
such Advances. The Trustee shall be entitled to conclusively rely on any notice given with respect to a Nonrecoverable Advance
hereunder.


 


[End
of Article VII]


 






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Article VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01      
Duties of the Trustee and the Certificate Administrator. (a) The Trustee and the Certificate Administrator, prior
to the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which may
have occurred, undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer
Termination Event occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Agreement,
and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances
in the conduct of his own affairs. Any permissive right of the Trustee and the Certificate Administrator contained in this Agreement
shall not be construed as a duty.


 


(b)         
The Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the
terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for posting
to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website), shall examine them to
determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform to the requirements
of this Agreement in a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument
and requesting the correction thereof. The Trustee or the Certificate Administrator shall not be responsible for the accuracy
or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor,
a Master Servicer or a Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in good
faith, pursuant to this Agreement.


 


(c)          
No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its
own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)          
Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may
have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the
Trustee and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee
or the Certificate Administrator and conforming to the requirements of this Agreement;


 






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(ii)          
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith
by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall
be proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts;
and


 


(iii)         
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered
or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than
25% (i) of the Percentage Interest of each affected Class, or (ii) if each Class is an affected Class of the aggregate
Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available
to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the Certificate
Administrator, under this Agreement (unless a higher percentage of Voting Rights is required for such action).


 


(d)         
The Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced
Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement
to the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification
pursuant to this Agreement.


 


Section 8.02      Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


 


(i)           
The Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any
resolution, direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by
it to be genuine and to have been signed or presented by the proper party or parties;


 


(ii)         
The Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance therewith;


 


(iii)         
Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested
in it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct
or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders,
pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate
Administrator, as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities
which may be incurred therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or
risk its own funds or otherwise incur any financial liability in the performance of any of its duties


 



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hereunder, or in the exercise
of any of its rights or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or
liability is reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of a Servicer Termination Event which has not been cured, to exercise such of the rights and powers vested in it by
this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs;


 


(iv)         
Neither the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by
it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)          
Prior to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which
may have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than 50% of
the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate
Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate
Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively,
may require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability as a condition
to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)        
The Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys; provided, however, that the appointment of such agents or
attorneys shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided,
further, that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through
any Person that is a Prohibited Party;


 


(vii)        For all purposes under this Agreement, none of the Trustee, the Custodian or the Certificate Administrator shall be deemed to
have actual knowledge or notice of any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act,
failure or breach of any Person upon the occurrence of which the Trustee or Certificate Administrator may be required to act unless
a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written
notice of any event, act, failure or breach, as applicable, which is in fact such a default is received by the Trustee or the
Certificate Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this Agreement;


 






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(viii)       Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of a Master Servicer or a Special
Servicer (unless the Trustee is acting as a Master Servicer or a Special Servicer, as the case may be, in which case the Trustee
shall only be responsible for its own actions as a Master Servicer or a Special Servicer) or of the Depositor, the Operating Advisor
or the Asset Representations Reviewer;


 


(ix)         
Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund
unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as
applicable, negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)          
In no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own
negligence, bad faith or willful misconduct;


 


(xi)         
Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law; and


 


(xii)        
Nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect
to its rights and protections relative to the Trust.


 


Each
of the Trustee and the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities
afforded to it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including,
without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section 8.03      Trustee
and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The recitals contained
herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator in Sections 2.01(h)
and Section 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth on
any outstanding Certificate, shall not be taken as the statements of the Trustee or the Certificate Administrator, and the Trustee
or the Certificate Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate Administrator
makes any representations as to the validity or sufficiency of this Agreement or of any Certificate (other than as to the signature,
if any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage Loan or related document. Neither
the Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor of any of the Certificates
issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor in respect
of the assignment of the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from the Collection Accounts or any
other account by or on behalf of the Depositor, the applicable Master Servicer, the applicable Special Servicer or in the case
of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible for and


 






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may rely upon the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument
furnished by the Depositor, the Master Servicers or the Special Servicers and accepted by the Trustee or the Certificate Administrator,
in good faith, pursuant to this Agreement.


 


Section 8.04     
Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in its individual
capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may deal with the
Depositor, either Master Servicer, either Special Servicer or the Underwriters in banking transactions, with the same rights it
would have if it were not Trustee or the Certificate Administrator.


 


Section 8.05      Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator.  (a) As
compensation for the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee, which shall cover
recurring and otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will be paid the Certificate
Administrator Fee equal to the Certificate Administrator’s portion of one (1) month’s interest at the Certificate
Administrator Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator.
The Trustee Fee and Certificate Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As
to each Mortgage Loan and REO Loan (other than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator
shall pay to the Trustee monthly the Trustee Fee from the Certificate Administrator Fee, which Certificate Administrator Fee shall
accrue from time to time at the Certificate Administrator Fee Rate and the Certificate Administrator Fee shall be computed in
the same manner as interest is calculated thereon and for the same period respecting which any related interest payment due or
deemed thereon is computed. The Trustee Fee (which shall not be limited to any provision of law in regard to the compensation
of a trustee of an express trust) shall constitute the Trustee’s sole form of compensation for all services rendered by
it in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee
hereunder, except for the reimbursement of expenses specifically provided for herein. The Certificate Administrator Fee shall
constitute the Certificate Administrator’s sole form of compensation for the exercise and performance of its powers and
duties hereunder, except for the reimbursement of expenses specifically provided for herein. No Trustee Fee or Certificate Administrator
Fee shall be payable with respect to any Companion Loan.


 


(b)         
The Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual capacity)
and any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall
be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Accounts or
the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss, liability or expense (including,
without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid
in settlement, and expenses incurred in becoming the successor to the applicable Master Servicer or the applicable Special Servicer,
to the extent not otherwise paid hereunder, and, for the avoidance of doubt, including reasonable attorneys’ fees and expenses
and expenses relating to the enforcement of such indemnity) arising out of, or incurred in connection with, any act or


 






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omission
of the Trustee or the Certificate Administrator, respectively, relating to the exercise and performance of any of the powers,
rights and duties of the Trustee or the Certificate Administrator, respectively (including in any capacities in which they serve,
such as paying agent, REMIC Administrator, Authenticating Agent, Custodian, Certificate Registrar, and 17g-5 Information Provider)
hereunder; provided, however, that none of the Trustee or the Certificate Administrator, nor any of the other above
specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead,
(ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Certificate Administrator, respectively,
in the normal course of the Trustee or the Certificate Administrator, respectively, performing its duties in accordance with any
of the provisions hereof, which are not “unanticipated expenses of the REMIC” within the meaning of Treasury Regulations
Section 1.860G-1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant to
the terms hereof or (iv) any loss, liability or expense incurred by reason of willful misconduct, bad faith or negligence
in the performance of the Trustee’s or the Certificate Administrator’s, respectively, obligations and duties hereunder,
or by reason of negligent disregard of such obligations or duties, or as may arise from a breach of any representation or warranty
of the Trustee specified in Section 8.12 or the Certificate Administrator specified in Section 8.14, respectively,
made herein. The provisions of this Section 8.05(b) shall survive the termination of this Agreement and any resignation
or removal of the Trustee or the Certificate Administrator, respectively, and appointment of a successor thereto. The foregoing
indemnity shall also apply to the Certificate Administrator in all of its capacities hereunder, including Custodian, Certificate
Registrar and Authenticating Agent.


 


(c)           The Certificate Administrator shall indemnify and hold harmless the Depositor and the Mortgage Loan Sellers from and against any
claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and
expenses (for the avoidance of doubt, including reasonable attorneys’ fees and expenses and expenses relating to the enforcement
of such indemnity) incurred by the Depositor or any Mortgage Loan Seller or its Affiliates that arise out of or are based upon
(i) a breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity
in which the Certificate Administrator is required to make available information to a Privileged Person that is an NRSRO, of its
obligations under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator,
in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is required
to make available information to a Privileged Person that is an NRSRO, in the performance of such obligations or its negligent
disregard of its obligations and duties under this Agreement.


 


Section 8.06      Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator
hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national
banking association or a trust company, organized and doing business under the laws of any state or the United States of America,
authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a
combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority
and in the case of the Trustee, shall not be an Affiliate of either Master Servicer or either Special Servicer (except during
any period when the Trustee is acting as, or has become successor to, the applicable Master Servicer or the applicable Special
Servicer, as the case may be, pursuant to Section 7.02),


 






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(ii) an institution insured by the Federal Deposit Insurance
Corporation, (iii) an institution whose long-term senior unsecured debt is rated at least “A-” by S&P,
“A-” by Fitch and, if rated by DBRS, “A” by DBRS; provided that the Trustee will not become
ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term unsecured
debt rating of no less than “BBB” by S&P, “A-” by Fitch and “A(low)” by DBRS, (b) its
short-term debt obligations have a short-term rating of not less than “A-2” from S&P and “F1”
by Fitch and “R-1(low)” by DBRS and (c) each Master Servicer maintains a long-term unsecured rating of at
least “A” by S&P, “A+” by Fitch and, if rated by DBRS, “A” by DBRS; provided that
nothing in this proviso shall impose on either Master Servicer any obligation to maintain such rating; provided, further,
that if any such institution is not rated by DBRS, it maintains an equivalent (or higher) rating by any two other NRSROs (which
may include S&P and/or Fitch) or such other rating with respect to which the Rating Agencies have provided a Rating Agency
Confirmation and (iv) an entity that is not a Prohibited Party.


 


If
such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06
the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business
from which the Certificate Administrator administers the Trust REMICs or in which the Trustee’s office is located is in
a state or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to
a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as applicable shall elect either to (i) resign
immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the
Trust or (iii) administer the Trust REMICs from a state and local jurisdiction that does not impose such a tax.


 


Section 8.07      Resignation and Removal of the Trustee and Certificate Administrator. (a) The Trustee and the Certificate Administrator
may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, each
Master Servicer, each Special Servicer and the Trustee or the Certificate Administrator, as applicable, the Operating Advisor,
the Asset Representations Reviewer, 17g-5 Information Provider and to all Certificateholders. The Certificate Administrator
shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and provide
notice of such event to each Master Servicer, each Special Servicer, the Depositor and the 17g-5 Information Provider, which
shall promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).
Upon receiving such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor
trustee or successor certificate administrator acceptable to the General Master Servicer and, prior to the occurrence and continuance
of a Control Termination Event, the Directing Certificateholder by written instrument, in duplicate, which instrument shall be
delivered to the resigning Trustee or Certificate Administrator and to the successor trustee or certificate administrator. A copy
of such instrument shall be delivered to each Master Servicer, each Special Servicer, the Certificateholders and the Trustee or
Certificate Administrator, as applicable, by the Depositor. If no successor trustee or certificate administrator shall have been
so appointed and have accepted appointment within ninety (90) days after the giving of such notice of resignation, the resigning
Trustee or Certificate Administrator may petition any court of competent jurisdiction


 






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for the appointment of a successor trustee
or certificate administrator, as applicable, and such petition will be an expense of the Trust.


 


(b)         
If at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06
(and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request
therefor by the Depositor or a Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator
(if different than the Trustee) shall fail to timely publish any report to be delivered, published or otherwise made available
by the Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period
of five (5) days, or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01
or Section 9.01, then the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint
a successor trustee or certificate administrator acceptable to the requesting Master Servicer, by written instrument, in duplicate,
which instrument shall be delivered to the Trustee or Certificate Administrator so removed and to the successor trustee or certificate
administrator in the case of the removal of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered
to each Master Servicer, each Special Servicer and the Certificateholders by the Depositor. If no successor trustee or certificate
administrator shall have been so appointed and have accepted appointment within ninety (90) days after the giving of such notice
of removal, the removed Trustee or Certificate Administrator may petition any court of competent jurisdiction for the appointment
of a successor trustee or certificate administrator, as applicable, at the expense of the Trust.


 


(c)         
The Holders of Certificates entitled to at least 75% of the Voting Rights may, upon thirty (30) days’ prior written notice,
with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator
by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered to each Master Servicer, one complete set to the Trustee or Certificate
Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the
Depositor, each Special Servicer and the remaining Certificateholders by the Master Servicers. In the event of any such termination
without cause pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable,
shall be responsible for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)         
Any resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment
by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 and any other Form 8-K filings have been completed
with respect to any related Companion Loan. Further, the resigning Trustee or Certificate Administrator, as the case may be, shall
pay all costs and expenses associated with the transfer of its duties.


 






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If
the same party is acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party
in its capacity as Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its
capacity as Trustee or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator
and a successor trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon
any succession of the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator
shall be entitled to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for
services rendered and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator
shall be personally liable for any action or omission of any successor trustee or certificate administrator.


 


(e)          
Upon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the
termination of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each
Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee),
without recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the registered
Holders of BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24 or in blank, and (ii) in
the case of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned to the
outgoing trustee), assign such Mortgage Loan documents to such successor, and such successor shall review the documents delivered
to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject
to this Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage Note for a Mortgage
Loan was not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage
Note to the Depositor or the successor trustee, as requested, and the applicable Master Servicer and the Depositor shall cooperate
with any successor trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express
or implied) to the order of the successor, as trustee for the registered Holders of BANK 2019-BNK24, Commercial Mortgage Pass-Through
Certificates, Series 2019-BNK24 or in blank; provided, however, that, notwithstanding anything to the contrary herein,
to the extent any such endorsement of such Mortgage Note requires the signature of the related Mortgage Loan Seller in order to
comply with the foregoing, then the applicable Master Servicer shall use reasonable efforts to cause the related Mortgage Loan
Seller to execute such endorsement; (c) if any other assignable Mortgage Loan document was not assigned to the outgoing trustee,
the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Loan document to the Depositor or the successor
trustee, as requested, and the applicable Master Servicer and the Depositor shall cooperate with any successor trustee to ensure
that such Mortgage Loan document is assigned to such successor trustee; and (d) in any case, such successor trustee shall
review the documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to
each Mortgage Loan then subject to this Agreement, such endorsements and assignments have been made or, in the event such endorsement
or assignment cannot be made for any reason, to note the same in such certification.






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(f)          
Neither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section 8.08      Successor Trustee or Certificate Administrator. (a) Any successor trustee or certificate administrator appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, each Master Servicer, each Special
Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor Trustee or Certificate Administrator shall become effective and such successor trustee
or certificate administrator without any further act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator
herein. The predecessor Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements
held by it hereunder (other than any Mortgage Files at the time held on its behalf by the Custodian, which Custodian, at Custodian’s
option shall become the agent of the successor trustee), and the Depositor, the applicable Master Servicer, the applicable Special
Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be
required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations,
and to enable the successor trustee to perform its obligations hereunder.


 


(b)          
No successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section 8.08
unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall
be eligible under the provisions of Section 8.06.


 


(c)          
Upon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the General Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable,
to the Depositor and the Certificateholders. If the General Master Servicer fails to deliver such notice within ten (10) days
after acceptance of appointment by the successor trustee or successor certificate administrator, as applicable, such successor
trustee or successor certificate administrator shall cause such notice to be delivered at the expense of the General Master Servicer.


 


Section 8.09      Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate Administrator
may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion or consolidation
to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially all of
the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the Certificate
Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor person shall be eligible
under the provisions of Section 8.06, without the execution or filing of any paper or any further act on the part
of any of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall post such notice
to the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide notice of such
event to each Master Servicer, each Special Servicer, the Depositor and the 17g-5 Information


 






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Provider, which shall post such
notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10     
Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction
in which any part of the Trust Fund or property securing the same may at the time be located, the Master Servicers and the Trustee
acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all
or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust, or any part thereof,
and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as
the Master Servicers and the Trustee may consider necessary or desirable. If the Master Servicers shall not have joined in such
appointment within fifteen (15) days after the receipt by it of a request to do so, or in case a Servicer Termination Event shall
have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06 hereunder
and no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required under
Section 8.08. All co-trustee fees shall be payable out of the Trust Fund.


 


(b)         
In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights,
powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed
by the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to a Master Servicer or
a Special Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)         
Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate
trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or
co-trustee shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee,
upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to,
the Trustee. Every such instrument shall be filed with the Trustee.


 


(d)         
Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full
power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf
and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of


 






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its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by
law, without the appointment of a new or successor trustee.


 


(e)         
The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its
duties and responsibilities hereunder.


 


Section 8.11      Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion
of the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall
have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it
holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the
Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator.
Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing
requirements. The appointment of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator
from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of
any Custodian other than the initial Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and
omissions policy in an amount customary for Custodians which serve in such capacity in commercial mortgage loan securitization
transactions, or may self-insure.


 


Section 8.12      Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, each Master
Servicer, each Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder
and the Certificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)          
The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America;


 


(ii)         
The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement
by the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other
instrument to which it is a party or which is applicable to it or any of its assets;


 


(iii)          The Trustee has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)         This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable
bankruptcy, insolvency, reorganization, moratorium and other laws


 






    -410-


     


    

 


affecting the enforcement of creditors’ rights generally
and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)         
The Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the
terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order,
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Trustee’s
good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations
under this Agreement;


 


(vi)         
No litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit
the Trustee from entering into this Agreement or, in the Trustee’s good faith and reasonable judgment, is likely to materially
and adversely affect the ability of the Trustee to perform its obligations under this Agreement; and


 


(vii)        
No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained
prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have
a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.


 


Section 8.13      Provision of Information to Certificate Administrator, Master Servicers and Special Servicers. The applicable Master Servicer
shall promptly, upon request, provide the applicable Special Servicer and the Certificate Administrator with notice of any change
in the identity and/or contact information of any Serviced Companion Noteholder (to the extent it receives written notice of such
change). The Certificate Administrator, the Master Servicers and the Special Servicers may each conclusively rely on the information
provided to them regarding identity and/or contact information regarding any Serviced Companion Noteholder, and the Certificate
Administrator, the Master Servicers and the Special Servicers, as applicable, shall have no liability for notices not sent to
the correct Serviced Companion Noteholders or any obligation to determine the identity and/or contact information of the Serviced
Companion Noteholders to the extent updated or correct information regarding the holders of any of the Serviced Companion Noteholders
or the most recent identity and/or contact information regarding any of the Serviced Companion Noteholders has not been provided
to the Certificate Administrator, the Master Servicers or the Special Servicers, as applicable.


 


Section 8.14      Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents and warrants
to the Depositor, each Master Servicer, each Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each
Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 






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(i)           
The Certificate Administrator is a national banking association duly organized under the laws of the United States of America,
duly organized, validly existing and in good standing under the laws thereof;


 


(ii)          
The execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms
of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws
or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its
assets;


 


(iii)         The Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with
the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors’ rights generally and the rights of creditors of national banking associations specifically and
(b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


(v)         
The Certificate Administrator is not in violation of, and its execution and delivery of this Agreement and its performance and
compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter,
or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the
Certificate Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely either the
ability of the Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate
Administrator;


 


(vi)         
No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate
Administrator which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator; and


 


(vii)        No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its


 






    -412-


     


    

 


obligations under this
Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator
to perform its obligations hereunder.


 


Section 8.15      Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from
time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering
(“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicers and the Master
Servicers is required to obtain, verify and record certain information relating to individuals and entities which maintain a business
relationship with the Trustee, the Certificate Administrator, the Special Servicers or the Master Servicers, as applicable, arising
out of the Trust or this Agreement. Accordingly, each of the parties to this Agreement agrees to provide to the Trustee, the Certificate
Administrator, each Special Servicer and each Master Servicer, upon its respective reasonable request from time to time such identifying
information and documentation as may be available for such party in order to enable the Trustee, the Certificate Administrator,
each Special Servicer and each Master Servicer to comply with Applicable Laws.


 


[End
of Article VIII]


 


Article IX



TERMINATION


 


Section 9.01      Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01 and Section 9.02,
the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other than
the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth),
the Depositor, the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer and the
Trustee, shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate
Administrator and required hereunder to be so paid on the Distribution Date following the earlier to occur of (i) the final
payment (or related Advance) or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject hereto, (ii) the
purchase or other liquidation by the Holder of the majority of the Controlling Class, the Special Servicer servicing the greater
principal balance of the Mortgage Loans as of the date of determination, the other Special Servicer, the Master Servicer servicing
the greater principal balance of the Mortgage Loans as of the date of determination, the other Master Servicer, or the Holders
of the Class R Certificates, in that order of priority, of all the Mortgage Loans and the Trust’s portion of each REO
Property remaining in the Trust Fund at a price equal to (a) the sum of (1) the Termination Purchase Amount and (2) the
reasonable out-of-pocket expenses of the Master Servicers and the Special Servicers with respect to such termination,
unless the Master Servicer or the Special Servicer, as applicable, is the purchaser of such Mortgage Loans, minus (b) solely
in the case where a Master Servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances, together
with any interest accrued and payable to the applicable Master Servicer in respect of such Advances in accordance with Section 3.03(d)
and Section 4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable solely to such Master Servicer
(which items shall be deemed to have been paid or reimbursed to the applicable Master Servicer in connection with


 






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such purchase)
or (iii) so long as the Class A-1, Class A-SB, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D
and Class E Certificates are no longer outstanding, the voluntary exchange by the Sole Certificateholder of all the outstanding
Certificates (other than the Class V Certificates, the Class R Certificates and the RR Interest) and the payment or deemed
payment by such exchanging party of the Termination Purchase Amount for the remaining Mortgage Loans and REO Properties in the
Trust Fund pursuant to the terms of the immediately succeeding paragraph, of which (a) an amount equal to the product of (i) the
Required Credit Risk Retention Percentage and (ii) the Termination Purchase Amount will be paid to the Holders of the RR Interest
in exchange for the surrender of the RR Interest, and (b) an amount equal to the product of (i) the Non-Retained Percentage and
(ii) the Termination Purchase Amount will be deemed paid to the Trust and deemed distributed to the Holder or Holders of the then-outstanding
Certificates (other than the RR Interest) in exchange for such Certificates; provided, however, that in no event
shall the trust created hereby continue beyond the expiration of twenty-one (21) years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s, living on
the date hereof. Upon termination of the Trust pursuant to clause (i) of the immediately preceding sentence, the Custodian shall
release or cause to be released to the General Master Servicer and the NCB Master Servicer, at their respective addresses provided
in Section 13.05 of this Agreement or to such other address designated by it in writing, those Mortgage Files remaining
in its possession relating to the Mortgage Loans other than the NCB Mortgage Loans (in the case of the General Master Servicer)
and those Mortgage Files relating to the NCB Mortgage Loans (in the case of the NCB Master Servicer).  In connection with
a termination of the Trust under this Article IX, the obligations and responsibilities of the Custodian under this Agreement
shall terminate upon its delivery of such Mortgage Files to the applicable Master Servicer, Sole Certificateholder or other party
as required by this Section 9.01, except for the obligation of the Custodian to execute assignments, endorsements and other
instruments as required by this Section 9.01.


 


Following
the date on which the Class A-1, Class A-SB, Class A-2, Class A-3, Class A-S, Class B, Class C,
Class D and Class E Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders
acting in unanimity) of the then-outstanding Certificates (other than the Class V Certificates, the Class R Certificates
and the RR Interest)), the Sole Certificateholder shall have the right, with the consent of the Master Servicers, to exchange
all of its Certificates (other than the Class V Certificates, the Class R Certificates and the RR Interest) together with
the payment or deemed payment of the Termination Purchase Amount for all of the Mortgage Loans and each REO Property remaining
in the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01(a) by giving
written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange. In the event
that the Sole Certificateholder elects to exchange all of its Certificates (other than the Class V Certificates, Class R
Certificates and the RR Interest) and pay the Termination Purchase Amount for all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust in accordance with the preceding sentence, such Sole Certificateholder, not
later than the Distribution Date on which the final distribution on the Certificates is to occur, shall (i) remit for deposit
in the Collection Account of the General Master Servicer an amount in immediately available funds equal to (a) the product of
the Required Credit Risk Retention Percentage and the Termination Purchase Amount plus (b) all amounts due and owing to the Depositor,
the Master Servicers, the Special Servicers, the Trustee


 






    -414-


     


    

 


and the Certificate Administrator hereunder through the date of the liquidation
of the Trust that may be withdrawn from the Collection Account, or an escrow account acceptable to the respective parties hereto,
pursuant to Section 3.05(a) or that may be withdrawn from the Distribution Account pursuant to Section 3.05(a),
but only to the extent that such amounts are not already on deposit in the Collection Account, and (ii) be deemed to pay to the
Trust (which amount shall be further deemed distributed to the Holders of all outstanding Certificates (other than the RR Interest))
an amount equal to the product of the Non-Retained Percentage and the Termination Purchase Amount. In addition, each Master Servicer
shall transfer all amounts required to be transferred to the Lower-Tier REMIC Distribution Account and Excess Interest Distribution
Account on the P&I Advance Date related to such Distribution Date in which the final distribution on the Certificates is to
occur from the Collection Account pursuant to the first paragraph of Section 3.04(b) (provided, however,
that if a Serviced Whole Loan is secured by REO Property, the portion of the above-described purchase price allocable to such
Trust’s portion of REO Property shall initially be deposited into the related REO Account). Upon confirmation that such
final deposits have been made and following the surrender of all its Certificates (other than the Class V Certificates, Class
R Certificates and the RR Interest) on the applicable Distribution Date, (i) the Certificate Administrator shall remit to the
Holders of the RR Interest in immediately available funds an amount equal to the product of the Required Credit Risk Retention
Percentage and the Termination Purchase Amount and (ii) the Custodian shall, upon receipt of a Request for Release from the Master
Servicers, release or cause to be released to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining
Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder
as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties remaining in the Trust Fund, and the Trust
shall be liquidated in accordance with Section 9.02. Solely for federal income tax purposes, the Sole Certificateholder
shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance
of the Principal Balance Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall
credit such amounts against amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests.


 


The
obligations and responsibilities under this Agreement of the Depositor, the Master Servicers, the Special Servicers, the Trustee,
the Certificate Administrator and the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent
(i) its related Serviced Mortgage Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts
payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with the related
Intercreditor Agreement remain due and owing.


 


The
Holder of the majority of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage
Loans as of that time, the other Master Servicer, or the Holders of the Class R Certificates, in that order of priority,
may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect
of any related Mortgage Loan) and the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by
clause (ii) of the first paragraph of this Section 9.01 by giving written notice to the Trustee, the Certificate
Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated


 






    -415-


     


    

 


date of purchase; provided,
however, that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or the Holders of
the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each REO Property
remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the
Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance of the
Mortgage Loans as set forth in the Preliminary Statement (solely for the purposes of this calculation, if such right is being
exercised after December 2029 and the Park Tower at Transbay Mortgage Loan is still an asset of the Trust Fund, then such Mortgage
Loan that is still an asset of the Trust Fund shall be excluded from the aggregate Cut-off Date Balance of the Mortgage Loans
and the aggregate Stated Principal Balance of the Mortgage Loans as of the related determination date) (in order to make such
determination, the General Master Servicer may, at any time, request that the NCB Master Servicer commence to periodically inform
the General Master Servicer of the Stated Principal Balance of the NCB Mortgage Loans and, commencing upon such request of the
General Master Servicer, the NCB Master Servicer shall inform the General Master Servicer (which may be through providing the
General Master Servicer access to the NCB Master Servicer’s website) of the Stated Principal Balance of the NCB Mortgage
Loans on a monthly basis, or at an accelerated interval as requested by the General Master Servicer of the NCB Master Servicer).
This purchase shall terminate the Trust and retire the then-outstanding Certificates. In the event that a Master Servicer or a
Special Servicer purchases, or the Holder of the majority of the Controlling Class or the Holders of the Class R Certificates
purchase, all of the Mortgage Loans and the Trust’s portion of each REO Property remaining in the Trust Fund in accordance
with the preceding sentence, the applicable Master Servicer, the applicable Special Servicer, the Holder of the majority of the
Controlling Class or the Holders of the Class R Certificates, as the case may be, shall deposit in the Lower-Tier REMIC
Distribution Account not later than the P&I Advance Date relating to the Distribution Date on which the final distribution
on the Certificates is to occur, an amount in immediately available funds equal to the above-described purchase price (exclusive
of any portion thereof payable to any Person other than the Certificateholders pursuant to Section 3.05(a), which
portion shall be deposited in the Collection Account of the General Master Servicer). In addition, each Master Servicer shall
transfer to the Lower-Tier REMIC Distribution Account all amounts required to be transferred thereto on such P&I Advance
Date from its Collection Account pursuant to the first paragraph of Section 3.04(b), together with any other amounts
on deposit in its Collection Account that would otherwise be held for future distribution. Upon confirmation that such final deposits
and payments have been made, the Custodian shall release or cause to be released to the applicable Master Servicer, the applicable
Special Servicer, the Holder of the majority of the Controlling Class or the Holders of the Class R Certificates, as applicable,
the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments, endorsements and other instruments furnished
to it by the applicable Master Servicer, the applicable Special Servicer, the Holder of the majority of the Controlling Class
or the Holders of the Class R Certificates, as the case may be, as shall be necessary to effectuate transfer of the Mortgage
Loans as assets of the Trust and REO Properties remaining in the Trust Fund. If the Holders of the majority of the Controlling
Class, the General Special Servicer, the NCB Special Servicer (if not then NCB), the General Master Servicer or the NCB Master
Servicer (if not then NCB) makes such an election, then NCB (so long as NCB is either the NCB Special Servicer or the NCB Master
Servicer) will have the option, by giving written notice to the other parties hereto no later than 30 days prior to the anticipated
date of


 


 



    -416-


     


    




purchase, to purchase all of the NCB Mortgage Loans and each related REO Property remaining in the Trust, and the other
party will then have the option to purchase only the remaining Mortgage Loans and each related REO Property.


 


For
purposes of this Section 9.01, the Holder of the majority of the Controlling Class shall have the first option to
terminate the Upper-Tier REMIC and Lower-Tier REMIC, then the Special Servicer servicing the greater principal balance
of the Mortgage Loans as of that time, then the other Special Servicer, then the Master Servicer servicing the greater principal
balance of the Mortgage Loans as of that time, then the other Master Servicer, and then the Holders of the Class R Certificates.
For purposes of this Section 9.01, the Directing Certificateholder with the consent of the Holders of the Controlling
Class, shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.


 


Notice
of any termination pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter
to the Certificateholders, each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions
of Section 3.13(c) (who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01,
to the other parties hereto mailed (a) in the event such notice is given in connection with the purchase of all of the Mortgage
Loans is an asset of the Trust) and each REO Property remaining in the Trust Fund, not earlier than the fifteenth (15th) day and
not later than the twenty-fifth (25th) day of the month next preceding the month of the final distribution on the Certificates,
or (b) otherwise during the month of such final distribution on or before the P&I Advance Determination Date in such
month, in each case specifying (i) the Distribution Date upon which the Trust will terminate and final payment of the Certificates
will be made, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the offices
of the Certificate Registrar or such other location therein designated.


 


After
transferring the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable
to the Regular Certificates pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each
case pursuant to Section 3.04(b) and upon presentation and surrender of the Certificates by the Certificateholders
on the final Distribution Date, the Certificate Administrator shall distribute to each Certificateholder so presenting and surrendering
its Certificates (i) such Certificateholder’s Percentage Interest of that portion of the amounts then on deposit in
the Upper-Tier REMIC Distribution Account that are allocable to payments on the Class of Certificates so presented, (ii) to
Holders of the Excess Interest Certificates or the RR Interest so presented, any amounts remaining on deposit in the Excess Interest
Distribution Account, and (iii) any remaining amount shall be distributed to the Class R Certificates in respect of
the Class LR Interest or the Class UR Interest, as applicable. Amounts transferred from the Lower-Tier REMIC Distribution
Account to the Upper-Tier REMIC Distribution Account as of the final Distribution Date, shall be distributed in termination
and liquidation of the Lower-Tier Regular Interests and the Class LR Interest in accordance with Sections 4.01(a),
4.01(b), 4.01(c), 4.01(e) and 4.01(f). Any funds not distributed on such Distribution Date shall be
set aside and held uninvested in trust for the


 






    -417-


     


    

 


benefit of the Certificateholders not presenting and surrendering their Certificates
in the aforesaid manner and shall be disposed of in accordance with this Section 9.01 and Section 4.01(h).


 


Section 9.02      Additional Termination Requirements. (a) In the event the Master Servicer or the Special Servicer purchases, or the
Holders of the Controlling Class or the Holders of the Class R Certificates purchase, all of the Mortgage Loans and the Trust’s
portion of each REO Property remaining in the Trust Fund as provided in Section 9.01, the Upper-Tier REMIC and
Lower-Tier REMIC, as applicable, shall be terminated in accordance with the following additional requirements, which meet
the definition of a “qualified liquidation” in Section 860F(a)(4) of the Code:


 


(i)            the Certificate Administrator shall specify the date of adoption of the plan of complete liquidation (which shall be the date
of mailing of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’
final Tax Returns pursuant to Treasury Regulations Section 1.860F-1;


 


(ii)         
during the 90-day liquidation period and at or prior to the time of the making of the final payment on the Certificates, the
Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the applicable
Master Servicer, the applicable Special Servicer, the Holders of the Controlling Class or the Holders of the Class R Certificates,
as applicable, for cash; and


 


(iii)         
within such 90-day liquidation period and immediately following the making of the final payment on the Lower-Tier Regular
Interests and the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited,
to the Holders of the Class R Certificates in respect of the Class LR Interest (in the case of the Lower-Tier REMIC)
and in respect of the Class UR Interest (in the case of the Upper-Tier REMIC) all cash on hand (other than cash retained
to meet claims), and the Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.


 


[End
of Article IX]


 


Article X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01    REMIC Administration. (a) The Certificate Administrator shall make elections or cause elections to be made to treat
each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such election will
be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the calendar
year in which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC election in respect
of the Upper-Tier REMIC, each Class of the Regular Certificates shall be designated the “regular interests,” and
the Class UR Interest shall be designated the sole class of “residual interests” in the Upper-Tier REMIC.
For purposes of the REMIC election in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be
designated as a class of “regular interests” and the Class LR Interest shall be


 






    -418-


     


    

 


designated as the sole class
of “residual interests” in the Lower-Tier REMIC. None of the Special Servicers, the Master Servicers or the Trustee
shall permit the creation of any “interests” (within the meaning of Section 860G of the Code) in any Trust REMIC
other than the foregoing interests. The Certificate Administrator shall prepare or cause to be prepared and timely produced to
the Trustee to sign (and the Trustee shall timely sign) and file or cause to be filed with the Internal Revenue Service, on behalf
of each of the Lower-Tier REMIC and the Upper-Tier REMIC, an application for a taxpayer identification number for such Trust REMIC
on IRS Form SS-4 or obtain such number by other permissible means. 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; provided, however, the Certificate Administrator shall also be directed
to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by IRS regulations.


 


(b)         
The Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC
within the meaning of Section 860G(a)(9) of the Code.


 


(c)         
The Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Accounts as provided by Section 3.05(a) unless such legal expenses
and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Certificate
Administrator shall be designated as the “partnership representative” within the meaning of Section 6223 of the Code
of each Trust REMIC. By their acceptance thereof, the Holders of the Class R Certificates agree to the designation of the
Certificate Administrator as “partnership representative” for the Trust REMICs.


 


(d)         
The Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns
that it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the
Trustee shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne
by the Certificate Administrator without any right of reimbursement therefor. The Certificate Administrator shall prepare or cause
to be prepared, and file or cause to be filed with the IRS, on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC,
an application for a taxpayer identification number for such REMIC on IRS Form SS-4 or obtain such number by other permissible
means.


 


(e)         
The Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such
information as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person
who is a Disqualified Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders
such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original
issue discount and market discount or


 






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premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service,
Form 8811, within thirty (30) days after the Closing Date.


 


(f)           The Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within
the Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate
Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicers nor the
Special Servicers shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail
to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that,
under the REMIC Provisions, if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify
as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the
tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to
a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure property”)
(either such event, an “Adverse REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel
(at the expense of the party seeking to take such action or, if such party fails to pay such expense, and the Certificate Administrator
determines that taking such action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust,
but in no event at the expense of the Certificate Administrator or the Trustee) to the effect that the contemplated action will
not, with respect to the Trust, any Trust REMIC created hereunder, cause the loss of such status or, unless the Certificate Administrator
determines in its sole discretion to indemnify the Trust against such tax, result in the imposition of such a tax (not including
a tax on “net income from foreclosure property”). The Trustee shall not take or fail to take any action (whether or
not authorized hereunder) as to which the Certificate Administrator has advised it in writing that it has received an Opinion
of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator may
consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action
not expressly permitted by this Agreement, but in no event at the expense of the Certificate Administrator or the Trustee. At
all times as may be required by the Code, the Certificate Administrator will to the extent within its control and the scope of
its duties more specifically set forth herein, maintain substantially all of the assets of each Trust REMIC as “qualified
mortgages” as defined in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5)
of the Code.


 


(g)          In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional amounts
or additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders
of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided that with respect
to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c)
of the Code or any similar tax imposed by a state or local tax authority, the applicable Special Servicer shall retain in the
related REO Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or
as advised by the Certificate Administrator in writing), and shall remit to the applicable Master Servicer such reserved amounts
as the applicable Master Servicer shall request in order to pay such taxes. Except as provided in the preceding sentence, the
applicable Master Servicer shall


 






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withdraw from the applicable Collection Account sufficient funds to pay or provide for the payment
of, and to actually pay, such tax as is estimated to be legally owed by any Trust REMIC (but such authorization shall not prevent
the Certificate Administrator from contesting, at the expense of the Trust (other than as a consequence of a breach of its obligations
under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending
the outcome of such proceedings). The Certificate Administrator is hereby authorized to and shall segregate, into a separate non-interest
bearing account, the net income from any “prohibited transaction” under Section 860F(a) of the Code or the amount
of any taxable contribution to any Trust REMIC after the Startup Day that is subject to tax under Section 860G(d) of the
Code and use such income or amount, to the extent necessary, to pay such prohibited transactions tax. To the extent that any such
tax (other than any such tax paid in respect of “net income from foreclosure property”) is paid to the Internal Revenue
Service or applicable state or local tax authorities, the Certificate Administrator shall retain an equal amount from future amounts
otherwise distributable to the Holders of Class R Certificates (as applicable) and shall distribute such retained amounts,
(x) in the case of the Lower-Tier Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed
for any Realized Losses or Retained Certificate Realized Losses, as applicable, arising therefrom and then to the Holders of the
Class R Certificates in respect of the Class LR Interest in the manner specified in Section 4.01(c) and
(y) in the case of the Upper-Tier REMIC, to the Holders of the Principal Balance Certificates in the manner specified
in Section 4.01(a) or Section 4.01(b), as applicable, to the extent they are fully reimbursed for any
Realized Losses or Retained Certificate Realized Losses, as applicable, arising therefrom and then to the Holders of the Class R
Certificates in respect of the Class UR Interest. None of the Trustee, the Certificate Administrator, the Master Servicers
or the Special Servicers shall be responsible for any taxes imposed on any Trust REMIC except to the extent such taxes arise as
a consequence of a breach of their respective obligations under this Agreement which breach constitutes willful misconduct, bad
faith, or negligence by such party.


 


(h)         
The Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with
respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 


(i)          
Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any
Trust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of
the party seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause
an Adverse REMIC Event.


 


(j)           
Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will
receive a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other
than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as
defined in Section 860G(a)(5) of the Code.


 


(k)          
Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date”
by which the Certificate Balance or Notional Amount of each Class of Regular Certificates and by which the Lower-Tier Principal


 






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Amount of each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated Final Distribution
Date.


 


(l)          
None of the Trustee, the Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer, as applicable,
shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default
or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure
or deed in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust pursuant to Article IX
of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or Article III
of this Agreement) or acquire any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the applicable
Collection Account or the REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution
will not (a) affect adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator,
the applicable Master Servicer or the applicable Special Servicer, as the case may be, has determined in its sole discretion to
indemnify the Trust against such tax, cause the Trust or any Trust REMIC to be subject to a tax on “prohibited transactions”
pursuant to the REMIC Provisions.


 


(m)         
The Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code
(or successor provisions) to either Trust REMIC and (ii) to avoid payment by either Trust REMIC under Section 6225 of the
Code (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed
on any Holder of a Class R Certificate, past or present. Each Holder of a Class R Certificate agrees, by acquiring such Certificate,
to any such elections.


 


Section 10.02   
Use of Agents.(a) The Trustee shall execute all of its obligations and duties under this Article X through
its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X either
directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations under this
Article X by virtue of the appointment of any such agents or attorneys.


 


(b)         
The Certificate Administrator may execute any of its obligations and duties under this Article X either directly or
by or through agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.


 


Section 10.03  
Depositor, Master Servicers and Special Servicers to Cooperate with Certificate Administrator. (a) The Depositor shall
provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request from
the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines to be relevant
for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, Prepayment
Assumptions and projected cash flow of the Certificates.


 






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(b)         
The Master Servicers and the Special Servicers shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section 10.04   
Appointment of REMIC Administrators.  (a) The Certificate Administrator may appoint at the Certificate Administrator’s
expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate Administrator in performing
the functions set forth in Section 10.01 herein. The Certificate Administrator shall cause any such REMIC Administrator
to execute and deliver to the Certificate Administrator an instrument in which REMIC Administrator shall agree to act in such
capacity, with the obligations and responsibilities herein. The appointment of a REMIC Administrator shall not relieve the Certificate
Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible and liable for
all acts and omissions of the REMIC Administrator. Each REMIC Administrator must be acceptable to the Certificate Administrator
and must be organized and doing business under the laws of the United States of America or of any State and be subject to supervision
or examination by federal or state authorities. In the absence of any other Person appointed in accordance herewith acting as
REMIC Administrator, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof.
If Wells Fargo Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association
shall be terminated as REMIC Administrator.


 


(b)         
Any Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)         
Any REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation
to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicers, the Special Servicers and the
Depositor. The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice
of termination to such REMIC Administrator, the Master Servicers, the Certificate Registrar and the Depositor. Upon receiving
a notice of resignation or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible
in accordance with the provisions of this Section 10.04, the Certificate Administrator may appoint a successor REMIC
Administrator, in which case the Certificate Administrator shall give written notice of such appointment to the Master Servicers,
the Trustee and the Depositor and shall mail notice of such appointment to all Certificateholders; provided, however,
that no successor REMIC Administrator shall be appointed unless eligible under the provisions of this Section 10.04.
Any successor REMIC Administrator upon acceptance of its appointment hereunder shall become vested with all the rights, powers,
duties and responsibilities of its predecessor hereunder, with like effect as if originally named as REMIC Administrator. No REMIC
Administrator shall have responsibility or liability for any action taken by it as such at the direction of the Certificate Administrator.


 






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[End
of Article X]


 


Article XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.01   
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI
of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes
a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission.
The Depositor shall not exercise its rights to request delivery of information or other performance under these provisions other
than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations
of the requirements of Regulation AB may change over time, due to interpretive guidance provided by the Commission or its
staff, and agree to comply with requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization
that includes a Serviced Companion Loan) in good faith for delivery of information under these provisions on the basis of such
evolving interpretations of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”).
In connection with BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24, and any Other Securitization
subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicers, the Special Servicers, the Operating
Advisor, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate
Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes
a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and
any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees or designees),
any and all statements, reports, certifications, records and any other information (in its possession or reasonably attainable)
necessary in the reasonable good faith determination of the Depositor or such Other Depositor, as applicable, to permit the Depositor
or such Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating
to the Master Servicers, the Special Servicers, the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer
and the Certificate Administrator, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans (and the related
Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related Other Depositor to be necessary in
order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written
request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information
in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing requirements. For purposes of
this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a
third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection
with such obligation.


 






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Section 11.02   
Succession; Subcontractors. (a) As a condition to the succession to either Master Servicer and either Special Servicer
or to any Sub-Servicer (but only if such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2)) as servicer
or sub-servicer or succession to the Certificate Administrator under this Agreement by any Person (i) into which the
applicable Master Servicer and the applicable Special Servicer, such Sub-Servicer or Certificate Administrator may be merged or
consolidated, or (ii) which may be appointed as a successor to the applicable Master Servicer and the applicable Special
Servicer or to any such Sub-Servicer or Certificate Administrator, the person removing and replacing a Master Servicer and
a Special Servicer or Certificate Administrator shall provide to the Depositor, the Master Servicers, the Special Servicers, the
Certificate Administrator and each Other Depositor, as applicable, at least fifteen (15) calendar days prior to the effective
date of such succession or appointment (or such shorter period as is agreed to by the Depositor), (x) written notice to the
Depositor, the Other Depositor and the Other Certificate Administrator of such succession or appointment and (y) in writing
and in form and substance reasonably satisfactory to the Depositor, all information relating to such successor reasonably requested
by the Depositor, Other Depositor or Other Certificate Administrator in order to comply with its reporting obligation under Item 6.02
of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange
Act); provided, however that if disclosing such information prior to such effective date would violate any applicable
law or confidentiality agreement, the Master Servicers, the Special Servicers, any Additional Servicer or the Certificate Administrator,
as the case may be, shall submit such disclosure to the Depositor and the Other Depositor no later than the effective date of
such succession or appointment.


 


(b)         
Each of the Master Servicers, the Special Servicers, the Sub-Servicer, the Trustee, the Operating Advisor and the Certificate
Administrator (each of the Master Servicers, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator
and each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize
one or more Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing Function
Participant, such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and any Other
Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization that includes a related Serviced
Companion Loan) a written description (in form and substance satisfactory to the Depositor, such Mortgage Loan Seller or such
Other Trustee, Other Certificate Administrator or Other Depositor, as applicable) of the role and function of each Subcontractor
utilized by such Servicer, specifying (i) the identity of such Subcontractor and (ii) the elements of the Servicing
Criteria that will be addressed in assessments of compliance provided by each such Subcontractor. As a condition to the utilization
by such Servicer of any Subcontractor determined to be a Servicing Function Participant, such Servicer shall (i) with respect
to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to
cause, and (ii) with respect to any other subcontractor with which it has entered into a servicing relationship, cause such
Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee (and any Other Trustee, Other Certificate
Administrator and Other Depositor related to any Other Securitization that includes a related Serviced Companion Loan) to comply
with the provisions of Section 11.10 and Section 11.11 of this Agreement to the same extent as if such
Subcontractor were such Servicer. With respect to any Servicing Function Participant engaged by such Servicer that is an Initial
Sub-Servicer, such Servicer shall be responsible for using commercially reasonable efforts to obtain, and with


 






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respect to
each other Servicing Function Participant engaged by such Servicer, such Servicer shall obtain from each such Servicing Function
Participant and deliver to the applicable Persons any assessment of compliance report and related accountant’s attestation
required to be delivered by such Subcontractor under Section 11.10 and Section 11.11, in each case, as
and when required to be delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor
to perform any of its obligations hereunder.


 


(c)         
Notwithstanding the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with
the performance of any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor
is a “servicer” within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets
the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding
sentence, that such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and meets
the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a
Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer shall not be effective unless and until
notice is given to the Depositor and the Certificate Administrator of any such Sub-Servicer and Sub-Servicing Agreement. Other
than with respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective until fifteen (15) days after
such written notice is received by the Depositor and the Certificate Administrator (or such shorter period as is agreed to by
the Depositor). Such notice shall contain all information reasonably necessary to enable the Certificate Administrator to accurately
and timely report the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the
Exchange Act are required to be filed under the Exchange Act).


 


(d)         
In connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged
or consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to
the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice to
the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30)
calendar days prior to the effective date of such succession or appointment (or if such prior notice is violative of applicable
law or any applicable confidentiality agreement, no later than one (1) Business Day after such effective date of succession) and
shall furnish to the Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory
to the Depositor and the Certificate Administrator, all information reasonably necessary for the Certificate Administrator to
accurately and timely report, pursuant to Section 11.07, the event under Item 6.02 of Form 8-K pursuant
to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(e)          
Notwithstanding anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or
any Mortgage Loan that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB,
the applicable Master Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer
to comply with its obligations under such Initial Sub-Servicing Agreement.


 






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(f)          
Any notice and/or information furnished or required to be furnished pursuant to this Section 11.02 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent the information relates to a party that services,
specially services or is trustee for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.02.


 


Section 11.03   
Filing Obligations. (a) The Master Servicers, the Special Servicers, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection with the
satisfaction of the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05,
11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any
Forms 8-K, 10-D, ABS-EE and 10-K required by the Exchange Act, in order to permit the timely filing thereof,
and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System (“EDGAR”))
such Forms executed by the Depositor.


 


Each
party hereto shall be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of
any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other
than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate
agreement.


 


(b)         
In the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any
Form 8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information
was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator
will promptly notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicers,
the Certificate Administrator, the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b-25
and a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange
Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure
Information and upon the approval and direction of the Depositor, include such disclosure information on the next succeeding Form 10-D
to be filed for the Trust. In the event that any previously filed Form 8-K, Form 10-D, Form ABS-EE or Form 10-K
needs to be amended, the Certificate Administrator will notify the Depositor, and such other parties as needed and the parties
hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8-K/A, Form 10-D/A, Form
ABS-EE/A or Form 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D,
Form ABS-EE or Form 10-K shall be signed by an officer of the Depositor. The parties to this Agreement acknowledge that
the performance by the Certificate Administrator of its duties under this Section 11.03 related to the timely preparation
and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K
is contingent upon the parties observing all applicable deadlines in the performance of their duties under Sections 11.03,
11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and 11.15
of this Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or
with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b-25
or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, where such failure results from
the Certificate Administrator’s inability or failure to receive, on a timely basis, any


 






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information from any other party
hereto needed to prepare, arrange for execution or file such Form 15, 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 11.04   
Form 10-D and Form ABS-EE Filings. (a) Within fifteen (15) days after each Distribution Date (subject to
permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any
Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator
shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in
addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D
Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit AA
to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have
no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such
reporting, direction and approval.


 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit AA hereto,
within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit AA
hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function
Participant, with a copy to the applicable Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible
Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed
upon by the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D
Disclosure, if applicable; provided that information relating to any REO Account to be reported under “Item 9: Other
Information” on Exhibit AA shall be reported by the applicable Special Servicer to the applicable Master Servicer
within four (4) calendar days after the related Distribution Date on Exhibit LL; (ii) the parties listed on Exhibit AA
hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form
attached hereto as Exhibit DD (except with respect to the reporting of REO Account balances which shall be delivered
in the form of Exhibit LL hereto) and (iii) the Depositor shall approve, as to form and substance, or disapprove,
as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the
Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com (or such other
e-mail address as the Certificate Administrator may instruct) or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.
Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the performance
by the parties listed on Exhibit AA of their duties under this paragraph or proactively solicit or procure from such
parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable expenses
incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure
on Form 10-D pursuant to this paragraph.


 


The
Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a)
of the Exchange Act concerning all assets of the Trust that were subject of a demand for the repurchase of, or the substitution
of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference
to the


 






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most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the Commission’s
assigned “Central Index Key” for each such filer and (iii) to the extent such information is provided to the
Certificate Administrator by the applicable Master Servicer in the form of Exhibit LL hereto for inclusion therein
within the time period described in this Section 11.04, the balances of the REO Account (to the extent the related
information has been received from the applicable Special Servicer within the time period specified in this Section 11.04)
and the Collection Accounts as of the related Distribution Date and as of the immediately preceding Distribution Date and (iv) the
balances of the Distribution Accounts, the Gain-on-Sale Reserve Account and the Interest Reserve Account, in each case as of the
related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the Mortgage Loan Sellers,
in accordance with Section 5(f) of the applicable Mortgage Loan Purchase Agreement, shall deliver such information as described
in clause (i) and clause (ii) of this paragraph.


 


Form 10-D
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past ninety (90) days.” The Depositor shall notify the Certificate Administrator by email to cts.sec.notifications@wellsfargo.com,
no later than the fifth (5th) calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D
if the answer to the questions should be “no.” The Certificate Administrator shall be entitled to rely on such representations
in preparing, executing and/or filing any such report.


 


With
respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall
include as part of any applicable Form 10-D filed by it (to the extent it receives such information from the applicable
Servicer) the identity of such Mortgage Loan and, to the extent such information is received by the Certificate Administrator
from the applicable Master Servicer or the applicable Special Servicer, as the case may be, substantially in the form of Exhibit JJ
(A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Collection
Period, (B) the total debt service coverage ratio calculated on the basis of such Mortgage Loan and such Additional Debt
or mezzanine debt, as applicable, and (C) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and such
Additional Debt or mezzanine debt, as applicable.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Forms 10-D and ABS-EE for each reporting period: Name: W. Todd Stillerman, Esq., Telephone: (980) 388-7451. The Certificate
Administrator may rely without further investigation that this information remains correct unless and until the Depositor provides
the Certificate Administrator with a new individual’s name and phone number in writing.


 


Upon
receipt of the Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in
accordance with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post
such Asset Review Report Summary to the Certificate


 






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Administrator’s Website not later than two (2) Business Days after receipt
of such Asset Review Report Summary from the Asset Representations Reviewer.


 


To
the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate with
other Certificateholders or Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include
on the Form 10-D relating to the reporting period in which such request was received a Special Notice including the information
required to be included pursuant to Section 5.06.


 


(b)         
After preparing the Forms 10-D and ABS-EE, the Certificate Administrator shall forward electronically copies of the Forms 10-D
and ABS-EE to the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th
calendar day after the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within two (2)
Business Days after receipt of such copies, but no later than the two (2) Business Days prior to the 15th calendar day after the
Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Form 10-D and Form ABS-EE, respectively, and, a duly authorized officer of the
Depositor shall sign the Form 10-D and Form ABS-EE and return an electronic or fax copy of such signed Form 10-D
and Form ABS-EE (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively,
if the Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator manually
signed copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act
under the Securities Act, and certified copies of a resolution of the Depositor’s board of directors authorizing such power
of attorney, each to be filed with each Form 10-D and each Form ABS-EE, as applicable, in which case the Certificate
Administrator shall sign such Forms 10-D and Forms ABS-EE, as applicable, as attorney in fact for the Depositor. As provided
in Section 11.04(d), the Certificate Administrator shall file such Form ABS-EE, upon receipt of the Depositor’s
signature thereof, prior to the filing of the related Form 10-D. If a Form 10-D or Form ABS-EE cannot be filed on time
or if a previously filed Form 10-D or Form ABS-EE needs to be amended, the Certificate Administrator will follow the
procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will make available on its Internet website a final executed copy of each Form 10-D and Form ABS-EE filed by the Certificate
Administrator. The signing party at the Depositor can be contacted at One Bryant Park, NY-100-11-07, New York, New York 10036,
Attention: Leland F. Bunch, III, with a copy to: W. Todd Stillerman, Esq., Associate General Counsel & Director, Bank of America
Legal Department, 214 North Tryon Street, 17th Floor, NC1-027-17-05, Charlotte, North Carolina 28255. The parties to this Agreement
acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.04(b) related
to the timely preparation and filing of Form 10-D and Form ABS-EE, as applicable, is contingent upon such parties observing
all applicable deadlines in the performance of their duties under this Section 11.04(b). Neither the Trustee nor the
Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising out of or with respect to any
failure to properly prepare, arrange for execution and/or timely file such Form 10-D or such Form ABS-EE, respectively,
where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis,
any information from any party to this Agreement needed to prepare,


 






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arrange for execution or file
such Form 10-D or such Form ABS-EE, respectively, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)         
Prior to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate
Administrator shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange
Act and the rules and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE
required to be filed with the Commission and incorporated by reference in the Prospectus (or the preliminary version thereof).
The Certificate Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL File received
by the Certificate Administrator pursuant to Section 3.12(c) as Exhibit 102 thereto. To the extent the Certificate
Administrator receives any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(c),
the Certificate Administrator shall file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. The Certificate
Administrator shall not be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files.
The Certificate Administrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or
accuracy of the information contained in any CREFC® Schedule AL File or Schedule AL Additional File. After preparing
the Form ABS-EE, the Certificate Administrator shall forward electronically a copy of such Form ABS-EE (together with the related
CREFC® Schedule AL File and any Schedule AL Additional File received by the Certificate Administrator) concurrently
with the related Form 10-D to the Depositor for review and approval. Any questions shall be directed to ssreports@wellsfargo.com;
provided, however, that if any such question pertains to information included in any NCB CREFC® Schedule
AL File or NCB Schedule AL Additional File delivered by the NCB Master Servicer to the General Master Servicer pursuant to Section 3.12(d),
the General Master Servicer shall promptly provide a copy of such question to the NCB Master Servicer (via email at BANK2019BNK24@ncb.com)
and consult with the NCB Master Servicer as to any response thereto. The General Master Servicer shall reasonably cooperate with
the Depositor to answer any reasonable questions that the Depositor may pose to such Master Servicer regarding the data or information
contained in any CREFC® Schedule AL File or Schedule AL Additional File (other than questions regarding data that
is in the Initial Schedule AL File, Initial Schedule AL Additional File or the Annex A-1 to the Prospectus) as of the time the
Master Servicer delivered such CREFC® Schedule AL File or Schedule AL Additional File, as applicable, to the Certificate
Administrator. The Certificate Administrator, the General Master Servicer, the NCB Master Servicer and the Depositor shall each,
to the extent related to such party’s obligations hereunder, reasonably cooperate to remedy any filing errors regarding
any CREFC® Schedule AL File or any Schedule AL Additional File in a timely manner.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Form ABS-EE for each reporting period: Name: W. Todd Stillerman, Esq., Telephone: (980) 388-7451. 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.


 


(d)         
Any notice and/or information furnished or required to be furnished pursuant to this Section 11.04 shall also be provided
to each Other Depositor and each Other


 






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Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.04.


 


Section 11.05  
Form 10-K Filings.(a) Within ninety (90) days after the end of each fiscal year of the Trust (it being understood
that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required by the Exchange
Act (the “10-K Filing Deadline”), commencing in March 2020, the Certificate Administrator shall prepare
and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K
shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within
the applicable time frames set forth in this Agreement:


 


(i)          
an annual compliance statement for the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the
Custodian and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material
instance of noncompliance and the nature and status thereof;


 


(ii)          
(A) the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicers, the Special
Servicers, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing
Function Participant utilized by the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor,
the Custodian or Trustee, as described under Section 11.10; and


 


(B)          
if any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any
material instance of noncompliance, disclosure identifying such 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 11.10 is not included as an exhibit to such Form 10-K, disclosure that such report is not included
and an explanation why such report is not included;


 


(iii)        
(A) the registered public accounting firm attestation report for the Trustee, the Master Servicers, the Special Servicers, the
Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant
utilized by the Master Servicers, the Special Servicers, the Certificate Administrator, the Operating Advisor, the Custodian or
the Trustee, as described under Section 11.11; and


 


(B)          
if any registered public accounting firm attestation report described under Section 11.11 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting
firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included
and an explanation why such report is not included; and


 






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(iv)        
a certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as
a result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except
as described below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any
disclosure or information in addition to clauses (i) through (iv) above that is required to be included
on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the following paragraph
be reported by the parties set forth on Exhibit BB to the Depositor and the Certificate Administrator and approved
by the Depositor and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare
any Additional Form 10-K Disclosure, absent such reporting, direction and approval. Information delivered to the Certificate
Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380,
Attn: CTS SEC Notifications.


 


As
set forth on Exhibit BB hereto, no later than March 1st of each year that the Trust is subject to the Exchange
Act reporting requirements, commencing in 2020, (i) the parties listed on Exhibit BB shall be required to provide
to the Certificate Administrator and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer,
as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the
Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-K
Disclosure, if applicable, (ii) the parties listed on Exhibit BB hereto shall include with such Additional Form 10-K
Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit DD and (iii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K
Disclosure on Form 10-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor
or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively
solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible
for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection with including any Additional
Form 10-K Disclosure on Form 10-K pursuant to this paragraph.


 


Form 10-K
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past ninety (90) days.” The Depositor shall notify the Certificate Administrator in writing, no later than March
1st with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no.” The
Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.


 


(b)         
After preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K
to the Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business
Days after receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such


 






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Form 10-K and the senior officer in charge
of securitization for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K
(with an original executed hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K
cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow
the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will make available on its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at One Bryant Park, NY-100-11-07, New York, New York 10036, Attention: Leland
F. Bunch, III, with a copy to: W. Todd Stillerman, Esq., Associate General Counsel & Director, Bank of America Legal Department,
214 North Tryon Street, 17th Floor, NC1-027-17-05, Charlotte, North Carolina 28255. The parties to this Agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 11.05 related to the timely
preparation and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional Servicer or
Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines in
the performance of their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall
have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange
for execution and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s
failure to receive, on a timely basis, any information from the parties to this Agreement (or any Sub-Servicer or Servicing
Function Participant engaged by any such parties) needed to prepare, arrange for execution or file such Form 10-K, not
resulting from its own negligence, bad faith or willful misconduct.


 


(c)         
Upon written request from any Mortgage Loan Seller, Other Depositor, either Master Servicer or either Special Servicer, the Certificate
Administrator shall confirm to such Mortgage Loan Seller, Other Depositor, applicable Master Servicer or applicable Special Servicer
whether it has received notice that any party to this Agreement has changed since the Closing Date and will provide to such Mortgage
Loan Seller or Other Depositor, the applicable Master Servicer or the applicable Special Servicer, if known to the Certificate
Administrator, the identity of the new party.


 


(d)         
Any notice and/or information furnished or required to be furnished pursuant to this Section 11.05 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.05.


 


Section 11.06  
Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form
attached as Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the
Trust or the trust for any Other Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicers,
the Special Servicers, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and 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) shall provide, and (i) with respect to each Initial Sub-Servicer
engaged by the applicable Master Servicer or the applicable Special Servicer, as the


 






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case may be, that is a Servicing Function
Participant shall use commercially reasonable efforts to cause such Initial Sub-Servicer to provide, and (ii) with respect
to each other Servicing Function Participant with which either Master Servicer, either Special Servicer, the Trustee, the Certificate
Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with respect to the Mortgage Loans,
shall cause such Servicing Function Participant to provide, to each Person who signs the Sarbanes-Oxley Certification for
the Trust or any Other Securitization that includes a Serviced Companion Loan (individually and collectively, the “Certifying
Person”), on or before March 1st of each year commencing in March 2020, a certification substantially in the
form attached hereto as Exhibits Y-1, Y-2, Y-3, Y-4, Y-5, Y-6
or Y-7 (each, a “Performance Certification”), as applicable, on which each Certifying Person,
the entity for which such Certifying Person acts as an officer (if the Certifying Person is an individual), and such entity’s
officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably
rely; provided that, if a Servicing Function Participant (other than an Initial Sub-Servicer) with which the applicable
Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor
has entered into a servicing relationship with respect to the Mortgage Loans fails to provide a Performance Certification, the
Performance Certification provided by the applicable Master Servicer, the applicable Special Servicer, the Trustee, the Certificate
Administrator, the Custodian or the Operating Advisor, as applicable, that engaged such Servicing Function Participant shall not
exclude information that would have been provided by such Servicing Function Participant. In addition, in the event that any Serviced
Companion Loan is deposited into a commercial mortgage securitization (including an “Other Securitization”)
and the Reporting Servicer is provided with timely and complete contact information for the parties to such Other Securitization,
each Reporting Servicer, upon not less than thirty (30) days prior written request, shall provide to the Person who signs the
Sarbanes-Oxley Certification with respect to such Other Securitization either the Performance Certification or a separate
certification in form and substance similar to applicable Performance Certification (which shall address the matters contained
in the applicable Performance Certification, but solely with respect to the related Companion Loan) on which such Person, the
entity for which the Person acts as an officer (if the Person is an individual), and such entity’s officers, directors and
Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its
reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification. The senior officer
in charge of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting
Servicer shall execute a reasonable reliance certificate (which may be included as part of such other certifications being delivered
by such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual compliance statement provided
pursuant to Section 11.09, if applicable, (ii) annual report on assessment of compliance with servicing criteria
provided pursuant to Section 11.10 and (iii) accountant’s report provided pursuant to Section 11.11,
and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults
described to the registered public accountants of such Reporting Servicer to enable such accountants to render the certificates
provided for in Section 11.11. In the event any Reporting Servicer is terminated or resigns pursuant to the terms
of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting
Servicer shall provide a certification to


 






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each affected Certifying Person pursuant to this Section 11.06 with respect
to the period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as
the case may be. Each such Performance Certification shall be provided in EDGAR-Compatible Format, or in such other format
agreed upon by the Depositor, the Certificate Administrator, any affected Other Depositor and Other Certificate Administrator
and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06 shall require any Reporting
Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer
by third parties (including a “significant obligor”, but other than an Additional Servicer or a Sub-Servicer appointed
pursuant to Section 3.20), (ii) to certify information other than to such Reporting Servicer’s knowledge
and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of
information and reports, to certify anything other than that all fields of information called for in written reports prepared
by such Reporting Servicer have been completed except as they have been left blank on their face.


 


Notwithstanding
anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust and the trust
for each Other Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties required to
deliver any certification under this Section 11.06 shall be obligated to do so.


 


Section 11.07   
Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K
(each such event, a “Reportable Event”), and if requested by the Depositor and to the extent it receives the
Form 8-K Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf of the
Trust any Form 8-K, as required by the Exchange Act and shall provide notice thereof to the Depositor, provided
that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure
or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K
Disclosure Information”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC
to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have
no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information or any Form 8-K,
absent such reporting, direction and approval.


 


As
set forth on Exhibit CC hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no
later than close of business, New York City time, on the second (2nd) Business Day after the occurrence of a Reportable
Event (i) the parties set forth on Exhibit CC hereto shall be required to provide to the Depositor and the Certificate
Administrator, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge,
in EDGAR-Compatible Format or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing
parties any Form 8-K Disclosure Information, if applicable, (ii) the parties listed on Exhibit CC hereto
shall include with such Form 8-K Disclosure Information, an Additional Disclosure Notification in the form attached hereto
as Exhibit DD and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may
be, the inclusion of the Form 8-K Disclosure Information on Form 8-K. Neither the Trustee nor the Certificate
Administrator has any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit CC


 






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of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure
Information. The Depositor will be responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator
in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph. Information
delivered to the Certificate Administrator hereunder should be delivered by email to cts.sec.notifications@wellsfargo.com
or by facsimile to 410-715-2380, Attn: CTS SEC Notifications.


 


After
preparing the Form 8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to
the Depositor for review no later than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no
event earlier than twenty-four (24) hours after having received the Form 8-K Disclosure Information pursuant to the immediately
preceding paragraph. Promptly, but no later than the close of business on the third (3rd) Business Day after the Reportable Event,
the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to
or approval of such Form 8-K. No later than noon, New York City time, on the 4th Business Day after the Reportable Event,
a duly authorized officer of the Depositor shall sign the Form 8-K and return an electronic or fax copy of such signed
Form 8-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K
cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Certificate Administrator will follow
the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
will, make available on its Internet website a final executed copy of each Form 8-K filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at One Bryant Park, NY-100-11-07, New York, New York 10036, Attention: Leland
F. Bunch, III, with a copy to: W. Todd Stillerman, Esq., Associate General Counsel & Director, Bank of America Legal Department,
214 North Tryon Street, 17th Floor, NC1-027-17-05, Charlotte, North Carolina 28255. The parties to this Agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely
preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance
of their duties under this Section 11.07. Neither the Trustee nor the Certificate Administrator shall have any liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution
and/or timely file such Form 8-K, where such failure results from the Certificate Administrator’s inability or
failure to receive, on a timely basis, any information from the parties to this Agreement needed to prepare, arrange for execution
or file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 


The
Master Servicers, the Special Servicers, the Certificate Administrator and the Trustee shall promptly notify (and the applicable
Master Servicer and the applicable Special Servicer, as the case may be, shall (i) with respect to each Initial Sub-Servicer
that is an Additional Servicer engaged by such Master Servicer or such Special Servicer, as applicable, use commercially reasonable
efforts to cause such Additional Servicer to promptly notify and (ii) with respect to each other Additional Servicer with
which it has entered into a servicing relationship with respect to the Mortgage Loans (other than a party to this Agreement) cause
such Additional Servicer to promptly notify) the Depositor and the Certificate Administrator, but in no event later than noon,
New York City time, on the second (2nd) Business Day after its occurrence, of any Reportable Event applicable to such party to
the extent a Regulation AB


 






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Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format.


 


Notwithstanding
anything to the contrary in this Section 11.07, with respect to each year in which the Trust and the trust for each
Other Securitization is not subject to the reporting requirements of the Exchange Act, none of the parties hereto are required
to deliver Form 8-K Disclosure Information.


 


Any
notice and/or information furnished or required to be furnished pursuant to this Section 11.07 shall also be provided
to each Other Depositor and each Other Certificate Administrator (to the extent the notice and/or information relates to a Serviced
Companion Loan or a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same
time frame as set forth in this Section 11.07.


 


For
so long as the Trust is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan
serviced under a related Non-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that would
be required to be reported on a Form 8-K relating to this Trust shall become effective with respect to this Trust until the Certificate
Administrator has filed any required Form 8-K pursuant to this Section 11.07.


 


Section 11.08    Form 15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide
notice to the Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the
Certificate Administrator shall prepare and file a notification relating to the automatic suspension of reporting in respect
of the Trust under the Exchange Act (the “Form 15 Suspension Notification”) or any form necessary to
be filed with the Commission to suspend such reporting obligations. With respect to any reporting period occurring after the
filing of such form, subject to Section 11.15(h), the obligations of the parties to this Agreement under Section 11.04, Section 11.05
and Section 11.07 shall be suspended and reports or certifications due under Section 11.09, 11.10
and 11.11 shall not be due until April 15th of each year. The Certificate Administrator shall provide prompt notice to
the Mortgage Loan Sellers and all other parties hereto that such form has been filed. If, after the filing of a Form 15
Suspension Notification, the Depositor shall provide notice to the Certificate Administrator that it is required to resume
its Exchange Act filings, the Certificate Administrator shall recommence preparing and filing reports on Forms 10-D,
10-K, ABS-EE and 8-K as required pursuant to Section 11.04, Section 11.05 and Section 11.07,
and all parties’ obligations under this Article XI shall recommence.


 


Section 11.09   
Annual Compliance Statements. The Master Servicers, the Special Servicers (regardless of whether the applicable Special
Servicer has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that
the Trustee shall not be required to deliver an assessment of compliance with respect to any period during which there was no
Relevant Servicing Criteria applicable to it) and the Certificate Administrator (each, a “Certifying Servicer”)
shall (and each such party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is
an Initial Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer to deliver to and (ii) with
respect to each other Additional Servicer that is also a Servicing Function Participant with which it has entered


 






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into a servicing
relationship with respect to the Mortgage Loans, cause such Additional Servicer to deliver to), on or before March 1st of
each year, commencing in March 2020, deliver to the Trustee, the Certificate Administrator (which copy shall be deemed furnished
by the Certificate Administrator when made available on its Internet website), the Depositor and the 17g-5 Information Provider
(who shall post to the 17g-5 Information Provider’s Website), an Officer’s Certificate, in the form attached hereto
as Exhibit GG (or such other form, similar in substance, as may be reasonably acceptable to the Depositor) stating,
as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar
year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing
agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision
and (B) to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its
obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of
an Additional Servicer, in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill
any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof.
Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the
Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer shall (i) with respect to each
Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts
to cause such Additional Servicer, and (ii) with respect to each other Additional Servicer with which it has entered into
a servicing relationship with respect to the Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement
(or, in the case of the Certificate Administrator, make a copy of each such statement available on its Internet website) to the
Directing Certificateholder and the 17g-5 Information Provider. With respect to any Non-Serviced Companion Loan, the Certificate
Administrator will use its reasonable efforts to procure such Officer’s Certificate from the applicable Non-Serviced
Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee in form and substance similar to the form attached
hereto as Exhibit GG. Promptly after receipt of each such Officer’s Certificate, the Depositor may review each
such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the nature of any failures by
the Certifying Servicer or any related Additional Servicer with which the Certifying Servicer has entered into a servicing relationship
with respect to the Mortgage Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s
obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying
Servicer and each Additional Servicer under this Section 11.09 apply to the Certifying Servicer and each Additional
Servicer that serviced a Mortgage Loan during the applicable period, whether or not such Certifying Servicer or Additional Servicer
is acting as a Master Servicer, a Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time
such Officer’s Certificate is required to be delivered. None of the Master Servicers, Special Servicers or Additional Servicer
shall be required to cause the delivery of any such statement until April 15 in any given year so long as it has received
written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report
on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding
calendar year.


 


In
the event either Master Servicer, either Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns
pursuant to the terms of this Agreement, such


 






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party shall provide, and each of the applicable Master Servicer and the applicable
Special Servicer shall (i) with respect to an Initial Sub-Servicer engaged by such party that is an Additional Servicer
that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer
to provide and (ii) with respect to any other Additional Servicer engaged by such party that resigns or is terminated under
any applicable servicing agreement, cause such Additional Servicer to provide, an annual statement of compliance pursuant to this
Section 11.09 with respect to the period of time that the applicable Master Servicer, the applicable Special Servicer,
the Trustee or the Certificate Administrator was subject to this Agreement or the period of time that such Additional Servicer
was subject to such other servicing agreement.


 


Any
certificate, statement, report, notice and/or information furnished or required to be furnished pursuant to this Section 11.09
shall also be provided to each Other Depositor and each Other Certificate Administrator (to the extent such item and/or information
relates to a party that services, specially services or is trustee or custodian for a Serviced Companion Loan) in the same time
frame as set forth in this Section 11.09.


 


Section 11.10   
Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1st of each year,
commencing in March 2020, the Master Servicers, the Special Servicers (regardless of whether either Special Servicer has
commenced special servicing of the Mortgage Loans), the Trustee (provided, however, that the Trustee shall be required
to deliver an assessment of compliance only if an Advance was made by the Trustee in such calendar year), the Custodian, the Operating
Advisor, the Certificate Administrator and each Additional Servicer, each at its own expense, shall furnish (and each such party
shall (i) with respect to each Initial Sub-Servicer engaged by a Master Servicer, a Special Servicer, Trustee, Operating
Advisor, Custodian, or Certificate Administrator that is a Servicing Function Participant, use commercially reasonable efforts
to cause such Servicing Function Participant to furnish and (ii) with respect to each other Servicing Function Participant
with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant
to furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by the Certificate
Administrator when made available on its Internet website) (and, with respect to the Special Servicers, also to the Operating
Advisor), and the 17g-5 Information Provider, a report substantially in the form of Exhibit HH or such other form
provided by such Reporting Servicer that complies in all material respects with the requirements of Item 1122 of Regulation AB,
on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting
Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting
Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting
Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the
fiscal year covered by the Form 10-K required to be filed pursuant to Section 11.05, including, if there
has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the
nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report
on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. With
respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such
report from the applicable Non-Serviced Master Servicer, Non-Serviced Special


 






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Servicer and Non-Serviced Trustee in
form and substance similar to the form attached hereto as Exhibit HH. Such report shall be provided in EDGAR-Compatible
Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the Reporting Servicer.


 


Each
such report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address
the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit Z hereto delivered
to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such
report and, if applicable, consult with each Reporting Servicer as to the nature of any material instance of noncompliance with
the Relevant Servicing Criteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting
Servicer, as applicable), and (ii) the Certificate Administrator shall confirm that the assessments taken individually address
the Relevant Servicing Criteria for each party as set forth on Exhibit Z and notify the Depositor of any exceptions.
None of the Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee, the Operating Advisor or any
Servicing Function Participant shall be required to cause the delivery of any such assessments until April 15th in any given
year so long as it has received written confirmation from the Depositor (or, in the case of an Other Securitization, the related
Other Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any
Other Securitization for the preceding calendar year.


 


Notwithstanding
the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator
and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect
of their combined Relevant Servicing Criteria as set forth on Exhibit Z hereto.


 


(b)         
The Master Servicers, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge
and agree that the Relevant Servicing Criteria set forth on Exhibit Z is appropriately set forth with respect to such
party and any Servicing Function Participant with which the Master Servicers, Special Servicers, Trustee, Operating Advisor or
Certificate Administrator has entered into a servicing relationship.


 


(c)         
No later than ten (10) Business Days after the end of each fiscal year for the Trust, either Master Servicer and either Special
Servicer shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional
Servicer engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial
Sub-Servicer, and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor and each
Mortgage Loan Seller as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated
Exhibit FF, and each such notice (except to a Mortgage Loan Seller) will specify what specific Servicing Criteria
will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicers,
the Special Servicers, the Trustee, the Certificate Administrator and the Operating Advisor submit their assessments pursuant
to Section 11.10(a), the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator and the
Operating Advisor, as applicable, will also at such time include the assessment (and related attestation pursuant to Section 11.11)
of each Servicing Function Participant engaged by it.


 






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In
the event the Master Servicers, the Special Servicers, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any
Servicing Function Participant engaged by it to provide (and each of the applicable Master Servicer and the applicable Special
Servicer shall (i) with respect to an Initial Sub-Servicer engaged by such Master Servicer or Special Servicer that is
an Additional Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to cause
such Additional Servicer and (ii) with respect to any other Additional Servicer that resigns or is terminated under any applicable
servicing agreement, cause such Additional Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10,
coupled with an attestation as required in Section 11.11 with respect to the period of time that the Master Servicers,
the Special Servicers, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator was subject to this
Agreement or the period of time that the Additional Servicer was subject to such other servicing agreement.


 


(d)         
The Operating Advisor may at any time request from the Certificate Administrator confirmation of whether a Control Termination
Event or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator
shall deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.


 


(e)         
Any certificate, statement, report, assessment, attestation, notice and/or information furnished or required to be furnished pursuant
to this Section 11.10 shall also be provided to each Other Depositor and each Other Certificate Administrator (to
the extent such item and/or information relates to a party that services, specially services or is trustee or custodian for a
Serviced Companion Loan) in the same time frame as set forth in this Section 11.10.


 


Section 11.11   
Annual Independent Public Accountants’ Attestation Report. On or before March 1st of each year, commencing in
March 2020, the Master Servicers, the Special Servicers, the Trustee (provided, however, that the Trustee shall
not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing
Criteria applicable to it), the Custodian, the Operating Advisor and the Certificate Administrator, each at its own expense, shall
cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master Servicers, Special
Servicers, Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function Participant use commercially reasonable
efforts to cause such Servicing Function Participant to cause and (ii) with respect to each other Servicing Function Participant
with which it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant
to cause) a registered public accounting firm (which may also render other services to the Master Servicers, the Special Servicers,
the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the applicable Servicing Function Participant,
as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the
Trustee, the Certificate Administrator (who will promptly post such report on the Certificate Administrator’s Website pursuant
to Section 3.13(b)) and the Depositor, the 17g-5 Information Provider and, prior to the occurrence and continuance
of a Consultation Termination Event, the Directing Certificateholder, and, promptly, but not earlier than the second


 






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(2nd)
Business Day following the delivery of such report to the 17g-5 Information Provider, to the Rating Agencies, to the effect
that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer, which
includes an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria applicable to it and (ii) on
the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted
by the PCAOB, it is issuing an opinion as to whether such Reporting Servicer’s assessment of compliance with the Relevant
Servicing Criteria applicable to it was fairly stated in all material respects. In the event that an overall opinion cannot be
expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each
such related accountant’s attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g)
of Regulation S-X under the Securities Act and the Exchange Act. Such report must be available for general use and not
contain restricted use language. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its
reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer
and Non-Serviced Trustee. Copies of such statement will be provided by the Certificate Administrator in accordance with Section 3.13(b).
Such report shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate
Administrator and the providing parties.


 


Promptly
after receipt of such report from either Master Servicer, either Special Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and,
if applicable, consult with the applicable Master Servicer, the applicable Special Servicer, the Trustee, the Operating Advisor,
the Custodian or the Certificate Administrator as to the nature of any defaults by the Master Servicers, the Special Servicers,
the Trustee, the Operating Advisor, the Custodian, the Certificate Administrator or any Servicing Function Participant with which
it has entered into a servicing relationship with respect to the Mortgage Loans, as the case may be, in the fulfillment of any
of the applicable Master Servicer’s, the applicable Special Servicer’s, the Trustee’s, the Certificate Administrator’s,
the Operating Advisor’s, the Custodian’s or the applicable Servicing Function Participants’ obligations hereunder
or under the applicable sub-servicing or primary servicing agreement, and (ii) the Certificate Administrator shall confirm
that each accountants’ attestation report submitted pursuant to this Section 11.11 relates to an assessment
of compliance meeting the requirements of Section 11.10 and notify the Depositor of any exceptions. None of the Master
Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Operating Advisor, the Custodian or any Additional
Servicer shall be required to deliver, or shall be required to cause the delivery of such reports until April 15th in any
given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be
filed with respect to the Trust for the preceding fiscal year.


 


Any
notice, report, assessment of compliance, statement, certificate and/or information furnished or required to be furnished pursuant
to this Section 11.11 shall also be provided to each Other Depositor and each Other Certificate Administrator (to
the extent the notice and/or information relates to a Serviced Companion Loan or a party that services, specially services or
is trustee or custodian for a Serviced Companion Loan) in the same time frame as set forth in this ‎Section 11.11.


 












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Section 11.12  
Indemnification. Each of the Master Servicers, the Special Servicers, the Trustee, the Certificate Administrator, the Custodian,
the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold harmless each Certification Party from and
against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other
costs and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and expenses and expenses relating
to the enforcement of such indemnity) incurred by such Certification Party arising out of (i) an actual breach by such Master
Servicer, such Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the
Certificate Administrator, as the case may be, of its obligations under this Article XI, (ii) negligence, bad
faith or willful misconduct on the part of such Master Servicer, such Special Servicer, the Trustee, the Asset Representations
Reviewer, the Operating Advisor, the Custodian or the Certificate Administrator in the performance of such obligations, or (iii) delivery
of any Deficient Exchange Act Deliverable by, or on behalf of, such party.


 


The
Master Servicers, the Special Servicers, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with
respect to any Initial Sub-Servicer engaged by such Master Servicer, such Special Servicer, Trustee or Certificate Administrator
that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and
(ii) with respect to each other Additional Servicer and each Servicing Function Participant with which, in each case, it
has entered into a servicing relationship with respect to the Mortgage Loans, cause such party to, in each case, indemnify and
hold harmless each Certification Party from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal
fees and expenses and related costs, judgments and any other costs, fees and expenses (for the avoidance of doubt, including reasonable
attorneys’ fees and expenses and expenses relating to the enforcement of such indemnity) incurred by such Certification
Party arising out of (a) a breach of its obligations to provide any of the annual compliance statements or annual assessment
of compliance with the servicing criteria or attestation reports pursuant to the applicable sub-servicing or primary servicing
agreement, (b) negligence, bad faith or willful misconduct on its part in the performance of such obligations, (c) any
failure by it, as a Servicer (as defined in Section 11.02(b)) to identify a Servicing Function Participant pursuant
to Section 11.02(c), or (d) delivery of any Deficient Exchange Act Deliverable.


 


In
addition, each of the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer, the
Custodian, the Certificate Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and
Additional Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor and each Other
Depositor as necessary for the Depositor or such 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 or its staff regarding information
(x) delivered by the Master Servicers, the Special Servicers, the Operating Advisor, the Asset Representations Reviewer,
the Custodian, the Certificate Administrator, the Trustee, a Servicing Function Participant or an Additional


 









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Servicer, as applicable
(“Affected Reporting Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected
Reporting Party or any registered public accounting firm, attorney or other agent retained by such Affected Reporting Party to
prepare such information, which information is contained in a report filed by the Depositor 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 a written response to
the Commission or its staff for inclusion in the Depositor’s or any Other Depositor’s response to the Commission or
its staff, 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 or its staff
and negotiate a response and/or resolution with the Commission or its staff; provided, however, that if an Affected
Reporting Party is a Servicing Function Participant or Additional Servicer retained by a Master Servicer, a Master Servicer shall
receive copies of all material communications pursuant to this Section 11.12. If such election is made, the applicable
Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution with the Commission or
its staff in a timely manner; provided that (i) such Affected Reporting Party shall use reasonable efforts to keep
the Depositor or any Other Depositor informed of its progress with the Commission or its staff and copy the Depositor or any Other
Depositor on all correspondence with the Commission or its staff and provide the Depositor or any Other Depositor with the opportunity
to participate (at the Depositor’s or any Other Depositor’s expense) in any telephone conferences and meetings with
the Commission or its staff and (ii) the Depositor or any Other Depositor shall cooperate with any Affected Reporting Party
in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate directly with the Commission
or its staff with respect to any comments from the Commission or its staff relating to such Affected Reporting Party and to notify
the Commission or its staff of such authorization. The Depositor (or any Other Depositor) and the Affected Reporting Party shall
cooperate and coordinate with one another with respect to any requests made to the Commission or its staff for extension of time
for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor
or any Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor or 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 or its
staff related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from
the Depositor or any Other Depositor, as the case may be. Each of the Master Servicers, the Special Servicers, the Operating Advisor,
the Custodian, the Certificate Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer engaged
by it that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party
to, and (ii) with respect to each other Additional Servicer and each Servicing Function Participant with which, in each case,
it has entered into a servicing relationship with respect to the Mortgage Loans, cause such party to, comply with the foregoing
by inclusion of similar provisions in the related sub-servicing or similar agreement.


 






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If
the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the applicable
Master Servicer, the applicable Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor
(the “Performing Party”) shall contribute to the amount paid or payable to the Certification Party as a result
of the losses, claims, damages or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative
fault of the Certification Party on the one hand and the Performing Party on the other in connection with a breach of the Performing
Party’s obligations pursuant to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or
breach of its obligations under the applicable sub-servicing or primary servicing agreement to provide any of the annual compliance
statements or annual servicing criteria compliance reports or attestation reports) or the Performing Party’s negligence,
bad faith or willful misconduct in connection therewith. The applicable Master Servicer, the applicable Special Servicer, the
Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub-Servicer engaged
by such Master Servicer, such Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant
or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional
Servicer or Servicing Function Participant, in each case, with which it has entered into a servicing relationship with respect
to the Mortgage Loans cause such party, in each case, to agree to the foregoing indemnification and contribution obligations.
This Section 11.12 shall survive the termination of this Agreement or the earlier resignation or removal of either
Master Servicer, either Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator.


 


Section 11.13     Amendments. This Article XI may be amended with the written consent of the parties hereto pursuant to Section 13.01
for purposes of complying with Regulation AB and/or to conform to standards developed within the CMBS market and the
Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmation with respect
to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), or the consent of any Certificateholder, notwithstanding
anything to the contrary contained in this Agreement; provided that the reports and certificates required to be prepared
pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall not be eliminated without Rating Agency
Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, without a confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25). For the avoidance
of doubt, any amendment to this Article XI affecting a Serviced Companion Loan shall be subject to Section 13.01(k).


 


Section 11.14  
 Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicers,
the Special Servicers, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian
or the Trustee, as the case may be, to the Depositor pursuant to this Article XI may be delivered via


 



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email (and additionally
delivered via phone or telecopy), notwithstanding the provisions of Section 13.05, to cts.sec.notifications@wellsfargo.com.


 


Section 11.15  
  Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of the
Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master Servicer
and the applicable Special Servicer shall use commercially reasonable efforts to cause any sub-servicer appointed with respect
to any Serviced Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee
of such Mortgage Loan Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller
(or such permitted transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply
with Regulation AB (a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to
comply with Regulation AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such
Mortgage Loan Seller reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(2), (c)(3), (c)(4),
(c)(5), (c)(6) and (e) of Item 1108 of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide
such other information as may be reasonably necessary to comply with the requirements of Regulation AB. Each of the Trustee, the
Certificate Administrator, either Master Servicer and either Special Servicer understands that such information may be included
in the offering material related to a Regulation AB Companion Loan Securitization and agrees to (i) negotiate in good faith
an agreement (subject to the final sentence of this sub-section) to indemnify and hold the related depositor and underwriters
involved in the offering of the related commercial mortgage pass through certificates harmless for any costs, liabilities, fees
and expenses (for the avoidance of doubt, including reasonable attorneys’ fees and expenses and expenses relating to the
enforcement of such indemnity) incurred by the depositor or such underwriters as a result of any material misstatements or omissions
or alleged material misstatements or omissions in any such offering material to the extent that such material misstatement or
omission was made in reliance upon any such information provided by the Trustee (where such information pertains to the Trustee
individually and not to any specific aspect of the Trustee’s duties or obligations under this Agreement), the Certificate
Administrator (where such information pertains to the Certificate Administrator individually and not to any specific aspect of
the Certificate Administrator’s duties or obligations under this Agreement), the applicable Master Servicer (where such
information pertains to the applicable Master Servicer individually and not to any specific aspect of the applicable Master Servicer’s
duties or obligations under this Agreement) and the applicable Special Servicer (where such information pertains to the applicable
Special Servicer individually and not to any specific aspect of the applicable Special Servicer’s duties or obligations
under this Agreement), as applicable, to such depositor, underwriters or Mortgage Loan Seller (or permitted transferee) as required
by this Section 11.15(a) and (ii) deliver such securities law opinion(s) of counsel, certifications and/or indemnification
agreement(s) (to the extent the cost thereof is paid by the related Mortgage Loan Seller) with respect to such information that
are substantially similar to those delivered with respect to the offering material for this securitization by the applicable Master
Servicer or the applicable Special Servicer, Trustee and Certificate Administrator, as the case may be, or their respective counsel,
in connection with the information concerning such party in the offering material related to a Regulation AB Companion Loan Securitization.
Notwithstanding the foregoing, to the extent that the information provided by the Trustee, the Certificate Administrator, the
applicable Master Servicer or the applicable Special


 



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Servicer, as the case may be, for inclusion in the offering materials related
to such Regulation AB Companion Loan Securitization is substantially and materially similar to the information provided by such
party with respect to the offering materials related to this transaction, subject to any required changes due to any amendments
to Regulation AB or any changes in the interpretation of Regulation AB or changes in factual circumstances, such party shall be
deemed to be in compliance with this Section 11.15(a). Any indemnification agreement executed by the Trustee, the
Certificate Administrator, the applicable Master Servicer or the applicable Special Servicer in connection with the Regulation
AB Companion Loan Securitization shall be substantially similar to the related indemnification agreement executed in connection
with this Agreement. It shall be a condition precedent to any party’s obligations otherwise set forth above and/or elsewhere
in Article XI that the applicable Mortgage Loan Seller (or permitted transferee) shall have (a) provided reasonable
advance notice (and, in any event, not less than ten (10) Business Days) of the exercise of its rights hereunder and (b) paid,
or entered into reasonable agreement to cause to be paid, the reasonable out-of-pocket expenses (including reasonable
fees and expenses of counsel) incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion of counsel
or indemnification agreement.


 


(b)          Each of the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master
Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of
the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other
Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing
Date, as reflected on Exhibit S), cooperate with the depositor, trustee, certificate administrator, master servicer or
special servicer for any Regulation AB Companion Loan Securitization in preparing each Form 10-D, Form ABS-EE and Form 10-K required
to be filed by such Regulation AB Companion Loan Securitization (until January 30 of the first year in which the trustee or other
applicable party for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect
to the related trust) and shall provide to such depositor, trustee, certificate administrator or master servicer within the time
period set forth in the Other Pooling and Servicing Agreement (so long as such time period is no earlier than the time periods
set forth herein) for such Regulation AB Companion Loan Securitization such information relating to a Serviced Securitized Companion
Loan as may be reasonably necessary for the depositor, trustee, certificate administrator and master servicer of the Regulation
AB Companion Loan Securitization to comply with the reporting requirements of Regulation AB and the Exchange Act; provided,
however, that any parties to any Regulation AB Companion Loan Securitization shall consult with the Trustee, the Certificate
Administrator, the applicable Master Servicer and the applicable Special Servicer (and the applicable Master Servicer shall consult
with any sub-servicer appointed by it with respect to the related Serviced Whole Loan), and the Trustee, the Certificate Administrator,
such Master Servicer and such Special Servicer shall cooperate with such parties in respect of establishing the time periods for
preparation of the Form 10-D and Form ABS-EE reports in the documentation for such Regulation AB Companion Loan Securitization.
Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the applicable Master Servicer or the
applicable Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation
requirements imposed on such party in Article XI of this Agreement (other than this


 



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Section 11.15) with
respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(b) with
respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions
of this Section 11.15(b).


 


(c)          Each of the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master
Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of
the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other
Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing
Date, as reflected on Exhibit S), provide the depositor, trustee or certificate administrator, as applicable, under a Regulation
AB Companion Loan Securitization (until January 30 of the first year in which the trustee or certificate administrator, as applicable,
for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to the related
trust) information with respect to any event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized
Companion Loan within two (2) Business Days after the occurrence of such event of which it has knowledge. Notwithstanding the
foregoing, to the extent the Trustee, the Certificate Administrator, either Master Servicer or either Special Servicer, as the
case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party in
Article XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting
and attestation requirements contemplated in this Section 11.15(c) with respect to such Regulation AB Companion Loan
Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(c).


 


(d)          On or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual
report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not required
to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed),
each of the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master
Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to (provided that (a) such party has received notice of
the occurrence of the related Regulation AB Companion Loan Securitization, or (b) such party is also a party to the related Other
Pooling and Servicing Agreement, or (c) the applicable Regulation AB Companion Loan Securitization closed prior to the Closing
Date, as reflected on Exhibit S), provide, with respect to itself, to the depositor, trustee or certificate administrator,
as applicable, under such Regulation AB Companion Loan Securitization, to the extent required pursuant to Item 1122 of Regulation
AB, (i) a report on an assessment of compliance with the servicing criteria to the extent required pursuant to Item 1122(a)
of Regulation AB, (ii) a registered accounting firm’s attestation report on such Person’s assessment of compliance
with the applicable servicing criteria to the extent required pursuant to Item 1122(b) of Regulation AB and (iii) such other
information as may be required pursuant to Item 1122(c) of Regulation AB. Notwithstanding the foregoing, to the extent the applicable
Master Servicer or the applicable Special Servicer, as the case may be, complies in all material


 



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respects with the timing, reporting
and attestation requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15)
with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(d)
with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions
of this Section 11.15(d).


 


(e)          On or before March 1st of each year during which a Regulation AB Companion Loan Securitization is required to file an annual
report on Form 10-K (and not in respect of any year in which such Regulation AB Companion Loan Securitization is not required
to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed),
each of the Trustee, the Certificate Administrator, the Master Servicers and the Special Servicers shall, and the applicable Master
Servicer and the applicable Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant
appointed with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation
AB, deliver, with respect to itself, to the depositor, trustee and certificate administrator under such Regulation AB Companion
Loan Securitization (provided that (a) such party has received notice of the occurrence of the related Regulation AB Companion
Loan Securitization, or (b) such party is also a party to the related Other Pooling and Servicing Agreement, or (c) the applicable
Regulation AB Companion Loan Securitization closed prior to the Closing Date, as reflected on Exhibit S), under such Regulation
AB Companion Loan Securitization a servicer compliance statement signed by an authorized officer of such Person that satisfies
the requirements of Item 1123 of Regulation AB. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator,
the applicable Master Servicer or the applicable Special Servicer, as the case may be, complies in all material respects with
the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than
this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in
this Section 11.15(e) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed
to be in compliance with the provisions of this Section 11.15(e).


 


(f)           Each of the Trustee, the Certificate Administrator, the applicable Master Servicer and the applicable Special Servicer shall use
commercially reasonable efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such
indemnity limited to each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted
transferee), depositor, sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan
Securitization harmless for any costs, liabilities, fees and expenses (for the avoidance of doubt, including reasonable attorneys’
fees and expenses and expenses relating to the enforcement of such indemnity) incurred by such Mortgage Loan Seller, depositor,
sponsor(s), trustee, certificate administrator or master servicer as a result of any failure by the Servicing Function Participant
to comply with the reporting requirements to the extent applicable set forth under Sections 11.15(b), (c),
(d) or (e) above.


 


Any
subservicing agreement related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer
to provide to the applicable Master Servicer or the applicable Special Servicer, as applicable, information, reports, statements
and certificates with respect to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements
or certificates required to be provided by the applicable


 



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Master Servicer or the applicable Special Servicer pursuant to this
Section 11.15, even if such Sub-Servicer is not otherwise required to provide such information, reports or certificates
to any Person in order to comply with Regulation AB. Such information, reports or certificates shall be provided to the applicable
Master Servicer or the applicable Special Servicer, as the case may be, no later than two (2) Business Days prior to the date
on which the applicable Master Servicer or the applicable Special Servicer, as the case may be, is required to deliver its comparable
information, reports, statements or certificates pursuant to this Section 11.15.


 


(g)          With respect to any Mortgaged Property that secures a Serviced Pari Passu Companion Loan that the applicable Other Depositor has
notified the applicable Master Servicer and the applicable Special Servicer in writing is a “significant obligor”
(within the meaning of Item 1101(k) of Regulation AB) (together with notification of the relevant Distribution Date)
with respect to an Other Securitization that includes such Serviced Companion Loan, to the extent that the applicable Master Servicer
or the applicable Special Servicer, as the case may be, is in receipt of the updated financial statements of such “significant
obligor” for any calendar quarter (other than the fourth (4th) calendar quarter of any calendar year) from the Mortgagor,
beginning with the first calendar quarter in which such notice from the Other Depositor was received, or the updated financial
statements of such “significant obligor” for any calendar year, beginning for the calendar year in which such notice
from the Other Depositor was received, as applicable, the applicable Master Servicer or the applicable Special Servicer, as the
case may be, shall deliver to the Other Depositor, on or prior to the day that occurs two (2) Business Days prior to the related
Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business Days prior to the
related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant
Obligor NOI Yearly Filing Deadline, as applicable, the financial statements of such “significant obligor”, together
with the net operating income of such “significant obligor” for the applicable period as calculated by the applicable
Master Servicer (or as calculated by the applicable Special Servicer and provided to the applicable Master Servicer solely in
the case of any related Specially Serviced Loan or as calculated by the applicable Special Servicer with respect to any Serviced
REO Property and provided by the applicable Special Servicer to the applicable Master Servicer) in accordance with CREFC®
guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Day prior to the related Significant
Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, such financial statements of the “significant obligor”, together with the net operating
income of such “significant obligor” for the applicable period as reported by the related Mortgagor in such financial
statements (or as reported by the related Mortgagor to the applicable Special Servicer and provided by the applicable Special
Servicer to the applicable Master Servicer solely in the case of any related Specially Serviced Loan or as reported by the applicable
Special Servicer with respect to the Serviced REO Property and provided by the applicable Special Servicer to the applicable Master
Servicer).


 


If
the applicable Master Servicer or the applicable Special Servicer, as the case may be, does not receive such financial information
satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of such
“significant obligor” within ten (10) Business Days after the date such financial information is required to be


 



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delivered
under the related Mortgage Loan documents, the applicable Master Servicer or the applicable Special Servicer, as the case may
be, shall notify the Other Depositor with respect to such Other Securitization that includes the related Serviced Pari Passu Companion
Loan (and shall cause each applicable Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor
that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to notify such Other
Depositor) that it has not received such financial information. The applicable Master Servicer (in the case of Non-Specially Serviced
Loans) or the applicable Special Servicer (in the case of Specially Serviced Loans) shall use efforts consistent with the Servicing
Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act)
to obtain the periodic financial statements required to be delivered by the related Mortgagor under the related Mortgage Loan
documents.


 


The
applicable Master Servicer (with respect to Non-Specially Serviced Loans) and the applicable Special Servicer (with respect to
Specially Serviced Loans) shall (and shall cause each applicable Sub-Servicing Agreement entered into after receipt of written
notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer
to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related
to any such “significant obligor” (identified to it as such by the Other Depositor in accordance with the second preceding
paragraph) to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date
in which a Form 10-D or Form 10-K, as applicable, is required to be filed with respect to the Other Securitization, shall forward
an Officer’s Certificate evidencing its attempts to obtain this information to the Other Exchange Act Reporting Party and
Other Depositor related to such Other Securitization; provided, however, the applicable Special Servicer shall provide
such Officer’s Certificate to the applicable Master Servicer and the applicable Master Servicer shall forward such Officer’s
Certificate to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization. This Officer’s
Certificate should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other
Pooling and Servicing Agreement.


 


(h)          If any Other Securitization includes a Serviced Companion Loan and is subject to the reporting requirements of the Exchange Act,
then the obligations of the parties hereto set forth in this Article XI with respect such Other Securitization shall
remain in full force and effect notwithstanding that the Trust may cease to be subject to the reporting requirements of the Exchange
Act.


 


Section 11.16    
Certain Matters Regarding Significant Obligors. As of the Closing Date, with respect to the Trust, there is no “significant
obligor” within the meaning of Item 1101(k) of Regulation AB (“Significant Obligor”).


 


Section 11.17  
  Impact of Cure Period. For the avoidance of doubt, none of the Master Servicers or the Special Servicers shall be subject
to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of the
grace period applicable to such party’s obligations under this Article XI as provided for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period provided for in this
Article XI; provided that if any such party fails to comply with the


 



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delivery requirements of this Article XI by the expiration of any applicable grace period such failure shall constitute a Servicer Termination Event. None of the Master
Servicers or the Special Servicers shall be subject to a Servicer Termination Event pursuant to clause (iii) of the
definition thereof prior to the expiration of the grace period applicable to such party’s obligations under this Article XI as provided for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement,
for failing to deliver any item required under this Article XI by the time required hereunder with respect to any
reporting period for which the Trust (or any trust in a related Other Securitization) is not required to file Exchange Act reports.


 


[End
of Article XI]


 


Article XII



THE ASSET REPRESENTATIONS REVIEWER


 


Section 12.01    
Asset Review.


 


(a)          On or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status Report and/or the CREFC®
Loan Periodic Update File delivered by the applicable Master Servicer for such Distribution Date, the Certificate Administrator
shall determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate
Administrator shall promptly provide notice to all Certificateholders and each other party to this Agreement. Any notice required
to be delivered to the Certificateholders pursuant to this Article XII shall be delivered by the Certificate Administrator
by posting such notice on the Certificate Administrator’s Website, by mailing such notice to the Certificateholders’
addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository
in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the reporting
period in which the Asset Review Trigger occurred the following statement describing the events that caused the Asset Review Trigger
to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below are sixty (60) or more days delinquent
and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.”. On each Distribution Date
occurring after providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it
by the applicable Master Servicer or the applicable Special Servicer, as the case may be, 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 RR within two (2) Business Days to the applicable Master Servicer, the applicable Special Servicer,
the Operating Advisor and the Asset Representations Reviewer.


 


If
Certificateholders (other than Holders of the RR Interest) evidencing not less than 5% of the Voting Rights of the Certificates
deliver to the Certificate Administrator, within ninety (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 


 



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to all Certificateholders (with a copy to the
Asset Representations Reviewer) and conduct a solicitation of votes in accordance with Section 5.10 to authorize an
Asset Review. Upon the affirmative vote to authorize an Asset Review by Holders of Certificates evidencing at least (i) a majority
of those Certificateholders who cast votes and (ii) a majority of an Asset Review Quorum within one hundred fifty (150) days of
receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator
shall promptly provide written notice thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the
Directing Certificateholder, the Risk Retention Consultation Party and the other Certificateholders (the “Asset Review
Notice”). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure
Data Room by providing the Certificate Administrator with a certification substantially in the form attached hereto as Exhibit QQ (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate
Administrator’s Website). Upon receipt of such certification, the Certificate Administrator shall promptly (and in any case
within two (2) Business Days after such receipt) grant the Asset Representations Reviewer access to the Secure Data Room. In the
event an Affirmative Asset Review Vote has not occurred within such one hundred fifty (150) day period following the receipt of
the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations
Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has become a
Delinquent Loan after the expiration of such one hundred fifty (150) day period, (B) a new Asset Review Trigger has occurred
as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has timely received any
Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B) in this sentence
and (D) an Affirmative Asset Review Vote has occurred within one hundred fifty (150) days after the Asset Review Vote Election
described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative
Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately
preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with
administering such vote will be paid as an expense of the Trust from the applicable Collection Account. The Certificate Administrator
shall be entitled to administer any vote in connection with the foregoing through an agent.


 


(b)          (i) Upon receipt of an Asset Review Notice, the Custodian (with respect to clauses (1) - (5) below for all
Mortgage Loans), the applicable Master Servicer (with respect to clauses (6) and (7) below for Non-Specially
Serviced Loans) and the applicable Special Servicer (with respect to clauses (6) and (7) below for Specially
Serviced Loans), in each case to the extent in such party’s possession, shall promptly, but in no event later than ten (10)
Business Days, provide the following materials in electronic format to the Asset Representations Reviewer (collectively, with
the Diligence Files posted on the Secure Data Room by the Certificate Administrator pursuant to Section 4.08, a copy
of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review
Materials”):


 


(1)          a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 






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(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 clause (1) or clause (2) above;


 


(4)          a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)          a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review;


 


(6)          a
copy of any notice previously delivered by the applicable Master Servicer or the applicable Special Servicer, as applicable, of
any alleged defect or breach with respect to any Delinquent Loan; and


 


(7)
        any other related documents that were entered into or delivered in connection with the origination of the related Mortgage Loan
that the Asset Representations Reviewer has determined are necessary in connection with its completion of any Asset Review and
that are requested by the Asset Representations Reviewer, in the time frames and as otherwise described in clause (ii)
hereof.


 


(ii)          In addition, in the event that, as part of an Asset Review of a Mortgage Loan, the Asset Representations Reviewer determines it
is missing any document that is required to be part of the Review Materials for such Mortgage Loan and that is necessary in connection
with its completion of the Asset Review, the Asset Representations Reviewer shall promptly, but in no event later than ten (10)
Business Days after receipt of the Review Materials, notify the applicable Master Servicer (with respect to Non-Specially Serviced
Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing document(s),
and request that the applicable Master Servicer or the applicable Special Servicer, as the case may be, promptly, but in no event
later than ten (10) Business Days after receipt of notification from the Asset Representations Reviewer, deliver to the Asset
Representations Reviewer such missing document(s) to the extent 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 13.05 of this Agreement. In the event any missing documents are not provided
by the applicable Master Servicer or the applicable Special Servicer, as the case may be, within such ten (10) Business Day period,
the Asset Representations Reviewer shall request such documents from the related Mortgage Loan Seller; provided that the
Mortgage Loan Seller is required under the related Mortgage Loan Purchase Agreement


 



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to deliver such missing document only to the
extent such document is in the possession of such party but in any event excluding any documents that contain information that
is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications
(and, if such documents are not in its possession, solely with respect to any Mortgage Loan sold by such Mortgage Loan Seller
that is a Non-Serviced Mortgage Loan, Mortgage Loan Seller shall be required to make a request under the applicable Non-Serviced
PSA for any such documents that are not in its possession). In the event any missing documents with respect to a Non-Serviced
Mortgage Loan are not provided by the Mortgage Loan Seller, the Asset Representations Reviewer shall request such documents from
the parties to the related Non-Serviced PSA, to the extent that the Asset Representations Reviewer is entitled to request such
documents under such Non-Serviced PSA.


 


(iii)         The Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a
Person that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information
can be independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined
by the Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant
to this Section 12.01 (any such information, “Unsolicited Information”).


 


(iv)         Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File 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 shall perform an Asset Review with respect to each representation and warranty
made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the procedures set forth on Exhibit PP (each such procedure, a “Test”); provided, that the Asset Representations Reviewer may, but is under
no obligation to, modify any Test and/or associated Review Materials described in Exhibit PP if, and only to the extent,
the Asset Representations Reviewer determines pursuant to the Asset Review Standard that it is necessary to modify such Test and/or
such associated Review Materials in order to facilitate its Asset Review in accordance with the Asset Review Standard. Once an
Asset Review of a Mortgage Loan is completed, no further Asset Review shall be required in respect of, or performed on, such Mortgage
Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent Loan or again become a Delinquent Loan at a time
when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence of such
new Asset Review Trigger.


 


(v)          No Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall
not be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.


 






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(vi)         The Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent
investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively
rely on such Review Materials.


 


(vii)        The Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within fifty-six (56)
days after the date on which access to the Secure Data Room is provided. In the event that the Asset Representations Reviewer
determines that the Review Materials are insufficient to complete a Test and such missing documentation is not delivered to the
Asset Representations Reviewer by the related Mortgage Loan Seller, the applicable Master Servicer (with respect to Non-Specially
Serviced Loans) or the applicable Special Servicer (with respect to Specially Serviced Loans) to the extent in the possession
of the applicable Master Servicer or applicable Special Servicer, as applicable, within ten (10) Business Days following the request
by the Asset Representations Reviewer to the applicable Master Servicer, the applicable Special Servicer or the related Mortgage
Loan Seller, as the case may be, as described in Section 12.01(b)(ii), the Asset Representations Reviewer shall list
such missing documents in such preliminary report setting forth the preliminary results of the application of the Tests and the
reasons why such missing documents are necessary to complete a Test and (if the Asset Representations Reviewer has so concluded)
that the absence of such documents will be deemed to be a failure of such Test. The Asset Representations Reviewer shall provide
such preliminary report to the applicable Master Servicer (only with respect to Non-Specially Serviced Loans), the applicable
Special Servicer (with respect to Specially Serviced Loans) and the related Mortgage Loan Seller. If the preliminary report indicates
that any of the representations and warranties fails or is deemed to fail any Test, the related Mortgage Loan Seller shall have
ninety (90) days (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any documents or explanations
to support the related Mortgage Loan Seller’s claim that the representation and warranty has not failed a Test or that any
missing information or documents in the Review Materials are not required to complete a Test shall be sent by such Mortgage Loan
Seller to the Asset Representations Reviewer. For avoidance of doubt, the Asset Representations Reviewer shall not be required
to prepare a preliminary report in the event the Asset Representations Reviewer determines that there is no Test failure with
respect to the related Mortgage Loan.


 


(viii)       The Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Secure Data Room is provided
to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days after the expiration of the
Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report
setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there
is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s
findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”)
to each party to this Agreement, the related Mortgage Loan Seller for each Delinquent Loan, the Directing Certificateholder and
(ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset
Review Report Summary”)


 



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to the Trustee and the Certificate Administrator. The period of time by which the Asset Review
Report must be completed and delivered may be extended by up to an additional thirty (30) days, upon written notice to the parties
to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset
Review Standard that such additional time is required due to the characteristics of the Mortgage Loan and/or the Mortgaged Property
or Mortgaged Properties. In no event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material
Defect, or whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller, which, in each
case, shall be a responsibility of the applicable Enforcing Servicer pursuant to Section 2.03(k) of this Agreement.


 


(ix)         In addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the
applicable Master Servicer (with respect to Non-Specially Serviced Loans), the applicable Special Servicer (with respect to Specially
Serviced Loans) or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete
its Asset Review and deliver an Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report
solely based on the documentation received by the Asset Representations Reviewer with respect to the related Delinquent Loan,
and the Asset Representations Reviewer shall have no responsibility to independently obtain any such documentation from any party
to this Agreement or otherwise.


 


(x)          Within thirty (30) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Master Servicer (with respect
to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall determine whether at
that time, based on the Servicing Standard, there exists a Material Defect with respect to such Mortgage Loan. If the Master Servicer
(with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) determines that
a Material Defect exists, the Master Servicer or the Special Servicer, as applicable, shall enforce the obligations of the applicable
Mortgage Loan Seller with respect to such Material Defect in accordance with Section 2.03(b).


 


(c)          The Asset Representations Reviewer and its affiliates shall keep confidential any information appropriately labeled as “Privileged
Information” received from any party to this Agreement or any Sponsor (including, without limitation, in connection with
the review of the Mortgage Loans) and not disclose such Privileged Information to any Person (including Certificateholders), other
than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties
to this Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged
Information Exception. Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer
with a notice stating that such information is Privileged Information shall not disclose such Privileged Information to any Person
without the prior written consent of the applicable Special Servicer other than pursuant to a Privileged Information Exception.


 


(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


 



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subcontractors are consistent with the provisions of this Section 12.01; provided that
no agent or subcontractor may (i) be affiliated with any Mortgage Loan Seller, either Master Servicer, either Special Servicer,
the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates
or (ii) have been paid any fees, compensation or other remuneration by an Underwriter, a Master Servicer, a Special Servicer,
the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates
in connection with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding
the foregoing sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were
performing its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement
with any agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor,
and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


Section 12.02    
Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability.


 


(a)          The Asset Representations Reviewer shall be paid a fee of $5,000 (the “Asset Representations Reviewer Upfront Fee”)
on the Closing Date. As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid
a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage
Loans and shall be equal to the product of a rate equal to 0.00020% per annum (the “Asset Representations Reviewer
Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage
Loan, but not any Companion Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


 


(b)          As compensation for the performance of its duties hereunder, with respect to an individual Asset Review Trigger and the Mortgage
Loans that are Delinquent Loans and are subject to an Asset Review, upon the completion of any Asset Review with respect to an
individual Asset Review Trigger, the Asset Representations Reviewer shall be paid a fee equal to (a) in the case of a Delinquent
Loan that is not an NCB Co-op Mortgage Loan (such a Delinquent Loan, a “Subject Loan”), the sum of (i) $16,000,
plus (ii) $1,600 per Mortgaged Property relating to the Subject Loan in excess of one Mortgaged Property per Subject Loan,
plus (iii) $2,100 per Mortgaged Property relating to the Subject Loan subject to a ground lease, plus (iv) $1,100 per Mortgaged
Property relating to the Subject Loan subject to a franchise agreement, hotel management agreement or hotel license agreement,
subject, in the case of each of clauses (i) through (iv), to adjustments on the basis of the year-end “Consumer Price Index
for All Urban Consumers” as published by the U.S. Department of Labor, or other similar index if the Consumer Price Index
for All Urban Consumers is no longer calculated for the year of the Closing Date and for the year of the occurrence of the Asset
Review, and (b) in the case of a Delinquent Loan that is an NCB Co-op Mortgage Loan, $10,000 (any such fee, the “Asset


 



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Representations Reviewer Asset Review Fee”). The Asset Representations Reviewer Asset Review Fee with respect to each
Delinquent Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) shall
be paid by the related Mortgage Loan Seller; provided, however, that if the related Mortgage Loan Seller is insolvent
or fails to pay such amount within ninety (90) days of written invoice therefor by the Asset Representations Reviewer, such
fee shall be paid by the Trust following delivery by the Asset Representations Reviewer of a certification to the applicable Master
Servicer that the requirements for payment set forth in this Section 12.02(b) have been met. The Asset Representations
Reviewer shall not deliver any such certificate unless it has invoiced payment of such amount and otherwise met the requirements
for payment set forth in this Section 12.02(b), including receipt of evidence of such insolvency or failure to pay
such amount. A Mortgage Loan Seller shall be deemed to have failed to pay such amount hereunder ninety (90) days after delivery
by the Asset Representations Reviewer of an itemized invoice to such Mortgage Loan Seller by registered mail or overnight courier
to the address listed in this Agreement for such Mortgage Loan Seller, or to such other address as shall be provided by such Mortgage
Loan Seller for delivery of notices in accordance with this Agreement, or ninety (90) days following attempted delivery of such
invoice by registered mail or overnight courier and reasonable follow -up by telephone or e-mail. Notwithstanding any payment
of such fee by the Trust to the Asset Representations Reviewer, such fee will remain an obligation of the related Mortgage Loan
Seller and the Enforcing Servicer shall pursue remedies against such Mortgage Loan Seller to recover any such amounts to the extent
paid by the Trust.


 


(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 Mortgage Loan that was the subject of a completed Asset Review that is repurchased or substituted
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 12.02(b).


 


(d)          The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


Section 12.03    
Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and be discharged from
its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency. Upon
such notice of resignation, the Depositor shall promptly appoint a successor asset representations reviewer that is an Eligible
Asset Representations Reviewer. If no successor asset representations reviewer shall have been so appointed and have accepted
appointment within thirty (30) days after the giving of such notice of resignation, the resigning Asset Representations Reviewer
may petition any court of competent jurisdiction for the appointment of a successor asset representations reviewer that is an
Eligible Asset Representations Reviewer. The Asset Representations Reviewer will bear all reasonable costs and expenses of each
party hereto and each Rating Agency in connection with its resignation.


 


Section 12.04    
Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates
shall make any investment in any Class of Certificates; provided, however, that such prohibition shall not apply
to (i) riskless principal


 



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transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments
by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement
from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel
from gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access
to such Affiliate’s information regarding its investment activities.


 


Section 12.05    
Termination of the Asset Representations Reviewer.


 


(a)          An “Asset Representations Reviewer Termination Event” means any one of the following events whether it shall
be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental body:


 


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


 


(ii)          any failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard
in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written notice
of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)         any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue
unremedied for a period of thirty (30) days after the date written notice of such failure, requiring the same to be remedied,
is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iv)         a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall


 



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have been entered against the Asset Representations Reviewer, and such decree
or order shall have remained in force undischarged or unstayed for a period of sixty (60) days;


 


(v)          the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation
committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings
of or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)         the Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon
receipt by the Certificate Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination
Event, the Certificate Administrator shall promptly provide written notice to all Certificateholders (which shall be simultaneously
delivered to the Asset Representations Reviewer) in accordance with the notice distribution procedures described in Section 12.01(a),
unless the Certificate Administrator has received written notice that such Asset Representations Reviewer Termination Event has
been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each and every such case, so long
as such Asset Representations Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii) upon
the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (without regard to the application
of any Cumulative Appraisal Reduction Amounts), shall, terminate all of the rights and obligations of the Asset Representations
Reviewer under this Agreement, other than rights and obligations accrued prior to such termination (including the right to receive
all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring
prior to such termination), by notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is
required to bear all reasonable costs and expenses of itself and of each other party to this Agreement in connection with its
termination due to an Asset Representations Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor
and each Mortgage Loan Seller shall have the right, but not the obligation, to notify the Certificate Administrator and the Trustee
of any Asset Representations Reviewer Termination Event of which it becomes aware.


 


(b)          Upon (i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (without regard
to the application of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the
Asset Representations Reviewer and to all Certificateholders by (i) posting such notice on its internet website, and (ii) mailing
such notice to all Certificateholders at their addresses appearing in the Certificate Register and to the Asset Representations
Reviewer. Upon the written direction of Holders of Certificates evidencing at


 



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least 75% of a Certificateholder Quorum (without
regard to the application of any Cumulative Appraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations
of the Asset Representations Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date
of such termination and other than indemnification rights arising out of events occurring prior to such termination) by notice
in writing to the Asset Representations Reviewer and appoint the proposed successor. As between the Asset Representations Reviewer,
on the one hand, and the Certificateholders, on the other, the 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
Certificates evidencing at least 75% of a Certificateholder Quorum (without regard to the application of any Cumulative Appraisal
Reduction Amounts) elect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset
representations reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)          On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than thirty
(30) days after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or
(2) the Trustee delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint
a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written
notice of the appointment of an Asset Representations Reviewer to the Master Servicers, the Special Servicers, the Operating Advisor,
the Certificate Administrator, the Directing Certificateholder and each Certificateholder within one Business Day of such appointment.


 


The
Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify
the Master Servicers, the Special Servicers, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing
Certificateholder of such disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee
shall appoint a successor asset representations reviewer subject to and in accordance with this Section 12.05. Notwithstanding
the foregoing, if the Trustee is unable to find a successor asset representations reviewer within thirty (30) days of the
termination of the Asset Representations Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not
be liable for any failure to identify and appoint a successor asset representations reviewer so long as the Trustee uses commercially
reasonable efforts to conduct a search for a successor asset representations reviewer and such failure is not a result of the
Trustee’s negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


(d)          Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicers, the Master Servicers, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the


 



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Certificateholders), the Operating Advisor,
the Mortgage Loan Sellers, the Depositor, each Rating Agency, and, prior to the occurrence and continuance of a Consultation Termination
Event and the Directing Certificateholder. 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).


 


[End
of Article XII]


 


Article XIII



MISCELLANEOUS PROVISIONS


 


Section 13.01    
Amendment. (a) This Agreement may be amended from time to time by the parties hereto, without the consent of any of
the Certificateholders or the Companion Holders:


 


(i)           to correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)          to cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement
or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein or
to correct any error;


 


(iii)         to change the timing and/or nature of deposits in the Collection Accounts, the Distribution Accounts or any REO Account; provided
that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of an RR Interest), as evidenced in writing by an Opinion of Counsel at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
amendment;


 


(iv)         to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any
Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust or any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest) or Companion
Holder;


 






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(v)          to modify, eliminate or add to the provisions of Section 5.03(o) or any other provision hereof restricting transfer
of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an
Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject
to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)         to revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder (including,
for the avoidance of doubt, any Holder of an RR Interest) or any holder of a Serviced Pari Passu Companion Loan not consenting
to such revision or addition, as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment
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 3.25);


 


(vii)        to amend or supplement any provision hereof to the extent necessary to maintain the then-current 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 3.25); provided that such amendment or supplement shall not adversely affect
in any material respect the interests of any Certificateholder (including, for the avoidance of doubt, any Holder of an RR Interest)
not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the applicable Master Servicer, the Trustee and, for
so long as a Control Termination Event has not occurred and is not continuing and with respect to the Mortgage Loans other than
any Excluded Loan as to the Directing Certificateholder or the Holder of the majority of the Controlling Class, the Directing
Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry
standard, (b) such modification does not cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail
to qualify as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in


 



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the downgrade, withdrawal or
qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
Section 3.25);


 


(ix)         to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders (including, for
the avoidance of doubt, any Holders of the RR Interest), 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 the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to
the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) and the Certificate Administrator shall
post such notice to the Certificate Administrator’s Website;


 


(x)          to modify, eliminate or add to any of its provisions to such extent as will be necessary to comply with the requirements for use
of Form SF-3 in registered offerings to the extent provided in C.F.R. 239.45(b)(1)(ii), (iii) or (iv); or


 


(xi)         to modify, eliminate or add to any of its provisions in the event the Risk Retention Rules or any other regulations applicable
to the foreign or domestic risk retention requirements for this securitization transaction are amended or repealed in whole or
in part, to the extent required to comply with any such amendment or, to the extent applicable, to modify or eliminate the affected
provision(s) related to the risk retention requirements in the event of such repeal.


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement
or the obligations or rights of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any
rights of any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller or
(B) may materially and adversely affect the holder of a Companion Loan without such Companion Holder’s consent.


 


(b)          This Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of
each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests
constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 


(i)           reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 






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(ii)          reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)         adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)         change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations or rights of any Mortgage
Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third
party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)          amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any Serviced Companion Loan Securities, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor Agreement,
the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)          Notwithstanding the foregoing, none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate
Administrator, the Depositor, the Master Servicers nor the Special Servicers shall consent to any amendment hereto without having
first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder and
that such amendment or the exercise of any power granted to the applicable Master Servicer, the applicable Special Servicer, the
Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other
specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund
or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a
grantor trust under the relevant provisions of the Code. Furthermore, no amendment to this Agreement may be made that changes
any provision specifically required to be included in this Agreement by an Intercreditor Agreement related to a Companion Loan
without, in each case, the consent of the holder of the related Companion Loan(s).


 


(d)          No later than the effective date of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same
to the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post
a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c),
as applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment
together with a copy of such amendment in electronic format to each Certificateholder and each Serviced Companion Noteholder,
the


 



    -467-


     


    

 


Depositor, each Other Depositor, each Other Certificate Administrator, the Master Servicers, the Special Servicers, the Underwriters
and the Rating Agencies.


 


(e)          It shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Certificate Administrator may prescribe.


 


(f)           The Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)          The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or Section 13.01(c) and
the cost of any amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if either
Master Servicer, the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights
and interests of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a)
or Section 13.01(c) shall be payable out of the Collection Accounts.


 


(h)          The Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to
any class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25).


 


(i)           To the extent the Operating Advisor, the Trustee, the Certificate Administrator, the applicable Master Servicer, the applicable
Special Servicer, the Asset Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c)
in connection with executing any amendment to this Agreement, such party shall be deemed not to have acted negligently in
connection with entering into such amendment for purposes of availing itself of any indemnity provided to such party under this
Agreement.


 


(j)           Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this
Section 13.01, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled
to the same Voting Rights with respect to matters described above as they would if any other Person held such Certificates, so
long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)          This Agreement may not be amended without the consent of any holder of a Companion Loan if such amendment would materially and
adversely affect the rights of such Companion Holder hereunder.


 






    -468-


     


    

 


(l)           In addition, if one but not all of the Mortgage Notes evidencing a Joint Mortgage Loan is repurchased by the applicable Mortgage
Loan Sellers, this Agreement may be amended by the parties hereto (at the expense of the party requesting such amendment (or,
if the applicable Master Servicer or applicable Special Servicer is requesting such amendment in connection with the fulfillment
of its duties under this Agreement, at the expense of the Trust)), without the consent of any Certificateholder, to add or modify
provisions relating to the applicable Repurchased Note for purposes of the servicing and administration of such Repurchased Note
provided that the amendment shall not adversely affect in any material respect the interests of the Certificateholders, as evidenced
by a Rating Agency Confirmation from each Rating Agency (obtained at the expense of the Repurchasing Mortgage Loan Seller) with
respect to such amendment (or, if no such Rating Agency Confirmation is actually received, by an Opinion of Counsel to such effect).
Prior to the effectiveness of such amendment, if one but not all of the Mortgage Notes with respect to a Joint Mortgage Loan is
repurchased, the terms of Section 3.30 shall govern the servicing and administration of such Joint Mortgage Loan.


 


Section 13.02    
Recordation of Agreement; Counterparts. (a) To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by
the applicable Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld), but only upon
direction accompanied by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders.


 


(b)          For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may
be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this
Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 


(c)          The Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of
the fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 


Section 13.03    
Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the
rights, obligations and liabilities of the parties hereto or any of them.


 


(b)          No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control
the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in


 



    -469-


     


    

 


the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by
the parties to this Agreement pursuant to any provision hereof.


 


(c)          No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding
in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan, or with respect
to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such
Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default, and of the continuance
thereof, as herein before provided, or of the need to institute such suit, action or proceeding on behalf of the Trust and unless
also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing not less than 25% of
the related Percentage Interests in such Class shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity reasonably satisfactory
to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty
(60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused to institute
any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers vested in
it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction
of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and expressly
covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates to affect, disturb
or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this
Agreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable and common benefit of
all Certificateholders. For the protection and enforcement of the provisions of this Section 13.03(c), each and every
Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section 13.04    
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE
ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 






    -470-


     


    

 


EACH
OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE
FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN
ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW;
AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR
NOTICES HEREUNDER.


 


THE
PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 13.05    
Notices. (a) Any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly
provided herein, shall be deemed to have been duly given if personally delivered at or couriered, sent by facsimile transmission
(other than with respect to the Mortgage Loan Sellers) or mailed by registered mail, postage prepaid (except for notices to the
Mortgage Loan Sellers, the Master Servicer the Certificate Administrator and the Trustee which shall be deemed to have been duly
given only when received), to:


 


In
the case of the Depositor:


 


Banc
of America Merrill Lynch Commercial Mortgage Inc.

One Bryant Park


NY-100-11-07

New York, New York 10036

Attention: Leland F. Bunch, III

Facsimile: (646) 855-5044


 


with
a copy to:



W. Todd Stillerman, Esq.

Associate General Counsel & Director

Bank of America Legal Department

214 North Tryon Street, 17th Floor, NC1-027-17-05

Charlotte, North Carolina 28255

Facsimile: (404) 736-2127


 






    -471-


     


    

 


and
with a copy to:


 


Cadwalader,
Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: Henry A. LaBrun, Esq.

Facsimile: (704) 348-5200


 


In
the case of the General Master Servicer:


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing


 


Three
Wells Fargo

401 South Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202

Attention: BANK 2019-BNK24 Asset Manager

Facsimile number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com


 


with
a copy to:


 


K&L
Gates LLP


Hearst
Tower


214
North Tryon Street


Charlotte,
North Carolina 28202


Attention:
Stacy G. Ackermann


Reference:
BANK 2019-BNK24


 


In
the case of the NCB Master Servicer:


 


National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number: (703) 647-3473

Email: kluzik@ncb.coop


 


with
a copy to:


 


National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Karyn Mann, Senior Vice President

Facsimile number: (703) 647-3479

Email: kmann@ncb.coop


 






    -472-


     


    

 


In
the case of the General Special Servicer:


 


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division
Head


Facsimile:
(888) 706-3565


Email:
NoticeAdmin@midlandls.com (with a copy to AskMidland@midlandls.com, solely with respect to notices under Section 3.13
and Section 13.10)


 


with
a copy to:


 


Stinson
LLP


1201
Walnut Street


Suite
2900


Kansas
City, Missouri 64106-2150


Fax
Number: (816) 412-9338


Attention:
Kenda K. Tomes


Email:
kenda.tomes@stinson.com


 


In
the case of the NCB Special Servicer:


 


National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number: (703) 647-3473


Email:
kluzik@ncb.coop


 


with
a copy to:


 


National
Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Karyn Mann, Senior Vice President

Facsimile number: (703) 647-3479

Email: kmann@ncb.coop


 


In
the case of the Directing Certificateholder:


 


Eightfold
Real Estate Capital, L.P.


1111
Lincoln Road, Suite 802


Miami
Beach, Florida 33139


Attention:
Brian Tageson


Email:
btageson@eightfoldcapital.com


 






    -473-


     


    

 


In
the case of the Risk Retention Consultation Party:


 


Bank
of America, National Association

One Bryant Park


NY-100-11-07

New York, New York 10036

Attention: Leland F. Bunch, III

Facsimile: (646) 855-5044


 


with
a copy to:



W. Todd Stillerman, Esq.

Associate General Counsel & Director

Bank of America Legal Department

214 North Tryon Street, 17th Floor, NC1-027-17-05

Charlotte, North Carolina 28255

Facsimile: (404) 736-2127


 


and
with a copy to:


 


Cadwalader,
Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: Henry A. LaBrun, Esq.

Facsimile: (704) 348-5200


 


In
the case of the Trustee:


 


Wilmington
Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee BANK 2019-BNK24


 


with
a copy to:


 


CMBSTrustee@wilmingtontrust.com

Facsimile No.: (302) 636-4140


 


In
the case of the Certificate Administrator:


 


Wells
Fargo Bank, National Association


9062
Old Annapolis Road


Columbia,
Maryland 21045


Attention:
Corporate Trust Services (CMBS) – BANK 2019-BNK24


 






    -474-


     


    

 


with
a copy to:


 


cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


 


In
the case of the Custodian:


 


Wells
Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group BANK 2019-BNK24


 


with
a copy to:


 


cmbscustody@wellsfargo.com


 


in
the case of a surrender, transfer or exchange other than with respect to the RR Interest:


 


Wells
Fargo Bank, National Association


600
South 4th Street


7th
Floor, MAC 9300-070


Minneapolis,
Minnesota 55479


Attention:
CTS – Certificate Transfer Services – BANK 2019-BNK24


 


In
the case of the release or transfer of the RR Interest:


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – BANK 2019-BNK24


 


with
a copy to:


 


riskretentioncustody@wellsfargo.com



 


in
the case of a surrender, transfer or exchange other than with respect to the RR Interest:


 


Wells
Fargo Bank, National Association

600 South 4th Street

7th Floor, MAC 9300-070

Minneapolis, Minnesota 55479

Attention: Certificate Transfer Services – BANK 2019-BNK24


 






    -475-


     


    

 


In
the case of the Mortgage Loan Sellers:


 


		1.	Morgan
                                         Stanley Mortgage Capital Holdings LLC

                                         1585 Broadway

                                         New York, New York 10036

                                         Attention: Jane Lam



 


with
copies to:


 


Morgan
Stanley Mortgage Capital Holdings LLC

1633 Broadway, 29th Floor

New York, New York 10019

Attention: Legal Compliance Division


 


and


 


cmbs_notices@morganstanley.com


 


		2.	Bank
                                         of America, National Association

                                         One Bryant Park





NY-100-11-07

New York, New York 10036

Attention: Director of CMBS Securitizations

Email: leland.f.bunch@bofa.com


 


with
copies to:


 


W.
Todd Stillerman

Associate General Counsel & Director

Bank of America Legal Department

214 North Tryon Street, 17th Floor

NC1-027-17-05

Charlotte, North Carolina 28255

Email: todd.stillerman@bofa.com


 


and


 


Cadwalader,
Wickersham & Taft LLP

227 West Trade Street

Charlotte, North Carolina 28202

Attention: Henry A. LaBrun, Esq.

Facsimile: (704) 348-5200


 


		3.	Wells
                                         Fargo Bank, National Association

                                         301 South College St.

                                         Charlotte, North Carolina 28288

                                         Attention: BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24



 






    -476-


     


    

 


with
a copy to:


 


Troy B.
Stoddard, Esq., Senior Counsel


Wells
Fargo Legal Department


D1086-341,
550 South Tryon Street


34th
Floor


Charlotte,
North Carolina 28202


 


and
a copy to:


 


Jacqueline
M. Gelman

Wells Fargo Bank, National Association

10 South Wacker Drive, 32nd Floor

Chicago IL 60606

Telephone number: (312) 827-1531

Email: jacqueline.m.gelman@wellsfargo.com


 


		4.	National
                                         Cooperative Bank, N.A.

                                         2011 Crystal Drive, Suite 800

                                         Arlington, Virginia 22202

                                         Attention: Kathleen Luzik, Chief Operating Officer

                                         Facsimile number (703) 647-3473

                                         Email: kluzik@ncb.coop

                                         

                                         with a copy to:

                                         

                                         National Cooperative Bank, N.A.

                                         2011 Crystal Drive, Suite 800

                                         Arlington, Virginia 22202

                                         Attention: Karyn Mann, Senior Vice President

                                         Facsimile number: (703) 647-3479

                                         Email: kmann@ncb.coop



 


In
the case of the Operating Advisor and the Asset Representations Reviewer:


 


Park
Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BANK 2019-BNK24-Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


 


In
the case of any mezzanine lender or Companion Loan Holder:


 


The
address set forth in the related Intercreditor Agreement.


 


To
each such Person, such other address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class,
postage


 



    -477-


     


    

 


prepaid, to the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed
in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)          Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address
listed below, promptly following the occurrence thereof. The applicable Master Servicer or the applicable Special Servicer, as
the case may be, the Certificate Administrator, and Trustee also shall furnish such other information regarding the Trust as may
be reasonably requested by the Rating Agencies to the extent such party has or can obtain such information without unreasonable
effort or expense; provided, however, that such other information is first provided to the 17g-5 Information
Provider in accordance with the procedures set forth in Section 3.13(c); provided, further, that the
17g-5 Information Provider shall not disclose which Rating Agency has requested such information. Notwithstanding the foregoing,
the failure to deliver such notices or copies shall not constitute a Servicer Termination Event, as the case may be, under this
Agreement. Any confirmation of the rating by the Rating Agencies required hereunder shall be in writing.


 


Any
notices to the Rating Agencies shall be sent to the following addresses:


 


DBRS,
Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492


Email:
cmbs.surveillance@dbrs.com


 


Fitch
Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


S&P
Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: CMBS_Info_17g5@spglobal.com


 


Section 13.06    
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall
be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability
of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 






    -478-


     


    

 


Section 13.07  
  Grant of a Security Interest. The Depositor intends that the conveyance of the Conveyed Property 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, to and under
the Conveyed Property and all proceeds thereof, in each case, whether now owned or existing or hereafter acquired or arising,
and (ii) this Agreement shall constitute a security agreement under applicable law. The Depositor shall file or cause to
be filed, as a precautionary filing, a UCC Financing Statement in all appropriate locations in the State of Delaware promptly
following the initial issuance of the Certificates, and the Certificate Administrator shall, at the expense of the Depositor (to
the extent reasonable), prepare and file continuation statements with respect thereto, in each case in the six-month period prior
to every fifth anniversary of the date of the initial UCC Financing Statement. The Depositor shall cooperate in a reasonable manner
with the Certificate Administrator in the preparation and filing of such continuation statement. This Section 13.07
shall constitute notice to the Certificate Administrator and the Trustee pursuant to any of the requirements of the applicable
UCC.


 


Section 13.08  
  Successors and Assigns; Third Party Beneficiaries. (a) The provisions of this Agreement shall be binding upon and
inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the
benefit of the Certificateholders. Each Mortgage Loan Seller (and its respective agents), each Companion Holder (and its respective
agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization, each Other Exchange Act Reporting
Party (with respect to its rights under Article XI of this Agreement) and each Initial Purchaser is an intended third-party
beneficiary to this Agreement in respect of the respective rights afforded it hereunder. No other person, including, without limitation,
any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim under this Agreement. If one, but not all,
of the Mortgage Notes evidencing any Joint Mortgage Loan is repurchased, the applicable Repurchasing Mortgage Loan Seller shall
be a third-party beneficiary of this Agreement to the same extent as if it were a holder of a Serviced Pari Passu Companion Loan,
as contemplated by Section 3.30 hereof.


 


(b)          Each Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder.
Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions
herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any
provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)          Each of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced
Depositor, Non-Serviced Certificate Administrator and any Non-Serviced Trust holding a related Non-Serviced Companion
Loan, shall be a third-party beneficiary to this Agreement in respect to its rights as specifically provided for herein and under
the applicable Non-Serviced Intercreditor Agreement.


 






    -479-


     


    

 


(d)          Subject to Section 2.03(k), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting Certificateholder
shall be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k)
through Section 2.03(o).


 


Section 13.09  
  Article and Section Headings. The article and section headings herein are for convenience of reference only, and shall
not limit or otherwise affect the meaning hereof.


 


Section 13.10  
  Notices to the Rating Agencies. (a) The Certificate Administrator shall use reasonable efforts promptly to provide
notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
(and the related 17g-5 information provider for any class of Serviced Companion Loan Securities to the extent applicable to
any Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(i)           any material change or amendment to this Agreement;


 


(ii)          the occurrence of a Servicer Termination Event that has not been cured;


 


(iii)         the resignation or termination of the Certificate Administrator, either Master Servicer, the Asset Representations Reviewer or
either Special Servicer; and


 


(iv)         the repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 5 of the related
Mortgage Loan Purchase Agreement.


 


(b)          The Master Servicers shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting
on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following
of which it has actual knowledge:


 


(i)           the resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)          any change in the location of the Collection Accounts;


 


(iii)         any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)         any change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)          any additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any
Mortgage Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5%
of the then-aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)         any material damage to any Mortgaged Property;


 






    -480-


     


    

 


(vii)        any assumption with respect to a Mortgage Loan; and


 


(viii)       any release or substitution of any Mortgaged Property.


 


(c)          The Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5
Information Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any
change in the location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 


(d)          The Trustee, the Certificate Administrator, either Master Servicer and either Special Servicer, as applicable, shall furnish to
the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
and thereafter to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent
applicable to any Serviced Whole Loan) with respect to each Serviced Mortgage Loan such information as any Rating Agency shall
reasonably request and which the Trustee, the Certificate Administrator, the Master Servicers or Special Servicers, can reasonably
provide in accordance with applicable law and without waiving any attorney-client privilege relating to such information or
violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator, either Master
Servicer and either Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to
such information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a party
to provide duplicative notices or copies to the Rating Agencies with respect to any of the above listed items. In connection with
the delivery by either Master Servicer or either Special Servicer to the 17g-5 Information Provider of any information, report,
notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify
such Master Servicer or such Special Servicer when such information, report, notice or document has been posted. The applicable
Master Servicer or the applicable Special Servicer, as the case may be, may, but shall not be obligated to, send such information,
report, notice or document to the applicable Rating Agency so long as such information, report, notice or document (i) was previously
provided to the 17g-5 Information Provider or (ii) is simultaneously provided, by 2:00 p.m. (New York City time) on any Business
Day, to the 17g-5 Information Provider.


 


Section 13.11  
PNC Bank, National Association. PNC Bank, National Association, by execution hereof by its division, Midland Loan Services,
a Division of PNC Bank, National Association, acknowledges and agrees that this Agreement is binding upon and enforceable against
PNC Bank, National Association to the full extent of the obligations set forth herein with respect to Midland Loan Services, a
Division of PNC Bank, National Association.


 


[End
of Article XIII]


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 






    -481-


     


    

 


IN WITNESS WHEREOF, the
parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized, in each case
as of the day and year first above written.


 





	 	BANC OF AMERICA MERRILL
    LYNCH COMMERCIAL MORTGAGE INC., 

Depositor 
	 	 	 
	 	By:	/s/
    Leland F. Bunch, III
	 	 	Name: Leland F. Bunch, III
	 	 	Title: Chief Executive Officer
    & President
	 	 	 
	 	WELLS FARGO BANK, NATIONAL
    ASSOCIATION, 

General Master Servicer
	 	 	 
	 	By:	/s/
    Amanda Perkins
	 	 	Name:  Amanda
    Perkins
	 	 	Title:  Vice
    President
	 	 	 
	 	NATIONAL COOPERATIVE BANK, N.A.,

                                              NCB Master Servicer

	 	 	 
	 	By:	/s/
    Karyn Mann
	 	 	Name:  Karyn Mann
	 	 	Title:  Senior Vice President
	 	 	 
	 	MIDLAND
    LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, 

General Special Servicer
	 	 	 
	 	By:	/s/
    David A. Eckels
	 	 	Name:  David A. Eckels
	 	 	Title:    Senior
    Vice President


 


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	 	NATIONAL COOPERATIVE BANK, N.A.,

                                              NCB Special Servicer

	 	 	 
	 	By:	/s/
    Karyn Mann
	 	 	Name:  Karyn
    Mann
	 	 	Title:  Senior
    Vice President
	 	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION,

                                              not
                                         in its individual capacity, but solely as Certificate Administrator

	 	 	 
	 	By:	/s/
    Anna M. Lopez
	 	 	Name:  Anna
    M. Lopez
	 	 	Title:    Vice
    President
	 	 	 
	 	WILMINGTON
                                         TRUST, NATIONAL ASSOCIATION,

                                              not
                                         in its individual capacity, but solely as Trustee

	 	 	 
	 	By:	/s/
    Dorri Costello
	 	 	Name:  Dorri
    Costello
	 	 	Title:    Vice
    President



 


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	 	PARK
    BRIDGE LENDER SERVICES LLC, 
	 	 	as Operating Advisor
	 	 	 
	 	By:	Park Bridge
    Advisors LLC
	 	 	 
	 	 	Its Sole
    Member
	 	 	 
	 	 	By:	Park Bridge Financial
    LLC
	 	 	 
	 	 	 	Its Sole Member
	 	 	 	 
	 	 	By:	/s/ Robert Spinna, Jr.
	 	 	 	Name: Robert Spinna, Jr.
	 	 	 	Title:
      Managing Member







	 	 	 
	 	PARK BRIDGE LENDER SERVICES
LLC, 
	 	 	as Asset Representations Reviewer
	 	 	 
	 	By:	Park Bridge
    Advisors LLC
	 	 	 
	 	 	Its Sole
    Member
	 	 	 
	 	 	By:	Park Bridge Financial
    LLC
	 	 	 
	 	 	 	Its Sole Member
	 	 	 	 
	 	 	By:	/s/ Robert Spinna, Jr.
	 	 	 	Name: Robert Spinna, Jr.
	 	 	 	Title:
      Managing Member


 





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	STATE
    OF nEW YORK	)	 	 
	 	)	ss.:	 
	COUNTY
    OF NEW YORK 	)	 	 


 


On the 11 day
of December, 2019, before me, a notary public in and for said State, personally appeared Leland F. Bunch, III known to me to
be the MD of Banc of America Merrill Lynch Commercial Mortgage Inc., that executed the within instrument, and also
known to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the
within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	/s/
    Nicholas Palma
	 	 	Notary Public


 





	[SEAL]
	 	
	 	 	 
	My commission expires:	 	 
	 	 	 
	 	 	 
	 	 	NICHOLAS PALMA

 Notary Public - State of New York

No. 01PA6188841
 Qualified in Nassau County

My Commission Expires June 16, 2020


 


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	STATE
    OF North Carolina  	)	 	 
	 	): ss. 		 
	COUNTY
    OF MECKLENBURG	)	 	 


 


On this  16 day of December, 2019,
personally appeared before me Amanda Perkins to me known (or proved to me on the basis of satisfactory evidence) to be a
Vice President of Wells Fargo Bank, National Association, a national banking association, that executed the within
and foregoing instrument, and acknowledged that said instrument to be the free and voluntary act and deed of said entity, for
the uses and purposes therein mentioned, and on oath stated that she was authorized to execute said instrument, and that by
her signature on the instrument the entity upon behalf of which she acted, executed the instrument.


 





	 	 	/s/ Erica L Smith
    	 
	 	 	Notary	 
	 	 	Name:	 


 





	

                                                                                
	 
    Erica L Smith	
	 	 NOTARY PUBLIC	 
	My Commission expires:	 mecklenburg
    county, nc	 
		My
    Commission Expires	 
		 07-20-2022	 



 





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ACKNOWLEDGEMENT


 





	COMMONWEATH OF VIGINIA 	)	 	 
	 	)	ss.:	 
	COUNTY
    OF ARLINGTON	)	 	 


 





On
the 10th day of December, 2019, before me, a notary public in and for said Commonwealth, personally appeared Karyn Mann known
to me to be a Senior Vice President of National Cooperative Bank, N.A., and also known to me to be the person who executed the
attached instrument on behalf of such national banking association, and acknowledged to me that such Senior Vice President executed
the within instrument.


  


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 
	Name: 	/s/
    Monica Y Fisher
	 	 	Notary
    Public in and for said County and State
	 	 	 
	 	 	Monica
    Y Fisher
	 	 	NOTARY
    PUBLIC
	 	 	Commonwealth
    of Virginia
	My
    Commission Expires:	 	 Reg.
    #7117298
	 	 	My
    Commission Expires
	7/31/2023	 	7/31/2023


 





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	STATE OF KANSAS 	)	 	 
	 	)	ss.:	 
	COUNTY
    OF JOHNSON	)	 	 


 





On
the 12th day of December 2019, before me, a notary public in and for said State, personally appeared David A. Eckels, known to
me to be a Senior Vice President of Midland Loan Services, a Division of PNC Bank, National Association, one of the entities that
executed the within instrument, and also known to me to be the person who executed it on behalf of such entity, and acknowledged
to me that such entity executed the within instrument.


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 NOTARY
    PUBLIC - State of Kansas		 
	 LAURA
    ESCALANTE	 	 /s/  Laura
    Escalante
	 My
    Appt. Expires 08/14/2021	 	Notary
    Public


 


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ACKNOWLEDGEMENT



 





	COMMONWEATH OF VIGINIA 	)	 	 
	 	)	ss.:	 
	COUNTY
    OF ARLINGTON	)	 	 


  


On
the 10th day of December, 2019, before me, a notary public in and for said Commonwealth, personally appeared Karyn Mann known
to me to be a Senior Vice President of National Cooperative Bank, N.A., and also known to me to be the person who executed the
attached instrument on behalf of such national banking association, and acknowledged to me that such Senior Vice President executed
the within instrument.



 


 


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 
	Name: 	/s/
    Monica Y Fisher
	 	 	Notary
    Public in and for said County and State
	 	 	 
	 	 	Monica
    Y Fisher
	 	 	NOTARY
    PUBLIC
	 	 	Commonwealth
    of Virginia
	My
    Commission Expires:	 	 Reg.
    #7117298
	 	 	My
    Commission Expires
	7/31/2023	 	7/31/2023


 


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	STATE OF MARYLAND	)	 	 
	 	)	ss.:	 
	COUNTY
    OF HOWARD	)	 	 


 





On
the 11th day of December, 2019, before me, a notary public in and for said State, personally appeared Anna M. Lopez known to me
to be a Vice President of Wells Fargo Bank, National Association, that executed the within instrument, and also known to me to
be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.


  


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	 	/s/
    Andrew Crews
	 	 	Notary
    Public
	 	 	 
	[SEAL]	 	ANDREW
    CREWS
	 	 	NOTARY
    PUBLIC
	My
    commission expires:	 	CECIL
    COUNTY, MD
	 	 	MY
    COMMISSION EXPIRES
	 	 	OCTOBER
    27, 2021


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	STATE OF DELAWARE	)	 	 
	 	)	ss.:	 
	COUNTY
    OF NEW CASTLE	)	 	 


 





On
the 12th day of December, 2019, before me, a notary public in and for said State, personally appeared Dorri Costello
known to me to be a Vice President of Wilmington Trust, National Association, that executed the within instrument, and also known
to me to be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.


  


IN WITNESS WHEREOF, I
have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 


	 	 	/s/
    Christina Bader
	 	 	Notary
    Public
	 	 	 
	[SEAL]	 	CHRISTINA
    BADER
	 	 	NOTARY
    PUBLIC
	My
    commission expires:	 	STATE
    OF DELAWARE
	 	 	MY
    COMMISSION EXPIRES
	 	 	MARCH 22, 2020


 


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	STATE OF NEW YORK	)	 	 
	 	)	ss:	 
	COUNTY
    OF NEW YORK	)	 	 


 


On this 12th day of December 2019, before me, the
undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally appeared Robert J. Spinna,
Jr., to me known who, by me duly sworn, did depose and acknowledge before me that he is a Managing Member of Park Bridge Financial
LLC, which is the sole member of Park Bridge Advisors LLC, which in turn is the sole member of Park Bridge Lender Services LLC,
the entity described in and that executed the foregoing instrument; and that he signed his name thereto under authority of said
entity and on behalf of such entity.


 


WITNESS my hand and
seal hereto affixed the day and year first above written.


 





	 	 	/s/ Niaja
    Williams Mowatt
	 	 	NOTARY
    PUBLIC in and for the 
	 	 	State
    of New York
	[SEAL]	 	 
	 	 	 
	My
    Commission expires:	3/31/20	 	 
	 	(Date)	 	 
	 	 	 
	 	NIAJA
    WILLIAMS MOWATT	 
	 	Notary
    Public - State of New York	 
	 	NO.
    01WI6184241	 
	 	Qualified
    In Suffolk County	 
	 	My
    Commission Expires 3/31/20	 


 


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EXHIBIT A-1


 


[FORM OF] CLASS [__] CERTIFICATE


 


BANK 2019-BNK24


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-BNK24, CLASS [__]


 


[FOR CLASSES X-D, X-F, X-G, X-H, D,
E, F, G AND H OFFERED PURSUANT TO REGULATION S:]1
[THIS CERTIFICATE IS A TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE FOR PURPOSES OF REGULATION S (“REGULATION S”)
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION
S BOOK-ENTRY CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING
AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S BOOK-ENTRY CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]


 


[FOR BOOK-ENTRY CERTIFICATES:]2
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


 


TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS


 

 



 


		1	Temporary Regulation S Book-Entry Certificate legend.



 


		2	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 



    A-1-1 


     


    

 


SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER, EITHER SPECIAL SERVICER, THE
TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION
PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


[FOR CLASSES A-1, A-SB, A-2, A-3, A-S,
B, C, D, E, F, G AND H:] [PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE
BALANCE SET FORTH BELOW.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR.]


 


[FOR CLASS X CERTIFICATES:] [THIS CERTIFICATE
HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTIONS OF PRINCIPAL. THE NOTIONAL AMOUNT OF THE CLASS OF CERTIFICATES
TO WHICH THIS CERTIFICATE BELONGS WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE
CLASSES OF PRINCIPAL BALANCE CERTIFICATES THAT COMPRISE ITS NOTIONAL AMOUNT. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THE NOTIONAL AMOUNT ON WHICH THE INTEREST
PAYABLE TO THE HOLDERS OF THIS CLASS OF CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT OF PRINCIPAL PAYMENTS AND LOSSES ON THE
MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.]


 



    A-1-2 


     


    

 


[FOR CLASSES X-D, X-F, X-G, X-H, D,
E, F, G AND H:] [THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,
AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER
THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER”, WITHIN THE MEANING OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM
THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION
THAT IS A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903
OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) TO INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN
THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR
ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL ACCREDITED INVESTORS”), AND (B) IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.]


 


[FOR CLASSES X-G, X-H, F, G AND H:]
[THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE
BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY
FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR
LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS
BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101,
AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON
IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II)
ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE
COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION,
HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION,


 



    A-1-3 


     


    

 


HOLDING AND DISPOSITION BY SUCH
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.]


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


[FOR SUBORDINATE CERTIFICATES (CLASS
A-S, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G AND CLASS H): THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES
OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]


 




    A-1-4 


     


    

 


	
        PASS-THROUGH RATE: [____]% per annum][FOR CLASS X-A,
        X-B, X-D, X-F, X-G OR X-H: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT][FOR CLASS A-S, B OR H: THE LESSER OF
        [_]% PER ANNUM AND THE WEIGHTED AVERAGE NET MORTGAGE RATE] [FOR CLASS C: THE WEIGHTED AVERAGE NET MORTGAGE RATE]

         

        INITIAL [CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THIS CERTIFICATE
        AS OF THE CLOSING DATE: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: DECEMBER 19, 2019

         

        FIRST DISTRIBUTION DATE:

        JANUARY 17, 2020

         

        APPROXIMATE AGGREGATE

[CERTIFICATE BALANCE][NOTIONAL AMOUNT] OF THE CLASS [__] CERTIFICATES

AS OF THE CLOSING DATE: $[_________]
	
        GENERAL MASTER SERVICER: 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL
SERVICER: 

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

         

        NCB MASTER SERVICER AND NCB SPECIAL SERVICER: NATIONAL COOPERATIVE
        BANK, N.A.

         

        TRUSTEE: 

        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
Advisor:  

        PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET REPRESENTATIONS
REVIEWER: 

        PARK BRIDGE LENDER SERVICES
        LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        COMMON CODE NO.: [            ]

         

        CERTIFICATE NO.: [_]-[_]

	 	 




    A-1-5 


     


    

 


CLASS [__]
CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Accounts, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Retained Certificate Gain-on-Sale Reserve Account,
the Excess Interest Distribution Account and the REO Accounts, formed and sold by


 


BANC OF
AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES:
CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [______]] is the registered owner of the interest evidenced by this Certificate in
the Class [__] Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of December 1,
2019 (the “Pooling and Servicing Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc.
(hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing
Agreement), the Trustee, the General Master Servicer, the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance or Notional Amount, as applicable, of the Class [__] Certificates. The Certificates
are designated as the BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24 and are issued in the classes
as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial
ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 



    A-1-6 


     


    

 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”). Each Holder of
this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate
in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and
other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and/or interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Pass-Through Rate specified above on the Certificate Balance or Notional Amount, as applicable,
of this Certificate immediately prior to each Distribution Date. Principal and/or interest allocated to this Certificate on any
Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed
on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Realized Losses and certain
other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner
set forth in the Pooling and Servicing Agreement. All Realized Losses on the Mortgage Loans allocated to any Class of Certificates
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Accounts and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and each Master Servicer (with respect to its Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments to the extent provided in the Pooling and Servicing Agreement. Interest or other investment
income earned on funds in the Collection Accounts will be paid to the Master Servicers as set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Accounts shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 



    A-1-7 


     


    

 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses or Retained Certificate
Realized Losses, as applicable, previously allocated to this Certificate) shall be made in like manner, but only upon presentment
and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six (6) months after the time specified in such
notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one (1) year after
the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly
or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of
their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Subject to the terms
of the Pooling and Servicing Agreement, the Class [__] Certificates will be issued in minimum denominations of [FOR REGISTERED
PRINCIPAL BALANCE CERTIFICATES (CLASS A-1, A-SB, A-2, A-3, A-S, B AND C): $10,000][FOR NON-REGISTERED PRINCIPAL BALANCE CERTIFICATES:
CLASS D, E, F, G AND H: $100,000][FOR CLASS X CERTIFICATES: $1,000,000], and in integral multiples of $1 in excess


 



    A-1-8 


     


    

 


thereof, with
one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of
such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the
Holders of Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate
Percentage Interests constituting the Class. Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


The Holder of the majority
of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at their option, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and
the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph
of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate Administrator and
the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance
of the Mortgage Loans


 



    A-1-9 


     


    

 


(solely for the purposes of this calculation, if such right is being exercised after December 2029 and the
Park Tower at Transbay Mortgage Loan is still an asset of the Trust Fund, then such Mortgage Loan shall be excluded from the aggregate
Cut-off Date Balance of the Mortgage Loans and the aggregate Stated Principal Balance of the Mortgage Loans as of the related determination
date).


 


Following the date on
which the Class A-1, Class A-SB, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D and Class
E Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class V Certificates, Class R Certificates and RR Interest)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicers, to exchange all of its Certificates (other than the Class V Certificates,
Class R Certificates and RR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-1-10 


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 


	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 
	 	By:	 
	 	 	Name:

Title:


 


Dated: December 19, 2019


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS [__] CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 
	 	By:	 
	 	 	Name:

Title:


 




    A-1-11 


     


    

  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-1-12 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 



    A-1-13 


     


    

 


[TO BE ATTACHED TO
GLOBAL CERTIFICATES]


 


SCHEDULE OF EXCHANGES
OF GLOBAL CERTIFICATES


 


The following exchanges
of a part of this Global Certificate have been made:


 




    A-1-14 


     


    

 


EXHIBIT A-2


 


[FORM OF] CLASS R CERTIFICATE


 


BANK 2019-BNK24


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-BNK24, CLASS R


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER, EITHER SPECIAL SERVICER, THE
TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION
PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A
PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE


 



    A-2-1 


     


    

 


FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR
PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING
THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS “RESIDUAL
INTERESTS” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2)
AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER,
AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN)
FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE
COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH
RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS
CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT
ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND
(F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED
TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS
SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS “NON-ECONOMIC
RESIDUAL INTERESTS” AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE
MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH


 



    A-2-2 


     


    

 


TRANSFERS WILL
NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 




    A-2-3 


     


    

	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: [_]%

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: DECEMBER 19, 2019

         

        FIRST DISTRIBUTION DATE:

JANUARY 17, 2020
	
        GENERAL MASTER SERVICER: 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL
SERVICER: 

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

         

        NCB MASTER SERVICER AND NCB SPECIAL SERVICER: NATIONAL COOPERATIVE
        BANK, N.A.

         

        TRUSTEE: 

        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
Advisor:  

        PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET REPRESENTATIONS
REVIEWER: 

        PARK BRIDGE LENDER SERVICES
        LLC

         

        CUSIP NO.: [            ]

         

        ISIN NO.: [            ]

         

        CERTIFICATE NO.: R-[_]




 



    A-2-4 


     


    

 


CLASS
R CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Accounts, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Retained Certificate Gain-on-Sale Reserve Account,
the Excess Interest Distribution Account and the REO Accounts, formed and sold by


 


BANC OF
AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC.


 


THIS CERTIFIES THAT [____________________]
is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by the Trust created pursuant
to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term
includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the General Master Servicer, the General
Special Servicer, the NCB Master Servicer, the NCB Special Servicer, the Certificate Administrator, the Operating Advisor and the
Asset Representations Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set
forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in
the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing the Percentage Interest in the Class of Certificates specified on the face
hereof. The Certificates are designated as the BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24
and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Class R Certificate
represents a “residual interest” in two “real estate mortgage investment conduits”, as those terms are
defined, respectively, in Sections 860G(a)(1) and 860D


 



    A-2-5 


     


    

 


of the Internal Revenue Code of 1986, as amended (the “Code”).
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of,
this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise
taxes and other taxes imposed on or measured by income. The Certificate Administrator shall be designated as the “partnership
representative” within the meaning of Section 6223 of the Code of each Trust REMIC. By their acceptance thereof, the Holders
of the Class R Certificates hereby agree to the designation of the Certificate Administrator as “partnership representative”
for the Trust REMICs.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to
the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Accounts and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and each Master Servicer (with respect to its Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments to the extent provided in the Pooling and Servicing Agreement. Interest or other investment
income earned on funds in the Collection Accounts will be paid to the Master Servicers as set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Accounts shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses or Retained Certificate
Realized Losses, as applicable, previously allocated to this Certificate) shall be made in like manner, but only upon presentment
and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.


 



    A-2-6 


     


    

 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six (6) months after the time specified in such
notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one (1) year after
the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly
or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of
their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Each Person who has or
who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions. The rights of each Person acquiring any Ownership Interest in
a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership Interest
in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person)
(an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person,
an “ERISA Prohibited Holder”) or a Disqualified Non-U.S. Tax Person and shall promptly notify the Certificate
Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee
to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit
in substantially the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”)
of the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee
historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands
that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of cash flows generated by the residual
interest, (3) the proposed transferee intends to pay


 



    A-2-7 


     


    

 


taxes associated with holding the Residual Ownership Interest as they become
due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a
foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee
or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that
does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted
Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee,
and (6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of Section 5.03(o) of the Pooling
and Servicing Agreement and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement
from the proposed transferor substantially in the form attached as Exhibit D-2 (the “Transferor Letter”), that
the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge
or reason to know that the proposed transferee’s statements in its Transferee Affidavit are false.


 


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the
Holders of Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate
Percentage Interests constituting the Class. Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 



    A-2-8 


     


    

 


The Holder of the majority
of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at their option, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and
the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph
of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate Administrator and
the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance
of the Mortgage Loans (solely for the purposes of this calculation, if such right is being exercised after December 2029 and the
Park Tower at Transbay Mortgage Loan is still an asset of the Trust Fund, then such Mortgage Loan shall be excluded from the aggregate
Cut-off Date Balance of the Mortgage Loans and the aggregate Stated Principal Balance of the Mortgage Loans as of the related determination
date).


 


Following the date on
which the Class A-1, Class A-SB, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D and Class
E Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class V Certificates, Class R Certificates and RR Interest)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicers, to exchange all of its Certificates (other than the Class V Certificates,
Class R Certificates and RR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and


 



    A-2-9 


     


    

 


Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-2-10 


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 


	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 
	 	By:	 
	 	 	Name:

Title:


  


Dated: December 19, 2019


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 
	 	By:	 
	 	 	Name:

Title:


 




    A-2-11 


     


    
  


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  









 



    A-2-12 


     


    







 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.



 



    A-2-13 


     


    


 


EXHIBIT A-3


 


[FORM OF] CLASS V CERTIFICATE


 


BANK
2019-BNK24


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-BNK24, CLASS V


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER, EITHER SPECIAL SERVICER, THE
TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION
PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3)
OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS
ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL
ACCREDITED INVESTORS”), AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE


 






    A-3-1


     


    

 


FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN (INCLUDING AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN OR PLANS AND THE APPLICATION OF
DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE
THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS AN UNDIVIDED beneficial
INTEREST IN A PORTION OF THE EXCESS INTEREST GRANTOR TRUST ASSETS.


 


EACH PURCHASER OF THIS CERTIFICATE SHALL BE REQUIRED TO DELIVER
AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.


 






    A-3-2


     


    




 





	
        PERCENTAGE
        INTEREST EVIDENCED BY THIS CERTIFICATE: [_]%

         

        DATE OF
        POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2019

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: DECEMBER 19, 2019

         

        FIRST DISTRIBUTION
        DATE: 

        JANUARY 17, 2020

         
	
        GENERAL
        MASTER SERVICER: 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL SERVICER: MIDLAND LOAN SERVICES, A DIVISION
        OF PNC BANK, NATIONAL ASSOCIATION

         

        NCB MASTER SERVICER AND NCB SPECIAL SERVICER: NATIONAL COOPERATIVE
        BANK, N.A.

         

        TRUSTEE:
        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
        ADVISOR: 

        PARK BRIDGE LENDER SERVICES LLC

         

        ASSET REPRESENTATIONS
        REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP NO.:
        [               ]

         

        ISIN NO.:
        [               ]

         

        CERTIFICATE
NO.: V-[_]




 







    A-3-3


     


    

 


CLASS
V CERTIFICATE


 


evidencing a beneficial ownership interest in a Trust Fund,
consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections
in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s
rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage
Loans and such amounts as shall from time to time be held in the Collection Accounts, the Distribution Accounts, the Interest Reserve
Account, the Gain-on-Sale Reserve Account, the Retained Certificate Gain-on-Sale Reserve Account, the Excess Interest Distribution
Account and the REO Accounts, formed and sold by


 


BANC OF
AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC.


 


THIS CERTIFIES THAT [____________________] is the registered
owner of the interest evidenced by this Certificate in the Class V Certificates issued by the Trust created pursuant to the Pooling
and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”), between Banc
of America Merrill Lynch Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the General Master Servicer, the General Special Servicer, the
NCB Master Servicer, the NCB Special Servicer, the Certificate Administrator, the Operating Advisor and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing the Percentage Interest in the Class of Certificates specified on the face hereof.
The Certificates are designated as the BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24 and are
issued in the classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate
100% of the beneficial ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents an undivided beneficial
interest in a portion of the Excess Interest Grantor Trust Assets. Each Holder of this Certificate, by acceptance hereof,


 






    A-3-4


     


    

 


agrees
to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for
purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest
represented by this Certificate) of the Excess Interest then distributable, if any, allocable to the Class of Certificates of the
same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.
All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts.


 


This Certificate is limited
in right of payment to, among other things, Excess Interest actually collected on the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Accounts and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and each Master Servicer (with respect to its Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments to the extent provided in the Pooling and Servicing Agreement. Interest or other investment
income earned on funds in the Collection Accounts will be paid to the Master Servicers as set forth in the Pooling and Servicing
Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Accounts shall be made from time
to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions
at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate
(determined without regard to any possible future reimbursement of Realized Losses or Retained Certificate Realized Losses, as
applicable, previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of
this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders
of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six (6) months after the time specified in such
notice, the Certificate


 






    A-3-5


     


    

 


Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one (1) year after
the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly
or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of
their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


The Class V Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the
Holders of Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate
Percentage Interests


 






    A-3-6


     


    

 


constituting the Class. Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


The Holder of the majority
of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at their option, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and
the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph
of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate Administrator and
the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund only on or after the first Distribution Date on which the aggregate Stated Principal Balances
of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance
of the Mortgage Loans (solely for the purposes of this calculation, if such right is being exercised after December 2029 and the
Park Tower at Transbay Mortgage Loan is still an asset of the Trust Fund, then such Mortgage Loan shall be excluded from the aggregate
Cut-off Date Balance of the Mortgage Loans and the aggregate Stated Principal Balance of the Mortgage Loans as of the related determination
date).


 


Following the date on
which the Class A-1, Class A-SB, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D and Class
E Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class V Certificates, Class R Certificates and RR Interest)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicers, to exchange all of its Certificates (other than the Class V Certificates,
Class R Certificates and RR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years


 






    A-3-7


     


    

 


from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-3-8


     


    

 





IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in
    its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:






 


		Dated:	December 19, 2019



 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS V CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	WELLS FARGO BANK, NATIONAL


ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:





 






    A-3-9


     


    

 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  




















 



    A-3-10


     


    




 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution: 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________. Statements
should be mailed to _________________________. This information is provided by assignee named above, or ______________________________,
as its agent.



 



    A-3-11


     


    




 











EXHIBIT A-4


 


[FORM OF] RR Interest


 


BANK 2019-BNK24


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2019-BNK24, RR INTEREST


 


[FOR BOOK-ENTRY CERTIFICATES ONLY AFTER
THE RR INTEREST TRANSFER RESTRICTION PERIOD:]3
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.


 


TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWERS, THE SPONSORS, EITHER MASTER SERVICER, EITHER SPECIAL SERVICER, THE
TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE RISK RETENTION CONSULTATION
PARTY, THE UNDERWRITERS, THE INITIAL PURCHASERS, THE MORTGAGE LOAN SELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING


 


 






 


		3	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



 






    A-4-1


     


    

 


AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF RETAINED CERTIFICATE REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE
RELATED MORTGAGE LOANS FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS
ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE RETAINED CERTIFICATE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE
CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER”, WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) TO INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3)
OR (7) OF REGULATION D UNDER THE SECURITIES ACT (“REGULATION D”) OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS
ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D (COLLECTIVELY, “INSTITUTIONAL
ACCREDITED INVESTORS”), AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. 


 






    A-4-2


     


    

 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN
OR PLANS AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR USING
THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT”
WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING
AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY
PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN
A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS (I) A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED AND (II) AN UNDIVIDED BENEFICIAL INTEREST IN A PORTION OF
THE EXCESS INTEREST GRANTOR TRUST ASSETS.


 






    A-4-3


     


    

 





	
        PASS-THROUGH RATE: THE WEIGHTED AVERAGE NET MORTGAGE RATE

         

        INITIAL CERTIFICATE BALANCE OF THIS CERTIFICATE AS OF THE CLOSING
        DATE: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF DECEMBER 1, 2019

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: DECEMBER 19, 2019

         

        FIRST DISTRIBUTION DATE:

        JANUARY 17, 2020

         

        APPROXIMATE AGGREGATE

        CERTIFICATE BALANCE OF THE RR INTEREST

        AS OF THE CLOSING DATE: $[_________]

         
	
        GENERAL MASTER SERVICER: 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        GENERAL SPECIAL
SERVICER: 

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

         

        NCB MASTER SERVICER AND NCB SPECIAL SERVICER: NATIONAL COOPERATIVE
        BANK, N.A.

         

        TRUSTEE: 

        WILMINGTON TRUST, NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR: 

        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        OPERATING
Advisor:  

        PARK BRIDGE LENDER SERVICES
        LLC

         

        ASSET REPRESENTATIONS
REVIEWER: 

        PARK BRIDGE LENDER SERVICES
        LLC

         

        CUSIP NO.: [______]

         

        CERTIFICATE NO.: RR-[_]




 






    A-4-4


     


    

 





RR INTEREST


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Accounts, the Distribution
Accounts, the Interest Reserve Account, the Retained Certificate Gain-on-Sale Reserve Account, the Retained Certificate Gain-on-Sale
Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by


 


BANC OF
AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE INC.


 


THIS CERTIFIES THAT [FOR BOOK-ENTRY CERTIFICATES
ONLY AFTER THE RR INTEREST TRANSFER RESTRICTION PERIOD: CEDE & CO.] [FOR DEFINITIVE CERTIFICATES: [MORGAN STANLEY BANK, N.A.][BANK
OF AMERICA, NATIONAL ASSOCIATION][WELLS FARGO BANK, NATIONAL ASSOCIATION]] is the registered owner of the interest evidenced by
this Certificate in the RR Interest issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of December
1, 2019 (the “Pooling and Servicing Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc.
(hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing
Agreement), the Trustee, the General Master Servicer, the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer,
the Certificate Administrator, the Operating Advisor and the Asset Representations Reviewer. A summary of certain of the pertinent
provisions of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the RR Interest. The Certificates are designated as the BANK 2019-BNK24, Commercial
Mortgage Pass-Through Certificates, Series 2019-BNK24 and are issued in the classes as specifically set forth in the Pooling and
Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust Fund.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue


 






    A-4-5


     


    

 


of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
(i) a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) an undivided
beneficial interest in a portion of the Excess Interest Grantor Trust Assets. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest (including Excess Interest)
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date at the Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to
each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal
to this Certificate’s pro rata share of the Retained Certificate Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Retained Certificate
Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Retained Certificate Realized Losses allocated to the RR Interest
will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans and Excess Interest
actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided
in the Pooling and Servicing Agreement, the Collection Accounts and the Distribution Accounts will be held on behalf of the Trustee
for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and each Master Servicer (with
respect to its Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized
to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments to the extent provided
in the Pooling and Servicing Agreement.


 






    A-4-6


     


    

 


Interest or other investment income earned on funds in the Collection Accounts will be
paid to the Master Servicers as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
withdrawals from the Collection Accounts shall be made from time to time for purposes other than distributions to Certificateholders,
such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses or Retained Certificate
Realized Losses, as applicable, previously allocated to this Certificate) shall be made in like manner, but only upon presentment
and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six (6) months after the time specified in such
notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one (1) year after
the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly
or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of
their Certificates as it shall deem appropriate, subject to applicable law with respect to escheatment of funds. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery
of such second notice to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable
to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with
the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 






    A-4-7


     


    

 


The RR Interest will
be issued in fully registered, certificated form in minimum denominations of $1, and in integral multiples of $0.01 in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance
of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers and the Certificate Registrar, and any agent of any of them, may treat
the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Trustee, the Certificate
Administrator, the Master Servicers, the Special Servicers, the Certificate Registrar, or any agent of any of them, shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations
of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the
Holders of Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate
Percentage Interests constituting the Class. Any such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement
also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates.


 


The Holder of the majority
of the Controlling Class, the Special Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Special Servicer, the Master Servicer servicing the greater principal balance of the Mortgage Loans as of that time, the
other Master Servicer or the Holders of the Class R Certificates, in that order of priority, may, at their option, elect to purchase
all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) and
the Trust’s portion of each REO Property remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph
of Section 9.01 in the Pooling and Servicing Agreement by giving written notice to the Trustee, the Certificate Administrator and
the other parties to the Pooling and Servicing Agreement no later than sixty (60) days prior to the anticipated date of purchase;
provided, however, that the Holders of the Controlling Class, either Special Servicer, either Master Servicer, or
the Holders of the Class R Certificates may so elect to purchase all of the Mortgage Loans and the Trust’s portion of each
REO Property remaining in the Trust Fund only on or after the first Distribution Date on which


 






    A-4-8


     


    

 


the aggregate Stated Principal Balances
of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate Cut-off Date Balance
of the Mortgage Loans (solely for the purposes of this calculation, if such right is being exercised after December 2029 and the
Park Tower at Transbay Mortgage Loan is still an asset of the Trust Fund, then such Mortgage Loan shall be excluded from the aggregate
Cut-off Date Balance of the Mortgage Loans and the aggregate Stated Principal Balance of the Mortgage Loans as of the related determination
date).


 


Following the date on
which the Class A-1, Class A-SB, Class A-2, Class A-3, Class A-S, Class B, Class C, Class D and Class
E Certificates are no longer outstanding (and provided that there is only one Holder (or multiple Holders acting in unanimity)
of the then-outstanding Certificates (other than the Class V Certificates, Class R Certificates and RR Interest)), the Sole Certificateholder
shall have the right, with the consent of the Master Servicers, to exchange all of its Certificates (other than the Class V Certificates,
Class R Certificates and RR Interest) together with the payment or deemed payment of the Termination Purchase Amount for all of
the Mortgage Loans and each REO Property remaining in the Trust Fund pursuant to the terms of the Pooling and Servicing Agreement.


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE
AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 






    A-4-9


     


    

 





 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in
    its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:





 


		Dated:	December 19, 2019





 








CERTIFICATE OF AUTHENTICATION


 


THIS IS A PART OF
THE RR INTEREST REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 


	 	WELLS FARGO BANK, NATIONAL


ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:





 



    A-4-10


     


    




 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants in	 
	 	 	 common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


 


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.











 



    A-4-11


     


    




 





DISTRIBUTION INSTRUCTIONS


 


The assignee should include
the following for purposes of distribution:


 


Distributions shall be
made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________
account number _______________ or, if mailed by check, to _______________________________________. Statements should be mailed
to _______________________________________________________________. This information is provided by assignee named above, or ______________________________,
as its agent.


 





 






    A-4-12


     


    

 


[TO BE ATTACHED TO
GLOBAL CERTIFICATES ONLY AFTER THE RR INTEREST TRANSFER RESTRICTION PERIOD]


 


SCHEDULE OF EXCHANGES
OF GLOBAL CERTIFICATES


 


The following exchanges
of a part of this Global Certificate have been made:


 






    A-4-13


     


    

 





EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


 






    


     


    

 














	BANK
    2019-BNK24	EXHIBIT
    B

    MORTGAGE LOAN SCHEDULE	 




 


	Loan ID	Mortgage

Loan Seller	Property Name 	Cut-off Date

Balance	Address 	City 	State 	Note Date	Maturity

 Date or ARD	Mortgage

Rate 	Original Term

to Maturity or ARD (mos.) 
	1	WFB;MSMCH	55 Hudson Yards	$100,000,000	550 West 34th Street	New York	NY	11/21/2019	12/6/2029	2.9500%	120
	2	BANA;WFB	Jackson Park	$100,000,000	28-10 Jackson Avenue, 28-40 Jackson Avenue, and 28-30 Jackson Avenue	Long Island City	NY	9/27/2019	10/10/2029	3.2500%	120
	3	MSMCH	1412 Broadway	$100,000,000	1412 Broadway	New York	NY	11/25/2019	12/1/2029	3.6100%	120
	4	MSMCH	Bronx Multifamily Portfolio II	$77,000,000	 	 	 	11/22/2019	12/1/2029	3.7800%	120
	4.01	MSMCH	2781-2791 Grand Concourse	$12,200,000	2781-2791 Grand Concourse	Bronx	NY	 	 	 	 
	4.02	MSMCH	1224-1230 Teller Avenue	$11,800,000	1224-1230 Teller Avenue	Bronx	NY	 	 	 	 
	4.03	MSMCH	176 East 176th Street	$9,900,000	176 East 176th Street	Bronx	NY	 	 	 	 
	4.04	MSMCH	1210-1212 Sherman Avenue 	$9,150,000	1210-1212 Sherman Avenue 	Bronx	NY	 	 	 	 
	4.05	MSMCH	1916 Grand Concourse 	$8,400,000	1916 Grand Concourse 	Bronx	NY	 	 	 	 
	4.06	MSMCH	2103-2121 Grand Concourse 	$7,400,000	2103-2121 Grand Concourse 	Bronx	NY	 	 	 	 
	4.07	MSMCH	2735-2737 Marion Avenue	$6,800,000	2735-2737 Marion Avenue	Bronx	NY	 	 	 	 
	4.08	MSMCH	2773-2779 Briggs Avenue	$6,000,000	2773-2779 Briggs Avenue	Bronx	NY	 	 	 	 
	4.09	MSMCH	2805-2809 University Avenue 	$5,350,000	2805-2809 University Avenue 	Bronx	NY	 	 	 	 
	5	WFB	DoubleTree New Orleans	$74,000,000	300 Canal Street	New Orleans	LA	11/14/2019	12/11/2029	3.8330%	120
	6	BANA	Parklawn Building	$65,400,000	5600 Fishers Lane	Rockville	MD	10/25/2019	11/1/2029	3.3980%	120
	7	BANA	Austin Marriott Portfolio	$62,300,000	 	 	 	11/22/2019	12/1/2029	3.5400%	120
	7.01	BANA	Marriott Austin South	$27,354,642	4415 South IH 35	Austin	TX	 	 	 	 
	7.02	BANA	SpringHill Suites Austin South	$12,762,842	4501 South IH 35	Austin	TX	 	 	 	 
	7.03	BANA	Courtyard by Marriott Austin South	$11,816,457	4533 South IH 35	Austin	TX	 	 	 	 
	7.04	BANA	Residence Inn by Marriott Austin South	$6,820,266	4537 South IH 35	Austin	TX	 	 	 	 
	7.05	BANA	Fairfield Inn & Suites Austin South	$3,545,793	4525 South IH 35	Austin	TX	 	 	 	 
	8	WFB	Galleria 57	$52,000,000	115 East 57th Street	New York	NY	11/5/2019	11/11/2029	3.4650%	120
	9	BANA	Park Tower at Transbay	$50,000,000	250 Howard Street	San Francisco	CA	7/23/2019	8/1/2029	3.4500%	120
	10	BANA	West LA Multifamily Portfolio	$45,800,000	 	 	 	11/1/2019	11/1/2029	3.5280%	120
	10.01	BANA	Edinburgh Courtyard	$25,581,427	833 North Edinburgh Avenue	Los Angeles	CA	 	 	 	 
	10.02	BANA	Armacost Colony Apartments	$10,725,707	1234 Armacost Avenue	Los Angeles	CA	 	 	 	 
	10.03	BANA	Sherbourne Hall	$9,492,867	1240 South Sherbourne Drive	Los Angeles	CA	 	 	 	 
	11	BANA	Hampton Inn & Suites - John Wayne Airport 	$33,250,000	2192 Dupont Drive	Irvine	CA	11/21/2019	12/1/2029	3.5290%	120
	12	WFB	Giant Anchored Portfolio	$30,000,000	 	 	 	11/19/2019	12/6/2029	3.8700%	120
	12.01	WFB	Parkway Plaza	$5,721,649	235-295 Cumberland Parkway	Mechanicsburg	PA	 	 	 	 
	12.02	WFB	Aston Center	$4,948,454	3400 Concord Road	Aston	PA	 	 	 	 
	12.03	WFB	Spring Meadow	$4,917,526	2104 Van Reed Road	Reading	PA	 	 	 	 
	12.04	WFB	Scott Town Center	$4,268,041	1000 Scott Town Center	Bloomsburg	PA	 	 	 	 
	12.05	WFB	Creekside Market Place	$4,175,258	1880 Leithsville Road	Hellertown	PA	 	 	 	 
	12.06	WFB	Stonehedge Square	$3,463,918	944 Walnut Bottom Road	Carlisle	PA	 	 	 	 
	12.07	WFB	Ayr Town Center	$2,505,155	360 South 2nd Street	McConnellsburg	PA	 	 	 	 
	13	BANA	Baytown Multifamily Portfolio	$29,475,000	 	 	 	11/8/2019	12/1/2029	3.5650%	120
	13.01	BANA	Providence at Baytown	$10,875,000	1711 James Bowie Drive	Baytown	TX	 	 	 	 
	13.02	BANA	Bay Oaks Apartments	$9,600,000	1700 Bob Smith Road	Baytown	TX	 	 	 	 
	13.03	BANA	Marina Club	$9,000,000	1200 Missouri Street	Baytown	TX	 	 	 	 
	14	MSMCH	Hualapai Commons	$26,120,000	8911, 8951, 9705, 9765, 9775, 9785, 9795, 9801, 9901, 9911, 9921, 9931, 9941, and 9991 West Charleston Boulevard	Las Vegas	NV	11/22/2019	12/1/2029	3.4800%	120
	15	BANA	ILPT Industrial Portfolio	$25,080,000	 	 	 	10/21/2019	11/7/2029	2.653260%	120
	15.01	BANA	1800 Union Airpark Boulevard	$4,332,834	1800 Union Airpark Boulevard	Union	OH	 	 	 	 
	15.02	BANA	4237-4255 Anson Boulevard	$3,347,057	4237-4255 Anson Boulevard	Whitestown	IN	 	 	 	 
	15.03	BANA	5000 Commerce Way	$3,195,751	5000 Commerce Way	Petersburg	VA	 	 	 	 
	15.04	BANA	5142 & 5148 North Hanley Road	$2,828,951	5142 & 5148 North Hanley Road	St. Louis	MO	 	 	 	 
	15.05	BANA	945 Monument Drive	$2,347,525	945 Monument Drive	Lebanon	IN	 	 	 	 
	15.06	BANA	2801 Airwest Boulevard	$1,971,554	2801 Airwest Boulevard	Plainfield	IN	 	 	 	 
	15.07	BANA	20 Logistics Boulevard	$1,884,439	20 Logistics Boulevard	Walton	KY	 	 	 	 
	15.08	BANA	5500 Southeast Delaware Avenue	$1,490,128	5500 Southeast Delaware Avenue	Ankeny	IA	 	 	 	 
	15.09	BANA	2150 Stanley Road	$1,384,673	2150 Stanley Road	Plainfield	IN	 	 	 	 
	15.10	BANA	16101 Queens Court	$1,352,578	16101 Queens Court	Upper Marlboro	MD	 	 	 	 
	15.11	BANA	5 Logistics Drive	$944,512	5 Logistics Drive	Carlisle	PA	 	 	 	 
	16	BANA	One Palm Apartments	$22,000,000	201 South Palm Avenue	Sarasota	FL	9/30/2019	10/1/2029	4.0200%	120
	17	WFB	Diplomat Park Apartments	$20,500,000	12360-12430 Riverside Drive	Los Angeles	CA	11/4/2019	11/11/2029	3.4510%	120
	18	MSMCH	325-329 Third Avenue	$20,200,000	325-327 Third Avenue; 329-331 Third Avenue	New York	NY	11/7/2019	12/1/2029	3.9700%	120
	19	WFB	Blue Point	$16,725,000	225 West Main Street	Patchogue	NY	9/10/2019	3/11/2029	3.9500%	114
	20	MSMCH	3800 Broadway	$16,000,000	3800-3806 Broadway	New York	NY	11/7/2019	12/1/2029	3.9200%	120
	21	NCB	700 Shore Road Waters Edge, Inc.	$15,000,000	700 Shore Road	Long Beach	NY	11/22/2019	12/1/2029	3.2900%	120
	22	WFB	2200 Paseo Verde	$14,393,959	2200 Paseo Verde	Henderson	NV	11/4/2019	11/11/2029	3.9270%	120
	23	BANA	Vacaville & Cordelia Self Storage 	$14,072,500	 	 	 	11/7/2019	12/1/2029	3.4350%	120
	23.01	BANA	Cordelia Self Storage	$7,822,500	301 Lopes Road	Fairfield	CA	 	 	 	 
	23.02	BANA	Vacaville Self Storage	$6,250,000	170 Bella Vista Road	Vacaville	CA	 	 	 	 
	24	MSMCH	Haven at Highland Knolls	$14,000,000	20801 Highland Knolls Drive	Katy	TX	11/1/2019	11/1/2029	3.9900%	120
	25	MSMCH	Stanford Bridge	$13,500,000	50 South Buckhout Street	Irvington	NY	11/8/2019	12/1/2029	3.2800%	120


 



     EXH. B-1


     


    

 


	BANK
    2019-BNK24	EXHIBIT
    B

    MORTGAGE LOAN SCHEDULE	 


 


	Loan ID	Mortgage

Loan Seller	Property Name 	Cut-off Date

Balance	Address 	City 	State 	Note Date	Maturity

 Date or ARD	Mortgage

Rate 	Original Term

to Maturity or ARD (mos.) 
	26	WFB	Hilton Garden Inn Boise Eagle	$12,382,631	145 East Riverside Drive	Eagle	ID	10/29/2019	11/11/2029	4.1580%	120
	27	NCB	Gerard Owners Corp.	$11,980,241	70-25 Yellowstone Blvd	Forest Hills	NY	10/22/2019	11/1/2029	3.2400%	120
	28	BANA	Huntington Park Plaza	$11,600,000	7126 & 7146 Pacific Boulevard	Huntington Park	CA	11/22/2019	12/1/2029	3.5250%	120
	29	BANA	2650 Camino Del Rio 	$9,300,000	2650 Camino Del Rio North	San Diego	CA	4/5/2019	5/1/2029	4.8100%	120
	30	WFB	Yarmouth Apartments	$9,000,000	5464 Yarmouth Avenue	Encino	CA	11/4/2019	11/11/2029	3.4510%	120
	31	MSMCH	Collinsville Crossing	$7,870,000	1100-1146 & 1170-1172 Collinsville Crossing Boulevard	Collinsville	IL	11/25/2019	12/1/2029	4.5500%	120
	32	MSMCH	Woodside Village Apartments	$7,315,000	8501 & 8517 East Reno Avenue	Midwest City	OK	11/26/2019	12/1/2029	3.9100%	120
	33	MSMCH	Totowa Shoppes	$5,880,468	540-546 N.J.S.H. Route #46	Totowa	NJ	11/8/2019	12/1/2029	4.6800%	120
	34	WFB	US Storage Centers - OK	$5,800,000	14000 North I-35 Service Road	Edmond	OK	10/23/2019	11/11/2029	3.5700%	120
	35	MSMCH	Woodland Court Office Center Finley Road	$5,720,000	3030-3140 Finley Road	Downers Grove	IL	11/8/2019	12/1/2029	4.2000%	120
	36	MSMCH	Holiday Inn Suites Enid	$5,586,688	4702 West Owen K. Garriott Road	Enid	OK	10/31/2019	11/1/2029	5.2000%	120
	37	NCB	29-45 Tenants' Corporation	$5,094,610	29 East 9th Street and 35 East 9th Street	New York	NY	10/30/2019	11/1/2029	3.0900%	120
	38	NCB	Edgebrook Cooperative Inc.	$4,690,253	651-691 Hillside Avenue a/k/a 32-84 Lawrence Drive	North White Plains	NY	10/30/2019	11/1/2029	3.1500%	120
	39	MSMCH	Walgreens Franklin	$4,550,000	7130 South 76th Street	Franklin	WI	11/21/2019	12/1/2029	3.9900%	120
	40	NCB	315 West 23rd Street Owners Corp.	$4,500,000	315 West 23rd Street	New York	NY	11/25/2019	12/1/2029	3.4900%	120
	41	NCB	Sunnybrook Gardens Owners, Inc. 	$4,500,000	764-822 Palmer Road and 1-15 Sunnybrook Road	Yonkers	NY	11/22/2019	12/1/2029	3.3300%	120
	42	NCB	Crestwood Apartment Owners Corp.	$4,250,000	124-16 84th Road	Kew Gardens	NY	11/20/2019	12/1/2029	3.2400%	120
	43	NCB	The Pavilion Owners Corp.	$4,000,000	144-63 35th Avenue	Flushing	NY	11/21/2019	12/1/2029	3.4600%	120
	44	NCB	Park and 76th St. Inc.	$3,600,000	830 Park Avenue and 840-842 Park Avenue	New York	NY	11/25/2019	12/1/2029	3.5000%	120
	45	NCB	25 Plaza Tenants Corp.	$3,500,000	25 Plaza Street West	Brooklyn	NY	11/12/2019	12/1/2029	3.2500%	120
	46	NCB	2156 Cruger Avenue Apartment Corp. F/K/A C.Q. Realty, Inc.	$3,496,584	2156 Cruger Avenue	Bronx	NY	10/31/2019	11/1/2029	3.4200%	120
	47	NCB	3616 Henry Hudson Pkway Owners Corp.	$3,494,187	3616 Henry Hudson Parkway	Bronx	NY	10/31/2019	11/1/2029	3.1900%	120
	48	NCB	245-55 Bronx River Owners, Inc.	$3,250,000	245-55 Bronx River Road	Yonkers	NY	11/21/2019	12/1/2029	3.3200%	120
	49	NCB	1080 Warburton Corp.	$3,144,894	1080 Warburton Avenue	Yonkers	NY	10/30/2019	11/1/2029	3.3300%	120
	50	MSMCH	4012 & 4016 Raintree Road	$3,000,000	4012 & 4016 Raintree Road	Chesapeake	VA	8/22/2019	9/5/2029	3.6200%	120
	51	NCB	Thwaites Terrace House Owners Corp.	$2,750,000	665 Thwaites Place	Bronx	NY	11/7/2019	12/1/2029	3.1900%	120
	52	NCB	4315 Webster Owners, Inc.	$2,750,000	4315 Webster Avenue	Bronx	NY	11/20/2019	12/1/2029	3.4800%	120
	53	NCB	71-36 Owners Corp.	$2,700,000	71-36 110th Street	Forest Hills	NY	11/20/2019	12/1/2029	3.2800%	120
	54	NCB	110-150 Draper Owners Corp.	$2,645,606	110-150 Draper Lane	Dobbs Ferry	NY	10/30/2019	11/1/2029	3.2000%	120
	55	MSMCH	Park Harbor Retail Center	$2,513,894	1855 Barker Cypress Road	Houston	TX	9/20/2019	10/1/2029	4.6800%	120
	56	NCB	The Colonial House Tenant Corp.	$2,500,000	167 Centre Avenue	New Rochelle	NY	11/15/2019	12/1/2029	3.1600%	120
	57	NCB	Pelham Manor Owners Inc.	$2,500,000	4810 Boston Post Road	Pelham Manor	NY	11/21/2019	12/1/2029	3.3800%	120
	58	WFB	South Fork Apartments	$2,500,000	13801 Interstate Highway 37	Corpus Christi	TX	11/20/2019	12/11/2029	4.1070%	120
	59	MSMCH	Callaway Self Storage	$2,400,000	315 North Tyndall Parkway	Callaway	FL	11/22/2019	12/1/2029	4.6450%	120


 



     EXH. B-2


     


    

 


	BANK
    2019-BNK24	EXHIBIT
    B

    MORTGAGE LOAN SCHEDULE	 


 


	Loan ID	Mortgage

Loan Seller	Property Name 	Remaining Term

to Maturity or ARD (mos.)	Original 

Amortization 

Term (mos.) 	ARD Loan

(Yes/No) 	Primary Servicing

Fee Rate	Non-Serviced

Primary Servicing

Fee Rate
	1	WFB;MSMCH	55 Hudson Yards	120	0	No	0.00000%	0.00125%
	2	BANA;WFB	Jackson Park	118	0	No	0.00000%	0.00125%
	3	MSMCH	1412 Broadway	120	0	No	0.00250%	0.00000%
	4	MSMCH	Bronx Multifamily Portfolio II	120	0	No	0.00250%	0.00000%
	4.01	MSMCH	2781-2791 Grand Concourse	 	 	 	 	 
	4.02	MSMCH	1224-1230 Teller Avenue	 	 	 	 	 
	4.03	MSMCH	176 East 176th Street	 	 	 	 	 
	4.04	MSMCH	1210-1212 Sherman Avenue 	 	 	 	 	 
	4.05	MSMCH	1916 Grand Concourse 	 	 	 	 	 
	4.06	MSMCH	2103-2121 Grand Concourse 	 	 	 	 	 
	4.07	MSMCH	2735-2737 Marion Avenue	 	 	 	 	 
	4.08	MSMCH	2773-2779 Briggs Avenue	 	 	 	 	 
	4.09	MSMCH	2805-2809 University Avenue 	 	 	 	 	 
	5	WFB	DoubleTree New Orleans	120	0	No	0.00250%	0.00000%
	6	BANA	Parklawn Building	119	0	No	0.00000%	0.01000%
	7	BANA	Austin Marriott Portfolio	120	360	No	0.00250%	0.00000%
	7.01	BANA	Marriott Austin South	 	 	 	 	 
	7.02	BANA	SpringHill Suites Austin South	 	 	 	 	 
	7.03	BANA	Courtyard by Marriott Austin South	 	 	 	 	 
	7.04	BANA	Residence Inn by Marriott Austin South	 	 	 	 	 
	7.05	BANA	Fairfield Inn & Suites Austin South	 	 	 	 	 
	8	WFB	Galleria 57	119	0	No	0.00250%	0.00000%
	9	BANA	Park Tower at Transbay	116	0	Yes	0.00000%	0.00250%
	10	BANA	West LA Multifamily Portfolio	119	0	No	0.00250%	0.00000%
	10.01	BANA	Edinburgh Courtyard	 	 	 	 	 
	10.02	BANA	Armacost Colony Apartments	 	 	 	 	 
	10.03	BANA	Sherbourne Hall	 	 	 	 	 
	11	BANA	Hampton Inn & Suites - John Wayne Airport 	120	360	No	0.00250%	0.00000%
	12	WFB	Giant Anchored Portfolio	120	360	No	0.00000%	0.00125%
	12.01	WFB	Parkway Plaza	 	 	 	 	 
	12.02	WFB	Aston Center	 	 	 	 	 
	12.03	WFB	Spring Meadow	 	 	 	 	 
	12.04	WFB	Scott Town Center	 	 	 	 	 
	12.05	WFB	Creekside Market Place	 	 	 	 	 
	12.06	WFB	Stonehedge Square	 	 	 	 	 
	12.07	WFB	Ayr Town Center	 	 	 	 	 
	13	BANA	Baytown Multifamily Portfolio	120	0	No	0.00250%	0.00000%
	13.01	BANA	Providence at Baytown	 	 	 	 	 
	13.02	BANA	Bay Oaks Apartments	 	 	 	 	 
	13.03	BANA	Marina Club	 	 	 	 	 
	14	MSMCH	Hualapai Commons	120	0	No	0.00250%	0.00000%
	15	BANA	ILPT Industrial Portfolio	119	0	No	0.00000%	0.00250%
	15.01	BANA	1800 Union Airpark Boulevard	 	 	 	 	 
	15.02	BANA	4237-4255 Anson Boulevard	 	 	 	 	 
	15.03	BANA	5000 Commerce Way	 	 	 	 	 
	15.04	BANA	5142 & 5148 North Hanley Road	 	 	 	 	 
	15.05	BANA	945 Monument Drive	 	 	 	 	 
	15.06	BANA	2801 Airwest Boulevard	 	 	 	 	 
	15.07	BANA	20 Logistics Boulevard	 	 	 	 	 
	15.08	BANA	5500 Southeast Delaware Avenue	 	 	 	 	 
	15.09	BANA	2150 Stanley Road	 	 	 	 	 
	15.10	BANA	16101 Queens Court	 	 	 	 	 
	15.11	BANA	5 Logistics Drive	 	 	 	 	 
	16	BANA	One Palm Apartments	118	0	No	0.00250%	0.00000%
	17	WFB	Diplomat Park Apartments	119	0	No	0.00250%	0.00000%
	18	MSMCH	325-329 Third Avenue	120	0	No	0.00250%	0.00000%
	19	WFB	Blue Point	111	360	No	0.00250%	0.00000%
	20	MSMCH	3800 Broadway	120	0	No	0.00250%	0.00000%
	21	NCB	700 Shore Road Waters Edge, Inc.	120	360	No	0.00000%	0.00000%
	22	WFB	2200 Paseo Verde	119	360	No	0.00250%	0.00000%
	23	BANA	Vacaville & Cordelia Self Storage 	120	0	No	0.00250%	0.00000%
	23.01	BANA	Cordelia Self Storage	 	 	 	 	 
	23.02	BANA	Vacaville Self Storage	 	 	 	 	 
	24	MSMCH	Haven at Highland Knolls	119	0	No	0.00250%	0.00000%
	25	MSMCH	Stanford Bridge	120	0	No	0.00250%	0.00000%


 



     EXH. B-3


     


    

 


	BANK
    2019-BNK24	EXHIBIT
    B

    MORTGAGE LOAN SCHEDULE	 


 


	Loan ID	Mortgage

Loan Seller	Property Name 	Remaining Term

to Maturity or ARD (mos.)	Original 

Amortization 

Term (mos.) 	ARD Loan

(Yes/No) 	Primary Servicing

Fee Rate	Non-Serviced

Primary Servicing

Fee Rate
	26	WFB	Hilton Garden Inn Boise Eagle	119	360	No	0.03000%	0.00000%
	27	NCB	Gerard Owners Corp.	119	360	No	0.00000%	0.00000%
	28	BANA	Huntington Park Plaza	120	0	No	0.00250%	0.00000%
	29	BANA	2650 Camino Del Rio 	113	360	No	0.00250%	0.00000%
	30	WFB	Yarmouth Apartments	119	0	No	0.00250%	0.00000%
	31	MSMCH	Collinsville Crossing	120	0	No	0.00250%	0.00000%
	32	MSMCH	Woodside Village Apartments	120	360	No	0.05000%	0.00000%
	33	MSMCH	Totowa Shoppes	120	360	No	0.00250%	0.00000%
	34	WFB	US Storage Centers - OK	119	0	No	0.04250%	0.00000%
	35	MSMCH	Woodland Court Office Center Finley Road	120	360	No	0.00250%	0.00000%
	36	MSMCH	Holiday Inn Suites Enid	119	240	No	0.00250%	0.00000%
	37	NCB	29-45 Tenants' Corporation	119	480	No	0.00000%	0.00000%
	38	NCB	Edgebrook Cooperative Inc.	119	312	No	0.00000%	0.00000%
	39	MSMCH	Walgreens Franklin	120	0	No	0.00250%	0.00000%
	40	NCB	315 West 23rd Street Owners Corp.	120	0	No	0.00000%	0.00000%
	41	NCB	Sunnybrook Gardens Owners, Inc. 	120	480	No	0.00000%	0.00000%
	42	NCB	Crestwood Apartment Owners Corp.	120	480	No	0.00000%	0.00000%
	43	NCB	The Pavilion Owners Corp.	120	480	No	0.00000%	0.00000%
	44	NCB	Park and 76th St. Inc.	120	0	No	0.00000%	0.00000%
	45	NCB	25 Plaza Tenants Corp.	120	360	No	0.00000%	0.00000%
	46	NCB	2156 Cruger Avenue Apartment Corp. F/K/A C.Q. Realty, Inc.	119	480	No	0.00000%	0.00000%
	47	NCB	3616 Henry Hudson Pkway Owners Corp.	119	360	No	0.00000%	0.00000%
	48	NCB	245-55 Bronx River Owners, Inc.	120	480	No	0.00000%	0.00000%
	49	NCB	1080 Warburton Corp.	119	360	No	0.00000%	0.00000%
	50	MSMCH	4012 & 4016 Raintree Road	117	0	No	0.00250%	0.00000%
	51	NCB	Thwaites Terrace House Owners Corp.	120	324	No	0.00000%	0.00000%
	52	NCB	4315 Webster Owners, Inc.	120	480	No	0.00000%	0.00000%
	53	NCB	71-36 Owners Corp.	120	360	No	0.00000%	0.00000%
	54	NCB	110-150 Draper Owners Corp.	119	360	No	0.00000%	0.00000%
	55	MSMCH	Park Harbor Retail Center	118	360	No	0.08000%	0.00000%
	56	NCB	The Colonial House Tenant Corp.	120	480	No	0.00000%	0.00000%
	57	NCB	Pelham Manor Owners Inc.	120	0	No	0.00000%	0.00000%
	58	WFB	South Fork Apartments	120	360	No	0.00250%	0.00000%
	59	MSMCH	Callaway Self Storage	120	0	No	0.00250%	0.00000%




 



     EXH. B-4


     


    





 


EXHIBIT C


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


Wells Fargo Bank, National
Association


as Certificate Registrar


600 South 4th Street, 7th
Floor


MAC N9300-070


Minneapolis, Minnesota 55479


Attention: Corporate Trust
Services (CMBS) – BANK 2019-BNK24


[OR OTHER CERTIFICATE REGISTRAR]


  


Banc of America Merrill Lynch Commercial Mortgage Inc.

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch, III


 


		Re:	Transfer of BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing
Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National
Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special
Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, on behalf of the holders of BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates,
Series 2019-BNK24 in connection with the transfer by _________________ (the “Seller”) to the undersigned (the
“Purchaser”) of $_______________ aggregate [Certificate Balance][Notional Amount][__% Percentage Interest] of
Class ___ Certificates (the “Certificates”). Capitalized terms used and not otherwise defined herein shall
have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 






    Exhibit C-1


     


    

 


In connection with such
transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.       Check
one of the following:*


 


		☐	The Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution
that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D (“Regulation D”)
under the Securities Act of 1933, as amended (the “Securities Act”) or any entity in which all of the equity
owners are “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D (each, an “Institutional
Accredited Investor”) and has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of its investment in the Certificates, and the Purchaser and any accounts for which it is acting are each
able to bear the economic risk of the Purchaser’s or such account’s investment. The Purchaser is acquiring the Certificates
purchased by it for its own account or for one or more accounts, each of which is an Institutional Accredited Investor, as to each
of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs
incurred by it in connection with this transfer.



 


		☐	The Purchaser is a “qualified institutional buyer” (a “QIB”) within
the meaning of Rule 144A (“Rule 144A”) under the Securities Act. The Purchaser is aware that the transfer is
being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be provided
pursuant to paragraph (d)(4)(i) of Rule 144A.



 


2.       The
Purchaser’s intention is to acquire the Certificates (a) for investment for the Purchaser’s own account or (b) for
reoffer, resale, pledge or other transfer (i) to QIBs in transactions under Rule 144A, and not in any event with the view
to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate)
to Institutional Accredited Investors, subject in the case of clause (ii) above to (w) the receipt by the Certificate
Registrar of a letter substantially in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel
acceptable to the Trustee and Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities
Act, (y) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such
reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws and (z) a written undertaking
to reimburse the Trust for any costs incurred by it in connection with the proposed transfer. The Purchaser understands that the
Certificates (and any subsequent Certificates) have not been registered under the Securities Act, by reason of a specified exemption
from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s
investment intent (or intent to reoffer, resell, pledge or transfer the Certificates only to certain investors in certain exempted
transactions) as expressed herein.


 


 



 


* Purchaser must select one of the following two certifications.


 






    Exhibit C-2


     


    

 


3.       The
Purchaser has reviewed the Preliminary Prospectus and the Final Prospectus relating to the Offered Certificates (collectively,
the “Prospectus”) (and, with respect to Offered
Private Certificates, the Preliminary Private Placement Memorandum and the Final Private Placement Memorandum related to such Offered
Private Certificates) and the agreements and other materials referred to therein and has had the opportunity to ask questions and
receive answers concerning the terms and conditions of the transactions contemplated by the Prospectus.


 


4.       The
Purchaser acknowledges that the Certificates (and any Certificates issued on transfer or exchange thereof) have not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificates
cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption
from such registration or qualification is available.


 


5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an
owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as
if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.       The
Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


 


7.       Check
one of the following:**


 


		☐	The Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal Revenue
Service (“IRS”) Form W-9 (or successor form).



 


		☐	The Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof, no
taxes will be required to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made on the
Certificates. The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form,
as applicable), which identifies such Purchaser as the beneficial owner of the Certificates and states that such Purchaser is not
a U.S. Tax Person, (ii) IRS Form W-8IMY (with all appropriate attachments) or (iii)]*** two duly executed copies
of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Certificates and state that
interest and original issue discount on the Certificates and Permitted Investments is, or is expected to be, effectively connected
with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS Form
W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any applicable successor IRS forms, or such other certifications
as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification 



 


 



 


** Each Purchaser must include one of the two alternative certifications.


*** Does not apply to a transfer of Class R Certificates.


 






    Exhibit C-3


     


    

 


	 	 	expires or becomes
obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished
by it to the Certificate Registrar.



 


For purposes of this paragraph 7, “U.S.
Tax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


8.       Please
make all payments due on the Certificates:****


 





	 	 ☐	(a)	by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


 








	Bank:	 	 
	ABA #:	 	 
	Account #:	 	 
	Attention:	 	 
	 	 	 	 	 










	 	 ☐	(b)	by mailing a check or draft to the following address:






	 	 
	 	 
	 	 




  


9.       If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.


 





	
 

	
Very truly yours,


	
 

	
 


	
 

	
 
	[The Purchaser]

	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 


Dated:


 





 



 


**** Only to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of the Definitive
Certificates, wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate
Balance or Notional Amount, as applicable, of at least U.S. $5,000,000.


 




    Exhibit C-4


     


    

 


EXHIBIT D-1


 


Form
of Transferee Affidavit FOR TRANSFERS 

OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


MAC N9300-070


Minneapolis, Minnesota 55479


Attention: Corporate Trust
Services (CMBS) – BANK 2019-BNK24


[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24
(the “Certificates”) issued pursuant to the
Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
dated as of December 1, 2019, between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National
Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special
Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer



 





	
STATE OF

	
)


	
 

	
)        ss.:


	
COUNTY OF 

	
)




 


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.       I
am a [______] of [______] (the “Purchaser”),
on behalf of which I have the authority to make this affidavit.


 


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the
(i)  “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D
of the Internal Revenue Code of 1986 (the “Code”).


 


3.       The
Purchaser is not a “Disqualified Organization”
(as defined below), and that the Purchaser is not acquiring the Class R Certificates for the account of, or as agent or nominee
of, or with a view to the transfer of direct or indirect record or beneficial ownership


 






    Exhibit D-1-1


     


    

 


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


 


4.       The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.       The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.       The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.       Check
the applicable paragraph:


 


☐       The present
value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum
of:


 


(i)       the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)      the
present value of the expected future distributions on such Class R Certificate; and


 






    Exhibit D-1-2


     


    

 


(iii)      the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the
Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b)
of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for
the month of the transfer and the compounding period used by the Purchaser.


 


☐       The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)       the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as
to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)       at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)       the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)       the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐       None
of the above.


 


9.       The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.      The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.      The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that


 






    Exhibit D-1-3


     


    

 


it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 


12.       The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain a
Permitted Transferee.


 


13.       The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.       The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.       The
Purchaser consents to the designation of the Certificate Administrator as “partnership representative” (as defined
in Section 6223 of the Code) of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________,
20__.


 





	
 

	
By:

	
     


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 





	
 

	
By:

	
     


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 




    Exhibit D-1-4


     


    

 


On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me
that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.


 





	
 

	
 

	
NOTARY PUBLIC in and for the
 State of _______________


	
 

	
 

	
 


	
[SEAL]

	
 


	
 

	
 


	
My Commission expires:

	
 


	
 

	
 

	
 




 




    Exhibit D-1-5


     


    

 


EXHIBIT D-2


 


FORM OF TRANSFEROR LETTER FOR TRANSFERS


OF CLASS R CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


MAC N9300-070


Minneapolis, Minnesota 55479


Attention: Corporate Trust
Services (CMBS) – BANK 2019-BNK24


[OR OTHER CERTIFICATE REGISTRAR]


 


		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24
(the “Certificates”) 



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of Class R Certificates
evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and
Servicing Agreement, dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells
Fargo Bank, National Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Certificate Registrar, that:


 


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)       The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit in the form attached to the Pooling and
Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained therein is
false.


 


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
has determined that the Transferee has historically paid its debts as they became due and has found no significant


 






    Exhibit D-2-1


     


    

 


evidence to
indicate that the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that
the transfer of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue
to be liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 





	
 

	
Very truly yours,


	
 

	
 


	
 

	
 

	
(Transferor)


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 




    Exhibit D-2-2


     


    

 


EXHIBIT D-3


 


Form
of Transferee CERTIFICATE FOR TRANSFERS 

OF RR Interest


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


600 South 4th Street, 7th
Floor


MAC N9300-070


Minneapolis, Minnesota 55479


Attention: Corporate Trust
Services (CMBS) – BANK 2019-BNK24


[OR OTHER CERTIFICATE REGISTRAR]


 


Bank of America, National
Association,

as Retaining Sponsor


One Bryant Park


New York, New York 10036


Attention: Leland F. Bunch, III


 


Banc of America Merrill Lynch
Commercial Mortgage Inc.


One Bryant Park


New York, New York 10036


Attention: Leland F. Bunch, III


 


		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24
(the “Certificates”) issued pursuant to the
Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
dated as of December 1, 2019, between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National
Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special
Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer



 


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to you, as Certificate Registrar and as “retaining sponsor” as such term
is defined in Regulation RR, that:


 


		1.	The Purchaser is acquiring $[_____] Certificate Balance of the RR Interest from [_____] (the “Transferor”).



 


		2.	The Purchaser is aware that the Certificate Registrar will not register any transfer of an RR Interest
by the Transferor unless the Purchaser, or such Purchaser’s agent, delivers 



 






    Exhibit D-3-1


     


    

 


	 	 	to the Certificate Registrar, among other things,
a certificate in substantially the same form as this certificate. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such certificate is false.



 


		3.	If the Purchaser is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the RR Interest, (a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the acquisition
of the RR Interest and (b) the acquisition of the RR Interest will be effected through BofA Securities, Inc., Morgan Stanley &
Co. LLC, Wells Fargo Securities, LLC, Academy Securities, Inc., Drexel Hamilton, LLC or an affiliate thereof.



 


		4.	Check one of the following:



 


		☐	The transfer will occur during the RR Interest Transfer Restriction Period, and the Purchaser certifies,
represents and warrants to you, as Certificate Registrar, that:



 


		A.	It is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the
Transferor (a “Majority-Owned Affiliate”).



 


		B.	It is not acquiring the RR Interest as a nominee, trustee or agent for any person that is not a
Majority-Owned Affiliate, and that for so long as it retains its interest in the RR Interest, it will remain a Majority-Owned Affiliate.



 


		C.	It will be bound by the U.S. Credit Risk Retention Agreement, between Bank of America, National
Association, Morgan Stanley Mortgage Capital Holdings LLC, Morgan Stanley Bank, N.A. and Wells Fargo Bank, National Association,
dated and effective as of December 19, 2019 (the “Credit Risk Retention Agreement”) as if it were a party to
such agreement.



 


		D.	It hereby makes each representation set forth in Section 4(b) of the Credit Risk Retention Agreement.



 


		E.	It consents to any additional restrictions or arrangements that shall be deemed necessary upon
advice of counsel to constitute a reasonable arrangement to ensure that its ownership of the RR Interest will satisfy the risk
retention requirements of the Transferor, in its capacity as [sponsor][originator] under Regulation RR.



 


☐       The
transfer will occur after the termination of the RR Interest Transfer Restriction Period.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________,
20__.


 






    Exhibit D-3-2


     


    

 





	
 

	
By:

	
     


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 





	
 

	
By:

	
     


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 




    Exhibit D-3-3


     


    

 


The foregoing certificate
is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


[RETAINING SPONSOR]


 





	
By:

	
     

	
 


	
 

	
Name:

	
 


	
 

	
Title:

	
 




 


[Medallion Stamp Guarantee]


 




    Exhibit D-3-4


     


    

 


EXHIBIT D-4


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS


OF RR INTEREST


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479


Attention: Corporate Trust
Services (CMBS) – BANK 2019-BNK24


[OR OTHER CERTIFICATE REGISTRAR]


 


Banc of America Merrill Lynch Commercial Mortgage
Inc.

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch, III


 


Bank of America, National Association


as Retaining Sponsor


One Bryant Park


New York, New York 10036


 


[EACH OTHER HOLDER OF AN RR
INTEREST]


 


		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24
(the “Certificates”) 



 


Ladies and Gentlemen:


 


This is delivered to
you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of RR Interest
evidencing $[____] Certificate Balance in such Class. The Certificates were issued pursuant to the Pooling and Servicing Agreement,
dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you that:


 


		1.	The transfer is in compliance with the Pooling and Servicing Agreement.



 






    Exhibit D-4-1


     


    

 


		2.	If the Transferee is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the RR Interest, (a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the acquisition
of the RR Interest and (b) the acquisition of the RR Interest will be effected through BofA Securities, Inc., Morgan Stanley &
Co. LLC, Wells Fargo Securities, LLC, Academy Securities, Inc., Drexel Hamilton, LLC or an affiliate thereof.



 


		3.	Check one of the following:



 


		☐	The transfer will occur during the RR Interest Transfer Restriction Period, and the Transferor
certifies, represents and warrants to you that:



 


		A.	The transfer is in compliance with the U.S. Credit Risk Retention Agreement, between Bank of America,
National Association, Morgan Stanley Mortgage Capital Holdings LLC, Morgan Stanley Bank, N.A. and Wells Fargo Bank, National Association,
dated and effective as of December 19, 2019 (the “Credit Risk Retention Agreement”).



 


		B.	The Transferee is a “majority-owned affiliate”, as such term is defined in Regulation
RR, of the Transferor.



 


		C.	The Transferee has complied in all material respects with all of the covenants in the Credit Risk
Retention Agreement during the period from the date of the Credit Risk Retention Agreement through and including the date of this
transfer.



 


		D.	All of the representations and warranties made by the Transferor in the Credit Risk Retention Agreement
are true and correct as of the date of the transfer.



 


		E.	All of the requirements set forth in Section 3(c) of the Credit Risk Retention Agreement have been
complied with through and including the date of the transfer.



 


☐      The
transfer will occur after the termination of the RR Interest Transfer Restriction Period.


 


		4.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in
the form attached to the Pooling and Servicing Agreement as Exhibit D-3. The Transferor does not know or believe that any
representation contained therein is false.



 


IN WITNESS WHEREOF, the
Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this ___day of _________,
20__.


 






    Exhibit D-4-2


     


    

 





	
 

	
 

	
[TRANSFEROR]


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 


The foregoing certificate
is hereby confirmed, and the transfer is accepted, as of the date first above written:


  


[RETAINING SPONSOR]


  


	By:	 	 
	 	Name:	 
	 	Title:	 





 


[Medallion Stamp Guarantee]


 




    Exhibit D-4-3


     


    

 


EXHIBIT E


 


FORM OF REQUEST FOR RELEASE

(for Custodian)


 


	Loan Information
	Name of Mortgagor:	
	 	 
	[[General][NCB]	 
	
    Master Servicer]

    [[General][NCB]

    Special Servicer] 

    Loan No.:	
	 	 
	Custodian
	 
	Name:	Wells Fargo Bank, National Association
	 	 
	Address:	

1055 10th Ave SE

Minneapolis, Minnesota 55414

Attention: Document Custody Group

        BANK
        2019-BNK24

         

	Custodian/Trustee
    

Mortgage File No.:	 
	 	 
	Depositor
	 
	Name:	Banc of America Merrill Lynch Commercial Mortgage
    Inc.
	 	 
	Address:	

        One
Bryant Park

New York, New York 10036

        Attention:
Leland F. Bunch, III

	 	 
	Certificates:	BANK 2019-BNK24, Commercial Mortgage Pass-Through
    Certificates, Series 2019-BNK24


 


The undersigned [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian
(the “Custodian”) on behalf of Wilmington Trust,
National Association, as trustee (the “Trustee”), for the Holders of BANK 2019-BNK24, Commercial Mortgage Pass-Through
Certificates, Series 2019-BNK24, the documents referred to below (the “Documents”). All capitalized terms not
otherwise defined in this Request for Release shall have the meanings given them in the Pooling and Servicing Agreement dated as
of December 1, 2019, between Banc of


 






    Exhibit E-1


     


    

 


America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association,
as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National
Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer (the “Pooling and Servicing Agreement”).


 





	
 

	
( )

	
 

	
 


	
 

	
( )

	
 

	
 


	
 

	
( )

	
 

	
 


	
 

	
( )

	
 

	
 




 


The undersigned [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] hereby acknowledges and agrees as follows:


 


(1)       The
[[General][NCB] Master Servicer] [[General][NCB] Special Servicer] shall hold and retain possession of the Documents in trust for
the benefit of the Trustee, solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)       The
[[General][NCB] Master Servicer] [[General][NCB] Special Servicer] shall not cause or permit the Documents to become subject to,
or encumbered by, any claims, liens, security interests, charges, writs of attachment or other impositions nor shall the [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] assert or seek to assert any claims or rights of set-off to or against the Documents
or any proceeds thereof except as otherwise provided in the Pooling and Servicing Agreement.


 


(3)       The
[[General][NCB] Master Servicer] [[General][NCB] Special Servicer] shall return the Documents to the Custodian when the need therefor
no longer exists, unless the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds
thereof have been remitted to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [[General][NCB]
Master Servicer] [[General][NCB] Special Servicer] shall keep the Documents separate and distinct from all other property in the
[[General][NCB] Master Servicer’s] [[General][NCB] Special Servicer’s] possession, custody or control.


 






    Exhibit E-2


     


    

 





	
 

	
[____________]


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 


Date: _________


 




    Exhibit E-3


     


    

 


EXHIBIT F-1


 


FORM OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES


 


Wells Fargo Bank, National
Association,

as Certificate Administrator


600 South 4th Street, 7th
Floor

MAC N9300-070

Minneapolis, Minnesota 55479


Attention: Corporate Trust
Services (CMBS) – BANK 2019-BNK24


[OR OTHER CERTIFICATE REGISTRAR]


 


Banc of America Merrill Lynch Commercial Mortgage Inc.

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch, III


 


		Re:	Transfer of BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase US$[___] aggregate initial [Notional Amount][Certificate Balance] in the BANK
2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24, [Class [X-G][X-H][F][G][H] Certificates][RR Interest]
issued pursuant to that certain Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling and Servicing
Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National
Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special
Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you as follows:


 


1.       The
Purchaser is not and will not be (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the
Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32)
of ERISA) or other plan subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions
of ERISA or the Code (“Similar Law”) (each a “Plan”) or (b) a person acting on behalf
of any such Plan (including an entity whose underlying assets


 






    Exhibit F-1-1


     


    

 


include Plan assets by reason of investment in the entity by such
a Plan or Plans and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA)
or using the assets of any such Plan, other than an insurance company using the assets of its “insurance company general
account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60)
under circumstances whereby the purchase and holding of Certificates by such insurance company will be exempt from the prohibited
transaction provisions of ERISA and the Code under Sections I and III of PTCE 95-60 (or a Plan subject to Similar Law, where the
purchase, holding and disposition of such Certificates will not constitute or result in a non-exempt violation of applicable Similar
Law).


 


2.       The
Purchaser understands that if the Purchaser is or becomes a Person referred to in 1(a) or (b) above, such Purchaser is required
to provide to the Trustee and the Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee,
the Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser
or transferee will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA or
Section 4975 of the Code, or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator,
the Certificate Registrar, the Master Servicers, the Special Servicers, any sub-servicer, the Initial Purchasers, the Underwriters,
the Operating Advisor, the Asset Representations Reviewer or the Depositor to any obligation or liability (including obligations
or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Pooling and
Servicing Agreement, which Opinion of Counsel shall not be at the expense of the Depositor, either Master Servicer, either Special
Servicer, any sub-servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, the Operating Advisor, the Asset
Representations Reviewer, the Initial Purchasers, the Underwriters or the Trust.


 


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 





	
 

	
Very truly yours,


	
 

	
 


	
 

	
[The Purchaser]


	
 

	
By: 

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 


Date: _________


 




    Exhibit F-1-2


     


    

 


EXHIBIT F-2


 


Form
of ERISA Representation Letter

regarding CLASS R AND CLASS V CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association,

as Certificate Administrator


600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479


Attention: Corporate Trust
Services (CMBS) – BANK 2019-BNK24


[OR OTHER CERTIFICATE REGISTRAR]


 


 


[Transferor]


[______]


[______]


Attention: [______]


 


		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [__]% Percentage Interest in the BANK 2019-BNK24, Commercial Mortgage Pass-Through
Certificates, Series 2019-BNK24, [Class R][Class V] Certificates (the “[Class R][Class V] Certificate”) issued
pursuant to that certain Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling
and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you that, with respect to the [Class R][Class V] Certificate, the Purchaser
is not and will not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or to Section 4975 of the Internal Revenue
Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other
plan that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA
or the Code (“Similar Law”) (each, a “Plan”), or (b) any person acting on behalf of any


 






    Exhibit F-2-1


     


    

 


such
Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity by such a Plan or Plans
and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) or using the assets
of a Plan to purchase such [Class R][Class V] Certificate.


 


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 





	
 

	
Very truly yours,


	
 

	
 


	
 

	
[The Purchaser]


	 	 
	
 

	
By: 

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:






Date: _______


 




    Exhibit F-2-2


     


    

 


EXHIBIT G


 


FORM OF DISTRIBUTION DATE STATEMENT








 


See Annex B to the Prospectus


  




    Exhibit G-1


     


    

 


EXHIBIT H


 


FORM OF OMNIBUS ASSIGNMENT


 


[NAME OF CURRENT ASSIGNOR]
having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”)
for good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers,
sets over and conveys, without recourse, representation or warranty, express or implied, unto “Wilmington Trust, National
Association, as Trustee for the registered holders of BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24”
(the “Assignee”), having an office at 1100 North
Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee BANK 2019-BNK24, its successors and assigns, all right, title
and interest of the Assignor in and to:


 


That certain mortgage
and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or similar security instrument
(the “Security Instrument”), and that certain
Promissory Note (the “Mortgage Note”), for each
of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and that certain assignment of leases
and rents given in connection therewith and all of the Assignor’s right, title and interest in any claims, collateral, insurance
policies, certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and any other
collateral arising out of and/or executed and/or delivered in or to or with respect to the Security Instrument and the Mortgage
Note, together with any other documents or instruments executed and/or delivered in connection with or otherwise related to the
Security Instrument and the Mortgage Note.


 


IN WITNESS WHEREOF, the
Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


 


	
 

	
[NAME OF CURRENT ASSIGNOR]


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:







 




    Exhibit H-1


     


    

 


EXHIBIT I


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Temporary Regulation S Book-Entry Certificate

during Restricted Period


 


(Exchanges or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479


Attention: Corporate Trust
Services (CMBS)


BANK 2019-BNK24


 


		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24,
Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance


 





 



 


*     Select appropriate depository.


 






    Exhibit I-1


     


    

 


with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States;


 


[(2) at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2) the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicers, the Special Servicers, the Asset Representations Reviewer and the Initial Purchasers.


 





	
 

	
[Insert Name of Transferor]


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 


Dated: _______


 


cc: Banc of America
Merrill Lynch Commercial Mortgage Inc.


 


 



 


**   Insert one of these two provisions,
which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit I-2


     


    

 


EXHIBIT J


 


Form
of Transfer Certificate

for Rule 144A Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479


Attention: Corporate Trust
Services (CMBS)


BANK 2019-BNK24


 


		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24, Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of
such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit J-1


     


    

 


[(2) at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2) the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicers, the Special Servicers, the Asset Representations Reviewer and the Initial Purchasers.


 





	
 

	
[Insert Name of Transferor]


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 


Dated: ________


 


cc: Banc of America Merrill Lynch Commercial Mortgage
Inc.


 


 



 


*   Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




    Exhibit J-2


     


    

 


EXHIBIT K


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Rule 144A Book-Entry Certificate during Restricted Period


 


(Exchange or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479


Attention: Corporate Trust
Services (CMBS)


 


BANK 2019-BNK24


 


		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24,
Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______])
through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such
Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole


 


 






*   Select appropriate depository.


 






    Exhibit K-1


     


    

 


investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor,
the Master Servicers, the Special Servicers, the Asset Representations Reviewer and the Initial Purchasers.


 





	
 

	
[Insert Name of Transferor]


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 


Dated: _______


 


cc: Banc of America Merrill Lynch Commercial Mortgage
Inc.


 




    Exhibit K-2


     


    

 


EXHIBIT L


 


Form
of Transfer Certificate

for Temporary Regulation S Book-Entry Certificate

to Regulation S Book-Entry Certificate after Restricted Period


 


(Exchanges pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479


Attention: Corporate Trust
Services (CMBS)


BANK 2019-BNK24


 


		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24,
Class [__]



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Book-Entry Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above
issued under the Pooling and Servicing Agreement certifies that it is not a U.S. Person as defined by Regulation S under the
Securities Act of 1933, as amended.


 


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


 






    Exhibit L-1


     


    

 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	
 

	
Dated:______________


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.




 




    Exhibit L-2


     


    

 


EXHIBIT M


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Temporary Regulation S Book-Entry
Certificate


 


(Exchanges or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479


Attention: Corporate Trust
Services (CMBS)


BANK 2019-BNK24


 


		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24,
Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities
Act”), and accordingly the Transferor does hereby certify that:


 





 



 


* Select appropriate depository.


 






    Exhibit M-1


     


    

 


(1)       the
offer of the Certificates was not made to a person in the United States;


 


[(2) at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2) the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	
 

	
[Insert Name of Transferor]


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 


Dated: ________


 


cc: Banc of America Merrill Lynch Commercial Mortgage
Inc.


 





 



 


**   Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation
S.


 




    Exhibit M-2


     


    

 


EXHIBIT N


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Regulation S Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


600
South 4th Street, 7th Floor


MAC
N9300-070


Minneapolis,
Minnesota 55479


Attention: Corporate Trust
Services (CMBS)


BANK 2019-BNK24


 


		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24, Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No.
[______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S
(“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the United States,


 






    Exhibit N-1


     


    

 


[(2)      at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2)      the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)       no
“directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the
requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	
 

	
[Insert Name of Transferor]


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 


Dated: _______


 


cc: Banc of America Merrill Lynch Commercial Mortgage
Inc.


 





 



 


**       Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S. 


 


 




    Exhibit N-2


     


    

 


EXHIBIT O


 


Form
of Transfer Certificate

for Non-Book Entry Certificate

to Rule 144A Book-Entry Certificate


 


(Exchange or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Wells Fargo Bank, National
Association,

as Certificate Registrar


600
South 4th Street, 7th Floor


MAC
N9300-070 


Minneapolis,
Minnesota 55479 


Attention: Corporate Trust
Services (CMBS) 


BANK 2019-BNK24


 


		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24,
Class [__] 



 


Reference is hereby made
to the Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial
interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended
(the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates
for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and
the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A in each
case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state
of the United States or other applicable jurisdiction.


 






    Exhibit O-1


     


    

 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Master Servicers, the Special Servicers, the Trustee, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.


 





	
 

	
[Insert Name of Transferor]


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 


Dated: _______


 


cc: Banc of America Merrill Lynch Commercial Mortgage
Inc.


 




    Exhibit O-2


     


    

 


EXHIBIT P-1A


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY AND/OR THE RISK RETENTION CONSULTATION PARTY

(for Persons other than the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National
Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

BANK 2019-BNK24

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24,
Class [_] Certificates 



 


In accordance with
the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”), between
Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General Master
Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


1.        The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates, a Companion Holder
or the Risk Retention Consultation Party (or any investment advisor or manager or other representative of the foregoing).


 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       [FOR
PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY: The undersigned is not a Borrower Party.]


 


5.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the


 






    Exhibit P-1A-1


     


    

 


undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


  


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 


	
 

	
 


	
 

	
[_____]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:







 


Dated: _______


 


cc: Banc of America Merrill Lynch Commercial Mortgage Inc.


 




    Exhibit P-1A-2


     


    

 


EXHIBIT P-1B


 


FORM OF INVESTOR CERTIFICATION for
Non-Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street,

8th Floor

Charlotte, North Carolina 28202

Attention:  BANK 2019-BNK24 Asset Manager

Email:  commercial.servicing@wellsfargo.com	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention:  Corporate Trust Services (CMBS)

BANK 2019-BNK24

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BANK 2019-BNK24 – Surveillance

Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)	
        Wells Fargo Bank,
National Association

        600 South 4th Street, 7th Floor

        MAC N9300-070

        Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK 2019-BNK24

	 	 
	
        Wilmington Trust,
National Association

        1100 North Market
Street

        Wilmington, Delaware 19890

        

        Attention: CMBS Trustee BANK 2019-BNK24

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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

        Facsimile: (888) 706-3565

        Email: NoticeAdmin@midlandls.com

	 	 
	
        National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

        Arlington, Virginia 22202

        Attention: Kathleen Luzik, Chief Operating Officer

        Facsimile number: (703) 647-3473

        Email: kluzik@ncb.coop
	 



 

		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24,
Class Certificates



 






    Exhibit P-1B-1


     


    

 


In accordance with
the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”), between
Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General Master
Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


1.       The
undersigned is the Directing Certificateholder or a Controlling Class Certificateholder.


 


2.       The
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned
or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit


 






    Exhibit P-1B-2


     


    

 


P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


8.       [For
use with any party other than the initial Directing Certificateholder] The undersigned hereby certifies that an executed copy of
this certification in [paper][electronic click-through] form has been delivered in accordance with the notice provisions of the
Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by
registered mail, postage prepaid].


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified. 


	
 

	
 


	
 

	
[_____]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:







 


Dated: _______


 


cc: Banc of America Merrill Lynch Commercial Mortgage Inc.


 




    Exhibit P-1B-3


     


    

 


EXHIBIT P-1C


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for Persons other than the DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION
PARTY and/or a Controlling Class Certificateholder)


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

BANK 2019-BNK24

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2019-BNK24 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number: (703) 647-3473

Email: kluzik@ncb.coop


 


		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24,
Class Certificates



 


In accordance with
the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”), between
Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General Master
Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder
(or any investment advisor or manager or other representative of the foregoing).


 






    Exhibit P-1C-1


     


    

 


2.       The
undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.


 


3.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


4.       The
undersigned is a Borrower Party.


 


5.       The
undersigned is requesting access to the Distribution Date Statement pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the Distribution
Date Statement confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statement will not, without the prior written consent of the Depositor,
be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that
the obligations of the undersigned to keep any such Distribution Date Statement confidential shall expire one year following the
date that the undersigned receives such Distribution Date Statement (with respect to a prospective purchaser only) or is no longer
a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above. The undersigned
will not use or disclose the Distribution Date Statement in any manner which could result in a violation of any provision of the
Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended,
or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statement
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


8.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 




    Exhibit P-1C-2


     


    

  


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 





	
 

	
 


	
 

	
[_____]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 


Dated: _______


cc: Banc of America Merrill Lynch Commercial Mortgage Inc.


 




    Exhibit P-1C-3


     


    

 


EXHIBIT P-1D


 


FORM OF INVESTOR CERTIFICATION for
Borrower PartY

(for the DIRECTING CERTIFICATEHOLDER and/or a Controlling Class Certificateholder)


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street,

8th Floor

Charlotte, North Carolina 28202

Attention:  BANK 2019-BNK24 Asset Manager 

Email:  commercial.servicing@wellsfargo.com	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention:  Corporate Trust Services (CMBS)

BANK 2019-BNK24

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BANK 2019-BNK24 – Surveillance

Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)	
        Wells Fargo Bank,
National Association

        600 South 4th Street, 7th Floor

        MAC N9300-070

        Minneapolis, Minnesota 55479

Attention: Corporate Trust Services (CMBS)

BANK 2019-BNK24

	 	 
	
        Wilmington Trust,
National Association

        1100 North Market Street

        Wilmington, Delaware
19890 

        Attention: CMBS Trustee BANK 2019-BNK24

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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

        Facsimile: (888) 706-3565

        Email: NoticeAdmin@midlandls.com

	 	 
	
        National Cooperative Bank, N.A.

        2011 Crystal Drive, Suite 800

        

        Arlington, Virginia 22202

        

        Attention: Kathleen Luzik, Chief Operating Officer

        

        Facsimile number: (703) 647-3473

        

        Email: kluzik@ncb.coop

        
	 
	 	 


		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24,
Class Certificates 



 






    Exhibit P-1D-1


     


    

 


In accordance with
the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”), between
Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General Master
Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


1. The undersigned
is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder].


 


2.       The
undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan](s):


 


[IDENTIFY [EXCLUDED
LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”)


 


The undersigned
is not a Borrower Party with respect to any other Mortgage Loan.


 


3.       The
undersigned has received a copy of the Prospectus.


 


4.       Except
with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling
and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned
receives access to such Excluded Information on the Certificate Administrator’s


 






    Exhibit P-1D-2


     


    

 


Website or otherwise receives access to such
Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


6.       The
undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C)
any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related
Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect
ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies
and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate
Administrator’s Website.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through] form has been delivered
in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above
[(a) by overnight courier or (b) mailed by registered mail, postage prepaid].


 


10.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.





	
 

	
 


	
 

	
[_____]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 


Dated: _______


 


cc: Banc of America Merrill Lynch Commercial Mortgage Inc.


 




    Exhibit P-1D-3


     


    

 


EXHIBIT P-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street,

8th Floor

Charlotte, North Carolina 28202

Attention:  BANK 2019-BNK24 Asset Manager 

Email:  commercial.servicing@wellsfargo.com	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention:  Corporate Trust Services (CMBS)

BANK 2019-BNK24

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Park Bridge Lender Services LLC
 600 Third Avenue, 40th Floor
 New York, New York 10016
 Attention: BANK 2019-BNK24 – Surveillance
 Manager (with a copy sent contemporaneously via email to

                                                      cmbs.notices@parkbridgefinancial.com)
	
        Wells Fargo Bank, National
        Association

        

        600 South 4th Street, 7th Floor

        

        MAC N9300-070

        

        Minneapolis, Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        BANK 2019-BNK24

        

	 	 
	
        Wilmington Trust, National
        Association

        

        1100 North Market Street

        

        Wilmington, Delaware 19890

        

        Attention: CMBS Trustee BANK 2019-BNK24

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

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

        

        Facsimile: (888) 706-3565

        

        Email: NoticeAdmin@midlandls.com

         

	
        National Cooperative Bank, N.A.

        2011 Crystal Drive, Suite 800

        

        Arlington, Virginia 22202

        

        Attention: Kathleen Luzik, Chief Operating Officer

        

        Facsimile number: (703) 647-3473

        

        Email: kluzik@ncb.coop

        
	 
	 	 


		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24,
Class Certificates



 




    Exhibit P-1E-1


     


    

  


THIS NOTICE IDENTIFIES
AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE BANK 2019-BNK24, COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2019-BNK24, REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING
AGREEMENT.


 


In accordance with
Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.             
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling
Class Certificateholder] as of the date hereof.


 


2.             
The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the
“[Excluded Loan][Excluded Controlling Class Loan](s)”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


[[If applicable] For the avoidance of doubt, [each] of the foregoing
loans is both an Excluded Loan and an Excluded Controlling Class Loan.]


 


3.             
As of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below
information to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among
other things, the Certificate Administrator’s determination as to whether a Consultation Termination Event is in effect with
respect to the Excluded Controlling Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded Loan:


 


	CUSIP	Class	Outstanding 

Certificate Balance	Initial Certificate 

Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The undersigned is not a Borrower
Party with respect to any other Mortgage Loan.


 






    Exhibit P-1E-2


     


    

 


4.             
Except with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant
to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s
Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration of the disclosure to the undersigned of the
Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as
are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information
will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors,
partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever,
in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential
shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser
only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
above. The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision
of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as
amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.             
The undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information
(as defined in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the
extent the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and
Servicing Agreement.


 


6.             
The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by itself or any of its Representatives
and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicers, the Special Servicers, the
Operating Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss,
liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.             
To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website
or otherwise receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not
directly or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling
Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment
in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a
direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above.


 


8.             
The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the
Certificate Administrator’s Website, and the Certificate


 






    Exhibit P-1E-3


     


    

 


Administrator shall have no obligation to monitor, determine or
verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


9.             
The undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance
with the notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier
or (b) mailed by registered mail, postage prepaid.


 


10.          
The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling
and Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is
not permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class
Loan](s) on the Certificate Administrator’s Website unless and until it has (i) delivered notice of the termination of the
related Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b)
of the Pooling and Servicing Agreement.


 


11.          
The undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters,
the Initial Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost
of enforcing this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee,
representative or person acting on its behalf of any Excluded Information relating to the [Excluded Loan][Excluded Controlling
Class Loan](s) listed in Paragraph 2 above.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 





	
 

	
 


	
 

	
[Directing Certificateholder][Holder
of the majority of the Controlling Class][Controlling Class Certificateholder]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 


Dated: _______ 


cc: Banc of America Merrill Lynch Commercial Mortgage Inc.


 




    Exhibit P-1E-4


     


    

 


EXHIBIT P-1F


 


FORM OF NOTICE OF [EXCLUDED LOAN] [EXCLUDED
CONTROLLING CLASS HOLDER] TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
        Via: Email

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS)

BANK 2019-BNK24

cts.cmbs.bond.admin@wellsfargo.com

        trustadministrationgroup@wellsfargo.com

	 
	
        with a copy to:

         

        Wells Fargo Bank,
National Association,

        8480 Stagecoach Circle

Frederick, Maryland 21701-4747

        Attention: BANK 2019-BNK24

	 


		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24



 


In accordance with Section 3.13(b) of the
Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”), the
undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.             
The undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling
Class Certificateholder] as of the date hereof.


 


2.             
The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the
“[Excluded Loan][Excluded Controlling Class Loan](s)”):


  


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    Exhibit P-1F-1


     


    

 


3.             
The following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate
Administrator’s Website with respect to the BANK 2019-BNK24 securitization should be revoked as to such users:


 





		
 

	 
	 	 	 
	 	 	 
	 	 	 


 


4.             
The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect
to such [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website unless and until it
(i) is no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s),
(ii) has delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an
investor certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.


 


Capitalized terms used but not defined herein
have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION HEREOF, the undersigned
has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.





	
 

	
 


	
 

	
[Directing Certificateholder][Holder of the majority of the Controlling Class][Controlling Class Certificateholder]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 


Dated: _______


  


cc: Banc of America Merrill Lynch Commercial Mortgage Inc.


 


The undersigned hereby acknowledges that

access to CTSLink has been revoked for

the users listed in Paragraph 3.


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

Certificate Administrator


	
 

	
 


	
Name:

	
 


	
Title: 

	
 







 




    Exhibit P-1F-2


     


    

 


EXHIBIT P-1G


  


Form
of Certification of the Directing Certificateholder


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street,

8th Floor

Charlotte, North Carolina 28202

Attention:  BANK 2019-BNK24 Asset Manager 

Email:  commercial.servicing@wellsfargo.com	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention:  Corporate Trust Services (CMBS)

BANK 2019-BNK24

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BANK 2019-BNK24 – Surveillance

Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)	
        Wells Fargo Bank, National
        Association

        

        600 South 4th Street, 7th Floor

        

        MAC N9300-070

        

        Minneapolis, Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        BANK 2019-BNK24

        

	 	 
	
        Wilmington Trust, National
        Association

        

        1100 North Market Street

        

        Wilmington, Delaware 19890

        

        Attention: CMBS Trustee BANK 2019-BNK24

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

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

        

        Facsimile: (888) 706-3565

        

        Email: NoticeAdmin@midlandls.com

         

	
        National Cooperative Bank, N.A.

        2011 Crystal Drive, Suite 800

        

        Arlington, Virginia 22202

        

        Attention: Kathleen Luzik, Chief Operating Officer

        

        Facsimile number: (703) 647-3473

        

        Email: kluzik@ncb.coop

        
	 
	 	 


		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24,
Class [__] Certificates



 




    Exhibit P-1G-1


     


    

  


In accordance with
Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the Directing Certificateholder.


 


2.       The
undersigned is not a Borrower Party.


 


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.


 


4.       [For
use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of
this certification in paper form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement
to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.


 


5.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 





	
 

	
[Directing Certificateholder]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 


Dated: _______


cc: Banc of America Merrill Lynch Commercial Mortgage Inc.


  




    Exhibit P-1G-2


     


    

 


EXHIBIT P-1H


 


Form
of Certification of the RISK RETENTION CONSULTATION PARTY


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street,

8th Floor

Charlotte, North Carolina 28202

Attention:  BANK 2019-BNK24 Asset Manager 

Email:  commercial.servicing@wellsfargo.com	Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention:  Corporate Trust Services (CMBS)

BANK 2019-BNK24

trustadministrationgroup@wellsfargo.com

cts.cmbs.bond.admin@wellsfargo.com
	 	 
	Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BANK 2019-BNK24 – Surveillance

Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)	
        Wells Fargo Bank, National
        Association

        

        600 South 4th Street, 7th Floor

        

        MAC N9300-070

        

        Minneapolis, Minnesota 55479

        Attention: Corporate Trust Services (CMBS)

        BANK 2019-BNK24

        

	 	 
	
        Wilmington Trust, National
        Association

        

        1100 North Market Street

        

        Wilmington, Delaware 19890

        

        Attention: CMBS Trustee BANK 2019-BNK24

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

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head

        

        Facsimile: (888) 706-3565

        

        Email: NoticeAdmin@midlandls.com

         

	
        National Cooperative Bank, N.A.

        2011 Crystal Drive, Suite 800

        

        Arlington, Virginia 22202

        

        Attention: Kathleen Luzik, Chief Operating Officer

        

        Facsimile number: (703) 647-3473

        

        Email: kluzik@ncb.coop

        
	 
	 	 


		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24,
RR Interest 



 


In accordance with
Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 






    Exhibit P-1H-1


     


    

 


1.       The
undersigned has been appointed to act as the Risk Retention Consultation Party.


 


[FOR ANY SUCCESSOR
RISK RETENTION CONSULTATION PARTY][2. The undersigned hereby certifies that an executed copy of this certification in paper
form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to each of the addressees
listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.]


 


3.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.


 





	
 

	
[RISK RETENTION CONSULTATION PARTY]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 


Dated: _______


cc: Banc of America Merrill Lynch Commercial Mortgage Inc.


  




    Exhibit P-1H-2


     


    

 


EXHIBIT P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date]


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BANK 2019-BNK24


 


		Attention:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24



 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2019
(the “Pooling and Servicing Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc., as
Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National
Association, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates;
or



 


		2.	The undersigned is a nationally recognized statistical rating organization and either (x) has provided
the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website
prior to the Closing Date, is requesting access pursuant to the Agreement to certain information (the “Information”)
on such 17g-5 website pursuant to the provisions of the Agreement, and agrees that any confidentiality agreement applicable to
the undersigned with respect to the information obtained from the Depositor’s 17g-5 website prior to the Closing Date shall
also be applicable to information obtained from the 17g-5 Information Provider’s Website (including without limitation, to
any information received by the Depositor for posting on the 17g-5 Information Provider’s Website), or (y), if the undersigned
did not have access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound by
the provisions of the confidentiality agreement attached hereto as Annex A which shall be applicable to it with respect
to any information obtained from the 17g-5 Information Provider’s Website, including any information that is obtained from
the section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing
Date.



 


The undersigned shall
be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website.


 






    Exhibit P-2-1


     


    

 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 




    Exhibit P-2-2


     


    

 


ANNEX A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with Banc of America Merrill Lynch Commercial Mortgage Inc. (together with its affiliates,
the “Furnishing Entities” and each a “Furnishing Entity”) furnishing certain financial, operational,
structural and other information relating to the issuance of the BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates,
Series 2019-BNK24 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as of December
1, 2019 (the “Pooling and Servicing Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc.,
as Depositor (the “Depositor”), Wells Fargo Bank, National Association, as General Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative Bank, N.A., as NCB
Master Servicer and NCB Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Custodian, and Wilmington Trust, National Association,
as Trustee and the assets underlying or referenced by the Certificates, including the identity of, and financial information with
respect to borrowers, sponsors, guarantors, managers and lessees with respect to such assets (together, the “Collateral”)
to you (the “NRSRO”) through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider
under the Pooling and Servicing Agreement, including the [section of the 17g-5 Information Provider’s Website that hosts
the Depositor’s 17g-5 website after the Closing Date (as defined in the Pooling and Servicing Agreement)]. Information provided
by each Furnishing Entity is labeled as provided by the specific Furnishing Entity.


 


Definition of Confidential Information.
For purposes of this Confidentiality Agreement, the term “Confidential Information” shall include the following
information (irrespective of its source or form of communication, including information obtained by you through access to this
site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring of a rating
with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal documents
and other information (such information, the “Evaluation Material”) and (y)  any of the terms, conditions
or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status thereof;
provided, however, that the term Confidential Information shall not include information which:


 


was or becomes generally
available to the public (including through filing with the Securities and Exchange Commission or disclosure in an offering document)
other than as a result of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i) below) in violation
of this Confidentiality Agreement;


 


was or is lawfully
obtained by you from a source other than a Furnishing Entity or its representatives that (i) is reasonably believed by you
to be under no obligation to maintain the information as confidential and (ii) provides it to you without any obligation to
maintain the information as confidential; or


 


is independently developed
by the NRSRO without reference to any Confidential Information.


 


Information to Be Held in Confidence.


 


You will use the Confidential
Information solely for the purpose of determining or monitoring a credit rating on the Certificates and, to the extent that any
information used is derived from but does not reveal any Confidential Information, for benchmarking, modeling or research purposes
(the “Intended Purpose”).


 


You acknowledge that
you are aware that the United States and state securities laws impose restrictions on trading in securities when in possession
of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative
who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You will treat the
Confidential Information as private and confidential. Subject to Section 4, without the prior written consent of the applicable
Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential Information was
furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing, you may:


 






    Exhibit P-2-3


     


    

 


disclose
the Confidential Information to any of the NRSRO’s affiliates, directors, officers, employees, legal representatives, agents
and advisors (each, a “NRSRO Representative”) who, in the reasonable judgment of the NRSRO, need to know such
Confidential Information in connection with the Intended Purpose; provided, that, prior to disclosure of the Confidential
Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions to ensure, and shall be satisfied, that
such NRSRO Representative will act in accordance with this Confidentiality Agreement;


 


solely to
the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post the Confidential Information to
the NRSRO’s password protected website; and


 


use information
derived from the Confidential Information in connection with an Intended Purpose, if such derived information does not reveal any
Confidential Information.


 


Disclosures Required by Law. If
you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil investigatory
demand, request for information or documents, deposition or similar process relating to any legal proceeding, investigation, hearing
or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice as soon
as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise to
the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request to disclose
the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective order or other
reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses. Unless otherwise
required by a court or other governmental or regulatory authority to do so, and provided that you been informed by written notice
that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential treatment with
respect to the requested Confidential Information, you agree not to disclose the Confidential Information while the Furnishing
Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment is pending. You
agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other reasonable assurance
that confidential treatment will be accorded to the portion of the Confidential Information that is being disclosed, at the sole
expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be required to take a position
that such information should be entitled to receive such a protective order or reasonable assurance as to confidential treatment.
If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply with its terms with respect
to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity. If a protective order or other
remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions of this Confidentiality Agreement
in writing, you agree to furnish only such information as you are legally required to disclose, at the sole expense of the relevant
Furnishing Entity.


 


Obligation to Return Evaluation Material.
Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material or documents, including copies thereof,
that contain Evaluation Material will be destroyed or, in your sole discretion, returned to the relevant Furnishing Entity. Notwithstanding
the foregoing, (a) the NRSRO may retain one or more copies of any document or other material containing Evaluation Material
to the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s internal policies and procedures
designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain any portion of the Evaluation Material that
may be found in backup tapes or other archive or electronic media or other documents prepared by the NRSRO and any Evaluation Material
obtained in an oral communication; provided, that any Evaluation Material so retained by the NRSRO will remain subject to
this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality Agreement.


 






    Exhibit P-2-4


     


    

 


Violations of this Confidentiality Agreement.


 


The NRSRO will be responsible
for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You agree promptly
to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use by any person of
the Confidential Information which may come to your attention and to take all steps reasonably requested by such Furnishing Entity
to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You acknowledge and
agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in the event that any
of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and injunctive relief
to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition
to any other remedy to which a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed that
no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any
right, power or privilege.


 


Term. Notwithstanding the termination
or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided a credit rating on a Security,
your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing Law. This Confidentiality
Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the relationships of the parties and/or
the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed in accordance with
the laws of the State of New York applicable to agreements made and to be performed within such State.


 


Amendments. This Confidentiality
Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire Agreement. This Confidentiality
Agreement represents the entire agreement between you and the Furnishing Entities relating to the treatment of Confidential Information
heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other understandings and agreements between
us relating to such matters; provided, however, that, if the terms of this Confidentiality Agreement conflict with
another agreement relating to the Confidential Information that specifically states that the terms of such agreement shall supersede,
modify or amend the terms of this Confidentiality Agreement, then to the extent the terms of this Confidentiality Agreement conflict
with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms hereof by entry into
this website.


 


Contact Information. Notices for
each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 


Banc of America Merrill Lynch Commercial Mortgage Inc. 





One Bryant Park





New York, New York 10036





Attention: Leland F. Bunch, III


 




    Exhibit P-2-5


     


    

 


EXHIBIT P-3


 


ONLINE MARKET DATA PROVIDER CERTIFICATION


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BANK 2019-BNK24


 


		Attention:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24



 


This Certification has been prepared
for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor.
If you represent a Market Data Provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526,
or at ctslink.customerservice@wellsfargo.com.






 


In accordance with
the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2019
(the “Pooling and Servicing Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc., as
Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National
Association, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells
Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the above-referenced certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc.,
BlackRock Financial Management, Inc., Interactive Data Corp., CMBS.com, Inc., Markit Group Limited, Moody’s Analytics, RealInsight
or Thomson Reuters Corporation, a market data provider that has been given access to the Statements to Certificateholders, CREFC®
Reports and supplemental notices on www.ctslink.com (“CTSLink”)
by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



 


		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports
on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any
other person without the written consent of the Depositor.



 


	4.	The undersigned shall be fully liable for any breach of the Pooling and Servicing Agreement by
itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master
Servicers, the Special Servicers, the 



 






    Exhibit P-3-1


     


    

 


	 	Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.



 


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Pooling and Servicing Agreement.



  


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 




    Exhibit P-3-2


     


    

 


EXHIBIT Q


 


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To the Persons Listed on the attached Schedule A


 


		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24 



  


Ladies and Gentlemen:


 


In accordance with Section
2.02 of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, the undersigned, as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as
to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation
Event has occurred) the Custodian has, subject to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents
delivered to it pursuant to Section 2.01 of the Pooling and Servicing Agreement and has determined that (i) subject to the first
proviso of the definition of “Mortgage File”, all documents specified in clauses (i) through (v), (viii), (ix), (xi),
(xii) and (xiii), if any, of the definition of “Mortgage File,” as applicable, are in its possession, (ii) the foregoing
documents delivered or caused to be delivered by the Mortgage Loan Seller have been reviewed by the Custodian and appear regular
on their face and appear to be executed and to relate to such Mortgage Loan and (iii) based on such examination and only as to
the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses
(iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.


 






    Exhibit Q-1


     


    

 





	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION,
 as Custodian


	 	 
	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 


SCHEDULE A


 


[APPLICABLE MORTGAGE LOAN SELLER’S NOTICE
ADDRESS]


  


Banc of America Merrill Lynch Commercial Mortgage Inc.





One Bryant Park





New York, New York 10036





Attention: Leland F. Bunch, III


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

Email: info.cmbs@fitchratings.com


 


DBRS, Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492

Email: cmbs.surveillance@dbrs.com


 


S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head





Facsimile: (888) 706-3565


 


Email: NoticeAdmin@midlandls.com


 






    Exhibit Q-2


     


    

 


National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number: (703) 647-3473

Email: kluzik@ncb.coop


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street,

8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2019-BNK24 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – BANK 2019-BNK24


 


Wilmington Trust, National Association

1100 North Market Street

Wilmington, Delaware 19890

Attention: CMBS Trustee BANK 2019-BNK24


 


Eightfold Real Estate Capital, L.P.

1111 Lincoln Road, Suite 802

Miami Beach, Florida 33139


Attention: Brian Tageson


Email: btageson@eightfoldcapital.com


  




    Exhibit Q-3


     


    

 






EXHIBIT R-1


 


FORM OF POWER OF ATTORNEY – [GENERAL][NCB]
MASTER SERVICER


 


RECORDING REQUESTED BY:


 


[Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2019-BNK24 Asset Manager

Telecopy Number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com]


 


[National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number: (703) 647-3473

Email: kluzik@ncb.coop]


 


 



SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY
THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing under
the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, as
trustee (the “Trustee”), pursuant to that Pooling and Servicing Agreement dated as of December 1, 2019
(the “Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor, Wells
Fargo Bank, National Association, as general master servicer [(in such capacity, the “General Master
Servicer”)], Midland Loan Services, a Division of PNC Bank, National Association, as general special servicer,
National Cooperative Bank, N.A., as NCB master servicer [(in such capacity, the “NCB Master Servicer”)]
and NCB special servicer, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the
“Certificate Administrator”), the Trustee, and Park Bridge Lender Services LLC, as operating advisor and
as asset representations reviewer hereby constitutes and appoints the [General][NCB] Master Servicer, by and through the
[General][NCB] Master Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s
name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the
“Mortgage Loans”) serviced by the [General][NCB] Master Servicer and all properties (“Mortgaged
Properties”) administered by the [General][NCB] Master Servicer pursuant to the Agreement, to execute and
acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate
the enumerated transactions described in items 1 through 12 below with respect to the Mortgage Loans and Mortgaged
Properties; provided, however, that the documents


 



    Exhibit R-1-1


     


    

 


described
below may only be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted under the Agreement.
Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


1.             
The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.


 


2.             
The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the
purpose of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct
title errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance,
(i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions
of the Agreement.


 


3.             
The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company or a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.


 


4.             
The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as
real estate owned, or conveyance of title to real estate owned.


 


5.             
The completion of loan assumption agreements.


 


6.             
The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured
thereby, including, without limitation, cancellation of the related Mortgage Note.


 


7.             
The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the
Mortgage Loan secured and evidenced thereby.


 


8.             
The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction
with the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.


 


9.             
The full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust,
and in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure,
or the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure,
the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation
or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy
proceedings, including, without limitation, any and all of the following acts:


 



    Exhibit R-1-2


     


    

 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and
the deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the taking of deed in lieu of foreclosure;



 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy
cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute
and complete eviction actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance
claims, including but not limited to appearing on behalf of the Trustee in quiet title actions; and



 


		i.	the preparation and execution of such other documents and performance of such other actions as
may be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs
9.a. through 9.h. above.



 


10.          
With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:


 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property
to a party contracted to purchase same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



 


11.          
The modification or amendment of escrow agreements established for repairs to the Mortgaged Property or reserves for replacement
of personal property.


 


12.          
The execution and delivery of the following:


 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related
Mortgaged Property and other related collateral;



 



    Exhibit R-1-3


     


    

 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents
to transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property,
consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application
of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property
or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged
Properties or REO Properties (including agreements and requests by any borrower with respect to modifications of the standards
of operation and management of such Mortgaged Properties or the replacement of asset managers), documents exercising any or all
of the rights, powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease
subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, any easements, covenants,
conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or
REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan
and any other consents.



 


The undersigned gives
said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth
below.


 


This appointment is to
be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is
not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent
that the [General][NCB] Master Servicer has the power to delegate its rights or obligations under the Agreement, the [General][NCB]
Master Servicer also has the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee,
under this Limited Power of Attorney, for purposes of performing its obligations and duties by executing such additional powers
of attorney in favor of its attorneys-in-fact as are necessary for such purpose. The [General][NCB] Master Servicer’s attorneys-in-fact
shall have no greater authority than that held by the [General][NCB] Master Servicer.


 


Nothing contained herein
shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights
and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the [General][NCB] Master Servicer the
power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except as
specifically provided for herein. If the [General][NCB] Master Servicer receives any notice of suit, litigation or proceeding in
the name


 



    Exhibit R-1-4


     


    

 


of Wilmington Trust, National Association, then the [General][NCB] Master Servicer shall promptly forward a copy of same
to the Trustee.


 


This limited power of
attorney is not intended to extend the powers granted to the [General][NCB] Master Servicer under the Agreement or to allow the
[General][NCB] Master Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by
the Agreement.


 


The [General][NCB] Master
Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against
any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of
any kind or nature whatsoever incurred by reason or result of the negligent use, or negligent or willful misuse, of this Limited
Power of Attorney by the [General][NCB] Master Servicer. The foregoing indemnity shall survive the termination of this Limited
Power of Attorney and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This Limited Power of
Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles
of such state.


 


Third parties without
actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this
Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has
been made in writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington
Trust, National Association, as Trustee for BANK 2019-BNK24 has caused its corporate seal to be hereto affixed and these presents
to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.


 


	
 

	
WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee for BANK 2019-BNK24


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 

	
 

	
Prepared by:


	
 

	
 

	
 


	
 

	
 

	
Name:





 



    Exhibit R-1-5


     


    

 


	
 

	
 

	
 


	
Witness:

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
Witness:

	
 

	
 


	
 

	
 

	
 




 

	
STATE OF DELAWARE

	
)


	
 

	
)   ss.:


	
COUNTY OF

	
)




 

On ____________________, before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

 

I certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct. 

 

Witness my hand and official seal. 

	
 

	
 


	
 

	
Notary Public


	
 

	
 


	
[SEAL]

	
 


	
 

	
 


	
My commission expires:

	
 


	
 

	
 





 



    Exhibit R-1-6


     


    

 



EXHIBIT R-2


 


FORM OF POWER OF ATTORNEY – [GENERAL][NCB]
SPECIAL SERVICER


 


RECORDING REQUESTED BY:


  


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head


Facsimile: (888) 706-3565


Email: NoticeAdmin@midlandls.com]


 


[National Cooperative Bank, N.A.


2011 Crystal Drive, Suite 800


Arlington, Virginia 22202


Attention: Kathleen Luzik, Chief Operating Officer


Facsimile number: (703) 647-3473


Email: kluzik@ncb.coop]


 


 



SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Wilmington
Trust, National Association, a national banking association, incorporated and existing under the laws of the United States, having
its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890, as Trustee (the “Trustee”)
pursuant to that Pooling and Servicing Agreement dated as of December 1, 2019 (the “Agreement”), between Banc
of America Merrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as general special servicer [(the “General Special
Servicer”)], National Cooperative Bank, N.A., as NCB master servicer and NCB special servicer [(in such capacity, the
“NCB Special Servicer”)], Wells Fargo Bank, National Association, as certificate administrator, the Trustee
and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, relating to the BANK 2019-BNK24,
Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24, hereby constitutes and appoints the [General][NCB] Special Servicer,
by and through the [General][NCB] Special Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the
Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage
Loans”) serviced by the [General][NCB] Special Servicer and all properties (“REO Properties”) administered
by the [General][NCB] Special Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all
documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions described in items 1 through
13 below with respect to the Mortgage Loans and REO Properties; provided, however, that the documents described below
may only be executed and delivered by


 



    Exhibit R-2-1


     


    

 


such Attorneys-in-Fact if such documents are required or permitted under the Agreement. Capitalized
terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.



 


		2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the
purpose of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct
title errors discovered after such title insurance was issued; provided that said modification or re-recording, in either instance,
(i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions
of the Agreement.



 


		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company of a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real
estate owned, or conveyance of title to real estate owned.



 


		5.	The completion of loan assumption agreements and transfers of interest in borrower entities.



 


		6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured
thereby, including, without limitation, cancellation of the related Mortgage Note.



 


		7.	The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the sale or repurchase of
the Mortgage Loan secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with
the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.



 


		9.	The full enforcement of and preservation of the Trustee’s interests in any Mortgage or the related promissory note, and
in the proceeds thereof, by way of, including but not limited to, taking title to any Mortgaged Property on behalf of the Trust,
foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial foreclosure and/or any
related litigation, including without limitation, guaranty or receivership litigation, or litigation on the note, or the termination,
cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions or 



 



    Exhibit R-2-2


     


    

 


	 	 	proceedings
with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, the initiation or
defense of any litigation related to the ownership of any REO Property, and the pursuit of title insurance, hazard insurance and
claims in bankruptcy proceedings, including, without limitation, any and all of the following acts:



 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the deed of trust;



 





		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the taking of deed in lieu of foreclosure;



 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage
Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction
actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but
not limited to appearing on behalf of the Trustee in quiet title actions;



 


		i.	the creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and



 


		j.	the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms
of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.



 


		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:



 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase
same;



 



    Exhibit R-2-3


     


    

 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



 


		11.	The modification or amendment of escrow agreements established for repairs to the mortgaged property or reserves for replacement
of personal property.



 


		12.	Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in its
capacity as Trustee, in litigation and to resolve such litigation, provided that such resolution shall not include any admission
of fault or wrongdoing by the Trustee or, without the Trustee’s consent, subject the Trustee to any form of injunctive relief.



  


		13.	The execution and delivery of the following:



 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien
created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related Mortgaged Property
and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full
defeasance, and all other comparable instruments;



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests
in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents to any mezzanine
financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds
of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property or otherwise, documents
relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including
agreements and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged
Properties or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights, powers and privileges
granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance
and attornment agreements or other leasing or rental arrangements, management agreements, any easements, covenants, conditions,
restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties or REO Properties,
instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage Loan and any other
consents; and



 



    Exhibit R-2-4


     


    

 


		d.	any and all documents, instruments and certifications as are reasonably necessary to complete or accomplish the [General][NCB]
Special Servicer’s duties and responsibilities under the Agreement.



  


The undersigned gives said Attorney-in-Fact full power and authority
to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power
or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify
and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


 


This appointment is to be construed and interpreted as a limited
power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to,
and it is not to be construed as a general power of attorney.


 


Solely to the extent that the [General][NCB] Special Servicer
has the power to delegate its rights or obligations under the Agreement, the [General][NCB] Special Servicer also has the power
to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power of Attorney,
for purposes of performing its obligations and duties by executing such additional powers of attorney in favor of its attorneys-in-fact
as are necessary for such purpose. The [General][NCB] Special Servicer’s attorneys-in-fact shall have no greater authority
than that held by the [General][NCB] Special Servicer.


 


Nothing contained herein shall: (i) limit in any manner any
indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee
under the Agreement, or (iii) be construed to grant the [General][NCB] Special Servicer the power to initiate or defend any suit,
litigation or proceeding in the name of Wilmington Trust, National Association except as specifically provided for herein. If the
[General][NCB] Special Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington Trust, National
Association, then the [General][NCB] Special Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of attorney is not intended to extend the
powers granted to the [General][NCB] Special Servicer under the Agreement or to allow the [General][NCB] Special Servicer to take
any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The [General][NCB] Special Servicer hereby agrees to indemnify
and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred
by reason or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the [General][NCB]
Special Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or
the earlier resignation or removal of the Trustee under the Agreement.


 



    Exhibit R-2-5


     


    

 


This Limited Power of Attorney is entered into and shall be
governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


 


Third parties without actual notice may rely upon the exercise
of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall continue
in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.


 


IN WITNESS WHEREOF, Wilmington Trust, National Association,
as Trustee for BANK 2019-BNK24, has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged
in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.


 


	 	 	Wilmington Trust, National Association, as Trustee for BANK 2019-BNK24
	 	 	 	 
	 	 	By:	 
	 	 		Name:
	 	 	 	Title:
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 
	 	 	 	 
	Witness:	 	 	 
	 	 	 	 



 



    Exhibit R-2-6


     


    

 


	STATE OF DELAWARE	)
	 	)      ss.:
	COUNTY OF	)



 


On ____________________,
before me, _________________________________ Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY
OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


Witness my hand and official seal.


 


	 	 
	Notary
    signature	 



 



    Exhibit R-2-7


     


    

 





EXHIBIT S


 


INITIAL SERVICED COMPANION NOTEHOLDERS


 


	Loan	Companion Holder
	1412 Broadway Whole Loan	
        NOTE A-2 AND NOTE A-3:

         

        Morgan Stanley Bank, N.A.

         

        NOTICE ADDRESS:

         

        Morgan Stanley Bank, N.A.

        1585 Broadway

        New York, New York 10036

        Attention: Jane Lam

         

        with a copy to:

         

        Morgan Stanley Bank, N.A.

        1633 Broadway, 29th Floor

        New York, New York 10019

        Attention: Legal Compliance Division

         

        and a copy by email to:

         

        cmbs_notices@morganstanley.com




 



    Exhibit S-1


     


    

 





EXHIBIT T


 


FORM OF NOTICE RELATING TO THE NON-SERVICED
MORTGAGE LOANS


 


[FOR 55 Hudson Yards:


Wells Fargo Bank, National Association


Commercial Mortgage Servicing


Three Wells Fargo


401 South Tryon Street, 8th Floor


MAC D1050-084


Charlotte, North Carolina 28202


Attention: Hudson Yards 2019-55HY Asset Manager


Facsimile number: (704) 715-0036


 


With a copy by email to: commercial.servicing@wellsfargo.com]


 


[FOR JACKSON PARK:


Wells Fargo Bank, National Association


Commercial Mortgage Servicing


Three Wells Fargo


401 South Tryon Street, 8th Floor


MAC D1050-084


Charlotte, North Carolina 28202


Attention: JAX 2019-LIC Asset Manager


Facsimile number: (704) 715-0036


 


With a copy by email to: commercial.servicing@wellsfargo.com]


 


[FOR PARKLAWN BUILDING AND ILPT INDUSTRIAL PORTFOLIO:


Wells Fargo Bank, National Association


Commercial Mortgage Servicing


401 South Tryon Street, 8th Floor


MAC D1050-084


Charlotte, North Carolina 28202


Attention: MSC 2019-L3 Asset Manager


Facsimile number: (704) 715-0036


Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


K&L Gates LLP


Hearst Tower, 47th Floor


214 North Tryon Street


Charlotte, North Carolina 28202


Attention: Stacy G. Ackermann


Reference: MSC 2019-L3]


 



    Exhibit T-1


     


    

 


[FOR PARK TOWER AT TRANSBAY:


Wells Fargo Bank, National Association


Commercial Mortgage Servicing


401 South Tryon Street, 8th Floor


MAC D1050-084


Charlotte, North Carolina 28202


Attention: BANK 2019-BNK21 Asset Manager


Facsimile number: (704) 715-0036


Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


K&L Gates LLP


Hearst Tower, 47th Floor


214 North Tryon Street


Charlotte, North Carolina 28202


Attention: Stacy G. Ackermann


Reference: BANK 2019-BNK21]


 


[FOR GIANT ANCHORED PORTFOLIO:


Wells Fargo Bank, National Association


Commercial Mortgage Servicing


401 South Tryon Street, 8th Floor


MAC D1050-084


Charlotte, North Carolina 28202


Attention: CGCMT 2019-C7 Asset Manager


Facsimile number: (704) 715-0036


Email: commercial.servicing@wellsfargo.com


 


with a copy to:


 


K&L Gates LLP


Hearst Tower, 47th Floor


214 North Tryon Street


Charlotte, North Carolina 28202


Attention: Stacy G. Ackermann


Reference: CGCMT 2019-C7]


 



    Exhibit T-2


     


    

 


VIA [EMAIL]


 


		Re:	BANK 2019-BNK24, 

Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24



 


Ladies and Gentlemen:


 


As you know, [_____],
acts as the master servicer (the “Lead Servicer”) for the whole loan secured by the [mortgaged property][portfolio
of mortgaged properties] identified as [NON-SERVICED WHOLE LOAN] (the “Subject Whole Loan”) under the pooling
and servicing agreement relating to the [_____] securitization trust (the “PSA”). This is to inform you that
one or more of the promissory notes related to the Subject Whole Loan (the “Subject Mortgage Loan”) has been
transferred to BANK 2019-BNK24 pursuant to that certain Pooling and Servicing Agreement, dated as of December 1, 2019 (the “2019-BNK24
Pooling and Servicing Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor, Wells
Fargo Bank, National Association, as general master servicer (in such capacity, the “2019-BNK24 General Master Servicer”),
Midland Loan Services, a Division of PNC Bank, National Association, as general special servicer, National Cooperative Bank, N.A.,
as NCB master servicer and NCB special servicer, Wells Fargo Bank, National Association, as certificate administrator (in such
capacity, the “2019-BNK24 Certificate Administrator”), Wilmington Trust, National Association, as trustee (the
“2019-BNK24 Trustee”), and Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer, and that the 2019-BNK24 Trustee is the holder of the Subject Mortgage Loan.


 


The undersigned, as 2019-BNK24
Certificate Administrator, hereby directs you, in your capacity as the Lead Servicer of the Subject Whole Loan, to remit to the
2019-BNK24 General Master Servicer all amounts payable to, and forward, deliver or otherwise make available, as the case may be,
to the 2019-BNK24 General Master Servicer all reports, statements, documents, communications, and other information that are to
be forwarded, delivered or otherwise made available to, the holder of the Subject Mortgage Loan under the related Intercreditor
Agreement (as such term is defined in the 2019-BNK24 Pooling and Servicing Agreement) and the PSA.


 


The Subject Mortgage
Loan [is][is not] a Significant Obligor (as such term is defined in the 2019-BNK24 Pooling and Servicing Agreement) under the 2019-BNK24
Pooling and Servicing Agreement


 


Thank you for your attention
to this matter.


 



    Exhibit T-3


     


    

 


	 	Date:	 	 	 
	 	 	 	 
	 	 	Wells Fargo Bank, National Association,
as Certificate Administrator for the Holders of the BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24
	 	 	 	 
	 	 	By:	
	 	 	 	Name:
	 	 	 	Title:



 



    Exhibit T-4


     


    

 


cc:



[FOR 55 HUDSON YARDS:

[____]]


 


[FOR JACKSON PARK:

[____]]


 


[FOR PARKLAWN BUILDING:

[____]]


 


[FOR PARK TOWER AT TRANSBAY AND ILPT INDUSTRIAL PORTFOLIO:

[____]]


 


[FOR GIANT ANCHORED PORTFOLIO:

[____]]


 



    Exhibit T-5


     


    

 





EXHIBIT U


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

Email: info.cmbs@fitchratings.com



 


DBRS, Inc.

333 West Wacker Drive, Suite 1800

Chicago, Illinois 60606

Attention: Commercial Mortgage Surveillance

Facsimile No.: (312) 332-3492

Email: cmbs.surveillance@dbrs.com


 


S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


[INSERT ADDRESS OF APPLICABLE MORTGAGE LOAN SELLER]


 


		From:	[Wells Fargo Bank, National Association][National Cooperative Bank, N.A.], in its capacity as [General][NCB] Master Servicer
under the Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer.



 


		Date:	_________, 20___



 



    Exhibit U-1


     


    

 


		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24



Mortgage Loan (the “Mortgage Loan”) identified by loan number _____ [and loan number [_______]] on the Mortgage
Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on
the Mortgage Loan Schedule by the following names:____________________

       ____________________



 


Reference is made to
the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to
such terms in the Pooling and Servicing Agreement.


 


As [General][NCB] Master
Servicer under the Pooling and Servicing Agreement, we hereby:


 


(a)  
Notify you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan,
of the type checked below:


 


____ a full defeasance of the
entire principal balance of the Mortgage Loan; or


 


____ a partial defeasance of
a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or _______%
of the entire principal balance of the Mortgage Loan;


 


(b) 
Certify that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A
hereto, which exceptions the [General][NCB] Master Servicer has determined, consistent with the Servicing Standards, will have
no material adverse effect on the Mortgage Loan or the defeasance transaction:


 


(i)           
The Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied
in all material respects in completing the defeasance.


 


(ii)        
  The defeasance was consummated on __________, 20__.


 


(iii)        
 The defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section
2(a)(16) of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for
‘AAA’ Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s
Public Finance Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal
due at maturity cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)          The
[General][NCB] Master Servicer received an opinion of counsel (from counsel approved by the [General][NCB] Master Servicer in
accordance with the Servicing Standard) that the defeasance will not result in an Adverse REMIC Event.


 



    Exhibit U-2


     


    

 


(v)        
The [General][NCB] Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance
Obligor”) that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings
Real Estate Finance Criteria, as amended to the date of the defeasance (the “S&P Criteria”)) or is subject
to restrictions in its organizational documents substantially similar to those contained in the organization documents of the original
Borrower with respect to bankruptcy remoteness and single purpose as of the date of the defeasance, and after the defeasance owns
no assets other than the defeasance collateral and real property securing Mortgage Loans included in the pool.


 


(vi)        
The defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P
Criteria) in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities
intermediary and has been pledged to the Trustee on behalf of the Trust.


 


(vii)        
The agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee
on behalf of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds
of the defeasance collateral directly to the [General][NCB] Master Servicer’s collection account in the amounts and on the
dates specified in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to
the allocated loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents
(the “Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv)
permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the
Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the
defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)        
The [General][NCB] Master Servicer received written confirmation from a firm of independent certified public accountants,
who were approved by the [General][NCB] Master Servicer in accordance with the Servicing Standard stating that (i) revenues from
the defeasance collateral (without taking into account any earnings on reinvestment of such revenues) will be sufficient to timely
pay each of the Scheduled Payments after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion
thereof in connection with a partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment
Date), (ii) the revenues received in any month from the defeasance collateral will be applied to make Scheduled Payments within
four (4) months after the date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in
any calendar or fiscal year will not


 



    Exhibit U-3


     


    

 


exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated
portion thereof in a partial defeasance) for such year.


 


(ix)        
The Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below).
The entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of
pool balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent
Distribution Date Statement received by us (the “Current Report”).


 


(x)        
The [General][NCB] Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses
a valid, perfected first priority security interest in the defeasance collateral and that the documents executed in connection
with the defeasance are enforceable in accordance with their respective terms.


 


(c)          Certify that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the
Defeasance Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)          Certify that the individual under whose hand the [General][NCB] Master Servicer has caused this Notice and Certification
to be executed did constitute a Servicing Officer as of the date of the defeasance described above.


 


(e)  
Certify that it has provided the required notices to, and obtained the required consents of, the related Mortgage Loan Seller
in accordance with Section 3.18(i) of the Pooling and Servicing Agreement.


 


(f)          Agree to provide copies of all items listed in Exhibit B to you upon request.


 



    Exhibit U-4


     


    

 





IN WITNESS WHEREOF, the
[General][NCB] Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 


	 	[________________]
	 	as [General][NCB] Master Servicer
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    Exhibit U-5


     


    

 





EXHIBIT V


 


FORM OF OPERATING ADVISOR
ANNUAL REPORT1


 


Report Date: This report will be delivered
no later than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing Agreement, dated as of December
1, 2019 (the “Pooling and Servicing Agreement”). 

Transaction: BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24 

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer: [Midland Loan Services, a Division of PNC Bank, National Association][National Cooperative Bank, N.A.]

Directing Certificateholder: Eightfold Real Estate Capital, L.P.


 


		I.	Population of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The [General][NCB] Special Servicer has
notified the Operating Advisor that [●]
Specially Serviced Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●]
of those Specially Serviced Loans are still being analyzed by the [General][NCB] Special Servicer as part of the development of
an Asset Status Report.



 


		b.	Asset Status Reports were issued with
respect to [●] of such
Specially Serviced Loans. This report is based only on the Specially Serviced Loans in respect of which an Asset Status Report
has been issued. The Asset Status Reports may not yet be fully implemented.



 


		II.	Executive Summary



 


Based on the requirements and qualifications
set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in accordance with
the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken a limited review
of the Special Servicer’s reported actions on the loans identified in this report. Based solely on such limited review of
the items listed in this report, and subject to the assumptions, limitations and qualifications set forth herein, the Operating
Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer [is/is not] operating in compliance
with the Servicing Standard with respect to its performance of its duties under the Pooling and Servicing Agreement.


 


		●	[LIST OF MATERIAL DEVIATION ITEMS]



 


 



 


1
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The
Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the
compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged
Information.


 



    Exhibit V-1


     


    

 


In addition, the Operating Advisor notes
the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


		●	[ADD RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]



 


In connection with the assessment set forth
in this report, the Operating Advisor:


 


		1.	Reviewed the Asset Status Reports, the Special Servicer’s assessment of compliance report, attestation report by a third
party regarding the Special Servicer’s compliance with its obligations and net present value calculations and Appraisal Reduction
Amount calculations and [LIST OTHER REVIEWED INFORMATION] for the following [●] Specially Serviced Loans: [List related mortgage
loans]



 


		2.	Consulted with the Special Servicer as provided under the Pooling and Servicing Agreement. The Operating Advisor’s analysis
of the Asset Status Reports (including related net present value calculations and Appraisal Reduction Amount calculations) related
to the Specially Serviced Loans should be considered a limited investigation and not be considered a full or limited audit. For
instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including amendments and appendices),
re-engineer the quantitative aspects of their net present value calculator, visit any property, visit the Special Servicer, visit
the Directing Certificateholder or interact with any borrower. In addition, our review of the net present value calculations and
Appraisal Reduction Amount calculations is limited to the mathematical accuracy of the calculations and the corresponding application
of the non-discretionary portions of the applicable formulas, and as such, does not take into account the reasonableness of the
discretionary portions of such formulas.



 


		III.	Specific Items of Review



 


		1.	The Operating Advisor reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].



 


		2.	During the prior year, the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited
number of issues related to the following Specially Serviced Loans: [LIST]. The Operating Advisor participated in discussions and
made strategic observations and recommended alternative courses of action to the extent it deemed such observations and recommendations
appropriate.



 


		3.	Appraisal Reduction Amount calculations and net present value calculations:



 


		4.	The Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical
calculations and the corresponding application of the non-discretionary portions of the applicable formulas required to be utilized
in connection with any Appraisal Reduction Amount or net present value calculations used in the Special Servicer’s 



 



    Exhibit V-2


     


    

 


	 	 	determination
of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan prior to the utilization
by the Special Servicer.



 


		a.	The Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable
non-discretionary portions of the formula] required to be utilized for such calculation.



 


		b.	After consultation with the Special Servicer to resolve any inaccuracy in the mathematical calculations or the application
of the non-discretionary portions of the related formula in arriving at those mathematical calculations, such inaccuracy [has been/
has not been] resolved.



 


		5.	The following is a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].



 


		6.	In addition to the other information presented herein, the Operating Advisor notes the following additional items, if any:
[LIST ADDITIONAL ITEMS].



 


		IV.	Assumptions, Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	As provided in the Pooling and Servicing Agreement, the Operating Advisor (i) is not required to report on instances of non-compliance
with, or deviations from, the Servicing Standard or the Special Servicer’s obligations under the Pooling and Servicing Agreement
that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial and (ii) will not be required
in the ordinary course to provide or obtain a legal opinion, legal review or legal conclusion as part of that assessment.



 


		2.	In rendering our assessment herein, we have assumed that all executed factual statements, instruments, and other documents
that we have relied upon in rendering this assessment have been executed by persons with legal capacity to execute such documents.



 


		3.	Except as may have been reflected in any Asset Status Report, the Operating Advisor did not participate in, or have access
to, the Special Servicer’s and Directing Certificateholder’s discussion(s) regarding any Specially Serviced Loan. The
Operating Advisor does not have authority to speak with the Directing Certificateholder or borrower directly. As such, the Operating
Advisor relied upon the information delivered to it by the Special Servicer as well as its interaction with the Special Servicer,
if any, in gathering the relevant information to generate this report. The services that we perform are not designed and cannot
be relied upon to detect fraud or illegal acts should any exist.



 


		4.	The Special Servicer has the legal authority and responsibility to service any Specially Serviced Loans pursuant to the Pooling
and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth therein or direct
the actions of the Special Servicer.



 



    Exhibit V-3


     


    

 


		5.	Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance
of any communications held between it and the Special Servicer regarding any Specially Serviced Loans and certain information it
reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all
the relevant information that the Operating Advisor is given access to by the Special Servicer.



 


		6.	There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Loans. These include,
but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor
does not participate in any discussions regarding such actions. As such, Operating Advisor has not assessed the Special Servicer’s
operational compliance with respect to those types of actions.



 


		7.	The Operating Advisor is not empowered to speak with any investors directly. If the investors have questions regarding this
report, they should address such questions to the Certificate Administrator through the Certificate Administrator’s website.



 


		8.	This report does not constitute recommendations to buy, sell or hold any security, nor does the Operating Advisor take into
account market prices of securities or financial markets generally when performing its limited review of the Special Servicer as
described above. The Operating Advisor does not have a fiduciary relationship with any Certificateholder or any other party or
individual. Nothing is intended to or should be construed as creating a fiduciary relationship between the Operating Advisor and
any Certificateholder, party or individual.



 


Terms used but not defined herein have
the meaning set forth in the Pooling and Servicing Agreement..


 



    Exhibit V-4


     


    

 





EXHIBIT W


 


Form
of Notice from Operating Advisor Recommending Replacement of THE [General][NCB] Special Servicer


 


Wilmington Trust, National Association


as Trustee


1100 North Market Street


Wilmington, Delaware 19890


Attention: CMBS Trustee BANK 2019-BNK24

Telecopy number: (302) 630-4140


 


Wells Fargo Bank, National Association

as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attention: Corporate Trust Services (CMBS)

BANK 2019-BNK24

Telecopy Number: (410) 715-2380


 


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head


Facsimile: (888) 706-3565


Email: NoticeAdmin@midlandls.com]


 


[National Cooperative Bank, N.A.,

as NCB Special Servicer

2011 Crystal Drive, Suite 800


Arlington, Virginia 22202


Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number: (703) 647-3473

Email: kluzik@ncb.coop]


 


		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24, 

Recommendation of Replacement of [General][NCB] Special Servicer 



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and
Servicing Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank,
National Association, as General Master Servicer, Midland Loan Services, a Division of PNC


 



    Exhibit W-1


     


    

 


Bank, National Association, as General
Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services LLC,
as Operating Advisor and as Asset Representations Reviewer, on behalf of the holders of BANK 2019-BNK24, Commercial Mortgage Pass-Through
Certificates, Series 2019-BNK24 (the “Certificates”) regarding the replacement of the [General][NCB] Special
Servicer. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in
the Pooling and Servicing Agreement.


 


Based upon our review
of the [General][NCB] Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26
of the Pooling and Servicing Agreement, it is our assessment that [Midland Loan Services, a Division of PNC Bank, National Association][National
Cooperative Bank, N.A.], in its current capacity as [General][NCB] Special Servicer, is not [performing its duties under the Pooling
and Servicing Agreement][acting in accordance with the Servicing Standard]. The following factors support our assessment: [________].


 


Based upon such assessment,
we further hereby recommend that [Midland Loan Services, a Division of PNC Bank, National Association][National Cooperative Bank,
N.A.] be removed as [General][NCB] Special Servicer and that [________] be appointed its successor in such capacity.


 


	 	Very truly yours,
	 	 	 
	 	[The Operating Advisor]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:



 


Dated:


 



    Exhibit W-2


     


    

 





EXHIBIT X


 


Form
of CONFIDENTIALITY Agreement


 


[Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BANK 2019-BNK24 Asset Manager

Telecopy Number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com]


 


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head


Facsimile: (888) 706-3565


Email: NoticeAdmin@midlandls.com]


 


[National Cooperative Bank, N.A.,

as NCB Special Servicer

2011 Crystal Drive, Suite 800


Arlington, Virginia 22202


Attention: Kathleen Luzik, Chief Operating Officer

Facsimile number: (703) 647-3473

Email: kluzik@ncb.coop]


 


		Re:	Access to Certain Information Regarding BANK 2019-BNK24, Commercial Mortgage
Pass-Through Certificates, Series 2019-BNK24



 


Ladies and Gentlemen:


 


Reference is hereby made to that certain
Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), among the Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells
Fargo Bank, National Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer. Defined terms used herein and not otherwise defined shall
have the meanings set forth in the Pooling and Servicing Agreement.


 


[Wells Fargo Bank, National Association
(“Wells Fargo”)/Midland Loan Services, a Division of PNC Bank, National Association (“Midland”)/National
Cooperative Bank, N.A. (“NCB”)] understands that [____] (the “Company”)
is requesting certain confidential or non-public


 



    Exhibit X-1


     


    

 


[_____] [__], 20[__]

Page 2




 


information relating to the Mortgage Loans to which the Company has continuing
rights as a Certificateholder. The Company is requesting such information for the purpose of analyzing asset performance and evaluating
any continuing rights the Company may have under the Trust (the “Permitted
Purpose”). The Company agrees that the Permitted Purpose shall not include the use or disclosure of the Confidential
Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related
mortgage loan documents.


 


[Wells Fargo/ Midland/ NCB] will provide
the Company with certain confidential, non-public servicing information (the “Confidential
Information”) pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company
acknowledges that the Confidential Information (a) includes or may be based upon information provided to [Wells Fargo/ Midland/
NCB] by third parties, (b) may not have been verified by [Wells Fargo/ Midland/ NCB], and (c) may be incomplete or contain
inaccuracies. The Company agrees that [Wells Fargo/ Midland/ NCB], the [“General Master Servicer”/“General
Special Servicer”/“NCB Master Servicer”/“NCB Special Servicer”] (as defined in
the Pooling and Servicing Agreement) and its respective Representatives (as defined below) shall not have any liability to the
Company or its Representatives resulting from (x) any inaccuracies or omissions in the Confidential Information, (y) any
use of the Confidential Information, or (z) [Wells Fargo/ Midland/ NCB]’s failure or inability to provide the Confidential
Information to the Company for any reason. Notwithstanding the foregoing, the following will not constitute “Confidential
Information” for purposes of this letter agreement: (a) information that was already in Company’s possession
prior to its receipt from [Wells Fargo/ Midland/ NCB]; (b) information that is obtained by Company from a third person who,
insofar as is known to Company, is not prohibited from transmitting the information to Company by a contractual, legal or fiduciary
obligation to [Wells Fargo/ Midland/ NCB]; (c) information that is or becomes publicly available through no fault of Company;
and (d) information that is independently developed by Company. The term “Representatives” with respect to any
entity shall mean the officers, directors, general partners, employees, agents, affiliates, auditors and legal counsel (which may
be internal counsel) of that entity.


 


The Company may have access to the Confidential
Information through (at [Wells Fargo/ Midland/ NCB]’s election): (i) responses to reasonable written inquiries received
from the Company, (ii) conference calls conducted on a reasonably scheduled basis with [Wells Fargo/ Midland/ NCB]’s
surveillance group, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____]
system or any successor or replacement system (“System”).
[Wells Fargo/ Midland/ NCB] may cease or defer providing the Company with Confidential Information in the event that (a) the
Company or its Representatives violate any provision hereof, or (b) [Wells Fargo/ Midland/ NCB] determines (in its sole discretion)
that such termination is necessary for any reason, including its determination that such action is required pursuant to the terms
of the Pooling and Servicing Agreement, the related Mortgage Loan documents, or any applicable law. [Wells Fargo/ Midland/ NCB]
shall cease to provide the Company with Confidential Information if [Wells Fargo/ Midland/ NCB] has actual knowledge that the Company
or its Representatives are affiliates of any borrower under the Mortgage Loan documents and [Wells Fargo/ Midland/ NCB] determines
that the provision, notice or access to such Confidential Information would violate the accepted servicing practices or servicing
standards as defined in the Pooling and Servicing Agreement. The Company’s obligations and


 



    Exhibit X-2


     


    

 


[_____] [__], 20[__]

Page 3




 


the restrictions applicable to
the protection of the Confidential Information hereunder shall survive the termination of the Company’s access to the Confidential
Information. [Wells Fargo/ Midland/ NCB]’s remedies hereunder, at law or at equity, are cumulative and may be combined.


 


The Company agrees that it will not, and
it shall not permit its Representatives, to disclose the Confidential Information in any manner whatsoever to any other person
or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need
to know the information, or as otherwise required by applicable law, court order or any governmental agency or regulator. The Company
acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential
Information by it or its Representatives for any purpose other than a Permitted Purpose, in addition to being a breach of this
letter agreement, may constitute a violation of federal and state securities laws. The Company will take reasonable measures to
ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential.
The Company shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding the foregoing, the
Company may subsequently provide all or any part of such Confidential Information to any other person or entity that holds or is
contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms such ownership interest
or prospective ownership interest and provided that, prior to the delivery of such Confidential Information, such persons
shall have executed and delivered to the Company an agreement that is substantially similar in form and substance to this agreement.


 


This letter agreement shall be governed
by and construed in accordance with the laws of the State of New York without the application of conflict of laws principles. Anything
herein to the contrary notwithstanding, [Wells Fargo/ Midland/ NCB] intends at all times to comply with the terms and provisions
of the Pooling and Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of [Wells
Fargo/ Midland/ NCB]’s rights or obligations under the Pooling and Servicing Agreement. This letter agreement may be executed
in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall be deemed to be an original instrument,
and all such counterparts together shall constitute one agreement.


 


This agreement shall terminate with respect
to the information received by the Company one year after the Company receives such information or ceases to be a Certificateholder.
Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality
of Confidential Information agreed to in connection with accessing the System whether agreed to in accessing the System before
or after signing this letter agreement.


 



    Exhibit X-3


     


    

 





Please have an authorized signatory countersign
in the space provided below to indicate the Company’s confirmation of, and agreement to, the matters set forth herein.


 


	 	Very truly yours,
	 	 	 
	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	 	[Midland
Loan Services, a Division of PNC Bank, National Association
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	 	[NATIONAL COOPERATIVE BANK, N.A.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 





	CONFIRMED AND AGREED TO:	 
	 	 	 
	[COMPANY NAME]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 



    Exhibit X-4


     


    

 


EXHIBIT Y


 


FORM CERTIFICATION TO BE PROVIDED WITH
FORM 10-K


 


CERTIFICATION






 


I, [identify the certifying
individual], certify that:


 


		1.	I have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in
respect of the period covered by this report on Form 10-K of BANK 2019-BNK24 (the “Exchange
Act periodic reports”);



 


		2.	Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this report;



 


		3.	Based on my knowledge, all of the distribution, servicing and other information required to be
provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;



 


		4.	Based on my knowledge and the servicer compliance statements required in this report under Item
1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations
under the servicing agreements in all material respects; and



 


		5.	All of the reports on assessment of compliance with servicing criteria for asset-backed securities
and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required
to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described
in such reports have been disclosed in this report on Form 10-K.



 


In giving the certifications
above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


[(A) Wells Fargo Bank,
National Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General
Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer;


 


(B) [List other applicable
reporting servicers]]


 



    Exhibit Y-1


     


    

 


	Date:	 	 
	 	 	 
	 	 	 




President

Banc of America Merrill Lynch Commercial Mortgage Inc.

(Senior officer in charge of the securitization of the depositor)


 



    Exhibit Y-2


     


    

 





EXHIBIT Y-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


BANK 2019-BNK24 (the “Trust”)


 


The undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator
(in such capacity, the “Certificate Administrator”), under that certain Pooling and Servicing Agreement, dated
as of December 1, 2019 (the “Pooling and Servicing Agreement”), entered into by Banc of America Merrill Lynch
Commercial Mortgage Inc., as depositor (the “Depositor”), Wells Fargo Bank, National Association, as general
master servicer (in such capacity, the “General Master Servicer”), Midland Loan Services, a Division of PNC
Bank, National Association, as general special servicer (the “General Special Servicer”), National Cooperative
Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and NCB special servicer (in
such capacity, the “NCB Special Servicer”), Wilmington Trust, National Association, as trustee, the Certificate
Administrator, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, certifies to [_______],
the Depositor, each Other Depositor and each Other Certificate Administrator with respect to a securitization of a Serviced Companion
Loan and their respective officers, directors and affiliates, to the extent that the following information is within our normal
area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that the applicable
Certification Parties will rely upon this certification, that:


 


		1.	I have reviewed the annual report on Form 10-K for the fiscal year 20[__] (the “Annual
Report”), and all reports on Form 10-D and Form 8-K to be filed in respect of periods included in the year
covered by the Annual Report (collectively with the Annual Report, the “Reports”);



 


		2.	To my knowledge, the Reports taken as a whole, do not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Annual Report;



 


		3.	To my knowledge, the distribution information required to be provided by the Certificate Administrator
under the Pooling and Servicing Agreement for inclusion in the Reports is included in the Reports;



 



    Exhibit Y-1-1


     


    

 


		4.	I am responsible for reviewing the activities performed by the Certificate Administrator under
the Pooling and Servicing Agreement and based on my knowledge and the compliance reviews conducted in preparing the Certificate
Administrator compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except
as disclosed on any Reports, the Certificate Administrator has fulfilled its obligations in all material respects under the Pooling
and Servicing Agreement; and



 


		5.	The report on assessment of compliance with servicing criteria applicable to the Certificate Administrator
for asset-backed securities with respect to the Certificate Administrator or any Servicing Function Participant retained by the
Certificate Administrator and related attestation report on assessment of compliance with servicing criteria applicable to it required
to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB
and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor for inclusion as an exhibit to such Form 10-K.
Any material instances of noncompliance described in such reports have been provided to the Depositor for disclosure in such annual
report on Form 10-K.



 


In giving the certifications
above, the Certificate Administrator has reasonably relied on information provided to it by the following unaffiliated persons:
the General Master Servicer, the General Special Servicer, the NCB Master Servicer, the NCB Special Servicer, the Depositor, the
Trustee and/or the Custodian.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date: 


 


	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	 Title:]



 



    Exhibit Y-1-2


     


    

 





Exhibit
Y-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


BANK 2019-BNK24 (the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of [WELLS FARGO BANK, NATIONAL ASSOCIATION][NATIONAL COOPERATIVE BANK, N.A.], as [General][NCB]
Master Servicer under that certain Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), entered into by Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor
(the “Depositor”), Wells Fargo Bank, National Association, as general master servicer (in such capacity, the
“General Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as general
special servicer (the “General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in
such capacity, the “NCB Master Servicer”) and NCB special servicer (in such capacity, the “NCB Special
Servicer”), Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate
administrator (in such capacity, the “Certificate Administrator”), and Park Bridge Lender Services LLC, as operating
advisor and as asset representations reviewer, on behalf of the [General][NCB] Master Servicer, certify to [Name of Certifying
Person(s) for Sarbanes-Oxley Certification], the Depositor and each Other Depositor with respect to a securitization of a Serviced
Companion Loan and their respective officers, directors and affiliates, and with the knowledge and intent that the applicable Certification
Parties will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending
[December 31, 20__] (the “Relevant Period”),
and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer backup certificate
delivered by each Special Servicer relating to the Relevant Period, all servicing information and all reports (the “Servicer
Reports”) required to be submitted by the [General][NCB] Master Servicer to the Certificate Administrator pursuant
to Sections 3.12(b) and (d) of the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Master Servicer
to the Certificate Administrator for inclusion in these reports;



 


		2.	Based on my knowledge, and assuming the accuracy of the
statements required to be made by each Special Servicer in the special servicer backup certificate delivered by each Special Servicer
relating to the Relevant Period, the master servicing information contained in the Servicer Reports, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;



 


		3.	I am, or a Servicing Officer under my supervision is,
responsible for reviewing the activities performed by the [General][NCB] Master Servicer under the Pooling and Servicing Agreement
and based upon my knowledge and the annual compliance reviews 



 



    Exhibit Y-2-1


     


    

 


		 	conducted in preparing the servicer compliance statements required
to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion on Form 10-K pursuant to Item 1123
of Regulation AB with respect to the [General][NCB] Master Servicer, and except as disclosed in the compliance certificate delivered
by the [General][NCB] Master Servicer under Section 11.09 of the Pooling and Servicing Agreement, the [General][NCB] Master
Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects during the Relevant
Period;



 


		4.	The accountants that are to deliver the annual attestation
report on assessment of compliance with the Relevant Servicing Criteria in respect of the [General][NCB] Master Servicer with
respect to the Trust’s fiscal year _____ have been provided all information relating to the [General][NCB] Master Servicer’s
assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a review in compliance with the
standards for attestation engagements issued or adopted by the PCAOB; and



 


		5.	The report on assessment of compliance with servicing
criteria applicable to the [General][NCB] Master Servicer for asset-backed securities with respect to the [General][NCB] Master
Servicer or any Servicing Function Participant retained by the [General][NCB] Master Servicer and related attestation report on
assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for
the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been
provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material
instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for
disclosure in such annual report on Form 10-K.



 


[In giving the certification
above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties:
[name(s) of third parties (including the [General][NCB] Special Servicer, but other than a Sub-Servicer, Additional Servicer or
any other third party retained by the [General][NCB] Master Servicer that is not a Sub-Servicer appointed pursuant to Section 3.20
of the Pooling and Servicing Agreement) and, notwithstanding the foregoing certifications, neither I nor the [General][NCB] Master
Servicer makes any certification under the foregoing clauses (2) and (3) with respect to the information in the Servicer
Reports that is in turn dependent upon information provided by the [General][NCB] Special Servicer under the Pooling and Servicing
Agreement. Solely with respect to the completeness of information and reports, I do not certify anything other than that all fields
of information called for in written reports prepared by the [General][NCB] Master Servicer have been properly completed and that
any fields that have been left blank on their face have been done so in accordance with the CREFC procedures for such report.]


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 



    Exhibit Y-2-2


     


    

 


	 	[WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]
	 	 	 
	 	[NATIONAL COOPERATIVE BANK, N.A.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]



 



    Exhibit Y-2-3


     


    

 





Exhibit
Y-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


BANK 2019-BNK24 (the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of [Midland Loan Services, a Division of PNC Bank, National
Association][NATIONAL COOPERATIVE BANK, N.A.], as [General][NCB] Special Servicer under that certain Pooling and Servicing
Agreement dated as of December 1, 2019 (the “Pooling and Servicing
Agreement”), entered into by Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor (the “Depositor”),
Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “General Master
Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as general special servicer (the
“General Special Servicer”), National Cooperative
Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and NCB special servicer (in
such capacity, the “NCB Special Servicer”), Wilmington Trust, National Association, as trustee (the “Trustee”),
Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate
Administrator”), and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer,
on behalf of the [General][NCB] Special Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the
Depositor and each Other Depositor with respect to a securitization of a Serviced Companion Loan and their respective officers,
directors and affiliates, and with the knowledge and intent that the applicable Certification Parties will rely upon this certification,
that:


 


		1.	Based on my knowledge, with respect to the period ending
[December 31, 20__] (the “Relevant Period”),
all servicing information and all required reports (the “Special
Servicer Reports”) required to be submitted by the [General][NCB] Special Servicer pursuant to the Pooling and
Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports
on Form 10-D or Form 8-K have been submitted by the [General][NCB] Special Servicer to the General Master Servicer,
the NCB Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based on my knowledge, the special servicing information
contained in the Special Servicer Reports, taken as a whole, does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by these reports;



 


		3.	I am, or a Servicing Officer under my supervision is,
responsible for reviewing the activities performed by the [General][NCB]Special Servicer under the Pooling and Servicing Agreement
and based upon my knowledge and the annual compliance reviews conducted in preparing the servicer compliance statements required
to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form 10-K under 



 



    Exhibit Y-3-1


     


    

 


		 	Item 1123
of Regulation AB with respect to the [General][NCB] Special Servicer, and except as disclosed in the compliance certificate delivered
by the [General][NCB] Special Servicer under Section 11.09 of the Pooling and Servicing Agreement, the [General][NCB] Special
Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects during the Relevant
Period;



 


		4.	The accountants that are to deliver the annual attestation
report on assessment of compliance with the Relevant Servicing Criteria in respect of the [General][NCB] Special Servicer with
respect to the Trust’s fiscal year _____ have been provided all information relating to the [General][NCB] Special Servicer
assessment of compliance with the Relevant Servicing Criteria, in order to enable them to conduct a review in compliance with
the standards for attestation engagements issued or adopted by the PCAOB; and



 


		5.	The report on assessment of compliance with servicing
criteria applicable to the [General][NCB] Special Servicer for asset-backed securities with respect to the [General][NCB] Special
Servicer or any Servicing Function Participant retained by the [General][NCB] Special Servicer and related attestation report
on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K
for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been
provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material
instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for
disclosure in such annual report on Form 10-K.



 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 

	[General][NCB]
Special Servicer


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:






 



    Exhibit Y-3-2


     


    

 





Exhibit
Y-4


 


Form
of Certification to be Provided

to Depositor by Trustee


 


BANK 2019-BNK24 (The “Trust”)


 


The undersigned, __________,
a __________ of WILMINGTON TRUST, NATIONAL ASSOCIATION, on behalf of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee (the “Trustee”),
under that certain Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
entered into by Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor (the “Depositor”), Wells
Fargo Bank, National Association, as general master servicer (in such capacity, the “General Master Servicer”),
Midland Loan Services, a Division of PNC Bank, National Association, as general special servicer (the “General Special
Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”)
and NCB special servicer (in such capacity, the “NCB Special Servicer”), the Trustee, Wells Fargo Bank, National
Association, as certificate administrator (in such capacity, the “Certificate Administrator”), and Park Bridge
Lender Services LLC, as operating advisor and as asset representations reviewer, certifies to [______], the Depositor and each
Other Depositor with respect to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates,
to the extent that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing
Agreement, and with the knowledge and intent that the applicable Certification Parties will rely upon this certification, that:


 


The report on assessment of compliance
with servicing criteria applicable to the Trustee for asset-backed securities with respect to the Trustee or any Servicing Function
Participant retained by the Trustee and related attestation report on assessment of compliance with servicing criteria applicable
to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator
for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been
provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 

	WILMINGTON
TRUST, NATIONAL ASSOCIATION


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:





 



    Exhibit Y-4-1


     


    

 





Exhibit
Y-5


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY OPERATING ADVISOR


 


BANK 2019-BNK24 (the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of PARK BRIDGE LENDER SERVICES LLC (the “Operating Advisor”) as Operating Advisor
under that certain Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
entered into by Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor (the “Depositor”), Wells
Fargo Bank, National Association, as general master servicer (in such capacity, the “General Master Servicer”),
Midland Loan Services, a Division of PNC Bank, National Association, as general special servicer (the “General Special
Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”)
and NCB special servicer (in such capacity, the “NCB Special Servicer”), Wilmington Trust, National Association,
as trustee, Wells Fargo Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”)
and Park Bridge Lender Services LLC, as Operating Advisor and as asset representations reviewer, on behalf of the Operating Advisor,
certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor and each Other Depositor with respect
to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, and with the knowledge
and intent that the applicable Certification Parties will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Operating Advisor to the General Master Servicer, the NCB Master
Servicer, the Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for
inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K
(the “Reports”) (such information provided by the Operating Advisor, collectively, the “Operating Advisor
Periodic Information”) have been submitted by the Operating Advisor to the General Master Servicer, the NCB Master Servicer,
the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;



 


		2.	Based on my knowledge, the Operating Advisor Periodic Information contained in the Reports, taken
as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
these reports;



 



    Exhibit Y-5-1


     


    

 


		3.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year ________ have
been provided all information relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria,
in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
PCAOB; and



 


		4.	The report on assessment of compliance with servicing criteria applicable to the Operating Advisor
for asset-backed securities with respect to the Operating Advisor or any Servicing Function Participant retained by the Operating
Advisor and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included
in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit
to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate
Administrator and the Depositor for disclosure in such annual report on Form 10-K.



 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	Park Bridge Lender Services LLC
	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 	 






	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:
                                         





 



    Exhibit Y-5-2


     


    

 





Exhibit
Y-6


 


Form
of Certification to be Provided

to Depositor by CUSTODIAN


 


BANK 2019-BNK24 (The “Trust”)


 


The undersigned, __________,
a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian (the
“Custodian”), under that certain Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), entered into by Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor (the
“Depositor”), Wells Fargo Bank, National Association, as general master servicer (in such capacity, the “General
Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as general special servicer (the
“General Special Servicer”), National Cooperative Bank, N.A., as NCB master servicer (in such capacity, the
“NCB Master Servicer”) and NCB special servicer (in such capacity, the “NCB Special Servicer”),
Wilmington Trust, National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator (in such
capacity, the “Certificate Administrator”), and Park Bridge Lender Services LLC, as operating advisor and as
asset representations reviewer, certifies to [______], the Depositor and each Other Depositor with respect to a securitization
of a Serviced Companion Loan and their respective officers, directors and affiliates, to the extent that the following information
is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and
intent that the applicable Certification Parties will rely upon this certification, that:


 


The report on assessment of compliance
with servicing criteria applicable to the Custodian for asset-backed securities with respect to the Custodian or any Servicing
Function Participant retained by the Custodian and related attestation report on assessment of compliance with servicing criteria
applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122
of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator
for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been
provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.


 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 		Name:
	 	 	Title:



 



    Exhibit Y-6-1


     


    

 





Exhibit
Y-7


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


BANK 2019-BNK24 (the “Trust”)


 


I, [identify the certifying
individual], a [_______________] of PARK BRIDGE LENDER SERVICES LLC (the “Asset
Representations Reviewer”) as Asset Representations Reviewer under that certain Pooling and Servicing Agreement dated
as of December 1, 2019 (the “Pooling and Servicing Agreement”), entered into by Banc of America Merrill Lynch
Commercial Mortgage Inc., as depositor (the “Depositor”), Wells Fargo Bank, National Association, as general
master servicer (in such capacity, the “General Master Servicer”), Midland Loan Services, a Division of PNC
Bank, National Association, as general special servicer (the “General Special Servicer”), National Cooperative
Bank, N.A., as NCB master servicer (in such capacity, the “NCB Master Servicer”) and NCB special servicer (in
such capacity, the “NCB Special Servicer”), Wilmington Trust, National Association, as trustee, and Wells Fargo
Bank, National Association, as certificate administrator (in such capacity, the “Certificate Administrator”)
and Park Bridge Lender Services LLC, as operating advisor and as Asset Representations Reviewer, on behalf of the Asset Representations
Reviewer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor and each Other Depositor with
respect to a securitization of a Serviced Companion Loan and their respective officers, directors and affiliates, and with the
knowledge and intent that the applicable Certification Parties will rely upon this certification, that:


 


		1.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all information required to be submitted by the Asset Representations Reviewer to the General Master Servicer,
the NCB Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing
Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D
or Form 8-K (the “Reports”) (such information provided by the Asset Representations Reviewer, collectively,
the “Asset Representations Reviewer Periodic Information”) have been submitted by the Asset Representations
Reviewer to the General Master Servicer, the NCB Master Servicer, the Depositor, the Trustee or the Certificate Administrator,
as applicable, for inclusion in these reports; and



 


		2.	Based on my knowledge, the Asset Representations Reviewer Periodic Information contained in the
Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by these reports.



 



    Exhibit Y-7-1


     


    

 


Capitalized terms used
but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.


 


Date:


 


	 	Park Bridge Lender Services LLC
	 	 	 	 
	 	By:	Park Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC, a New York limited liability company, its sole member



 


	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:
                                





 



    Exhibit Y-7-2


     


    

 


EXHIBIT Z


 


Servicing
Criteria

to be Addressed in Assessment of Compliance


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). In addition, this Exhibit Z shall not be
construed to impose on any Person any servicing duty that is not otherwise imposed on such Person under the main body of the Pooling
and Servicing Agreement of which this Exhibit Z forms a part or to require an assessment of a criterion that is not encompassed
by the servicing duties of the applicable party that are set forth in the main body of such Pooling and Servicing Agreement. For
the avoidance of doubt, for purposes of this Exhibit Z, other than with respect to Item 1122(d)(2)(iii), references to Servicer
below shall include any Sub-Servicer engaged by the Master Servicer or the Special Servicer.


 


	Applicable
    Servicing Criteria 	applicable
    party(ies)
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Certificate
        Administrator


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
        Administrator


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer

        Custodian (as applicable)


	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate
        Administrator


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
        Administrator


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator



 






    Exhibit Z-1


     


    

 


	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee
        (as applicable)1


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
        Administrator


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
        Administrator


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
        Administrator


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations (A) are mathematically accurate; (B) are prepared within 30 calendar
    days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are
    reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations
    for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification,
    or such other number of days specified in the transaction agreements.	Certificate
        Administrator


        General
        Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (with respect to A and B)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

        General Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian



 





 



 


1 Only to the extent that the
Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable calendar year.


 






    Exhibit Z-1


     


    

 


	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
                                         Administrator

                                         General Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	General
                                         Master Servicer


        NCB
        Master Servicer


	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	General
                                         Master Servicer


        NCB
        Master Servicer


	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	General
                                         Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	General
                                         Special Servicer


        NCB
        Special Servicer

        Operating Advisor


	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	General
                                         Master Servicer


        NCB
        Master Servicer


        General
        Special Servicer


        NCB
        Special Servicer


	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	General
                                         Master Servicer


        NCB
        Master Servicer


	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance
    with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction
    agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan
    documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of
    the related mortgage loans, or such other number of days specified in the transaction agreements.	General
                                         Master Servicer


        NCB
        Master Servicer


	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	General
                                         Master Servicer


        NCB
        Master Servicer


	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	General
                                         Master Servicer


        NCB
        Master Servicer


	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	General
                                         Master Servicer


        NCB
        Master Servicer


	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	General
                                         Master Servicer


        NCB
        Master Servicer


	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A


 


At all times that the
Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may provide a combined
assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 






    Exhibit Z-2


     


    

 


At all times that the
General Master Servicer and the General Special Servicer or the NCB Master Servicer and the NCB Special Servicer are the same entity,
the General Master Servicer and the General Special Servicer or the NCB Master Servicer and the NCB Special Servicer, as applicable,
may provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation
AB.


 




    Exhibit Z-3


     


    

 





EXHIBIT AA


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator (or the applicable Master Servicer to the extent specified in Section 11.04 of the Pooling and
Servicing Agreement) any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D”
column to the extent such party has actual knowledge (and in the case of net operating income information, financial statements,
annual operating statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of
such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be
entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted
from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each
of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer
and the NCB Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant
obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property
will constitute a “significant obligor” after the Cut-off Date. In no event shall the General Master Servicer, the
NCB Master Servicer, the General Special Servicer or the NCB Special Servicer be required to provide any information for inclusion
in a Form 10-D that relates to any Mortgage Loan for which such Master Servicer or such Special Servicer is not the applicable
Master Servicer or Special Servicer, as the case may be. For this Series 2019-BNK24 Pooling and Servicing Agreement, each of the
Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and
the NCB Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 





	Item on Form 10-D	Party Responsible
	
        Item 1A: Distribution and Pool Performance Information:

         

        ●     Item
        1111(h) of Regulation AB

        ●     Item
        1125 of Regulation AB

        ●     Item
        1121(a)(13) of Regulation AB

         
	
        ●     Each
        Master Servicer

         

        ●     Certificate
        Administrator

	
        Item 1B: Distribution and Pool Performance Information:

         

        ●     Item
        1121(a)(14) of Regulation AB

        ●     Item
        1121(d) of Regulation AB

        ●     Item
        1121(e) of Regulation AB
	
        ●     Certificate
        Administrator

         

        ●     Depositor

         

        ●     Asset
Representations Reviewer



 




    Exhibit AA-1


     


    




	 	 
	
        Item 2: Legal Proceedings:

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)
	
        ●     Each
        Master Servicer (as to itself)

         

        ●     Each
        Special Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Operating
        Advisor (as to itself)

         

        ●     Any
        other Reporting Servicer (as to itself)

         

        ●     Trustee/Certificate
        Administrator/each Master Servicer/Depositor/each Special Servicer as to the Trust (whichever of them is in principal control of
        the proceedings)

         

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
        under Item 1100(d)(1) of Regulation AB

	Item 3: Sale of Securities and Use of Proceeds


	●     Depositor
	Item 4: Defaults Upon Senior Securities


	●     Certificate Administrator
	Item 5: Submission of Matters to a Vote of Security Holders


	●     Certificate Administrator
	
        Item 6: Significant Obligors of Pool Assets:

         

        ●     Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with
        respect to a party or property (if any) identified as a “significant
	
        ●     Each
        Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     Each
        Special Servicer (as to Specially Serviced Loans and REO Properties)



 




    Exhibit AA-2


     


    

 





	
        obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such
        quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable),
        and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement;
        provided, however, that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income
        for the most recent fiscal year and interim period is required and, if such information for a prior period was required but not
        previously reported, such information for such prior period; and

         

        (c) the information shall be reportable in the Form 10-D
        that relates to the Distribution Date that immediately follows the Collection Period in which the information was received or prepared
        by the “Party Responsible” as described in clause (b) above.

         
	 
	
        Item 7: Change in Sponsor Interest in the Securities:

         

        ●     Item
        1124 of Regulation AB.

         
	●     Each Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)
	
        Item 8: Significant Enhancement Provider Information:

         

        ●     Item
        1114(b)(2) and Item 1115(b) of Regulation AB

         
	●     Depositor
	Item 9: Other Information, but only to the extent of any information that meets all the following conditions: (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit CC, (b) such information is required to be reported as “Additional Form 8-K Disclosure” during the	
        ●     Certificate
        Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent that such party is the
        “Party Responsible” with respect to such information pursuant to Exhibit CC.

         

        ●     Certificate
        Administrator (including the



 




    Exhibit AA-3


     


    

 


 


	period to which the Form 10-D relates, and (c) such information was not previously reported as “Additional Form 8-K Disclosure”.	
        balances of the Distribution Account, the Interest
        Reserve Account and the Gain-on-Sale Reserve Account as of the related Distribution Date and the preceding Distribution Date)

        ●     Each
        Master Servicer (with respect to the balance of its Collection Account as of the related Distribution Date and the preceding Distribution
        Date)

        ●     Each
        Special Servicer (with respect to the balance of each applicable REO Account as of the related Distribution Date and the preceding
        Distribution Date)

        ●     Any
        other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
        AB to the extent material to Certificateholders)

	
        Item 10: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit No. 3(i) and
        3(ii) of Item 601 of Regulation S-K)
	●     Depositor
	
        Item 10: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
        ●     Certificate
        Administrator

        ●     Depositor

         

        provided that, in each case, that this shall in
        no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

        provided, further, in each case, that in the
        event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall
        be the responsible party.

	
        Item 10: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)
	●     Certificate Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such 


 




    Exhibit AA-4


     


    

 


 


	 	party) has caused to have been executed on behalf of the Trust.
	
        Item 10: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to a Vote of
        Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible”
        with respect to Item 5 above elects to publish a report containing the information required by such Item 5 above and also elects
        to report the information on Form 10-D by means of filing the published report and answering Item 5 by referencing the published
        report.
	●     The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.
	
        Item 10: Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of Item
        601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D) that is incorporated
        by reference in the Depositor’s registration statement.
	●     Depositor
	
        Item 10: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601 of Regulation
        S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D on behalf of a
        party, is signed pursuant to a power of attorney.
	●     Certificate Administrator 
	
        Item 10: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601 of Regulation
        S-K)
	●     Not Applicable.
	
        Item 10: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation
        S-K).
	●     Not Applicable.
	Item 10: Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit CC, (b) such document is required to be reported as 	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit CC (it being acknowledged that none of the Master Servicers or the Special Servicers constitutes a “Party Responsible” under 


 




    Exhibit AA-5


     


    




	“Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	Exhibit CC with respect to any exhibits to a Form 10-K); provided that, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 10.





 



    Exhibit AA-6


     


    




 


EXHIBIT BB


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to disclose to the Depositor
and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item on
Form 10-K” column to the extent such party has actual knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be
entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted
from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or a Mortgage Loan Seller. Each
of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer
and the NCB Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant
obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property
will constitute a “significant obligor” after the Cut-off Date. In no event shall the General Master Servicer, the
NCB Master Servicer, the General Special Servicer or the NCB Special Servicer be required to provide any information for inclusion
in a Form 10-K that relates to any Mortgage Loan for which such Master Servicer or such Special Servicer is not the applicable
Master Servicer or Special Servicer, as the case may be. For this Series 2019-BNK24 Pooling and Servicing Agreement, each of the
Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer and
the NCB Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.


 


	Item on Form 10-K	Party Responsible
	
        Item 1B: Unresolved Staff Comments

         
	

●     Depositor


 


    Exhibit BB-1


     


    
 

	
        Item 9B: Other Information, but only to the extent of any
        information that meets all the following conditions:

         

        (a) such information constitutes “Additional Form
        8-K Disclosure” pursuant to Exhibit CC,

         

        (b) such information is required to be reported as “Additional
        Form 8-K Disclosure” during the period to which the Form 10-K relates, and

         

        (c) such information was not previously reported
as “Additional Form 8-K Disclosure” or as “Additional Form 10-D Disclosure”
	●     Certificate Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit CC. 
	Item 15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE BELOW
	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 1 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
        (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
        as “Additional Form 10-D Information”.

         
	
        ●     The
        applicable Mortgage Loan Seller.

         

	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 2 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
        Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.

         
	●     Depositor


 


    Exhibit BB-2


     


    
 

	
        Instruction J(2)(b) (Significant Obligors of Pool Assets)
        – Part 3 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a) information shall be required to be reported only with
        respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

         

        (b) the information to be reported shall consist of such
        quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable),
        and quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared
        by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing Agreement;
        provided, however, that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating
        income for the most recent fiscal year and interim period is required and, if such information for a prior period was required
        but not previously reported, such information for such prior period; and

         

        (c) the information shall be reportable only to the extent
        that is has not previously been reported as “Additional Form 10-D Information”.

         
	
        ●     Each
        Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●     Each
        Special Servicer (as to Specially Serviced Loans and REO Properties)

         

	Instruction
                                         J(2)(c) (Significant Enhancement Provider Information):

         

        ●     Items
        1114(b)(2) and 1115(b) of Regulation AB

         
	●     Depositor


 


    Exhibit BB-3


     


    
 

	
        Instruction J(2)(d) (Legal Proceedings):

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein that
        are material to security holders)

         
	
        ●     Each
        Master Servicer (as to itself)

         

        ●     Each
        Special Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Trustee/Certificate
        Administrator/each Master Servicer/Depositor/each Special Servicer as to the Trust (whichever of them is in principal control of
        the proceedings)

         

        ●     Each
        Mortgage Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
under Item 1100(d)(1) of Regulation AB

	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 1 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        but only the existence and (if existent) how there is (that
        is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and
        any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4) any other
        party listed under this item as a “Party Responsible”; provided, however, that an affiliation
        need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously reported
        as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
of Regulation AB,
	
        ●     Each
Master Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special
Servicer or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

        ●     Each
Special Servicer

        ●     Certificate
Administrator

        ●     Trustee

        ●     Each
party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one
or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets
of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
to the effect that such party no longer



 


    Exhibit BB-4


     


    
 

	
         

        but only the existence and (if existent) the general character
        of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course
        of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart
        from the Series 2019-BNK24 transaction) between itself (that is, the particular “Party Responsible”) or any of its
        affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller,
        and (3) the Trust; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A)
        must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to
        an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if
        it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description
(including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2019-BNK24
transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates,
on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) any Mortgage Loan Seller, and (3)
the Trust; provided, however, that a relationship (A) must be reported only if it then exists or existed within
the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and
(C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus
	
        constitutes an originator of 10% or
more of the assets of the Trust).

        ●     Each
party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more of the
assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the parties
to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K
is due.

        ●     Each
party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction”
(or substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to the Pooling and Servicing Agreement
to the effect that such party no longer constitutes a material party for purposes of Regulation AB.

        ●     Each
party (if any) that that is specifically identified as an “other material party to the securities or transaction for purposes
of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice delivered by the Depositor
to the parties to this Pooling and Servicing Agreement, which notice is delivered not later than February 15 of the year in which
the Form 10-K is due.



 


    Exhibit BB-5


     


    
 

	
        or if it was previously reported as “Additional Form
        10-K Disclosure”.

         
	 
	
        Instruction J(2)(e) (Affiliations and Certain Relationships
        and Related Transactions) – Part 2 of 2 Parts:

         

        1119(a) of Regulation AB,

         

        But only the existence and (if existent) how there is any
        affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the
        parties listed under the preceding item as a “Party Responsible”, on the other; provided, however,
        that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if
        it was previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(b)
        of Regulation AB,

         

        but only the existence and (if existent) the general
character of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the
ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated
third party (apart from the Series 2019-BNK24 transaction) between itself (that is, the particular “Party Responsible”),
on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
on the other; provided, however, that a relationship, agreement, arrangement, transaction or understanding (A) must
be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an
investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it
was disclosed in the Prospectus or if it was
	
        ●     Depositor

        ●     Each
        Mortgage Loan Seller

         



 


    Exhibit BB-6


     


    
 

	
        previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●     1119(c)
        of Regulation AB,

         

        but only the existence and (if existent) a description
        (including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 2019-BNK24
        transaction or the Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates,
        on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
        on the other; provided, however, that a relationship (A) must be reported only if it then exists or existed within
        the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and
        (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the Prospectus or if it was previously
        reported as “Additional Form 10-K Disclosure”.

         
	 
	
        Item 15: Exhibits (no. 2):

         

        Plan of acquisition,
reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●     Depositor
	
        Item 15: Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor


 


    Exhibit BB-7


     


    
 

	
        Item 15: Exhibits (no. 4):

         

        With respect to instruments defining the rights of security
        holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Trustee 

        ●     Certificate
Administrator 

        ●     Depositor

         

        provided that, in each case, that this shall
        in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

         

        provided, further, in each case,
that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then
the Depositor shall be the responsible party.
	 
	
        Item 15: Exhibits (no. 10):

         

        Material contracts (Exhibit No. 10 of Item 601 of Regulation
        S-K)

         
	●     Certificate Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.	 
	
        Item 15: Exhibits (no. 11):

         

        Statement regarding computation of per share earnings
(Exhibit No. 11 of Item 601 of Regulation S-K)
	●     Not Applicable	 
	
        Item 15: Exhibits (no. 12):

         

        Statement regarding computation of ratios (Exhibit
No. 12 of Item 601 of Regulation S-K)
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 13):

         

        Annual report to security holders, Form 10-Q and
Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)
	●     Not Applicable	 
	
        Item 15: Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of
Regulation S-K)
	●     Not Applicable.	 


 


    Exhibit BB-8


     


    
 

	
        Item 15: Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K)
	●     Not Applicable	 
	
        Item 15: Exhibits (no. 18):

         

        Letter re change in accounting principles (Exhibit
No. 18 of Item 601 of Regulation S-K)
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 21):

         

        Subsidiaries of registrant (Exhibit No. 18 of
Item 601 of Regulation S-K)
	●     Depositor.	 
	
        Item 15: Exhibits (no. 22):

         

        Published Report Regarding Matters Submitted to
a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).
	●     Not Applicable.	 
	
        Item 15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent of a
registered public accounting firm in connection with an attestation delivered pursuant to Section 11.13 of this Pooling and Servicing
Agreement.
	●     Depositor	 
	
        Item 15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents of Experts and Counsel (Exhibit No. 23(ii) of
        Item 601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for purposes
        of any attestation report rendered with respect to the particular “Party Responsible” pursuant to Section 11.13 of
        this Pooling and Servicing Agreement.

         
	
        ●     Each
Master Servicer

        ●     Each
Special Servicer

        ●     Depositor

        ●     Any
        other Servicing Function Participant

         

        provided, however, in each case,
that such party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only to the extent
that such party is required to deliver or cause the delivery of the related attestation report.
	 


 


    Exhibit BB-9


     


    
 

	
        Item 15: Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601
of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing the Form 10-D
on behalf of a party, is signed pursuant to a power of attorney.
	●     Certificate Administrator 
	
        Item 15: Exhibits (no. 31(i))

         

        Rule 13a-14(a)/15d-14(a) Certifications (Exhibit
No. 31(i) of Item 601 of Regulation S-K).
	●     Not Applicable
	
        Item 15: Exhibits (no. 31(ii))

         

        Rule 13a-14(d)/15d-14(d) Certifications (Exhibit
No. 31(ii) of Item 601 of Regulation S-K).
	●     Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 32)

         

        Section 1350 Certifications (Exhibit No. 32 of
Item 601 of Regulation S-K).
	●     Not Applicable.
	
        Item 15: Exhibits (no. 33)

         

        Report on assessment of compliance with servicing
criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K).
	●     Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 34)

         

        Attestation report on assessment of compliance
with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).
	●     Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibits (no. 35)

         

        Servicer compliance statement (Exhibit No. 35
of Item 601 of Regulation S-K).
	●     Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and Section 11.07) of this Pooling and Servicing Agreement.
	
        Item 15: Exhibit (no. 36)

         

        Certification For Shelf Offerings of Asset-Backed
Securities (Exhibit No. 36 of Item 601 of Regulation S-K).
	●     Depositor


 


    Exhibit BB-10


     


    
 

	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601
of Regulation S-K)
	●     Not Applicable.
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item
601 of Regulation S-K).
	●     Not Applicable.
	Item 15: Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions: (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit CC, (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit CC (it being acknowledged that none of the Master Servicers or the Special Servicers constitutes a “Party Responsible” under Exhibit CC with respect to any exhibits to a Form 10-K).
	Item 15: Exhibit (no. 101)



Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).	Not Applicable
	Item 15: Exhibit (no. 102)



Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).	
        [Certificate Administrator]

        [Depositor]

	Item 15: Exhibit (no. 103)



Asset Related Document (Exhibit No, 103 of Item 601 of Regulation S-K).	
        [Certificate Administrator]

        [Depositor]



 


    Exhibit BB-11


     


    
 

EXHIBIT CC


 


FORM
8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report to the Depositor
and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in the “Item
on Form 8-K” column to the extent such party has actual knowledge of such information (other than information as to itself).
Each of the Certificate Administrator, the Trustee, the General Master Servicer, the NCB Master Servicer, the General Special Servicer
and the NCB Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than
information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice
to the contrary from the Depositor or a Mortgage Loan Seller. Each of the Certificate Administrator, the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be
entitled to conclusively assume that there is no “significant obligor” other than a party or property identified as
such in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after
the Cut-off Date. In no event shall the General Master Servicer, the NCB Master Servicer, the General Special Servicer or the NCB
Special Servicer be required to provide any information for inclusion in a Form 8-K that relates to any Mortgage Loan for which
such Master Servicer or such Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be. For
this Series 2019-BNK24 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the General Master
Servicer, the NCB Master Servicer, the General Special Servicer and the NCB Special Servicer (in its capacity as such) shall be
entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items
1114 or 1115 of Regulation AB.


 


	Item on Form 8-K	Party Responsible 
	
        Item 1.01: Entry into a Material Definitive Agreement

         
	
        ●     Depositor,
        except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
        to which the registrant or a subsidiary thereof is a party).

         

        ●     Certificate
Administrator, Trustee, each Master Servicer and/or each Special Servicer (it being acknowledged that Instruction 3 to Item
1.01 of Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the
asset-backed securities transaction,



 


    Exhibit CC-1


     


    
 

	 	even if the registrant is not a party to such agreement), in each case to the extent of any amendment or definitive agreement that satisfies all the following conditions: (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.	 
	Item 1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate Administrator, Trustee, each Master Servicer and/or each Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.	 
	Item 1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor, to the extent of any material agreement not covered in the prior item	 
	Item 1.03: Bankruptcy or Receivership	●     Depositor	 


 


    Exhibit CC-2


     


    
 

	Item 2.04: Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
        ●     Depositor

        ●     Certificate
Administrator

	Item 3.03: Material Modification to Rights of Security Holders	●     Certificate Administrator
	Item 5.03: Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	●     Depositor
	Item 6.01: ABS Informational and Computational Material	●     Depositor
	Item 6.02 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ●     Trustee

        ●     Depositor

	Item 6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer	
        ●     Certificate
Administrator

        ●     Each
Master Servicer or each Special Servicer, as the case may be (in each case, as to itself)

	Item 6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ●     Each
Master Servicer (as to a party appointed by such Master Servicer)

        ●     Each
Special Servicer

        ●     Certificate
Administrator

        ●     Depositor

	Item 6.03: Change in Credit Enhancement or External Support	
        ●     Depositor 

        ●     Certificate
Administrator

	Item 6.04: Failure to Make a Required Distribution	●     Certificate Administrator
	Item 6.05: Securities Act Updating Disclosure	●     Depositor
	Item 7.01: Regulation FD Disclosure	●     Depositor
	Item 8.01: Other Events	●     Depositor
	
        Item 9.01(d): Exhibits (no. 1):

         

        Underwriting agreement (Exhibit No. 1 of Item
601 of Regulation S-K)
	●     Not applicable
	
        Item 9.01(d): Exhibits (no. 2):

         

        Plan of acquisition, reorganization, arrangement,
liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●     Depositor
	
        Item 9.01(d): Exhibits (no. 3):

         

        Articles of incorporation and by-laws (Exhibit
No. 3(i) and 3(ii) of Item 601 of
	●     Depositor


 


    Exhibit CC-3


     


    
 

	Regulation S-K)	 	 
	
        Item 9.01(d): Exhibits (no. 4):

         

        With respect to instruments defining the rights
of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	
        ●     Certificate
        Administrator

         

        provided that, in each case, that this
shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement
	 
	
        Item 9.01(d): Exhibits (no. 7):

         

        Correspondence from an independent accountant
regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation
S-K)
	●     Not Applicable	 
	
        Item 9.01(d): Exhibits (no. 14):

         

        Code of Ethics (Exhibit No. 14 of Item 601 of
Regulation S-K)
	●     Not Applicable	 
	
        Item 9.01(d): Exhibits (no. 16):

         

        Letter re change in certifying accountant (Exhibit
No. 16 of Item 601 of Regulation S-K)
	●     Not Applicable	 
	
        Item 9.01(d): Exhibits (no. 17):

         

        Correspondence on departure of director (Exhibit
No. 17 of Item 601 of Regulation S-K)
	●     Not Applicable	 
	
        Item 9.01(d): Exhibits (no. 20):

         

        Other documents or statements to security holders
(Exhibit No. 20 of Item 601 of Regulation S-K)
	●     Not Applicable	 
	
        Item 9.01(d): Exhibits (no. 23):

         

        Consents of Experts and Counsel (Exhibit No. 23(ii)
of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10-D)
that is incorporated by reference in the Depositor’s registration statement.
	●     Depositor	 
	
        Item 9.01(d): Exhibits (no. 24)

         

        Power of Attorney (Exhibit No. 24 of Item 601
of Regulation S-K), but only if the name of any party signing the Form 10-D, or the
	●     Certificate Administrator 	 


 


    Exhibit CC-4


     


    
 

	name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.	 
	
        Item 15: Exhibits (no. 99)

         

        Additional exhibits (Exhibit No. 99 of Item 601
of Regulation S-K)
	●     Not Applicable.
	
        Item 15: Exhibits (no. 100)

         

        XBRL-Related Documents (Exhibit No. 100 of Item
601 of Regulation S-K).
	●     Not Applicable.


 


    Exhibit CC-5


     


    
 

EXHIBIT DD

 

ADDITIONAL DISCLOSURE NOTIFICATION

 


**SEND
VIA FAX TO 410-715-2380 AND VIA EMAIL TO 
cts.sec.notifications@wellsfargo.com
AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**

 

Wells Fargo Bank, National Association, as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention:  Corporate Trust Services (CMBS)

 




Banc of America Merrill Lynch Commercial Mortgage Inc., BANK
2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24—SEC REPORT PROCESSING


 






 


RE:  **Additional Form [10-D][10-K][8-K] Disclosure** Required

 

Ladies and Gentlemen:

 




In accordance with Section [11.04] [11.05]
[11.07] of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor (the “Depositor”), Wells Fargo
Bank, National Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as
General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services LLC,
as Operating Advisor and as Asset Representations Reviewer, the undersigned, as [ ], hereby notifies you that certain events have
come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 






Description of Additional Form [10-D][10-K][8-K] Disclosure:

 

List of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:

 

Any inquiries related to this notification should be directed to [                       ], phone number:  [         ]; email address:  [                   ].

 

	
 

	
[NAME OF PARTY],


	
 

	
as [role]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
cc:  Depositor

	
 

	
 





    Exhibit DD-1


     


    
 

EXHIBIT EE

 

INITIAL SUB-SERVICERS

 





1)
       Berkadia Commercial Mortgage LLC




 


2)
       The BSC Group, LLC




 


3)
       NorthMarq Capital, LLC




 


4)
       
NRC Group, Inc.




 







    Exhibit EE-1


     


    
 

EXHIBIT FF

 

SERVICING FUNCTION PARTICIPANTS

 

None.


    Exhibit FF-1


     


    
 

EXHIBIT GG

 

FORM OF ANNUAL COMPLIANCE STATEMENT

 

CERTIFICATION


 

BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24
 (the “Trust”)

 




I, [identifying the certifying
individual], on behalf of [Wells Fargo Bank, National Association, as General Master Servicer] [Midland Loan Services, a Division
of PNC Bank, National Association, as General Special Servicer] [National Cooperative Bank, N.A., as NCB Master Servicer] [National
Cooperative Bank, N.A., as NCB Special Servicer] [Wells Fargo Bank, National Association, as [Certificate Administrator][Custodian]]
[Wilmington Trust, National Association, as Trustee] (the “Certifying Servicer”), certify to Banc of America
Merrill Lynch Commercial Mortgage Inc. and its officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification, that:




 

	
1.

	
I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities [during the preceding calendar year] [between [__] and [__]] (the “Reporting Period”) and the Certifying Servicer’s performance under the Pooling and Servicing Agreement; and




 

	
2.

	
To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of its obligations under the Pooling and Servicing Agreement in all material respects during the Reporting Period.  [To my knowledge, the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement:  [SPECIFY EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].




 

	
Date:

	
 




 

[WELLS
FARGO BANK, NATIONAL ASSOCIATION, as General Master Servicer]
 [MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, 
 as
General Special Servicer]
 [NATIONAL
COOPERATIVE BANK, N.A.,
 as
NCB Master Servicer]
 [NATIONAL
COOPERATIVE BANK, N.A.,
 as
NCB Special Servicer] 


    Exhibit GG-1


     


    
 

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as [Certificate Administrator][Custodian]]
 [WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee]

 

	
By:

	
 

	
 


	
 

	
Name:  

	
 


	
 

	
Title:

	
 





    Exhibit GG-2


     


    
 

EXHIBIT HH

 

FORM OF REPORT ON ASSESSMENT OF
COMPLIANCE WITH SERVICING CRITERIA

 

[Name of Reporting Servicer] (the “Reporting Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting Period”), as set forth in Exhibit Z to the Pooling and Servicing Agreement.  The transactions covered by this report include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer, trustee, certificate administrator] involving commercial mortgage loans [other than __________________1] (the “Platform”);

 

The Reporting Servicer has engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”) to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule A;

 

Except as set forth in paragraph 4 below, the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria;

 

The criteria listed in the column titled “Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities it performs, directly or through its Vendors, with respect to the Platform;

 

The Reporting Servicer has complied, in all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];

 

The Reporting Servicer has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];

 

The Reporting Servicer has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto]; and

 


 





 

1 Describe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e., transactions registered prior to compliance with Regulation AB, transactions involving an offer and sale of asset-backed securities that were not required to be issued), if applicable.

 


    Exhibit HH-1


     


    
 

[____], a registered public accounting firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing criteria for the Reporting Period.

 

	
[Date of Certification]

	
 

	
 


	
 

	
 

	
 


	
 

	
[NAME OF REPORTING SERVICER]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 


    Exhibit HH-2


     


    
 

EXHIBIT II

 

CREFC® PAYMENT INFORMATION

 

Payments shall be made to “CRE Finance Council” and sent to:

Commercial Real Estate Finance Council, Inc.

28 West 44th Street, Suite 815

New York, NY 10036

Attn: Executive Director

 

or by wire transfer to:

 

Account Name: Commercial Real Estate Finance Council (CREFC®)

Bank Name: Chase 

Bank Address: 80 Broadway, New York, NY 10005

Routing Number: 021000021

Account Number: 213597397


    Exhibit II-1


     


    
EXHIBIT JJ

 

FORM OF NOTICE OF ADDITIONAL 

INDEBTEDNESS NOTIFICATION

 

VIA EMAIL: 

To: Wells Fargo Bank, National Association, as Certificate Administrator; cts.cmbs.bond.admin@wellsfargo.com,  trustadministrationgroup@wellsfargo.com  and cts.sec.notifications@wellsfargo.com

 

Ref: BANK 2019-BNK24, Additional Debt Notice for From 10-D 

 

The following information is being furnished to you for inclusion on Form 10-D pursuant to Section 3.18(g) of the Pooling and Servicing Agreement

 

	
 

	
Portfolio Name

	
Mortgage Loan

	
Position in Debt Stack

	
Additional Debt

	
OPB

	
OPB Date

	
Appraised Value

	
Appraised Value Date

	
Aggregate LTV

	
Aggregate NCF DSCR

	
Aggregate NCF DSCR Date

	
Primary Servicer

	
Master Servicer

	
Lead Servicer

	
Prospectus ID


	
1

	
BANK 2019-BNK24

	
 

	
 

	
$

	
 

	
 

	
$

	
 

	
%

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Outside the Trust

	
 

	
 

	
$

	
 

	
 

	
$

	
 

	
%

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Outside the Trust

	
 

	
 

	
$ 

	
 

	
 

	
$

	
 

	
%

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
  Total

	
 

	
 

	
$

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
2

	
BANK 2019-BNK24

	
 

	
 

	
$

	
 

	
 

	
$

	
 

	
%

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Outside the Trust

	
 

	
 

	
$

	
 

	
 

	
$

	
 

	
%

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Outside the Trust

	
 

	
 

	
$ 

	
 

	
 

	
$

	
 

	
%

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Total

	
 

	
 

	
$

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
3

	
BANK 2019-BNK24

	
 

	
 

	
$

	
 

	
 

	
$

	
 

	
%

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Outside the Trust

	
 

	
 

	
$

	
 

	
 

	
$

	
 

	
%

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Outside the Trust

	
 

	
 

	
$ 

	
 

	
 

	
$

	
 

	
%

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Total

	
 

	
 

	
$

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 





    Exhibit JJ-1


     


    
 

EXHIBIT KK

 

[RESERVED]


    Exhibit KK-1


     


    
 

EXHIBIT LL

 

ADDITIONAL DISCLOSURE NOTIFICATION (ACCOUNTS)

 

INSTRUCTIONS:

 

FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO: 

                CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM


 

FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**

 

Wells Fargo Bank, National Association, as Certificate Administrator

9062 Old Annapolis Road
 Columbia, Maryland 21045-1951
 Attention:  Corporate Trust Services (CMBS) – BANK 2019-BNK24—SEC REPORT PROCESSING

Email:  cts.sec.notifications@wellsfargo.com

 

RE:  **Additional Form [10-D][10-K][8-K] Disclosure** Required

 

Ladies and Gentlemen:

 

In accordance with Section 11.04 of the
Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”), between
Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor (the “Depositor”), Wells Fargo Bank, National
Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special
Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer, the undersigned, as [ ], hereby notifies you that certain events have come to our
attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 






Description of Additional Form [10-D][10-K][8-K] Disclosure:

 

[With respect to the Collection Accounts and REO Account balance information:

 

	
Account Name

	
Beginning Balance as of 

MM/DD/YYYY

	
Ending Balance as of 

MM/DD/YYYY


	
General Master Servicer’s Collection Account

	
 

	
 


	
NCB Master Servicer’s Collection Account

	
 

	
 





    Exhibit LL-1


     


    
 


	
REO Account

	
 

	
 






 

List of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:

 

Any inquiries related to this notification should be directed to [                       ], phone number:  [         ]; email address:  [                   ].

 

	
 

	
[NAME OF PARTY],


	
 

	
as [role]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
cc:  Depositor

	
 

	
 





    Exhibit LL-2


     


    
 

EXHIBIT MM

 

FORM OF NOTICE OF PURCHASE OF 
CONTROLLING CLASS CERTIFICATE

 

[Date]

 

Wells Fargo Bank, National Association
                 as Certificate Administrator 

9062 Old Annapolis Road
 Columbia, Maryland 21045
 Email: trustadministrationgroup@wellsfargo.com
 Attention:  Corporate Trust Services (CMBS) – BANK 2019-BNK24

 

Wells Fargo Bank, National Association
                 as General Master Servicer 

Commercial Mortgage Servicing
 Three Wells Fargo
 MAC D1050-084, 401 South Tryon Street, 8th Floor
 Charlotte, North Carolina 28202
 Attention:  BANK 2019-BNK24 Asset Manager
 Telecopy Number:  (704) 715-0036 
 Email:  commercial.servicing@wellsfargo.com

 

National Cooperative Bank, N.A.

as NCB Master Servicer and NCB Special Servicer
2011 Crystal Drive, Suite 800

Arlington, Virginia 22202

Attention:  Kathleen Luzik, Chief Operating Officer

Facsimile number: (703) 647-3473

Email:  kluzik@ncb.coop

 

Midland Loan Services, a Division of PNC Bank, National Association
                 as General Special Servicer

10851 Mastin Street, Suite 700
 Overland Park, Kansas 66210
 Attention:  Executive Vice President – Division Head 

Facsimile:  (888) 706-3565

Email:  NoticeAdmin@midlandls.com

 

Park Bridge Lender Services LLC
                 as Operating Advisor

600 Third Avenue, 40th Floor
 New York, New York 10016
Attention: BANK 2019-BNK24 – Surveillance
Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)


    Exhibit MM-1


     


    
 





		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24
(the “Certificates”) issued pursuant to the Pooling
and Servicing Agreement (the “Pooling and Servicing Agreement”),
dated as of December 1, 2019, between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National
Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special
Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park Bridge Lender Services LLC, as Operating
Advisor and as Asset Representations Reviewer



 








This letter is delivered to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in connection with the transfer by ____________ (the “Transferor”) to us (the “Transferee”) of $__________________ original principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates.  The Certificates were issued pursuant to the Pooling and Servicing Agreement. 

 

	
 

	
1.

	
Our name and address is as follows:




 

	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 




 

Contact Info:  [Tel/Email]

 

	
 

	
2.

	
[IF APPLICABLE]  We hereby certify, represent and warrant to you, as Certificate Administrator, that we are purchasing a majority interest in the Class [__] Certificates, and that we are not affiliated with the Transferor.  To the extent that any Control Termination Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__] Certificateholder of its rights under the Pooling and Servicing Agreement, we hereby request that you reinstate such rights and post a “special notice” on your website to the following effect:




 

“A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due to a transfer of a majority interest of the Controlling Class to an unaffiliated third party which has terminated any waiver by the prior Holder.

 

All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.  


    Exhibit MM-2


     


    
 

	
 

	
Very truly yours,


	
 

	
 


	
 

	
         (Transferee)


	
  

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:





    Exhibit MM-3


     


    
 

EXHIBIT NN

 

FORM
OF ASSET REVIEW REPORT BY THE 
ASSET
REPRESENTATIONS REVIEWER1

 


To: [Addresses of Recipients]

 

Re:   
BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24

 

Ladies and Gentlemen:

 

In accordance with Section 12.01 of the Pooling and Servicing Agreement, dated as of December 1, 2019
(the “Pooling and Servicing Agreement”), the undersigned, as asset representations reviewer (the “Asset
Representations Reviewer”), has performed an Asset Review on each Delinquent Loan identified in accordance with the terms
of the Pooling and Servicing Agreement, and is hereby issuing the following Asset Review Report.




 

	
 

	
1.

	
We
have performed an Asset Review on each [Subject] Loan identified in accordance with the terms of the Pooling and Servicing Agreement
and our conclusion is that there is [no evidence of a failed Test] [evidence of [●] failed Test[s] as specifically detailed
on the scorecard attached hereto as Exhibit A] with respect to the [Subject] Loans.




 





	
 

	
2.

	
A
conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not constitute a determination by the
Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce
any rights it may have against the applicable Mortgage Loan Seller.  In addition, the Tests may not be sufficient to determine
every instance of noncompliance.




 





	
 

	
3.

	
The
Asset Representations Reviewer, other than forwarding this report to the persons listed above, will not be required to take or
participate in any other or further action with respect to the aforementioned Asset Review Report.




 





	
 

	
4.

	
Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.




  





 



 

1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.


    Exhibit NN-1


     


    
 

	
 

	
 

	
 

	
 


	
 

	
PARK BRIDGE LENDER SERVICES LLC,
        as Asset Representations Reviewer


	
 

	
 

	
 


	
 

	
By:

	
Park Bridge Advisors LLC, a New York limited liability company, its sole member


	
 

	
 

	
 


	
 

	
 

	
By:

	
Park Bridge Financial LLC, a New York limited liability company, its sole member


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:





    Exhibit NN-2


     


    
 

Exhibit A

 

Detailed Scorecard
 [Template Example Below]

 


	
Loan #

	
Loan Name

	
Mortgage Loan Seller

	
R&W #

	
R&W Name

	
Test Description

	
Findings


	
[Insert Loan Number]

	
[Insert Loan Name]

	
[Insert Mortgage Loan Seller]

	
21

	
Compliance with Usury Laws

	
[Insert Test Description]

	
[Insert Test findings]


	
31

	
Single-Purpose Entity

	
 

	
 









    Exhibit NN-3


     


    


 


EXHIBIT OO


 


FORM OF ASSET REVIEW
REPORT SUMMARY1


 


To: [Addresses of Recipients]


 


		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24



 


Ladies and Gentlemen:


 


In accordance
with Section 12.01 of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing
Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations
Reviewer”), has performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the
Pooling and Servicing Agreement, and is hereby issuing the following Asset Review Report Summary.


 


		1.	We have performed an Asset Review on each [Subject] Loan identified in accordance
with the terms of the Pooling and Servicing Agreement and our conclusion is that there is [no evidence of a failed Test][evidence
of [__] failed Test[s] as identified on the summary scorecard attached hereto as Exhibit A] with respect to the [Subject] Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a passed Test or a
failed Test shall not constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of
a Material Defect, or (ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller.
In addition, the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this Asset Review
Report Summary to the parties listed above, will not be required to take or participate in any other or further action with respect
to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings
assigned to them in the Pooling and Servicing Agreement.



 





 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability
to modify or alter the organization and content of this report, subject to compliance with the terms of the Pooling and Servicing
Agreement, including without limitation, provisions relating to Privileged Information.


 






    Exhibit OO-1


     


    

 





	 	 	 	 	 
	 	PARK
    BRIDGE LENDER SERVICES LLC,
	 	 	as Asset Representations Reviewer
	 	 	 	 
	 	By:	Park
    Bridge Advisors LLC, a New York limited liability company, its sole member
	 	 	 
	 	 	By:	Park
    Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 	 





	 	By:	 
	 	 	Name:  
	 	 	Title:


  




    Exhibit OO-2


     


    

 


Exhibit A


 


Summary Scorecard

[Template Example Below]


 


	Test failures

         
	 	 	 	 
	Loan
    #	Loan
    Name	Mortgage
    Loan Seller	Representations
    and Warranty #	Representation
    and Warranty Name
	[Insert
    Loan #]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws
	31	Single-Purpose
    Entity
	 	 	 	 	 	 	 


 




    Exhibit OO-3


     


    

 


EXHIBIT PP


 


ASSET REVIEW PROCEDURES


 


In the event of any conflict
between this Exhibit PP and the terms of the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall control
and govern the Asset Representation Reviewer’s responsibilities and duties with respect to the Asset Reviews.


 


Call for Review and Collection and Inventory
of Review Materials


 


		Step 1	Asset Representations Reviewer (“ARR”)
receives the following items before beginning its review:



 


		■	CREFC® Delinquent Mortgage
Loan Status Report



 


		■	Notice of Asset Review Trigger (with attachments)



 


		■	Notice of Asset Review Vote Election



 


		■	Notice of Affirmative Asset Review Vote




 


		■	Asset Review Notice



 


		■	List of all Subject Loans



 


		■	Review Materials for each Subject Loan
via Secure Data Room access, including the Diligence File



 


		■	Any Unsolicited Information (if applicable)



 


Step 2 For each
Subject Loan, ARR inventories all Review Materials to which ARR is provided access in the Secure Data Room to determine what, if
any, Review Materials for such Subject Loan are missing, using the list of documents provided in the definition of “Mortgage
File” of this Agreement, any comparable lists included in the related Mortgage Loan Purchase Agreement, and any closing checklist
from the origination of such Subject Loan, to guide its review and determination.


 






    Exhibit PP-1


     


    

 


		Step 3	If ARR determines that the information made available
to it in the Secure Data Room with respect to any Subject Loan is missing any documents required to complete an Asset Review of
such Subject Loan, ARR prepares list of such missing documents and, within the time periods specified in Section 12.01
of this Agreement, (i) notifies the Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with
respect to Specially Serviced Loans) of such missing documents, and request that the Master Servicer or the Special Servicer,
as the case may be, deliver to the ARR such missing document(s) to the extent in its possession and (ii) in the event any missing
documents are not provided by the Master Servicer or the Special Servicer, as the case may be, the ARR shall request such documents
from the related Mortgage Loan Seller.



 


Analysis
and Testing of Representations and Warranties


 


		Step 4	For each Subject Loan for which ARR has received all
Review Materials required to complete an Asset Review of such Subject Loan, ARR tests such Subject Loan for compliance with each
representation and warranty made by the related Mortgage Loan Seller with respect to such Subject Loan as follows:



 


		■	ARR reviews each representation and warranty
and each item included in the Review Materials applicable or related to such representation or warranty to determine whether there
is any evidence that such representation or warranty was not true when made by the related Mortgage Loan Seller.



 


		■	For each representation and warranty,
ARR lists 



 


		●	all items from the Review Materials reviewed
or used in its testing of such representation and warranty;



 


		●	whether ARR has determined that there
is any evidence that such representation or warranty was not true when made by the related Mortgage Loan Seller; and



 


		○	if so, stating the aspect of the applicable
representation or warranty that does not appear to have been true when made by the related Mortgage Loan Seller and ARR’s
basis for its conclusion;



 


		○	completing the Asset Review Report by
setting forth, for each [Subject Loan], the information contemplated herein with respect to each representation and warranty.



 


●       
ARR will not attempt (and has no obligation) to determine the materiality of any potential
breach of a representation or warranty that it discovers evidence of during its review as contemplated herein.


  




    Exhibit PP-2


     


    

 


EXHIBIT QQ


 


FORM OF CERTIFICATION TO CERTIFICATE
ADMINISTRATOR

REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – BANK 2019-BNK24





Email: trustadministrationgroup@wellsfargo.com





 


		Attention:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24



 





In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement, dated as of December
1, 2019 (the “Pooling and Servicing Agreement”), between Banc of America Merrill Lynch Commercial Mortgage Inc.,
as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Midland Loan Services, a Division of PNC Bank,
National Association, as General Special Servicer, National Cooperative Bank, N.A., as NCB Master Servicer and NCB Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wilmington Trust, National Association, as Trustee, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations Reviewer, with respect to the certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


  


		1.	The undersigned is an authorized representative of [the Asset Representations
Reviewer][[_____], an entity designated by the Depositor to receive access to the secure Data Room].



  


		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data
Room is being granted to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing
Agreement (b) it will not disseminate or otherwise make information contained on the Secure Data Room available to any other person
except in accordance with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it
will only access information relating to the Mortgage Loans to which the Asset Review relates.



  


		3.	The undersigned agrees that each time it accesses the Secure Data Room, the
undersigned is deemed to have recertified that the representations above remains true and correct.



 




    Exhibit QQ-1


     


    

 


		4.	[The undersigned
is not a Certificateholder, a beneficial owner or a prospective purchaser of any Certificate.]*



 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: _______


 





	[Banc
of America Merrill Lynch Commercial Mortgage Inc.,


as Depositor]*



	
	 	 	 
	By:		 
	 	[Name]	
	 	[Title]	


 





 



 


*       Required
to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the
Secure Data Room.


 




    Exhibit QQ-2


     


    

 


EXHIBIT RR


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084, 401 South Tryon Street,

8th Floor

Charlotte, North Carolina 28202

Attention:  BANK 2019-BNK24 Asset Manager 

Email:  commercial.servicing@wellsfargo.com	 	Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BANK 2019-BNK24 – Surveillance

Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)
	 	 	 
	
        Midland Loan Services, a Division
of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

        Facsimile: (888) 706-3565

        Email: NoticeAdmin@midlandls.com
	 	
        National Cooperative Bank, N.A.

2011 Crystal Drive, Suite 800

        Arlington, Virginia 22202

        Attention: Kathleen Luzik, Chief Operating Officer

        Facsimile number: (703) 647-3473

        Email: kluzik@ncb.coop



 


		Attention:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24



 





In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as General
Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as General Special Servicer, National Cooperative
Bank, N.A., as NCB Master Servicer and NCB Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, the Certificate Administrator hereby notifies you that as of [RELATED DISTRIBUTION DATE]:


 







		1.	_____  An additional Mortgage Loan has become a Delinquent Loan.



 


		2.	_____  A Mortgage Loan has ceased to be a Delinquent Loan.



 


		3.	_____ An Asset Review Trigger has ceased to exist.



 


(check all that apply)


 






    Exhibit RR-1


     


    

 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


		Wells Fargo Bank, National Association,
as Certificate Administrator for the Holders of the BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24



 


	 	By:	 
			                                         [Name]

                                         [Title]



  




    Exhibit RR-2


     


    

 


EXHIBIT SS


 


FORM OF INTERCREDITOR AGREEMENT AND SUBORDINATION
AGREEMENT FOR NCB CO-OP MORTGAGE LOANS


 


THIS INTERCREDITOR AGREEMENT
AND SUBORDINATION AGREEMENT (this “Agreement”) made as of this __ day of ____, 20__ between [_______], a [___________]
having an office at [__________] in its capacity as senior lender (“Lender”), and [_________], a [_________]
having an office at [__________] in its capacity as subordinated lender (“Subordinated Lender”).


 


W I T N E S  E T H:


 


WHEREAS, Lender is the
holder of a certain loan (the “Loan”) to [_________] (“Borrower”) dated the date hereof in
the amount of [_________] and 00/100 ($__________) Dollars, which Loan is secured by, among other things, a mortgage upon the Project
(hereinafter defined), which mortgage is intended to be recorded;


 


WHEREAS, Subordinated
Lender is the holder of a certain loan (the “Subordinated Loan”) dated the date hereof to Borrower in the amount
of [_________] and 00/100 ($_________) Dollars, which Subordinated Loan is secured by, among other things, a mortgage upon the
Project (hereinafter defined), which mortgage is intended to be recorded; and


 


WHEREAS, Lender and Subordinated
Lender desire to enter into this Agreement for the purpose of establishing the priorities of their respective interests in the
Project, and for the purpose of setting forth certain other agreements between them with respect to their agreements with Borrower;


 


NOW, THEREFORE, in consideration
of the premises, the payment of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Lender and Subordinated Lender agree as follows:


 


Defined Terms.
As used in this Agreement, the following terms shall have the meanings hereinafter set forth, unless the context shall otherwise
require:


 


“Affiliate”
– Shall mean, as to any particular Person, any Person directly or indirectly, through one or more intermediaries, controlling,
Controlled by or under common control with the Person or Persons in question.


 


“Control”
– Shall mean, (i) the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial
ownership interests of such Person or (ii) the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled
by,” “controlling” and “under common control with” shall have the respective correlative meaning
thereto.


 






    Exhibit SS-1


     


    

 


“Certificates”
– Shall mean any securities (including all classes thereof) representing beneficial ownership interests in the Loan or in
a pool of mortgage loans including the Loan issued in connection with a securitization of the Loan.


 


“Eligibility
Requirements” – Shall mean, with respect to any Person, that such Person (i) has total assets (in name or
under management) in excess of $200,000,000.00 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory
surplus or shareholder’s equity of $60,000,000.00 and (ii) is regularly engaged in the business of making or owning
commercial or multi-family real estate loans or operating commercial or multi-family mortgage properties.


 


“Event of Default”
– Shall mean (i) with respect to the Loan and the Loan Documents, any default thereunder which has occurred and is continuing
beyond any applicable grace or curative period, and (ii) with respect to the Subordinated Loan and the Subordinated Loan Documents,
any default thereunder which has occurred and is continuing beyond any applicable grace or curative period.


 


“Loan Documents”
– Shall mean all loan documents, notes, security agreements, mortgages, including, without limitation, those certain documents
made by Borrower creating a first lien upon the Project and any other documents evidencing and securing the Loan, in effect on
the date hereof, as the same may be modified, amended, restated, supplemented, replaced or extended, from time to time, in accordance
with the terms hereof.


 


“Permitted Fund
Manager” – Shall mean any Person that on the date of determination is (i) a nationally-recognized manager
of investment funds investing in debt or equity interests relating to commercial real estate, (ii) investing through a fund
with committed capital of at least $250,000,000 and (iii) not subject to a Proceeding.


 


“Person”
– Shall mean any individual, sole proprietorship, corporation, general partnership, limited partnership, limited liability
company or partnership, joint venture, association, joint stock company, bank, trust, estate unincorporated organization, any federal,
state, county or municipal government (or any agency or political subdivision thereof) endowment fund or any other form of entity.


 


“Proceeding”
– Shall mean the commencement, whether voluntary or involuntary, of any case, proceeding or other action against Borrower
under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors.


 


“Project”
– Shall mean that certain real property owned by Borrower described on Exhibit A attached hereto and the improvements
located or to be located thereon.


 


“Protective
Advance” – Shall mean all sums advanced for the purpose of payment of real estate taxes (including special payments
in lieu of real estate taxes), maintenance costs, insurance premiums or other items (including capital items) reasonably necessary
to protect the Project or any portion thereof (including, but limited to, all reasonable attorneys’ fees, costs relating
to the entry upon the Project or any portion thereof to make repairs and the payment, purchase, contest or compromise of any encumbrance,
charge or lien which in the judgment of Lender appears to be prior or superior to the Loan Documents).


 






    Exhibit SS-2


     


    

 


“Qualified Transferee”
– Shall mean (i) Subordinated Lender or an Affiliate of Subordinated Lender or (ii) one or more of the following:


 


(A)           a
real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial
credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that
any such Person referred to in this clause (A) satisfies the Eligibility Requirements;


 


(B)          
an investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A
under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation
D under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (B) satisfies the
Eligibility Requirements;


 


(C)            an
institution substantially similar to any of the foregoing entities described in clauses (ii)(A) or (ii)(B) that satisfies
the Eligibility Requirements;


 


(D)          
any entity controlled by any of the entities described in clause (i) or clauses (ii)(A) or (ii)(C) above;


 


(E)           
a Qualified Trustee in connection with a securitization of, the creation of collateralized debt obligations (“CDO”)
secured by or financing through an “owner trust” of, the Subordinated Loan (collectively, “Securitization
Vehicles”) so long as (A) the special servicer or manager of such Securitization Vehicle has the Required Special
Servicer Rating and (B) the entire “controlling class” of such Securitization Vehicle, other than with respect
to a CDO Securitization Vehicle, is held by one or more entities that are otherwise Qualified Transferees under clauses (ii)(A),
(B), (C) or (D) of this definition; provided that the operative documents of the related Securitization Vehicle require that (1) in
the case of a CDO Securitization Vehicle, the “equity interest” in such Securitization Vehicle is owned by one or more
entities that are Qualified Transferees under clauses (ii)(A), (B), (C) or (D) of this definition and (2) if any of the
relevant trustee, special servicer, or manager fails to meet the requirements of this clause (E), such Person must be replaced
by a Person meeting the requirements of this clause (E) within thirty (30) days; or


 


(F)           
an investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager
or an entity that is otherwise a Qualified Transferee under clauses (ii)(A), (B), (C) or (D) of this definition acts as the
general partner, managing member or fund manager and at least 50% of the equity interests in such investment vehicle are owned,
directly or indirectly, by one or more entities that are otherwise Qualified Transferees under clauses (ii)(A), (B), (C) or
(D) of this definition.


 


“Qualified Trustee”
– Shall mean (i) a corporation, national bank, national banking association or a trust company, organized and doing
business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers


 



    Exhibit SS-3


     


    

 


and to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or
examination by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an
institution whose long-term senior unsecured debt is rated either of the then in effect top two rating categories of each of the
Rating Agencies.


 


“Rating Agencies”
– Shall mean, prior to a securitization, each of Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., Moody’s Investors Service, Inc., and Fitch Ratings, Inc., or any other nationally-recognized statistical
rating agency which has been designated by Lender and, after a securitization, shall mean any of the foregoing that have rated
any of the Certificates.


 


“Rating Agency
Confirmation” – Shall mean each of the Rating Agencies shall have confirmed in writing that the occurrence of the
event with respect to which such Rating Agency Confirmation is sought shall not result in a downgrade, qualification or withdrawal
of the applicable rating or ratings ascribed by such Rating Agency to any of the Certificates then outstanding. In the event that
no Certificates are outstanding or the Loan is not part of a securitization, any action that would otherwise require a Rating Agency
Confirmation shall require the consent of the Lender, which consent shall not be unreasonably withheld or delayed.


 


“Required Special
Servicer Rating” – Shall mean (i) a rating of “CSS1” in the case of Fitch Ratings, (ii) on
the S&P list of approved special servicers in the case of S&P and (iii) in the case of Moody’s, such special
servicer is acting as special servicer in a commercial mortgage loan securitization that was rated by Moody’s within the
twelve (12) month period prior to the date of determination, and Moody’s has not downgraded or withdrawn the then-current
rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the
continuation of such special servicer as special servicer of such commercial mortgage securities.


 


“Subordinated
Loan Documents” – Shall mean all loan documents, notes, security agreements, mortgages, including, without limitation,
those certain documents made by Borrower creating a second lien upon the Project and any other documents evidencing and securing
the Subordinated Loan, in effect on the date hereof, as the same may be modified, amended, restated, supplemented, replaced or
extended, from time to time, in accordance with the terms hereof.


 


“Transfer”
– Shall mean any assignment, pledge, conveyance, sale, transfer, mortgage, encumbrance, grant of a security interest, issuance
of a participation interest, or other disposition, either directly or indirectly, by operation of law or otherwise.


 


1.              Approval
of Loans and Loan Documents; Characterization of Subordinated Loan.


 


(a)            Subordinated Lender hereby acknowledges that (i) it has received and reviewed and, subject to the terms and conditions
of this Agreement, hereby consents to and approves of the Loan and, subject to the terms and provisions of this Agreement, all
of the terms and provisions of the Loan Documents, (ii) the continued performance of the Loan Documents


 



    Exhibit SS-4


     


    

 


will not constitute
a default or an event which, with the giving of notice or the lapse of time, or both, would constitute a default under the Subordinated
Loan Documents, and (iii) any application or use of the proceeds of the Loan for purposes other than those provided in the
Loan Documents shall not affect, impair or defeat the terms and provisions of this Agreement or the Loan Documents.


 


(b)           
Lender hereby acknowledges that (i) it has received and reviewed, and, subject to the terms and conditions of this
Agreement, hereby consents to and approves of the making of the Subordinated Loan and, subject to the terms and provisions of this
Agreement, all of the terms and provisions of the Subordinated Loan Documents, (ii) the execution, delivery and performance
of the Subordinated Loan Documents will not constitute a default or an event which, with the giving of notice or the lapse of time,
or both, would constitute a default under the Loan Documents, (iii) any application or use of the proceeds of the Subordinated
Loan for purposes other than those provided in the Subordinated Loan Documents shall not affect, impair or defeat the terms and
provisions of this Agreement or the Subordinated Loan Documents.


 


2.              Representations and Warranties.


 


(a)            Subordinated Lender hereby represents and warrants as follows:


 


(i)             Subordinated Lender has heretofore provided Lender with true, complete and correct copies of the Subordinated Loan Documents.
To Subordinated Lender’s knowledge, there currently exists no default or event which, with the giving of notice or the lapse
of time, or both, would constitute a default under any of the Subordinated Loan Documents.


 


(ii)           
Subordinated Lender is the legal and beneficial owner of the entire Subordinated Loan free and clear of any lien, security
interest, option or other charge or encumbrance.


 


(iii)         
 There are no conditions precedent to the effectiveness of this Agreement that have not been satisfied or waived.


 


(iv)          
Subordinated Lender has, independently and without reliance upon Lender and based on such documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.


 


(v)           
Subordinated Lender is duly organized and validly exists under the laws of the jurisdiction under which it was organized
with full power to execute, deliver, and perform this Agreement and consummate the transactions contemplated hereby.


 


(vi)         
 All actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of Subordinated
Lender have been duly taken, and all such actions continue in full force and effect as of the date hereof.


 


(vii)        
 Subordinated Lender has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and
binding agreement of Subordinated Lender enforceable against Subordinated Lender in accordance with its terms subject to


 



    Exhibit SS-5


     


    

 


(a) applicable
bankruptcy, reorganization, insolvency and moratorium laws, and (b) general principles of equity which may apply regardless
of whether a proceeding is brought in law or in equity.


 


(viii)     
   To Subordinated Lender’s knowledge, no consent of any other Person and no consent, license, approval, or authorization
of, or exemption by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in
connection with the execution, delivery or performance by Subordinated Lender of this Agreement or consummation by Subordinated
Lender of the transactions contemplated by this Agreement, other than those that have been obtained.


 


(ix)         
 None of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated
by this Agreement will (a) violate or conflict with any provision of the organizational or governing documents of Subordinated
Lender, (b) to Subordinated Lender’s knowledge, violate, conflict with, or result in the breach or termination of, or
otherwise give any other Person the right to terminate, or constitute (or with the giving of notice or lapse of time, or both,
would constitute) a default under the terms of any contract, mortgage, lease, bond, indenture, agreement, or other instrument to
which Subordinated Lender is a party or to which any of its properties are subject, (c) to Subordinated Lender’s knowledge,
result in the creation of any lien, charge, encumbrance, mortgage, lease, claim, security interest, or other right or interest
upon the properties or assets of Subordinated Lender pursuant to the terms of any such contract, mortgage, lease, bond, indenture,
agreement, franchise, or other instrument, (d) violate any judgment, order, injunction, decree, or award of any court, arbitrator,
administrative agency or governmental or regulatory body of which Subordinated Lender has knowledge against, or binding upon, Subordinated
Lender or upon any of the securities, properties, assets, or business of Subordinated Lender or (e) to Subordinated Lender’s
knowledge, constitute a violation by Subordinated Lender of any statute, law or regulation that is applicable to Subordinated Lender.


 


(x)           
 The Subordinated Loan is not cross defaulted with any loan except the Loan.


 


(b)           
Lender hereby represents and warrants as follows:


 


(i)             Lender has heretofore provided Subordinated Lender with true, complete and correct copies of the Loan Documents. To Lender’s
actual knowledge, there currently exists no default or event which, with the giving of notice or the lapse of time, or both, would
constitute a default under any of the Loan Documents.


 


(ii)           
Lender is the legal and beneficial owner of the Loan free and clear of any lien, security interest, option or other charge
or encumbrance.


 


(iii)         
 There are no conditions precedent to the effectiveness of this Agreement against Lender that have not been satisfied or
waived.


 






    Exhibit SS-6


     


    

 


(iv)         
 Lender is duly organized and validly exists under the laws of the jurisdiction under which it was organized with full power
to execute, deliver, and perform this Agreement and consummate the transactions contemplated hereby.


 


(v)           
All actions necessary to authorize the execution, delivery, and performance of this Agreement on behalf of Lender have been
duly taken, and all such actions continue in full force and effect as of the date hereof.


 


(vi)         
 Lender has duly executed and delivered this Agreement and this Agreement constitutes the legal, valid, and binding agreement
of Lender enforceable against Lender in accordance with its terms subject to (a) applicable bankruptcy, reorganization, insolvency
and moratorium laws and (b) general principles of equity which may apply regardless of whether a proceeding is brought in
law or in equity.


 


(vii)       
  To Lender’s knowledge, no consent of any other Person and no consent, license, approval, or authorization of, or exemption
by, or registration or declaration or filing with, any governmental authority, bureau or agency is required in connection with
the execution, delivery or performance by Lender of this Agreement or consummation by Lender of the transactions contemplated by
this Agreement other than those that have been obtained.


 


(viii)     
  None of the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated
by this Agreement will (a) violate or conflict with any provision of the organizational or governing documents of Lender,
(b) to Lender’s knowledge, violate, conflict with, or result in the breach or termination of, or otherwise give any
other Person the right to terminate, or constitute (or with the giving of notice or lapse of time, or both, would constitute) a
default under the terms of any material contract, mortgage, lease, bond, indenture, agreement, or other instrument to which Lender
is a party or to which any of its properties are subject, (c) to Lender’s knowledge, result in the creation of any lien,
charge, encumbrance, mortgage, lease, claim, security interest, or other right or interest upon the properties or assets of Lender
pursuant to the terms of any such material contract, mortgage, lease, bond, indenture, agreement, franchise or other instrument,
(d) violate any judgment, order, injunction, decree or award of any court, arbitrator, administrative agency or governmental
or regulatory body of which Lender has knowledge against, or binding upon, Lender or upon any of the securities, properties, assets,
or business of Lender or (e) to Lender’s knowledge, constitute a violation by Lender of any statute, law or regulation
that is applicable to Lender.


 


(ix)         
  The Loan is not cross defaulted with any other loan, except for the Subordinated Loan.


 


3.              Subordination and Priority. Subordinated Lender hereby subordinates and makes junior the Subordinated Loan, the Subordinated
Loan Documents (and any amendment, modification or extension thereof, and any future advance or increase respecting the Subordinated
Loan, in each instance, whether or not made in violation of this Agreement), and the lien and security interests created thereby
and all of the foregoing (collectively, the


 



    Exhibit SS-7


     


    

 


“Subordinated Interests”) shall at all times be junior, subject
and subordinate to the lien and security interest created by the Loan Documents and all of the terms, covenants, conditions, rights
and remedies contained in the Loan Documents, and no amendments or modifications of the Loan Documents or waivers of any provisions
thereof shall affect the subordination of the Subordinated Interests as set forth in this Section 3, it being understood and
agreed that the Loan Documents and the liens and security interests created thereby shall be and remain a prior lien against the
Project. In addition, all of Subordinated Lender’s rights to payment of the Subordinated Loan and the obligations evidenced
by the Subordinated Loan Documents are hereby subordinated to all of Lender’s rights to payment by Borrower of the Loan and
the obligations secured by the Loan Documents, and Subordinated Lender shall not accept or receive payments (including, without
limitation, whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise)
from Borrower and/or from the Project upon the occurrence and during the continuance of an Event of Default (as defined in the
Loan Documents) under the Loan. If a Proceeding shall have occurred, Lender shall be entitled to receive payment and performance
in full of all amounts due or to become due to Lender before Subordinated Lender is entitled to receive any payment on account
of the Subordinated Loan. All payments or distributions upon or with respect to the Subordinated Loan which are received by Subordinated
Lender contrary to the provisions of this Agreement shall be received and held in trust by the Subordinated Lender for the benefit
of Lender and shall be paid over to Lender in the same form as so received (with any necessary endorsement) to be applied (in the
case of cash) to, or held as collateral (in the case of non-cash property or securities) for, the payment or performance of the
Loan in accordance with the terms of the Loan Documents. Nothing contained herein shall prohibit the Subordinated Lender from making
protective advances (and adding the amount thereof to the principal balance of the Subordinated Loan) notwithstanding the existence
of a default under the Loan at such time.


 


4.              Modifications, Amendments, Etc.


 


(a)            Lender shall have the right without the consent of Subordinated Lender in each instance to enter into any amendment, deferral,
extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Senior
Loan Modification”) of the Loan or the Loan Documents provided that no such Senior Loan Modification shall (i) increase
the interest rate or principal amount of the Loan, (ii) increase in any other material respect any monetary obligations of
Borrower under the Loan Documents, (iii) extend or shorten the scheduled maturity date of the Loan (except that Lender may
permit Borrower to exercise any extension options in accordance with the terms and provisions of the Loan Documents), (iv) convert
or exchange the Loan into or for any other indebtedness or subordinate any of the Loan to any indebtedness of Borrower, (v) amend
or modify the provisions limiting transfers of interests in the Borrower or the Project, (vi) cross default the Loan with
any other indebtedness, (vii) obtain any contingent interest, additional interest or so-called “kicker” measured
on the basis of the cash flow or appreciation of the Project, (or other similar equity participation), or (viii) extend the
period during which voluntary prepayments are prohibited or during which prepayments require the payment of a prepayment fee or
premium or yield maintenance charge or increase the amount of any such prepayment fee, premium or yield maintenance charge; provided,
however, in no event shall Lender be obligated to obtain Subordinated Lender’s consent to a Senior Loan Modification
in the case of a work-out or other surrender, compromise, release, renewal, or indulgence relating to the Loan during the existence
of an Event of Default


 



    Exhibit SS-8


     


    

 


(as defined in the Loan Documents) under the Loan, except that under no conditions shall clause (i)
(with respect to increase principal amount only), or clause (viii) be modified without the written consent of Subordinated
Lender. In addition and notwithstanding the foregoing provisions of this Section 2, any amounts funded by the Lender under
the Loan Documents as a result of (A) the making of any protective advances or other advances by the Lender, or (B) interest
accruals or accretions and any compounding thereof (including default interest), shall not be deemed to contravene this Section 2.


 


(b)           
Subordinated Lender shall have the right without the consent of Lender in each instance to enter into any amendment, deferral,
extension, modification, increase, renewal, replacement, consolidation, supplement or waiver (collectively, a “Subordinated
Loan Modification”) of the Subordinated Loan or the Subordinated Loan Documents provided that no such Subordinated Loan
Modification shall (i) increase the interest rate or principal amount of the Subordinated Loan, (ii) increase in any
other material respect any monetary obligations of under the Subordinated Loan Documents, (iii) extend or shorten the scheduled
maturity date of the Subordinated Loan (except that Subordinated Lender may permit Borrower to exercise any extension options in
accordance with the terms and provisions of the Subordinated Loan Documents), (iv) convert or exchange the Subordinated Loan
into or for any other indebtedness or subordinate the Subordinated Loan to any indebtedness of Borrower, (v) provide for any
additional contingent interest, additional interest or so called “kicker” measured on the basis of the cash flow or
appreciation of the Project (or other similar equity participation), (vi) amend or modify the provisions of the Subordinated
Loan Documents limiting transfers of direct or indirect interest in Borrower, (vii) modify or amend the terms and provision
of any Subordinated Loan Document with respect to the manner, timing or method of the application of payments under the Subordinated
Loan Documents, (vi) cross default the Subordinated Loan with any other indebtedness, or (vii) amend or modify the provisions
limiting transfers of interests in the Borrower or the Project. Notwithstanding anything to the contrary contained herein, if an
Event of Default exists under the Subordinated Loan Documents, Subordinated Lender shall be permitted to modify or amend the Subordinated
Loan Documents in connection with a work out or other surrender, compromise, release, renewal or modification of the Subordinated
Loan except that under no conditions shall clause (i), with respect to increases in principal amounts only, clause (ii),
clause (iii) (with respect to shortening the maturity only), clause (iv) or clause (v) be modified without the written
consent of the Lender. In addition and notwithstanding the foregoing provisions of this Section 6(b), any amounts funded by
the Subordinated Lender under the Subordinated Loan Documents as a result of (A) the making of any Protective Advances or
other advances by the Subordinated Lender, or (B) interest accruals or accretions and any compounding thereof (including default
interest), shall not be deemed to contravene this Section 6(b).


 


(c)            Lender shall deliver to Subordinated Lender copies of any and all modifications, amendments, extensions, consolidations,
spreaders, restatements, alterations, changes or revisions to any one or more of the Loan Documents (including, without limitation,
any side letters, waivers or consents entered into, executed or delivered by Lender) within a reasonable time after any of such
applicable instruments have been executed by Lender.


 


(d)           
Subordinated Lender shall deliver to Lender copies of any and all modifications, amendments, extensions, consolidations,
spreaders, restatements, alterations,


 



    Exhibit SS-9


     


    

 


changes or revisions to any one or more of the Subordinated Loan Documents (including, without
limitation, any side letters, waivers or consents entered into, executed or delivered by Subordinated Lender) within a reasonable
time after any of such applicable instruments have been executed by Subordinated Lender.


 


5.              Default Notice.


 


(a)            Subordinated Lender shall give Lender notice of any default under the Subordinated Loan Documents promptly upon the giving
of such notice of default to Borrower and in all instances prior to accelerating the Subordinated Loan on account of such default.
Lender may, but shall not be obligated to, cure any such default, in which event Subordinated Lender shall accept such cure by
Lender as and for the cure by Borrower.


 


(b)           
Lender shall give Subordinated Lender notice of any default under the Loan Documents promptly upon the giving of such notice
of default to Borrower and in all instances prior to accelerating the Loan on account of such default. Subordinated Lender may,
but shall not be obligated to, cure any such default, in which event Lender shall accept such cure by Subordinated Lender as and
for the cure by Borrower.


 


6.              Casualty and Condemnation. In the event of a casualty to the buildings or improvements constructed on any portion
of the Project or a condemnation or taking under a power of eminent domain of all or any portion of the Project, Lender shall have
a first and prior interest in and to any payments, awards, proceeds, distributions, or consideration arising from any such event
(the “Award”). Subordinated Lender acknowledges and agrees that so long as the Loan is outstanding, it has no
lien on or security interest in any Award, nor any rights with respect to any Award except as expressly provided in this Agreement,
and Subordinated Lender assigns its rights to any Award to Lender up to an amount equal to the then outstanding amount of the Loan.
Subordinated Lender agrees to promptly, upon request by Lender, execute and deliver to Lender and/or to any other party as so directed
by Lender, a written confirmation of the terms set forth in the immediately preceding sentence and take sure other actions reasonably
requested by Lender to further evidence the foregoing agreement (although failure of Subordinated Lender to do so shall not affect
the foregoing agreement). If the amount of the Award is in excess of all amounts owed to Lender under the Loan Documents, however,
and either the Loan has been paid in full or Borrower is entitled to a remittance of same under the Loan Documents other than to
restore the Project, such excess Award or portion to be so remitted to Borrower shall, to the extent permitted in the Loan Documents
and required by the Subordinated Loan Documents, be paid to or at the direction of Subordinated Lender, unless other Persons have
claimed the right to such awards or proceeds, in which case Lender shall only be required to provide notice to Subordinated Lender
of such excess Award and of any other claims thereto. In the event of any competing claims for any such excess Award, Lender shall
continue to hold such excess Award until Lender receives an agreement signed by all Persons making a claim to the excess Award
or a final order of a court of competent jurisdiction directing Lender as to how and to which Person(s) the excess Award is to
be distributed. Notwithstanding the foregoing, in the event of a casualty or condemnation, Lender shall release the Award from
any such event to the Borrower if and to the extent required by the terms and conditions of the Loan Documents in order to repair
and restore the Project in accordance with the terms and provisions of the Loan Documents. Any portion of the Award made available
to the Borrower


 



    Exhibit SS-10


     


    

 


for the repair or restoration of the Project shall not be subject to attachment by Subordinated Lender.


 


7.              Foreclosure of the Subordinated Mortgage: Subordinated Lender expressly agrees that, for so long as a Loan shall
remain outstanding, (A) due notice of the commencement of any foreclosure of the Subordinated Loan Documents shall be given
to Lender, and true copies of all papers served or entered in such action will be delivered to Lender, (B) no portion of the
rents, issues and profits of the Project shall be collected in connection with the foreclosure of the Subordinated Loan Documents
except through a receiver appointed by the court in which such foreclosure action is brought, after due notice for the appointment
of such receiver shall have been given to Lender, (C) the rents, issues and profits collected by any such receiver shall be
applied first to the payment of taxes, maintenance and operating charges and disbursements incurred in connection with the operation
and maintenance of the Project and next to the payment of principal and interest (including, without limitation, default interest
and late payment charges) due under the Loan Documents, and (D) if during the pendency of any such foreclosure action an action
shall be brought for the foreclosure of the Loan Documents and an application shall be made for an extension of the receivership
for the benefit of Lender, all such rents, issues and profits held by such receiver as of the date of such application shall be
applied by the receiver solely for the benefit of Lender, and the Subordinated Lender shall not be entitled to any portion thereof
until Lender has received all amounts then due to it. Without limiting the generality of the foregoing, Subordinated Lender consents
to, and shall not object to, any action or proceeding at any time initiated by Lender for the appointment of a receiver and Subordinated
Lender further agrees that it shall not institute any action or proceeding for the appointment of a receiver at any time during
which a receiver shall have already been appointed for the benefit of Lender, and if Subordinated Lender shall have appointed or
caused the appointment of a receiver prior to Lender’s initiation of proceedings to do so, Subordinated Lender agrees to
take all action reasonably necessary to terminate such appointment in order to facilitate Lender’s appointment of same.


 


8.              Rights of Subrogation. No payment or distribution to Lender pursuant to the provisions of this Agreement and no Protective
Advance by Subordinated Lender shall entitle Subordinated Lender to exercise any right of subrogation in respect thereof prior
to the payment in full of the Loan, and Subordinated Lender agrees that, except with respect to the enforcement of its remedies
under the Subordinated Loan Documents permitted hereunder, prior to the satisfaction of all obligations under the Loan it shall
not acquire, by subrogation or otherwise, any lien, estate, right or other interest in any portion of the Project or any other
collateral now securing the Loan or the proceeds therefrom that is or may be prior to, or of equal priority to, any of the Loan
Documents or the liens, rights, estates and interests created thereby.


 


9.              Transfer of Subordinated Loan or Loan. Subordinated Lender shall not Transfer more than 49% of its beneficial interest
in the Subordinated Loan unless either (i) a Rating Agency Confirmation has been given with respect to such Transfer, in which
case the related transferee shall thereafter be deemed to be a “Qualified Transferee” for all purposes of this Agreement,
or (ii) such Transfer is to a Qualified Transferee. Any such transferee must assume in writing the obligations of Subordinated
Lender hereunder and agree to be bound by the terms and provisions hereof. Such proposed transferee shall also remake each of the
representations and warranties contained herein for the benefit of the Lender.


 






    Exhibit SS-11


     


    

 


At least five (5) days
prior to a transfer to a Qualified Transferee, the Subordinated Lender shall provide to Lender a certification that such transfer
will be made in accordance with this Section 9, such certification to include the name and contact information of the Qualified
Transferee, and a statement as to how it meets the definition of Qualified Transferee.


 


Subordinated Lender acknowledges
that any Rating Agency Confirmation may be granted or denied by the Rating Agencies in their sole and absolute discretion and that
such Rating Agencies may charge customary fees in connection with any such action, which fee, together with any and all other reasonable
costs and expenses of Rating Agencies or Lender incurred in connection with the processing of same, including, without limitation,
reasonable attorneys’ fees and costs, shall be paid by Subordinated Lender.


 


Lender may, from time
to time, in its sole discretion Transfer all or any of the Loan or any interest therein, and notwithstanding any such Transfer
or subsequent Transfer, the Loan and the Loan Documents shall be and remain a senior obligation in the respects set forth in this
Agreement to the Subordinated Loan and the Subordinated Loan Documents in accordance with the terms and provisions of this Agreement.


 


Notwithstanding anything
contained in this Agreement, Subordinated Lender agrees that it shall in no event Transfer all or any part of the Subordinated
Loan to Borrower or to any Person which is an Affiliate of Borrower and any such Transfer shall be void ab initio.


 


10.           
Notices. All notices required to be given hereunder shall be sent by first class, certified or registered mail, postage
prepaid, return receipt requested, or delivered by hand, to either party at such party’s address first set forth above. Notices
shall be deemed to have been given when received. Either party may change its address for notices hereunder by written notice to
the other party.


 


11.           
Obligations Hereunder Not Affected. All rights, interests, agreements and obligations of Lender and Subordinated
Lender under this Agreement shall remain in full force and effect irrespective of:


 


(i)             any lack of validity or enforceability of the Loan Documents or the Subordinated Loan Documents or any other agreement or
instrument relating thereto;


 


(ii)           
any taking, exchange, release or non-perfection of any other collateral, or any taking, release or amendment or waiver of
or consent to or departure from any guaranty, for all or any portion of the Loan or the Subordinated Loan;


 


(iii)         
 any manner of application of collateral, or proceeds thereof, to all or any portion of the Loan or the Subordinated Loan,
or any manner of sale or other disposition of any collateral for all or any portion of the Loan or the Subordinated Loan or any
other assets of Borrower or any other Affiliates of Borrower;


 


(iv)         
 any change, restructuring or termination of the corporate structure or existence of Borrower or any other Affiliates of
Borrower; or


 






    Exhibit SS-12


     


    

 


(v)           
any other circumstance which might otherwise constitute a defense available to, or a discharge of, Borrower or a subordinated
creditor or a Lender subject to the terms hereof.


 


12.           
Continued Effectiveness; Reinstatement. This Agreement shall continue to be effective or be reinstated, as the case
may be, if at any time any payment of all or any portion of the Loan is rescinded or must otherwise be returned by Lender or Subordinated
Lender upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, all as though such payment had not been made.


 


13.           
Estoppel.


 


(a).           Subordinated
Lender shall, within ten (10) days following a request from Lender, provide Lender with a written statement setting forth
the then current outstanding principal balance of the Subordinated Loan, the aggregate accrued and unpaid interest under the Subordinated
Loan, and stating whether to Subordinated Lender’s knowledge any default or Event of Default exists under the Subordinated
Loan, it being intended that any such estoppel delivered pursuant to this Section 13 may be relied upon by Lender and by
any prospective purchaser of all or any interest in the Loan.


 


(b).           Lender
shall, within ten (10) days following a request from Subordinated Lender, provide Subordinated Lender with a written statement
setting forth the then current outstanding principal balance of the Loan, the aggregate accrued and unpaid interest under the
Loan, and stating whether to Lender’s knowledge any default or Event of Default exists under the Loan, it being intended
that any such estoppel delivered pursuant to this Section 13 may be relied upon by Subordinated Lender and by any prospective
purchaser of all or any interest in the Subordinated Loan.


 


14.           
No Third Party Beneficiaries; No Modification. The parties hereto do not intend the benefits of this Agreement to
inure to Borrower, or any other Person other than the respective successors and permitted assignees of the parties hereto. This
Agreement may not be changed or terminated orally, but only by an agreement in writing signed by the party against whom enforcement
of any change is sought.


 


15.           
Counterpart Originals. This Agreement may be executed in counterpart originals, each of which shall constitute an
original, and all of which together shall constitute one and the same agreement.


 


16.           
No Waiver; Remedies. No failure on the part of Lender to exercise, and no delay in exercising, any right hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies
provided by law.


 


17.           
No Joint Venture. Nothing provided herein is intended to create a joint venture, partnership, tenancy in common or
joint tenancy relationship between or among any of the parties hereto.


 






    Exhibit SS-13


     


    

 


18.           
Captions. The captions in this Agreement are inserted only as a matter of convenience and for reference, and are
not and shall not be deemed to be a part hereof.


 


19.           
Conflicts. In the event of any conflict, ambiguity or inconsistency between the terms and conditions of this Agreement
and the terms and conditions of any of the Loan Documents or the Subordinated Loan Documents, the terms and conditions of this
Agreement shall control.


 


20.           
No Release. Nothing herein contained shall operate to release Borrower from (a) its obligation to keep and perform
all of the terms, conditions, obligations, covenants and agreements contained in the Loan Documents or (b) any liability of
Borrower under the Loan Documents or to release Borrower from (x) its obligation to keep and perform all of the terms, conditions,
obligations, covenants and agreements contained in the Subordinated Loan Documents or (y) any liability of Borrower under
the Subordinated Loan Documents.


 


21.           
Severability. In the event that any provision of this Agreement or the application hereof to any party hereto shall,
to any extent, be invalid or unenforceable under any applicable statute, regulation, or rule of law, then such provision shall
be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform to such statute, regulation
or rule of law, and the remainder of this Agreement and the application of any such invalid or unenforceable provisions to parties,
jurisdictions or circumstances other than to whom or to which it is held invalid or unenforceable, shall not be affected thereby
nor shall same affect the validity or enforceability of any other provision of this Agreement.


 


22.           
Expenses.


 


(a)            Subordinated Lender agrees upon demand to pay to Lender the amount of any and all reasonable expenses, including, without
limitation, the reasonable fees and expenses of its counsel and of any experts or agents, which Lender may incur in connection
with the (i) exercise or enforcement of any of the rights of Lender against Subordinated Lender hereunder to the extent that
Lender is the prevailing party in any dispute with respect thereto or (ii) failure by Subordinated Lender to perform or observe
any of the provisions hereof.


 


(b)           
Lender agrees upon demand to pay to Subordinated Lender the amount of any and all reasonable expenses, including, without
limitation, the reasonable fees and expenses of its counsel and of any experts or agents, which Subordinated Lender may incur in
connection with the (i) exercise or enforcement of any of the rights of Subordinated Lender against Lender hereunder to the
extent that Subordinated Lender is the prevailing party in any dispute with respect thereto or (ii) failure by Lender to perform
or observe any of the provisions hereof.


 


23.           
Injunction. Lender and Subordinated Lender each acknowledge (and waive any defense based on a claim) that monetary
damages are not an adequate remedy to redress a breach by the other hereunder and that a breach by either Lender or Subordinated
Lender hereunder would cause irreparable harm to the other. Accordingly, Lender and Subordinated Lender agree that upon a breach
of this Agreement by the other, the remedies of


 



    Exhibit SS-14


     


    

 


injunction, declaratory judgment and specific performance shall be available to
such non breaching party.


 


24.           
Each of Lender and Subordinated Lender acknowledges that the Loan, the Loan Documents, the Subordinated Loan and the Subordinated
Loan Documents are distinct, separate transactions and loans, separate and apart from each other. Each of Lender and Subordinated
Lender agrees that the other shall be treated as a separate lender with a distinct and separate loan.


 


25.            Waiver
of Jury Trial. LENDER AND SUBORDINATED LENDER EACH EXPRESSLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT, ANY AND EVERY RIGHT IT MAY HAVE TO A TRIAL BY JURY.


 


26.           
Successors and Assigns. This Agreement shall be binding upon and benefit both Lender and Subordinated Lender and
their respective permitted successors and assigns. Lender shall have the right to record this Agreement.


 


27.           
Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed
and interpreted in accordance with the laws of the State of New York.


 


28.           
Amendments. No provision of this Agreement shall be waived, amended or supplemented except by written agreement of
the party charges with such waiver, amendment or supplement.


 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first above written.


 





	 	LENDER:
	 	 	 
	 	[__________]
	 	 	 
	 	By:	 
	 	 	 
	 	SUBORDINATED LENDER:
	 	 	 
	 	[__________]
	 	 	 
	 	By:	 


 




    Exhibit SS-15


     


    

 


	STATE OF NEW YORK	)
	 	) ss.:
	COUNTY OF NEW YORK	)




  


On the __ day of ________
in the year 20__ before me, the undersigned, personally appeared _________, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.


 





	 	 
	 	Signature
        and Office of individual

        

        taking
        acknowledgment

        









 


	STATE OF NEW YORK	)
	 	) ss.:
	COUNTY OF NEW YORK	)





  


On the ___ day of _________
in the year 20__ before me, the undersigned, personally appeared _________, personally known to me or proved to me on the basis
of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he
executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.


 

	 	 
	 	Signature
        and Office of individual

        

        taking
        acknowledgment

        






 






    Exhibit SS-16


     


    







 


Exhibit
TT


  


FORM OF CERTIFICATE
ADMINISTRATOR RECEIPT OF THE RR INTEREST


 


[Date]


  





Banc of America Merrill Lynch Commercial Mortgage
Inc.

One Bryant Park

New York, New York 10036

Attention: Leland F. Bunch, III


 


Bank of America, National Association





   as Retaining Sponsor





One Bryant Park





New York, New York 10036


 


Morgan Stanley Bank, N.A.





1585 Broadway





New York, New York 10036


 


Wells Fargo Bank, National Association





301 South College St.





Charlotte, North Carolina 28288


 










		Re:	BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24



 





In accordance with
Section 5.02 of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
the Certificate Administrator hereby acknowledges receipt and possession of and further agrees that it will hereafter hold in the
Retained Interest Safekeeping Account $[_____] of the RR Interest in the form of a [144A Global Certificate][Definitive Certificate]
(CUSIP No. [_]), which constitute the RR Interest as defined in the Pooling and Servicing Agreement, for the benefit of Bank of
America, National Association, Morgan Stanley Bank, N.A. and Wells Fargo Bank, National Association, each an initial Holder of
the RR Interest, as the registered holders thereof. A copy of such RR Interest is attached as Exhibit A-1. Payments on the RR Interest
will be made to each registered holder thereof in accordance with the Pooling and Servicing Agreement.





 



    Exhibit TT-1


     


    

 











Capitalized terms used
but not defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.


 





	 	Wells Fargo Bank, National Association,
as Certificate Administrator for the Holders of the BANK 2019-BNK24, Commercial Mortgage Pass-Through Certificates, Series 2019-BNK24
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]


 




    Exhibit TT-2


     


    

 


SCHEDULE 1


 


Mortgage
Loans with Additional Debt


 








		1.	55 Hudson Yards



 


		2.	Jackson Park



 


		3.	1412 Broadway



 


		4.	Parklawn Building



 


		5.	Park Tower at Transbay



 


		6.	Giant Anchored Portfolio



 


		7.	ILPT Industrial Portfolio



 


		8.	700 Shore Road Waters Edge, Inc.



 


		9.	29-45 Tenants’ Corporation



 


		10.	Edgebrook Cooperative Inc.



 


		11.	Sunnybrook Gardens Owners, Inc.



 


		12.	315 West 23rd Street Owners Corp.



 


		13.	Crestwood Apartment Owners Corp.



 


		14.	The Pavilion Owners Corp.



 


		15.	Park and 76th St. Inc.



 


		16.	25 Plaza Tenants Corp.



 


		17.	3616 Henry Hudson Pkway Owners Corp.



 


		18.	245-55 Bronx River Owners, Inc.



 


		19.	1080 Warburton Corp.



 


		20.	4315 Webster Owners, Inc.



 


		21.	71-36 Owners Corp.



 


		22.	110-150 Draper Owners Corp.



 






    Schedule 1-1


     


    

 


		23.	Pelham Manor Owners Inc.



 


		24.	East Rock Tenants Corp.



 


		25.	66-92 Tenants Ltd.



 


		26.	10015 Owners Corp.



 


		27.	128 Willow Apartments Corp.



 


		28.	8 West 13th Street Tenants Corp.



 


		29.	184 Columbia Heights, Incorporated



 


		30.	Linden Heights Association, Inc.



 











    Schedule 1-2


     


    

 






SCHEDULE
2


 


CLASS
A-SB PLANNED PRINCIPAL BALANCE SCHEDULE


 


	   Distribution
                           Date
	 	Class
                           A-SB Planned   

                           Principal Balance ($)   

	January
    2020	 	26,123,000.00
	February
    2020	 	26,123,000.00
	March
    2020	 	26,123,000.00
	April
    2020	 	26,123,000.00
	May
    2020	 	26,123,000.00
	June
    2020	 	26,123,000.00
	July
    2020	 	26,123,000.00
	August
    2020	 	26,123,000.00
	September
    2020	 	26,123,000.00
	October
    2020	 	26,123,000.00
	November
    2020	 	26,123,000.00
	December
    2020	 	26,123,000.00
	January
    2021	 	26,123,000.00
	February
    2021	 	26,123,000.00
	March
    2021	 	26,123,000.00
	April
    2021	 	26,123,000.00
	May
    2021	 	26,123,000.00
	June
    2021	 	26,123,000.00
	July
    2021	 	26,123,000.00
	August
    2021	 	26,123,000.00
	September
    2021	 	26,123,000.00
	October
    2021	 	26,123,000.00
	November
    2021	 	26,123,000.00
	December
    2021	 	26,123,000.00
	January
    2022	 	26,123,000.00
	February
    2022	 	26,123,000.00
	March
    2022	 	26,123,000.00
	April
    2022	 	26,123,000.00
	May
    2022	 	26,123,000.00
	June
    2022	 	26,123,000.00
	July
    2022	 	26,123,000.00
	August
    2022	 	26,123,000.00
	September
    2022	 	26,123,000.00
	October
    2022	 	26,123,000.00
	November
    2022	 	26,123,000.00
	December
    2022	 	26,123,000.00
	January
    2023	 	26,123,000.00
	February
    2023	 	26,123,000.00
	March
    2023	 	26,123,000.00
	April
    2023	 	26,123,000.00
	May
    2023	 	26,123,000.00
	June
    2023	 	26,123,000.00
	July
    2023	 	26,123,000.00
	August
    2023	 	26,123,000.00
	September
    2023	 	26,123,000.00
	October
    2023	 	26,123,000.00
	November
    2023	 	26,123,000.00
	December
    2023	 	26,123,000.00
	January
    2024	 	26,123,000.00
	February
    2024	 	26,123,000.00
	March
    2024	 	26,123,000.00
	April
    2024	 	26,123,000.00
	May
    2024	 	26,123,000.00
	June
    2024	 	26,123,000.00
	July
    2024	 	26,123,000.00
	August
    2024	 	26,123,000.00





	   Distribution
                           Date
	 	Class
                           A-SB Planned   

                           Principal Balance ($)   

	September
    2024	 	26,123,000.00
	October
    2024	 	26,123,000.00
	November
    2024	 	26,123,000.00
	December
    2024	 	26,122,153.47
	January
    2025	 	25,665,143.84
	February
    2025	 	25,206,684.81
	March
    2025	 	24,663,371.41
	April
    2025	 	24,201,731.28
	May
    2025	 	23,710,929.66
	June
    2025	 	23,246,267.04
	July
    2025	 	22,752,530.99
	August
    2025	 	22,284,826.66
	September
    2025	 	21,815,638.43
	October
    2025	 	21,317,508.63
	November
    2025	 	20,845,249.91
	December
    2025	 	20,344,139.08
	January
    2026	 	19,868,790.35
	February
    2026	 	19,391,933.04
	March
    2026	 	18,831,948.22
	April
    2026	 	18,351,796.64
	May
    2026	 	17,843,022.90
	June
    2026	 	17,359,731.09
	July
    2026	 	16,847,908.60
	August
    2026	 	16,361,456.57
	September
    2026	 	15,873,460.12
	October
    2026	 	15,357,070.05
	November
    2026	 	14,865,883.44
	December
    2026	 	14,346,396.16
	January
    2027	 	13,851,999.09
	February
    2027	 	13,356,031.94
	March
    2027	 	12,778,730.88
	April
    2027	 	12,279,351.83
	May
    2027	 	11,751,910.77
	June
    2027	 	11,249,269.10
	July
    2027	 	10,718,660.44
	August
    2027	 	10,212,735.37
	September
    2027	 	9,705,202.97
	October
    2027	 	9,169,846.07
	November
    2027	 	8,658,999.12
	December
    2027	 	8,120,424.23
	January
    2028	 	7,606,241.61
	February
    2028	 	7,090,424.99
	March
    2028	 	6,521,081.32
	April
    2028	 	6,001,813.96
	May
    2028	 	5,455,063.94
	June
    2028	 	4,932,407.27
	July
    2028	 	4,382,366.67
	August
    2028	 	3,856,299.10
	September
    2028	 	3,328,559.09
	October
    2028	 	2,773,583.22
	November
    2028	 	2,242,399.91
	December
    2028	 	1,684,081.04
	January
    2029	 	1,149,432.49
	February
    2029	 	613,083.75
	March
    2029 and thereafter	 	0.00








    Schedule 2-1


     


    

 


SCHEDULE
3


 


Specified
Mortgage Loans (Other than NCB Co-op Mortgage Loans)


With Escrows or Reserves


 


	Mortgage Loan

                                                                                Number
	Mortgage
    Loan Name	Reserve

                                                                                Description
	Applicable Escrow or

                                                                                Reserve (Initial

                                                                                Amount)

	7	Austin
    Marriott Portfolio	PIP
    Reserve	$24,000,000
	13	Baytown
    Multifamily Portfolio	Replacement
    Reserve	$2,179,359







 






    Schedule 3-1