CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., as Depositor, Berkadia Commercial Mortgage LLC, as Servicer, SITUS HOLDINGS, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, COMPUTERSHARE TRUST COMPANY, NATIONAL...

Exhibit 4.3

EXECUTION VERSION

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.,
as Depositor,

Berkadia Commercial Mortgage LLC,
as Servicer,

SITUS HOLDINGS, LLC,
as Special Servicer,

Wilmington Trust, National Association,
as Trustee,

COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION,
as Certificate Administrator,

and

PARK BRIDGE LENDER SERVICES LLC,
as Operating Advisor

______________________

TRUST AND SERVICING AGREEMENT

Dated as of March 6, 2022

______________________

ILPT Commercial Mortgage Trust 2022-LPFX,
Commercial Mortgage Pass-Through Certificates, Series 2022-LPFX

TABLE OF CONTENTS

Page

1.	DEFINITIONS		7
	1.1	Definitions.	7
	1.2	Interpretation.	74
	1.3	Certain Calculations in Respect of the Mortgage Loan	75
2.	DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES		78
	2.1	Creation and Declaration of Trust; Conveyance of the Trust Loan.	78
	2.2	Acceptance by the Trustee and the Certificate Administrator.	83
	2.3	Representations and Warranties of the Trustee.	85
	2.4	Representations and Warranties of the Certificate Administrator	87
	2.5	Representations and Warranties of the Servicer.	88
	2.6	Representations and Warranties of the Special Servicer	90
	2.7	Representations and Warranties of the Depositor	91
	2.8	Representations and Warranties of the Operating Advisor	92
	2.9	Representations and Warranties Contained in the Trust Loan Purchase Agreement	94
	2.10	Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests	98
	2.11	Miscellaneous REMIC Provisions	98
	2.11	[Reserved]	99
	2.12	Deposit of Funds into the ILPT 2022-LPFX – Rating Agency Surveillance Reserve Account	99
3.	ADMINISTRATION AND SERVICING OF THE MORTGAGE LOAN		99
	3.1	Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer	99
	3.2	Sub-Servicing Agreements	101
	3.3	Cash Management Account and Reserve Accounts	103
	3.4	Collection Account	104
	3.5	Distribution Account	110
	3.6	Foreclosed Property Account	113
	3.7	Appraisal Reductions.	113
	3.8	Investment of Funds in the Collection Account and any Foreclosed Property Account	117
	3.9	Payment of Taxes, Assessments, etc	119
	3.10	Appointment of Special Servicer	119
	3.11	Maintenance of Insurance and Errors and Omissions and Fidelity Coverage	126
	3.12	Procedures with Respect to Defaulted Mortgage Loan; Realization upon the Properties.	128

	3.13	Certificate Administrator to Cooperate; Release of Items in Mortgage Loan File	131
	3.14	Title and Management of Foreclosed Property	132
	3.15	Sale of Foreclosed Property	134
	3.16	Sale of the Mortgage Loan.	136
	3.17	Servicing Compensation	138
	3.18	Reports to the Certificate Administrator; Account Statements	143
	3.19	Annual Statement as to Compliance	145
	3.20	Annual Independent Public Accountants’ Servicing Report	146
	3.21	Access to Certain Documentation Regarding the Mortgage Loan and Other Information	147
	3.22	Inspections	148
	3.23	Advances	149
	3.24	Modifications of Mortgage Loan Documents; Due on Sale; Due on Encumbrance	154
	3.25	Servicer and Special Servicer May Own Certificates	158
	3.26	Mezzanine Intercreditor Agreement; Notice of Mortgage Loan Event of Default to Companion Loan Holder(s) and Mezzanine Lender.	158
	3.27	Rating Agency Confirmation.	159
	3.28	Approval of Annual Budget	162
	3.29	[Reserved]	162
	3.30	Co-operation with Other Asset Reviewer	162
	3.31	Consultation with Other Operating Advisor	162
	3.32	Compensating Interest Payments	163
	3.33	Resignation Upon Prohibited Risk Retention Affiliation	163
4.	PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS		163
	4.1	Distributions	163
	4.2	Withholding Tax	168
	4.3	Allocation and Distribution of Yield Maintenance Premiums	168
	4.4	Statements to Certificateholders	169
	4.5	Investor Q&A Forum; Investor Registry and Rating Agency Q&A Forum	173
5.	THE CERTIFICATES		176
	5.1	The Certificates.	176
	5.2	Form and Registration	177
	5.3	Registration of Transfer and Exchange of Certificates	180
	5.4	Mutilated, Destroyed, Lost or Stolen Certificates	188
	5.5	Persons Deemed Owners	188
	5.6	Access to List of Certificateholders’ Names and Addresses; Special Notices.	189
	5.7	Maintenance of Office or Agency	189

6.	THE DEPOSITOR, THE SERVICER, THE SPECIAL SERVICER AND THE OPERATING ADVISOR		190
	6.1	Respective Liabilities of the Depositor, the Servicer, the Special Servicer and the Operating Advisor.	190
	6.2	Merger or Consolidation of the Servicer or the Special Servicer	190
	6.3	Limitation on Liability of the Depositor, the Servicer, the Special Servicer, the Operating Advisor and Others	190
	6.4	Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer	192
	6.5	Policies and Procedures	194
	6.6	Indemnification by the Servicer, the Special Servicer, the Operating Advisor and the Depositor	195
7.	SERVICER TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE; TRUSTEE AS MAKER OF ADVANCES		196
	7.1	Servicer Termination Events; Special Servicer Termination Events	196
	7.2	Trustee to Act; Appointment of Successor	203
	7.3	Notification to Certificateholders, the Depositor and the Rating Agencies.	205
	7.4	Other Remedies of Trustee	206
	7.5	Waiver of Past Servicer Termination Events and Special Servicer Termination Events	206
	7.6	Trustee as Maker of Advances	206
8.	THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR		207
	8.1	Duties of the Trustee and the Certificate Administrator	207
	8.2	Certain Matters Affecting the Trustee and the Certificate Administrator	209
	8.3	Neither the Trustee nor the Certificate Administrator is Liable for Certificates or the Mortgage Loan	212
	8.4	Trustee and Certificate Administrator May Own Certificates	214
	8.5	Trustee’s and Certificate Administrator’s Fees and Expenses	214
	8.6	Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance	215
	8.7	Resignation and Removal of the Trustee or the Certificate Administrator	216
	8.8	Successor Trustee or Successor Certificate Administrator	217
	8.9	Merger or Consolidation of the Trustee or the Certificate Administrator	218
	8.10	Appointment of Co-Trustee or Separate Trustee	218
	8.11	Appointment of Authenticating Agent	220
	8.12	Trustee and Certificate Administrator Indemnification; Third-Party Claims	221

	8.13	Certificate Administrator and Servicer Not Responsible for Inconsistent Payment Information	222
	8.14	Access to Certain Information	223
	8.15	Appointment of Custodian	231
9.	CERTAIN MATTERS RELATING TO THE CONTROLLING CLASS REPRESENTATIVE AND THE OPERATING ADVISOR		232
	9.1	Selection and Removal of the Controlling Class Representative.	232
	9.2	Limitation on Liability of Controlling Class Representative; Acknowledgements of the Certificateholders.	234
	9.3	Consent to Various Actions; Rights and Powers of the Controlling Class Representative; Consultation Rights of the Consulting Parties	235
	9.4	Controlling Class Representative and Operating Advisor Contact with Servicer and Special Servicer	238
	9.5	Appointment and Duties of the Operating Advisor	238
	9.6	Merger or Consolidation of the Operating Advisor	243
	9.7	Resignation of Operating Advisor	244
	9.8	Termination of the Operating Advisor.	244
10.	TERMINATION		247
	10.1	Termination	247
	10.2	Additional Termination Requirements	248
	10.3	Trusts Irrevocable	248
11.	MISCELLANEOUS PROVISIONS		248
	11.1	Amendment	249
	11.2	Recordation of Agreement; Counterparts	252
	11.3	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.	252
	11.4	Notices.	253
	11.5	Notices to the Rating Agencies and Payment of Surveillance Fees.	261
	11.6	Severability of Provisions	263
	11.7	Limitation on Rights of Certificateholders	263
	11.8	Certificates Nonassessable and Fully Paid	263
	11.9	Reproduction of Documents	264
	11.10	No Partnership	264
	11.11	Actions of Certificateholders	264
	11.12	Successors and Assigns	264
	11.13	Acceptance by Authenticating Agent, Certificate Registrar	265
	11.14	Xxxxxx Act	265
	11.15	Assumption by Trust of Duties and Obligations of the Lender Under the Mortgage Loan Documents	265
	11.16	Treatment as a Security Agreement	266

	11.17	Cooperation With the Loan Seller With Respect to Rights Under the Mortgage Loan Agreement	266
	11.18	Electronic Signatures.	266
12.	REMIC ADMINISTRATION		267
	12.1	REMIC Administration	267
	12.2	Foreclosed Property	270
	12.3	Prohibited Transactions and Activities	272
	12.4	Indemnification with Respect to Certain Taxes and Loss of REMIC Status	272
13.	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE		273
	13.1	Intent of the Parties; Reasonableness	273
	13.2	Succession; Sub-Servicers; Subcontractors	274
	13.3	Other Securitization Trust’s Filing Obligations	276
	13.4	Form 10-D Disclosure	276
	13.5	Form 10-K Disclosure	276
	13.6	Form 8-K Disclosure	277
	13.7	Annual Compliance Statements	278
	13.8	Annual Reports on Assessment of Compliance with Servicing Criteria	279
	13.9	Annual Independent Public Accountants’ Servicing Report	281
	13.10	Significant Obligor	282
	13.11	Xxxxxxxx-Xxxxx Backup Certification	283
	13.12	Indemnification	283
	13.13	Amendments	286
	13.14	Termination of the Certificate Administrator	286
	13.15	[Reserved].	286
	13.16	Termination of Sub-Servicing Agreements	286
	13.17	Notification Requirements and Deliveries in Connection With Securitization of a Companion Loan.	286

EXHIBITS

Exhibit A-1	Form of Class A Certificates
Exhibit A-2	Form of Class X Certificates
Exhibit A-3	Form of Class B Certificates
Exhibit A-4	Form of Class C Certificates
Exhibit A-5	Form of Class D Certificates
Exhibit A-6	Form of Class HRR Certificates
Exhibit A-7	Form of Class R Certificate
Exhibit B	Form of Request for Release
Exhibit C	Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate
Exhibit D	Form of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate

Exhibit E	Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period
Exhibit F	Form of Certification to be given by Beneficial Owner of Temporary Regulation S Global Certificate
Exhibit G-1	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Global Certificate
Exhibit G-2	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Global Certificate
Exhibit G-3	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Global Certificate
Exhibit H-1	Form of Transferor Certification for Transfers of Definitive Certificates
Exhibit H-2	Form of Investment Representation Letter for Transfers of Definitive Certificates
Exhibit H-3	[Reserved]
Exhibit H-4	[Reserved]
Exhibit H-5	Form of Transferee Certificate for Transfer of Class HRR Certificates
Exhibit H-6	Form of Transferor Certificate for Transfer of Class HRR Certificates
Exhibit I-1	Form of Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as amended
Exhibit I-2	Form of Transferor Letter for Transfer of Class R Certificates
Exhibit J	Form of ERISA Representation Letter
Exhibit K-1	Form of Investor Certification - Access to Information
Exhibit K-2	Form of Investor Certification - Access Solely to Distribution Date Statements
Exhibit K-3	Form of Investor Certification – Voting and Other Rights
Exhibit L	Applicable Servicing Criteria
Exhibit M	Form of NRSRO Certification
Exhibit N	Form of Online Market Data Provider Certification
Exhibit O	Form of Operating Advisor Annual Report
Exhibit P	Form of Distribution Date Statement
Exhibit Q	Form of Recommendation of Special Servicer Termination
Exhibit R	Form of Certificate Administrator Receipt in Respect of the Credit Risk Retention Certificates
Exhibit S	[Reserved]
Exhibit T	[Reserved]
Exhibit U	Loan Seller Sub-Servicers
Exhibit V	Additional Form 10-D Disclosures
Exhibit W	Additional Form 10-K Disclosures
Exhibit X	Form of Additional Disclosure Notification
Exhibit Y	Form of 8-K Disclosure
Exhibit Z-1	Form of Certification to be Provided by the Certificate Administrator
Exhibit Z-2	Form of Certification to be Provided by the Servicer
Exhibit Z-3	Form of Certification to be Provided by the Special Servicer
Exhibit Z-4	Form of Certification to be Provided to Depositor by the Custodian
Exhibit Z-5	Form of Certification to be Provided to Depositor by the Trustee
Exhibit Z-6	Form of Certification to be Provided to Depositor by the Operating Advisor
Exhibit Z-7	Form of Certification to be Provided to Depositor by a Sub-Servicer

This Trust and Servicing Agreement (“Agreement”), is dated as of March 6, 2022, among Citigroup Commercial Mortgage Securities Inc., as Depositor, Berkadia Commercial Mortgage LLC, as Servicer, Situs Holdings, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, Computershare Trust Company, National Association, as Certificate Administrator, and Park Bridge Lender Services LLC, as Operating Advisor.

INTRODUCTORY STATEMENT

Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof.

Reference is made to that certain fixed rate loan in the original principal amount of $445,000,000 (the “Mortgage Loan”), that as of the Closing Date is evidenced by the following promissory notes:

(1) that certain Amended and Restated Promissory Note A-1-A, dated March 6, 2022 in the original principal amount of $78,629,309.93 made by the Borrowers (as defined below) in favor of Citi Real Estate Funding Inc. (“CREFI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-1-A”);

(2) that certain Amended and Restated Promissory Note A-1-B, dated March 6, 2022 in the original principal amount of $58,713,332.75 made by the Borrowers in favor of UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-1-B”);

(3) that certain Amended and Restated Promissory Note A-1-C, dated March 6, 2022 in the original principal amount of $12,932,452.44 made by the Borrowers in favor of Bank of America, National Association, (“BANA”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-1-C”);

(4) that certain Amended and Restated Promissory Note A-1-D, dated March 6, 2022 in the original principal amount of $12,932,452.44 made by the Borrowers in favor of Bank of Montreal, (“BMO”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-1-D”);

(5) that certain Amended and Restated Promissory Note A-1-E, dated March 6, 2022 in the original principal amount of $12,932,452.44 made by the Borrower (as defined below) in favor of Xxxxxx Xxxxxxx Bank N.A. (“MSBNA”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-1-E”);

(6) that certain Promissory Note A-2-A-1, dated February 25, 2022 in the original principal amount of $36,828,193.88 made by the Borrowers in favor of CREFI (such promissory

note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-2-A-1”);

(7) that certain Promissory Note A-2-A-2, dated February 25, 2022 in the original principal amount of $36,828,193.88 made by the Borrowers in favor of CREFI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-2-A-2”);

(8) that certain Amended and Restated Promissory Note A-2-B-1, dated March 14, 2022 in the original principal amount of $15,000,000 made by the Borrowers in favor of UBS AG (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-2-B-1”);

(9) that certain Amended and Restated Promissory Note A-2-B-2, dated March 14, 2022 in the original principal amount of $21,666,666.30 made by the Borrowers in favor of UBS AG (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-2-B-2”);

(10) that certain Promissory Note A-2-B-3, dated February 25, 2022 in the original principal amount of $18,333,333.15 made by the Borrowers in favor of UBS AG (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-2-B-3”);

(11) that certain Promissory Note A-2-C, dated February 25, 2022 in the original principal amount of $12,114,537.60 made by the Borrowers in favor of BANA (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-2-C”);

(12) that certain Promissory Note A-2-D, dated February 25, 2022 in the original principal amount of $12,114,537.60 made by the Borrowers in favor of BMO (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-2-D”);

(13) that certain Promissory Note A-2-E, dated February 25, 2022 in the original principal amount of $12,114,537.60 made by the Borrower (as defined below) in favor of MSBNA (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-2-E”);

(14) that certain Amended and Restated Promissory Note B-1, dated March 6, 2022 in the original principal amount of $46,363,348.07 made by the Borrowers in favor of CREFI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-1”);

(15) that certain Amended and Restated Promissory Note B-2, dated March 6, 2022 in the original principal amount of $34,619,999.65 made by the Borrowers in favor of UBS AG (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-2”);

(16) that certain Amended and Restated Promissory Note B-3, dated March 6, 2022 in the original principal amount of $7,625,550.76 made by the Borrowers in favor of BANA (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-3”);

(17) that certain Amended and Restated Promissory Note B-4, dated March 6, 2022 in the original principal amount of $7,625,550.76 made by the Borrowers in favor of BMO (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-4”); and

(18) that certain Amended and Restated Promissory Note B-5, dated March 6, 2022 in the original principal amount of $7,625,550.76 made by the Borrower (as defined below) in favor of MSBNA (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-5”).

Note A-1-A, Note A-1-B, Note A-1-C, Note A-1-D, Note A-1-E, Note A-2-A, Note A-2-B, Note A-2-C, Note A-2-D, Note A-2-E, Note B-1, Note B-2, Note B-3, Note B-4 and Note B-5 (including in each such case any New Notes (as defined in the Co-Lender Agreement referred to below) or other amended and restated or additional promissory notes issued in replacement thereof) are collectively referred to herein as the “Notes”, and each as a “Note”. The Mortgage Loan was originated by CREFI, UBS AG, BANA, BMO (acting through its Chicago branch) and MSBNA pursuant to that certain Loan Agreement, dated as of February 25, 2022 (such loan agreement, as the same may hereafter be amended, restated, supplemented or otherwise modified, the “Mortgage Loan Agreement”), by and between CREFI, UBS AG, BANA, BMO and MSBNA as lender, and the entities listed on Exhibit A to the Mortgage Loan Agreement, as borrowers (collectively, with each other and their respective successors and assigns in such capacity under the Mortgage Loan Agreement and the other Mortgage Loan Documents, the “Borrowers”; and, each a “Borrower”).

Note A-1-A, Note A-1-B, Note A-1-C, Note A-1-D and Note A-1-E are collectively referred to herein as the “Senior Trust Notes”. Note B-1, Note B-2, Note B-3, Note B-4 and Note B-5 are collectively referred to herein as the “Junior Trust Notes”. Each of the Senior Trust Notes and the Junior Trust Notes is referred to herein as a “Trust Note” or a “Trust Loan Note” and are collectively referred to herein as the “Trust Notes” or the “Trust Loan Notes”. The portion of the Mortgage Loan evidenced by the Trust Notes is referred to herein as the “Trust Loan”. Note A-2-A, Note A-2-B, Note A-2-C, Note A-2-D and Note A-2-E are each referred to herein as a “Companion Loan Note” and are collectively referred to herein as the “Companion Loan Notes”. The portion of the Mortgage Loan evidenced by each Companion Loan Note is referred to herein as a “Companion Loan” and are collectively referred to herein as the “Companion Loans”. The Senior Trust Notes and the Companion Loan Notes are collectively referred to herein as the “Senior Notes” and each as a “Senior Note”. As of the Cut-off Date, the aggregate outstanding principal balance of the Trust Loan is $280,000,000, the aggregate outstanding principal balance of the Companion Loans is $165,000,000, and the aggregate outstanding principal amount of the Mortgage Loan is $445,000,000.

On or prior to the Closing Date, MSBNA directly or indirectly transferred its interests in the portion of the Trust Loan evidenced by Note A-1-5 and Note B-5 to Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”).

The Trust Loan was sold and assigned by CREFI, UGS AG, BANA, BMO and MSMCH to the Depositor pursuant to: (i) in the case of the portion of the Trust Loan evidenced by Note A-1-A and Note B-1, that certain Trust Loan Purchase Agreement, dated as of March 6, 2022 (the “CREFI Trust Loan Purchase Agreement”), by and between CREFI and the Depositor; (ii) in the case of the portion of the Trust Loan evidenced by Note A-1-B and Note B-2, that certain Trust Loan Purchase Agreement, dated as of March 6, 2022 (the “UBS AG Trust Loan Purchase Agreement”), by and between UBS AG and the Depositor; (iii) in the case of the portion of the Trust Loan evidenced by Note A-1-C and Note B-3, that certain Trust Loan Purchase Agreement, dated as of March 6, 2022 (the “BANA Trust Loan Purchase Agreement”), by and between BANA and the Depositor; (iv) in the case of the portion of the Trust Loan evidenced by Note A-1-D and Note B-4, that certain Trust Loan Purchase Agreement, dated as of March 6, 2022 (the “BMO Trust Loan Purchase Agreement”), by and between BMO and the Depositor; (v) in the case of the portion of the Trust Loan evidenced by Note A-1-E and Note B-5, that certain Trust Loan Purchase Agreement, dated as of March 6, 2022 (the “MSMCH Trust Loan Purchase Agreement”), by and between MSMCH and the Depositor. The CREFI Trust Loan Purchase Agreement, UBS AG Trust Loan Purchase Agreement, BMO Trust Loan Purchase Agreement and the MSMCH Trust Loan Purchase Agreement are each referred to herein as a “Trust Loan Purchase Agreement” and, collectively, as the “Trust Loan Purchase Agreements”.

The respective rights and obligations of the holders of the Notes are governed by the terms and provisions of that certain Agreement Between Noteholders, dated as of March 6, 2022 (as the same may hereafter be amended, restated, supplemented or otherwise modified, the “Co-Lender Agreement”), by and between CREFI, as initial holder of Note X-0-X, Xxxx X-0-X-0, Xxxx X-0-X-0 and Note B-1, UBS AG, as initial holder of Note X-0-X, Xxxx X-0-X-0, Xxxx X-0-X-0, Note A-2-B-3 and Note B-2, BANA, as initial holder of Note A-1-C, Note A-2-C and Note B-3, BMO, as initial holder of Note A-1-D, Note A-2-D and Note B-4, and MSBNA, as initial holder of Note A-1-E, Note A-2-E and Note B-5.

The Depositor has, in turn, transferred the Trust Loan to the Trust pursuant to this Agreement. In exchange for the Trust Loan, the Trust shall issue to or at the direction of the Depositor the Class A, Class X, Class B, Class C, Class D, Class HRR and Class R Certificates, which in the aggregate will evidence the entire beneficial interest in the Trust Fund.

As provided for herein, the Certificate Administrator shall elect or shall cause elections to be made to treat designated portions of the Trust Fund for federal income tax purposes as two separate real estate mortgage investment conduits (the “Upper-Tier REMIC” and the “Lower-Tier REMIC”, respectively, and each, a “REMIC”). The Class A, Class X, Class B, Class C, Class D and Class HRR Certificates represent “regular interests” in the Upper-Tier REMIC. The Class LA, Class LB, Class LC, Class LD and Class LHRR Uncertificated Interests represent “regular interests” in the Lower-Tier REMIC. The Class R Certificates will evidence the sole class of “residual interests” in each of the Upper-Tier REMIC and Lower-Tier REMIC for purposes of the REMIC Provisions under federal income tax law.

The Trust Fund consists principally of the Trust Notes and, insofar as they evidence, secure, guarantee or otherwise relate to the Trust Loan, the Mortgage and the related Mortgage Loan Documents.

The Depositor intends to sell the Certificates to the Initial Purchasers in an offering exempt from the registration requirements of the federal securities laws.

UPPER-TIER REMIC

The Class A, Class X, Class B, Class C, Class D and Class HRR Certificates shall evidence “regular interests” in the Upper-Tier REMIC created hereunder. The Class UT-R Interest will constitute the sole class of “residual interests” in the Upper-Tier REMIC created hereunder, and will be evidenced by the Class R Certificates. The following table sets forth the class designation, the approximate initial Pass-Through Rate and the initial Certificate Balance (the “Initial Certificate Balance”) or Notional Amount (the “Initial Notional Amount”), as applicable, for each Class of Regular Certificates and the Class UT-R Interest, which comprise the interests in the Upper-Tier REMIC created hereunder:

Class Designation	Approximate Initial Pass-Through Rate⁽¹⁾	Initial Certificate Balance or Initial Notional Amount
Class A	3.38450%⁽²⁾	$148,270,000
Class x	0.52693%⁽³⁾	$176,140,000⁽⁴⁾
Class B	3.63622%⁽²⁾	$27,870,000
Class C	3.95126%⁽⁵⁾	$43,500,000
Class D	3.95126%⁽⁵⁾	$43,860,000
Class HRR	3.95126%⁽⁵⁾	$16,500,000
Class UT-R⁽⁶⁾	N/A⁽⁶⁾	N/A⁽⁶⁾

⁽¹⁾

Interest will accrue with respect to all of the Regular Certificates on the basis of a 360-day year consisting of twelve 30-day months (a “30/360 Basis”).

⁽²⁾

For any Distribution Date, the Pass-Through Rate of each Class of the Class A and Class B Certificates will be fixed at the related rate per annum set forth in the table above under the heading “Approximate Initial Pass-Through Rate”.

⁽³⁾

Represents the initial Class X Pass-Through Rate. For any Distribution Date, the Pass-Through Rate of the Class X Certificates (the “Class X Pass-Through Rate”) will be a per annum rate equal to the weighted average of the Class X Strip Rates for the Class LA and Class LB Uncertificated Interests (weighted on the basis of their respective Lower-Tier Principal Amounts, in each case, immediately prior to such Distribution Date).

⁽⁴⁾

The Class X Certificates will not have a Certificate Balance and will not be entitled to receive distributions of principal. The Notional Amount of the Class X Certificates will be equal to the aggregate of the Lower-Tier Principal Amounts of the Class LA and Class LB Uncertificated Interests from time to time.

⁽⁵⁾

Represents the initial related Pass-Through Rate. For any Distribution Date, the Pass-Through Rate on each Class of the Class C, Class D and Class HRR Certificates will be a per annum rate equal to the Adjusted Net Component Rate with respect to the Related Trust Loan Component for such Distribution Date.

⁽⁶⁾

The Class UT-R 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 Yield Maintenance Premiums. Any Available Funds remaining in the Upper-Tier Distribution Account on any Distribution Date, after all required distributions under this Agreement have been made to each other Class of Certificates and the Class LT-R Interest, will be distributed to the Holders of the Class R Certificates in respect of the Class UT-R Interest.

LOWER-TIER REMIC

The Class LA, Class LB, Class LC, Class LD and Class LHRR Uncertificated Interests will evidence “regular interests” in the Lower-Tier REMIC created hereunder. The Class LT-R Interest will constitute the sole class of “residual interests” in the Lower-Tier REMIC created hereunder and will be evidenced by the Class R Certificates. The following table sets forth the class designations, initial Lower-Tier Principal Amounts and Pass-Through Rates for the Uncertificated Lower-Tier Interests and the Class LT-R Interest comprising the interests in the Lower-Tier REMIC created hereunder:

Class Designation	Pass-Through Rate	Original Lower-Tier Principal Amount
Class LA	⁽¹⁾	$148,270,000
Class LB	⁽¹⁾	$27,870,000
Class LC	⁽¹⁾	$43,500,000
Class LD	⁽¹⁾	$43,860,000
Class LHRR	⁽¹⁾	$16,500,000
Class LT-R⁽²⁾	N/A⁽²⁾	N/A⁽²⁾

⁽¹⁾

For any Distribution Date, the Pass-Through Rate of each of the Class LA, Class LB, Class LC, Class LD and Class LHRR Uncertificated Interests will be a per annum rate equal to the Adjusted Net Component Rate with respect to the Related Trust Loan Component for such Distribution Date.

⁽²⁾

The Class LT-R 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 Yield Maintenance Premiums. Any Available Funds constituting assets remaining in the Lower-Tier Distribution Account on any Distribution Date, after distributing the Lower-Tier Distribution Amount, will be distributed to the Holders of the Class R Certificates in respect of the Class LT-R Interest (but only to the extent of the Available Funds for such Distribution Date, if any, remaining in the Lower-Tier Distribution Account).

CREDIT RISK RETENTION

An economic interest in the credit risk of the Trust Loan is expected to be retained pursuant to the U.S. Credit Risk Retention Rules as an “eligible horizontal residual interest” (as defined in the U.S. Credit Risk Retention Rules) in the form of the Class HRR Certificates. CREFI will act as “retaining sponsor” under, and as defined in, the U.S. Credit Risk Retention Rules and is expected to satisfy its risk retention requirements through the purchase and retention of the Class HRR Certificates by a “third party purchaser” under, and as defined in, the U.S. Credit Risk Retention Rules.

Consistent with the foregoing, the Third Party Purchaser is purchasing from the Initial Purchasers on the Closing Date for cash the Class HRR Certificates in the Initial Certificate

Balance of $16,500,000. The Class HRR Certificates that the Third Party Purchaser is purchasing are collectively referred to in this Agreement as the “HRR Interest”.

All covenants and agreements made by the Depositor herein are for the benefit and security of the Certificateholders and the Trustee as holder of the Uncertificated Lower-Tier Interests. The Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

W I T N E S S E T H T H A T:

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

1. DEFINITIONS

1.1 Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings and such meanings shall be equally applicable to the singular and plural forms of such terms, as the context may require.

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

“17g-5 Information Provider’s Website”: The internet website of the 17g-5 Information Provider that shall initially be located within the Certificate Administrator’s Website (xxx.xxxxxxx.xxx), under the “NRSRO” tab on the page relating to this transaction. Such website shall provide means of navigation for each Rating Agency and other NRSRO to the portion of the Certificate Administrator’s Website available to each applicable type of Privileged Person.

“30/360 Basis”: As defined in the Preliminary Statement.

“AB Modified Loan”: The Trust Loan (1) if it became a Corrected Mortgage Loan 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 the original unmodified Mortgage Loan and (2) as to which an Appraisal Reduction Amount is not in effect.

“Acceptable Insurance Default”: Any default arising when the Mortgage Loan Documents require that the Borrowers shall maintain all risk casualty insurance or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer has determined, in its reasonable judgment in accordance with Accepted Servicing Practices, that (i) such insurance is not available at commercially reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties located in or near the geographic region in which the subject Property is located (but only by reference to such insurance that has been obtained by such owners at current market rates) or (ii) such insurance is not available at any rate. In making this determination, the Special Servicer, to the extent consistent with

Accepted Servicing Practices, may rely on the opinion of an insurance consultant, which shall be a Trust Fund Expense.

“Accepted Servicing Practices”: As defined in Section 3.1.

“Acquisition Date”: The date upon which, under the Code (and in particular the REMIC Provisions and Section 856(e) of the Code), the Trust is deemed to have acquired one or more of the Properties.

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

“Actual/360 Basis”: The accrual of interest on the basis of the actual number of days elapsed in the related Interest Accrual Period in a year assumed to consist of 360 days.

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

“Additional Form 10-D Disclosure”: The information described in the Form 10-D items set forth under the “Item on Form 10-D” column on Exhibit V hereto.

“Additional Form 10-K Disclosure”: The information described in the Form 10-K items set forth under the “Item on Form 10-K” column on Exhibit W hereto.

“Additional Servicer”: Each Person other than the Servicer, the Special Servicer and the Certificate Administrator, who Services the Mortgage Loan as of any date of determination.

“Additional Servicing Compensation”: Default Interest and late payment fees (to the extent remaining after application pursuant to Section 3.17(b)), assumption fees, assumption application fees, release fees, Modification Fees, Consent Fees, defeasance fees, loan service transaction fees, insufficient fund fees and similar fees and expenses to which the Servicer and the Special Servicer are entitled (to the extent not otherwise prohibited by and specifically allocated to such amounts) in accordance with the terms of the Mortgage Loan Documents or pursuant to this Agreement and any income earned (net of losses (subject to Section 3.8(b)) on the investment of funds deposited in the Collection Account, any Foreclosed Property Account, the Loss of Value Reserve Fund and, to the extent interest is not payable to the Borrowers, the Cash Management Account and any Reserve Account pursuant to Section 3.8.

“Adjusted Net Component Rate”: With respect to each Trust Loan Component (even if the Properties become Foreclosed Properties), for any Distribution Date, the annualized rate at which interest would have to accrue in respect of such Trust Loan Component on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest that actually (or, in the absence of any prepayment, would have) accrued (exclusive of Default Interest) in respect of such Trust Loan Component at a per annum rate equal to the Net Component Rate for such Trust Loan Component during the Mortgage Loan Interest Accrual Period that ends in the calendar month in which such Distribution Date occurs; provided, that: (i)

the Adjusted Net Component Rate for the Distribution Dates in January and February in any year which is not a leap year and in February in any year which is a leap year (unless, in any such case, such Distribution Date is the final Distribution Date) will be determined based on the “aggregate amount of interest that actually (or, in the absence of any prepayment, would have) accrued”, as referred to above in this sentence, being net of the related Withheld Amounts transferred to the Interest Reserve Account; (ii) the Adjusted Net Component Rate for the Distribution Date in March (or, if it is the final Distribution Date, the Distribution Date in February) of any year will be determined based on the “aggregate amount of interest that actually (or, in the absence of any prepayment, would have) accrued”, as referred to above in this sentence, including any such Withheld Amounts that are part of the related Available Funds; and (iii) in all cases, the Adjusted Net Component Rate will be determined without regard to (x) any modification, waiver or amendment of the terms of the Trust Loan, whether agreed to by the Servicer or the Special Servicer in connection with a workout or proposed workout of the Mortgage Loan or otherwise, or resulting from a bankruptcy, insolvency or similar proceeding involving the Borrower or otherwise, (y) any increase in the Interest Rate with respect to the Trust Loan Notes as a result of a Mortgage Loan Event of Default or (z) a Property becoming a Foreclosed Property.

“Administrative Advances”: As defined in Section 3.23(b).

“Administrative Fee Rate”: The sum of the Servicing Fee Rate for the Trust Loan, the Trustee/Certificate Administrator Fee Rate, the Operating Advisor Fee Rate and the CREFC^® Licensing Fee Rate.

“Advance”: Any Administrative Advance, Monthly Interest Payment Advance or Property Protection Advance.

“Advance Interest”: Interest, compounded annually, on the aggregate amount of Advances with respect to the Mortgage Loan and/or the Properties at the Advance Interest Rate.

“Advance Interest Rate”: The greater of (a) the “prime rate” published in the “Money Rates” section of The Wall Street Journal and (b) 2.0% per annum. If The Wall Street Journal ceases to publish the “prime rate”, then the Servicer shall select an equivalent publication that publishes such “prime rate”, and if such “prime rate” is no longer generally published or is limited, regulated or administered by a governmental or quasi-governmental body, then the Servicer is required to reasonably select a comparable interest rate index.

“Adverse REMIC Event”: As defined in Section 12.1(j).

“Affiliate”: With respect to any specified Person, any other Person, directly or indirectly, 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, relation to individuals or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing. The Trustee and/or the Certificate Administrator may obtain and rely upon an Officer’s Certificate of the Servicer, the Special Servicer, the Operating Advisor, the Trustee (in the case of the Certificate Administrator), the Certificate Administrator (in the case of the Trustee), a Borrower Related Party

or the Depositor, as applicable, to determine whether any Person is an Affiliate of the Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator, a Borrower Related Party or the Depositor.

“Affiliated Manager”: Any Property Manager in which the Borrower, any SPE Component Entity, the Borrower Sponsor or the Guarantor controls or has, directly or indirectly, more than twenty percent (20%) of the legal, beneficial or economic interest therein. For the purposes of this definition, “control” when used with respect to any specific 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.

“Agreement”: This Trust and Servicing Agreement (including all exhibits hereto) and all amendments and supplements hereto.

“Allocated Mortgage Loan Amount”: The “Allocated Loan Amount” as defined in the Mortgage Loan Agreement.

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

“Applicable Laws”: As defined in Section 8.2(d).

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

“Applicable Servicing Criteria”: With respect to the Servicer, the Special Servicer or any Servicing Function Participant, the Servicing Criteria applicable to it, as set forth on Exhibit L attached hereto. For clarification purposes, multiple parties can have responsibility for the same Applicable Servicing Criteria and with respect to a Servicing Function Participant engaged by the Servicer or the Special Servicer, the term “Applicable Servicing Criteria” may

refer to a portion of the Applicable Servicing Criteria applicable to the Servicer or the Special Servicer, as the case may be.

“Applied Realized Loss Amount”: All amounts applied to reduce the Certificate Balance of a Class of Principal Balance Certificates or the Lower-Tier Principal Amount of any Uncertificated Lower-Tier Interest, as applicable, in respect of Realized Losses pursuant to Section 4.1(j).

“Appraisal”: With respect to any Property or Foreclosed Property, an appraisal of such Property or Foreclosed Property, as the case may be, conducted by an Independent Appraiser in accordance with Member of the Appraisal Institute standards and certified by such Independent Appraiser as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute with an “MAI” designation and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation, as well as the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended; provided that after an initial “Appraisal” has been obtained pursuant to the terms of this Agreement, an update of such initial Appraisal shall be considered an “Appraisal” hereunder for all purposes if such original Appraisal was performed within the previous 18 months. All Appraisals (and updates thereof) obtained pursuant to the terms of this Agreement shall include a valuation using the “income capitalization – discounted cash flow approach” and set forth the discount rate and terminal capitalization rate utilized by the Independent Appraiser. All calculations under this Agreement requiring that a “value” or “appraised value” be used with respect to a Property or Foreclosed Property shall use the most recently determined appraised value set forth in an Appraisal (or update thereof) unless a different valuation is specifically required (such as the appraised value of a Property at origination). For purposes of determining an Appraisal Reduction Amount, the Appraised Value (as determined by an updated Appraisal) of a Property shall be determined on an “as-is” basis.

“Appraisal-Reduced Class”: As defined in Section 3.7(f).

“Appraisal Reduction Amount”: As of any date of determination, subject to Section 3.7(e) of this Agreement, an amount equal to the excess of (i) the outstanding principal balance of the Mortgage Loan on such date plus the sum of (A) all accrued and unpaid interest on the respective Notes, in each case at the related Interest Rate, (B) all related unreimbursed Administrative Advances and Property Protection Advances and all unpaid interest at the Advance Interest Rate on all Advances in respect of the Mortgage Loan or the Properties, (C) all currently due and unpaid real estate taxes and assessments and Insurance Premiums and all other amounts, including, if applicable, ground rents, due and unpaid in respect of the Properties (which taxes, premiums and other amounts have not been the subject of an Advance) and (D) to the extent not duplicative of amounts in clauses (B) or (C), all unpaid Trust Fund Expenses then due under the Mortgage Loan Agreement, over (ii) the sum of (A) the aggregate, with respect to each and every Property, of either (1) 90% of the related appraised value (as determined by an updated Appraisal that was performed within 9 months prior to the Appraisal Reduction Event if the Special Servicer has no knowledge of any material change in the market or condition or value of the subject Property since the date of such Appraisal, and otherwise was performed since the date of such material change if the Special Servicer has knowledge thereof), or (2) if the events described in clauses (i) through (iii) in the first sentence of Section 3.7(e) occur with respect to the subject

Property, the Assumed Appraised Value of the subject Property, in each case, less the amount of any liens (exclusive of Permitted Encumbrances) on the subject Property senior to the lien of the Mortgage Loan Documents, plus (B) any escrows or reserve amounts with respect to the Mortgage Loan, including for taxes, Insurance Premiums and ground rents.

“Appraisal Reduction Event”: The earliest of (i) 60 days after an uncured payment delinquency (other than a delinquency in respect of the Balloon Payment) occurs in respect of the Mortgage Loan, (ii) 90 days after an uncured delinquency occurs in respect of the Balloon Payment for the Mortgage Loan unless a refinancing or sale of a Property is anticipated within 120 days after the Maturity Date of the Mortgage Loan (as evidenced by a written and binding (a) refinancing commitment, (b) letter of intent or (c) term sheet, in each case, from an acceptable lender, or a signed purchase agreement from an acceptable purchaser, in each case reasonably satisfactory in form and substance to the Special Servicer and any applicable Consenting Party, which provides that such refinancing or sale shall occur within 120 days after the Maturity Date), in which case 120 days after such uncured delinquency, (iii) 60 days after a reduction in Monthly Debt Service Payment Amount or a material adverse economic change with respect to the terms of the Mortgage Loan has become effective, (iv) 60 days after an extension of the Maturity Date of the Mortgage Loan (except for an extension within the time periods described in clause (ii) above), (v) 60 days after a receiver has been appointed in respect of any of the Properties on behalf of the Trust or any other creditor, (vi) immediately after any Borrower Related Party declares, or becomes the subject of, bankruptcy, insolvency or similar proceeding, admits in writing the inability to pay its debts as they come due or makes an assignment for the benefit of creditors unless such action is dismissed within 45 days, or (vii) immediately after any Property becomes a Foreclosed Property.

“Asset Status Report”: As defined in Section 3.10(h).

“Assignment of Management Agreement”: As defined in the Mortgage Loan Agreement.

“Assignment of Mortgage”: An assignment of the applicable Mortgage without recourse, notice of transfer or equivalent instrument, in recordable form, which is sufficient under the laws of the jurisdiction in which the subject Property is located to reflect of record the assignment of the Mortgage to the Trustee on behalf of the Trust; provided, however, the Trustee, the Certificate Administrator, the Servicer and the Special Servicer will not be responsible for determining whether any such assignment is legally sufficient or in recordable form.

“Assumed Appraised Value”: As defined in Section 3.7(e).

“Assumed Monthly Interest Payment”: With respect to the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust Loan), for the Maturity Date in connection with, or for any Assumed Payment Date following, a delinquency in the payment of the Balloon Payment on the Trust Loan, or for any Assumed Payment Date following the foreclosure, in whole or in part, of the Mortgage Loan or the acceptance by the Special Servicer on behalf of the Trust and the Companion Loan Holder(s) of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage Loan or a portion of the Mortgage Loan, the scheduled monthly payment of interest at the applicable Interest Rate that would have been due in respect of

the Trust Loan on its Maturity Date and each subsequent Payment Date (or Assumed Payment Date) (or on each Payment Date (or Assumed Payment Date) after the occurrence of a foreclosure, in whole or in part, of the Mortgage Loan or acceptance by the Special Servicer on behalf of the Trust and the Companion Loan Holder(s) of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage Loan or a portion of the Mortgage Loan) if the Trust Loan had been required to continue to accrue interest at the applicable Interest Rate in accordance with its terms, and without regard to the occurrence of the Maturity Date (or the occurrence of such foreclosure or acceptance of a deed-in-lieu of foreclosure or comparable conversion), in each case as such terms may have been modified, and the Maturity Date may have been extended, in connection with a bankruptcy or similar proceeding involving any Borrower or its Affiliates or a modification, waiver or amendment granted or agreed to by the Servicer or the Special Servicer.

“Assumed Payment Date”: With respect to the Mortgage Loan for any calendar month following a delinquency in the payment of the Balloon Payment or the foreclosure, in whole or in part, of the Mortgage Loan or acceptance on behalf of the Trust and the Companion Loan Holder(s) of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage Loan (or portion thereof), the date that would have been the Payment Date in such calendar month if the Maturity Date or the foreclosure of the Mortgage Loan (or portion thereof) or acceptance on behalf of the Trust and the Companion Loan Holder(s) of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage Loan (or portion thereof) had not occurred.

“Authenticating Agent”: As defined in Section 8.11(a).

“Available Funds”: With respect to each Distribution Date, an amount equal to: (a) the aggregate (without duplication) of (i) all amounts (other than any Yield Maintenance Premiums) received in respect of the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust Loan) during the related Collection Period (including, without limitation, amounts in the form of payments, any Repurchase Price (or Loss of Value Payments by the Loan Sellers in lieu thereof) or any other purchase price of the Trust Loan received by the Trust, any Liquidation Proceeds and, to the extent not otherwise applied to the repair or restoration of the Properties, any Insurance Proceeds and Condemnation Proceeds received by the Trust), (ii) any advance of interest on the Trust Loan for such Distribution Date, (iii) any Compensating Interest Payment made with respect to the Trust Loan for the related Remittance Date, (iv) any amounts transferred to the Collection Account from any other account maintained under this Agreement for distribution on such Distribution Date (provided that the Servicer receives such transfer no later than the close of business on the Business Day prior to the related Remittance Date), (v) with respect to the Distribution Date occurring in March (or, if such Distribution Date is the final Distribution Date, in February) of each calendar year (commencing in 2023), the Withheld Amounts to be transferred from the Interest Reserve Account to the Distribution Account and (vi) any payment of interest received prior to the related Collection Period but intended to cover interest accrued during the Mortgage Loan Interest Accrual Period that corresponds to the Payment Date in the related Collection Period; reduced by (b) the aggregate (without duplication) of (i) the Available Funds Reduction Amount for the related Remittance Date, (ii) with respect to any Distribution Date occurring in January (except in a leap year) or February of each calendar year (commencing in 2023) (unless, in either case, such Distribution Date is the final Distribution Date), the related Withheld Amounts transferred or to be transferred from the Distribution Account to the Interest Reserve Account, (iii) any portion of the amounts

described in clause (a)(i) of this definition that represents escrow payments, reserve funds or amounts received in respect of future accrual periods and (iv) any portion of any Monthly Interest Payment Advance with respect to such Distribution Date to be applied to pay the Trustee/Certificate Administrator Fee (including the portion thereof that is the Trustee Fee), the Operating Advisor Fee and/or the CREFC^® Licensing Fee. Available Funds shall not include any amounts allocable to the Companion Loan(s) under the Co-Lender Agreement.

“Available Funds Reduction Amount”: With respect to any Distribution Date, the aggregate of all amounts withdrawn from the Collection Account pursuant to clauses (i) through (xi) of the first paragraph of Section 3.4(c) of this Agreement with respect to the related Remittance Date.

“Balloon Payment”: The payment of the outstanding principal balance of the Mortgage Loan, the Trust Loan or any Companion Loan, as applicable, together with all unpaid interest, due and payable on the Maturity Date.

“BANA”: As defined in the Introductory Statement.

“BANA Trust Loan Purchase Agreement”: As defined in the Introductory Statement.

“Base Interest Fraction”: With respect to any principal prepayment on the Mortgage Loan as to which a Yield Maintenance Premium is collected and allocated to the Trust Loan and with respect to any Class of Principal Balance Certificates, a fraction (a) whose numerator is the excess, if any, of (i) the Pass-Through Rate on such Class of Certificates, over (ii) the “discount rate” used in calculating the Yield Maintenance Premium with respect to such principal prepayment (the “Discount Rate”) and (b) whose denominator is the excess, if any, of (i) the Interest Rate on the Trust Loan, over (ii) the Discount Rate; provided, however, that (1) under no circumstances will the Base Interest Fraction be greater than one or less than zero, (2) if the Discount Rate is greater than or equal to the Interest Rate on the Trust Loan and is greater than or equal to the Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction will equal zero, and (3) if the Discount Rate is greater than or equal to the Interest Rate on the Trust Loan and is less than the Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction will be one.

“Beneficial Owner”: With respect to a Global Certificate, the Person who is the beneficial owner of such Certificate as reflected on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly as a Depository Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository). Each of the Depositor, the Trustee, the Certificate Administrator, the Special Servicer and the Servicer, as applicable, will have the right to require, as a condition to acknowledging the status of any Person as a Beneficial Owner under this Agreement, that such Person provide an Investor Certification.

“BMO”: As defined in the Introductory Statement hereto.

“BMO Trust Loan Purchase Agreement”: As defined in the Introductory Statement hereto.

“Borrower”: As defined in the Introductory Statement.

“Borrower Party” and “Borrower Parties”: As defined in the Mortgage Loan Agreement.

“Borrower Reimbursable Trust Fund Expenses”: Expenses for which the Borrowers are obligated to reimburse the Trust and/or the Companion Loan Holder(s) pursuant to the Mortgage Loan Agreement (including, without limitation, Sections 6.4, 6.5, 11.4, 11.5, 12.1, 12.4, 17.6 and 17.7 of the Mortgage Loan Agreement).

“Borrower Related Party”: Individually or collectively, as the context may require, any Borrower, any borrower under a related mezzanine loan, any SPE Component Entity, any Affiliated Manager, the Borrower Sponsor and the Guarantor.

“Borrower Restricted Party”: Individually or collectively, as the context may require, (i) any Borrower, any Borrower Sponsor, any borrower under a related mezzanine loan, any guarantor or any property manager, or any of their respective managers, servicers, agents or Affiliates, (ii) a Restricted Holder, (iii) any Person controlling or controlled by or under common control with any Borrower, any Borrower Sponsor, any borrower under a related mezzanine loan, any guarantor or any property manager, or a Restricted Holder, as applicable, or (iv) any shareholder, partner, member or non-member manager, or any direct or indirect legal or beneficial owner of any interest in any Borrower, any Borrower Sponsor, any borrower under a related mezzanine loan, any guarantor, any property manager or a Restricted Holder (other than any shareholder, partner, member or owner owning less than a 10% non-controlling direct or indirect legal or beneficial interest in any of the foregoing). For the purposes of this definition, “control” when used with respect to any specific Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Borrower Sponsor”: The “Sponsor” as defined in the Mortgage Loan Agreement.

“Business Day”: Any day other than (a) a Saturday or a Sunday or (b) any other day on which (1) federally insured depository institutions in the State of New York, (2) the place of business of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, or the financial institution that maintains the Collection Account, the Foreclosed Property Account or any Reserve Account for the Mortgage Loan, or (3) the New York Stock Exchange or the Federal Reserve Bank of New York, in each case are authorized or obligated by law, governmental decree or executive order to be closed.

“Cash Management Account”: As defined in the Mortgage Loan Agreement.

“Cash Management Agreement”: As defined in the Mortgage Loan Agreement.

“CCR Consultation Period”: Any period when both: (i) a CCR Control Termination Event has occurred and is continuing; and (ii) a CCR Consultation Termination Event has not yet occurred or has occurred but is no longer continuing.

“CCR Consultation Termination Event”: The event that occurs when (i) the Class HRR Certificates no longer have a Certificate Balance (without regard to the application of any Cumulative Appraisal Reduction Amounts then allocable to such Class of Certificates to notionally reduce the Certificate Balance of such Class of Certificates) that is equal to or greater than 25% of the Initial Certificate Balance of such Class of Certificates, or (ii) the Controlling Class Representative or the Majority Controlling Class Certificateholders are Borrower Restricted Parties.

“CCR Consultation Termination Period”: Any period when a CCR Consultation Termination Event has occurred and is continuing.

“CCR Control Period”: Any period during which a CCR Control Termination Event (i) has not yet occurred or (ii) has occurred but is no longer continuing.

“CCR Control Termination Event”: The event that occurs when (i) the Class HRR Certificates no longer have a Certificate Balance (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class of Certificates) that is equal to or greater than 25% of the Initial Certificate Balance of such Class of Certificates, or (ii) the Controlling Class Representative or the Majority Controlling Class Certificateholders are Borrower Restricted Parties.

“CERCLA”: The Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601 et seq., as amended.

“Certificate”: Any ILPT Commercial Mortgage Trust 2022-LPFX, Commercial Mortgage Pass-Through Certificates, Series 2022-LPFX, Class A, Class X, Class B, Class C, Class D, Class HRR or Class R Certificate issued, authenticated and delivered hereunder.

“Certificate Administrator”: Computershare Trust Company, National Association, in its capacity as certificate administrator, or if any successor Certificate Administrator is appointed as herein provided, such Certificate Administrator.

“Certificate Administrator’s Website”: The internet website of the Certificate Administrator, initially located at xxx.xxxxxxx.xxx.

“Certificate Balance”: With respect to any Class of Principal Balance Certificates at any date of determination, an amount equal to (1) the Initial Certificate Balance of such Class, less (2) the sum of (a) all amounts distributed to Holders of Certificates of such Class on all previous Distribution Dates and treated under this Agreement as allocable to principal, and (b) the aggregate amount of Realized Losses allocated to such Class of Certificates, if any, on all prior Distribution Dates pursuant to Section 4.1(j). With respect to any individual Principal Balance Certificate, the product of (x) the Percentage Interest represented by such Certificate multiplied by (y) the Certificate Balance of the related Class of Certificates to which such Certificate belongs.

“Certificate Interest Accrual Period”: With respect to any Class of Regular Certificates and any Uncertificated Lower-Tier Interest for any Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs.

“Certificate Register” and “Certificate Registrar”: The register maintained and the registrar appointed pursuant to Section 5.3 of this Agreement.

“Certificateholder” or “Holder”: With respect to any Certificate, the person in whose name a Certificate is registered in the Certificate Register (including, solely for the purposes of providing, distributing or otherwise making available any reports, statements or other information pursuant to this Agreement, Beneficial Owners of Certificates or prospective transferees of Certificates to the extent the Person providing, distributing or making such information available has received an appropriate Investor Certification from such beneficial owner or prospective transferee), provided, however, that (a) solely for the purpose of giving any consent, approval or waiver or taking any action pursuant to this Agreement (including voting on an amendment to this Agreement) that specifically relates to the rights, duties, compensation or termination of, and/or any other matter specifically involving, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or any Person known to a Responsible Officer of the Certificate Registrar to be an Affiliate of any such party, any Certificate registered in the name of or beneficially owned by such party or any Affiliate thereof shall be deemed not to be outstanding and the Voting Rights to which it is entitled will not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval or waiver or take any such action has been obtained, and (b) solely for the purpose of giving any consent or taking any action pursuant to this Agreement, any Certificate beneficially owned by a Borrower Restricted Party shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent or take any such action has been obtained. Notwithstanding the foregoing, a Holder or Beneficial Owner of Certificates in the Controlling Class or the Controlling Class Representative will not be subject to the restrictions contained above in this definition of Certificateholder when exercising, and will not be prohibited from exercising, any appointment rights, consent rights, consultation rights, Voting Rights or any other rights it may have, solely in its capacity as a Holder or Beneficial Owner of specifically Certificates in the Controlling Class (as opposed to a holder or beneficial owner of Certificates in general) or as Controlling Class Representative, under this Agreement, unless such Holder or Beneficial Owner of Certificates in the Controlling Class or the Controlling Class Representative is also either (x) a Borrower Restricted Party or a sub-servicer thereof, or (y) the Servicer, the Trustee or the Certificate Administrator or any person known to a Responsible Officer of the Certificate Registrar to be an Affiliate of any such party.

“Certificateholder Quorum”: A quorum that: (a) for purposes of Section 7.1(d) of this Agreement, consists of the Holders of Principal Balance Certificates evidencing at least 50% of the Voting Rights of the Principal Balance Certificates, on an aggregate basis; and (b) for purposes of Section 7.1(e) of this Agreement, consists of the Holders or Beneficial Owners of Certificates evidencing at least 20% of the outstanding principal balance of all Certificates on an aggregate basis, with such quorum including at least three (3) Holders and/or, where Global Certificates are involved, underlying Beneficial Owners that are not Risk Retention Affiliated with each other.

“Class”: With respect to the Certificates, all of the Certificates bearing the same alphabetical class designation, and each Uncertificated Lower-Tier Interest.

“Class A Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-1 hereto and designated as a Class A Certificate.

“Class B Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-3 hereto and designated as a Class B Certificate.

“Class C Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-4 hereto and designated as a Class C Certificate.

“Class D Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-5 hereto and designated as a Class D Certificate.

“Class HRR Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-7 hereto and designated as a Class HRR Certificate. The Class HRR Certificates collectively constitute the HRR Interest.

“Class Interest Shortfall”: With respect to any Class of Regular Certificates or any Uncertificated Lower-Tier Interest for any Distribution Date, the amount, if any, by which the Interest Distribution Amount for such Class of Certificates or such Uncertificated Lower-Tier Interest, as the case may be, and such Distribution Date exceeds the portion of such amount actually distributed to such Class of Certificates or deemed distributed to such Uncertificated Lower-Tier Interest, as the case may be, in respect of interest on such Distribution Date.

“Class LA Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is designated as Class LA, 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 Introductory Statement.

“Class LB Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is designated as Class LB, 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 Introductory Statement.

“Class LC Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is designated as Class LC, 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 Introductory Statement.

“Class LD Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is designated as Class LD, 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 Introductory Statement.

“Class LHRR Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is designated as Class LHRR, 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 Introductory Statement.

“Class LT-R Interest”: The residual interest in the Lower-Tier REMIC. The Class LT-R Interest has no Pass-Through Rate or Lower-Tier Principal Amount or notional amount. The Class LT-R Interest will be represented by the Class R Certificates.

“Class Principal Shortfall”: For any Distribution Date and any Class of Principal Balance Certificates, the amount, if any, by which (i) the Principal Distribution Amount for such Class and such Distribution Date, exceeds (ii) the amount actually distributed to such Class of Principal Balance Certificates in respect of principal on such Distribution Date.

“Class R Certificate”: A Certificate executed and authenticated by the Certificate Administrator, in substantially the form set forth in Exhibit A-8 hereto and designated as a Class R Certificate. The Class R Certificates have neither a Certificate Balance nor a Pass-Through Rate. The Class R Certificates will represent the Class LT-R Interest and the Class UT-R Interest.

“Class UT-R Interest”: The residual interest in the Upper Tier REMIC. The Class UT-R Interest has no Pass-Through Rate, Certificate Balance or notional amount. The Class UT-R Interest will be represented by the Class R Certificates.

“Class X Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-2 and designated as a Class X Certificate.

“Class X Notional Amount”: With respect to the Class X Certificates, an amount equal to the aggregate of the Lower-Tier Principal Amounts of the Class LA and Class LB Uncertificated Interests from time to time.

“Class X Pass-Through Rate”: As defined in the Introductory Statement.

“Class X Strip Rate”: A per annum rate equal to: (a) for each of the Class LA Uncertificated Interest and the Class A Certificates for any Distribution Date, the excess, if any, of (i) the Adjusted Net Component Rate with respect to the Trust Loan Component A for such Distribution Date over (ii) the Pass-Through Rate of the Class A Certificates; and (b) for each of the Class LB Uncertificated Interest and the Class B Certificates for any Distribution Date, the excess, if any, of (i) the Adjusted Net Component Rate with respect to the Trust Loan Component B for such Distribution Date over (ii) the Pass-Through Rate of the Class B Certificates.

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

“Clearstream”: As defined in Section 5.2(a).

“Closing Date”: March 17, 2022.

“CMBS”: Commercial mortgage-backed securities.

“Code”: The Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of the Treasury regulations issued pursuant thereto in temporary or final form and any proposed regulations thereunder, to the extent that, by reason of their proposed effective date, such proposed regulations would apply to the Trust Fund.

“Co-Lender Agreement”: As defined in the Introductory Statement.

“Collateral”: The Properties securing the Mortgage Loan, the Leases assigned with respect to the Mortgage Loan, the agreements assigned with respect to the Mortgage Loan, the Reserve Accounts (and all sums held, deposited or invested therein and all proceeds thereof) with respect to the Mortgage Loan and all other collateral which is subject to security interests and liens granted to secure the Mortgage Loan.

“Collateral Assignment of Bond and Bond Documents”: As defined in the Mortgage Loan Agreement.

“Collateral Deficiency Amount”: With respect to any AB Modified Loan as of any date of determination, the excess, if any, of (i) the outstanding principal balance of such AB Modified Loan (taking into account the related junior note(s) and any pari passu notes included therein, as well as any equity interests or other obligations senior thereto), over (ii) the sum of (solely to the extent allocable to the Trust Loan) (x) the most recent appraised value for the Properties, plus (y) solely to the extent not reflected or taken into account in such appraised value and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination, any capital or additional collateral contributed by the Borrowers at the time the Trust Loan became (and as part of the modification related to) such AB Modified Loan for the benefit of the Properties, plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect of such AB Modified Loan as of the date of such determination. The Servicer and the Certificate Administrator shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Collateral Deficiency Amount.

“Collateral Security Documents”: Any document or instrument given to secure or guaranty the Mortgage Loan, including without limitation, the Mortgages, each as amended, supplemented, assigned, extended or otherwise modified from time to time.

“Collection Account”: As defined in Section 3.4(a).

“Collection Period”: (i) With respect to the first Distribution Date, the period commencing on and including the Closing Date and ending on and including the Determination Date relating to such Distribution Date, and (ii) with respect to any other Distribution Date, the period commencing on and including the date immediately following the Determination Date relating to the immediately preceding Distribution Date and ending on and including the Determination Date relating to the subject Distribution Date. The Collection Period for any Distribution Date shall also relate to the Remittance Date immediately prior to such Distribution Date.

“Commission”: The Securities and Exchange Commission.

"Companion Loan”: As defined in the Introductory Statement.

“Companion Loan Advance”: With respect to a Companion Loan that is part of an Other Securitization Trust, any advance of delinquent scheduled payments with respect to such Companion Loan made by the master servicer or trustee with respect to such Other Securitization Trust.

“Companion Loan Holder”: The holder of a Companion Loan Note and any successor thereto in respect of the corresponding interest in any Foreclosed Property.

“Companion Loan Note”: As defined in the Preliminary Statement.

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

“Companion Loan Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Companion Loan or REO Companion Loan as to which any Companion Loan Securities exist, confirmation in writing (which may be in electronic form) by each applicable Companion Loan Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then current rating assigned to any class of such Companion Loan Securities (if then rated by such Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment from a Companion Loan Rating Agency indicating its decision not to review or declining to review the matter for which the Companion Loan Rating Agency Confirmation is sought (such written notice, a “Companion Loan Rating Agency Declination”), or as otherwise provided in Section 3.27 of this Agreement, the requirement for the Companion Loan Rating Agency Confirmation from the applicable Companion Loan Rating Agency with respect to such matter shall not apply.

“Companion Loan Securities”: Any commercial mortgage-backed securities that evidence an interest in or are secured by the assets of an Other Securitization Trust, which assets include a Companion Loan (or a portion thereof or interest therein).

“Compensating Interest Payment”: A cash payment in an amount, with respect to the Mortgage Loan, equal to the lesser of (i) the amount of any Prepayment Interest Shortfall incurred in connection with a voluntary Prepayment received in respect of the Mortgage Loan during the related Collection Period prior to the Payment Date in that Collection Period, and (ii) the aggregate of the Servicer’s Servicing Fees for the related Distribution Date and, to the extent earned on Prepayments, Net Investment Earnings payable to the Servicer for the related Mortgage Loan Interest Accrual Period.

“Condemnation Proceeds”: The portion of the Net Proceeds relating to a Condemnation (as defined in the Mortgage Loan Agreement).

“Confidential Information”: With respect to the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, all material non-public information obtained in the course of and as a result of such Person’s performance of its duties as Trustee, Certificate Administrator, Servicer or Special Servicer, as applicable with respect to the Mortgage Loan, the Borrower Related Parties and the Properties, unless such information (i) was already in the possession of such Person prior to being disclosed to such Person, (ii) is or becomes available to such Person from a source other than its activities as Trustee, Certificate Administrator, Servicer or Special Servicer, (iii) is or becomes generally available to the public other than as a result of a disclosure by Servicing Personnel or (iv) is required to be disclosed by law or court order, provided such Person shall use reasonable efforts to obtain confidential treatment thereof. Notwithstanding the foregoing, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall be permitted to comply with its obligations hereunder to make information available to the extent that such information was received by it in its capacity as Servicer, Special Servicer, Trustee or Certificate Administrator, as applicable.

“Consent Fees”: Any fees payable in connection with any request by the Borrowers for lender consent pursuant to the express terms of the Mortgage Loan Documents; provided that Consent Fees shall not include fees payable in connection with a defeasance, release or assumption, or a consent to a modification, extension, waiver or amendment of any term of the Mortgage Loan Documents.

“Consent of Issuer to Leasehold Deed of Trust (TN)”: That certain Consent of Issuer to Leasehold Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of the Origination Date, by The Industrial Development Board of Xxxxxxxxxx County, Tennessee, as grantor, and ILPT Murfreesboro TN LLC to the trustee named therein, for the benefit of CREFI, UBS AG, BANA, BMO and MSBNA, as lender.

“Consenting Party”: Solely during a CCR Control Period, the Controlling Class Representative. For the avoidance of doubt, the Controlling Class Representative shall not be a Consenting Party (and there shall be no Consenting Party) if and for so long as a CCR Control Termination Event is in effect. Notwithstanding the foregoing, a Borrower Restricted Party cannot be a Consenting Party.

“Consulting Party”: Each of: (i) solely during a CCR Consultation Period, the Controlling Class Representative; (ii) at any time, each Companion Loan Holder (to the extent such Companion Loan Holder is entitled to exercise such consultation rights under the Co-Lender Agreement); and (iii) solely after the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, the Operating Advisor. For the avoidance of doubt, (A) the Controlling Class Representative shall not be a Consulting Party if and for so long as a CCR Consultation Termination Event is in effect, and any consultation rights of the Companion Loan Holder(s) shall be subject to the terms of the Co-Lender Agreement and (B) the Operating Advisor shall not be a Consulting Party unless an Operating Advisor Consultation Trigger Event has occurred and is continuing. Notwithstanding the foregoing, a Borrower Restricted Party cannot be a Consulting Party.

“Controlling Class”: The Class HRR Certificates. No other Class of Certificates will be eligible to act as the Controlling Class or appoint a Controlling Class Representative.

“Controlling Class Representative”: The Holder of the Controlling Class (or other representative) selected or designated, as applicable, in accordance with Section 9.1.

“Controlling Persons”: As defined in Section 6.3(a).

“Corporate Trust Office”: The principal corporate trust office of the Trustee or the Certificate Administrator, as applicable, at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement is located: (i) with respect to the Trustee: 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: ILPT 2022-LPFX, or the principal trust office of any successor Trustee qualified and appointed pursuant to Section 8.8, and (ii) with respect to the Certificate Administrator: (a) for purposes of administration of the Trust, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000-0000, Attention: Corporate Trust Services—ILPT 2022-LPFX, and (b) for purposes of certificate transfer and presentment of Certificates for final payment thereon, 000 Xxxxx 0xx Xxxxxx, 0xx Xxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Corporate Trust Services – Certificate Transfers – ILPT 2022-LPFX, or the principal trust office of any successor Certificate Administrator qualified and appointed pursuant to Section 8.8.

“Corrected Mortgage Loan”: As defined in the definition of “Special Servicing Loan Event.”

“Credit Risk Retention Certificate Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be deemed to be owned by the Holders of the Class HRR Certificates in proportions equal to their respective Percentage Interests in the Class HRR Certificates.

“Credit Risk Retention Certificates”: The Class HRR Certificates.

“CREFC^®”: The CRE Finance Council, or any association or organization that is a successor thereto. If neither such association nor any successor remains in existence, “CREFC^®” shall be deemed to refer to such other association or organization as may exist whose principal membership consists of servicers, trustees, issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization industry, which is the principal such association or organization in the commercial mortgage loan securitization industry and one of whose principal purposes is the establishment of industry standards for reporting transaction-specific information relating to commercial mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed properties underlying or backing them to investors holding or owning such certificates or bonds, and any successor to such other association or organization. If an organization or association described in one of the preceding sentences of this definition does not exist, “CREFC^®” shall be deemed to refer to such other association or organization as shall be reasonably acceptable to the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor.

“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 and, insofar as it requires the presentation of information in addition to that called for by the form of the “Advance Recovery Report” available as of the Closing Date on the CREFC^® Website, is reasonably acceptable to the Servicer.

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

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

“CREFC^®Bond Level File”: The monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Bond Level File” 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 recommended by the CREFC^® for commercial mortgage securities transactions generally and is reasonably acceptable to the Certificate Administrator.

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

“CREFC^®Collateral Summary File”: The report substantially in the form of, and containing the information called for in, the downloadable form of the “Collateral Summary File” 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 recommended by the CREFC^® for commercial mortgage securities transactions generally and is reasonably acceptable to the Certificate Administrator.

“CREFC^®Comparative Financial Status Report”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Comparative Financial Status Report” available as of the Closing Date on the CREFC^®Website, or such other form for the presentation of such information as may from time to time be recommended by the CREFC^®for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer.

“CREFC^®Delinquent Loan Status Report”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC^® Website, or 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 and is reasonably acceptable to the Servicer and the Special Servicer.

“CREFC^®Financial File”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Financial File” 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 recommended by the CREFC^®for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer.

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

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

“CREFC^®Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Loan Modification/Forbearance and Corrected Mortgage Loan 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 recommended by the CREFC^® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer.

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

“CREFC^®Licensing Fee”: The “CREFC^® Intellectual Property Royalty License Fee” payable to CREFC^®in connection with the usage of CREFC^® trademarks, which shall be equal to, with respect to the Trust Loan and any Mortgage Loan Interest Accrual Period, the amount of interest accrued during such Mortgage Loan Interest Accrual Period at the related

CREFC^®Licensing Fee Rate on the same principal balance, in the same manner, and for the same number of days as any related interest payment with respect to the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust Loan) during such Mortgage Loan Interest Accrual Period is computed. Any payments of the CREFC^® Licensing Fee shall be made to “CRE Finance Council” and delivered by wire transfer pursuant to the following instructions (or such other instructions as may hereafter be furnished by CREFC^® to the Servicer in writing at least two (2) Business Days prior to the Remittance Date):

Account Name: Commercial Real Estate Finance Council (CREFC^®)

Bank Name: JPMorgan Chase Bank, National Association

Bank Address: 00 Xxxxxxxx, Xxx Xxxx, XX 00000

Routing Number: 000000000

Account Number: 000000000

For the avoidance of doubt, the CREFC^® Licensing Fee shall be deemed payable from the Lower-Tier REMIC.

“CREFC^®Licensing Fee Rate”: 0.00050% per annum.

“CREFC^®Loan Level Reserve LOC Report”: The monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Level Reserve LOC 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 recommended by the CREFC^® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer.

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

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

“CREFC^®Loan Periodic Update File”: The monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Periodic Update File” 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 recommended by the CREFC^® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer, the Special Servicer and the Certificate Administrator.

“CREFC^®Loan Setup File”: The report substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Setup File” 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 recommended by the CREFC^®for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer, the Special Servicer and the Certificate Administrator.

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

“CREFC^®NOI Adjustment Worksheet”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “NOI Adjustment Worksheet” 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 recommended by the CREFC^® for commercial mortgage securities transactions generally and is acceptable to the Servicer or the Special Servicer, as applicable, and in any event, shall present the computations made in accordance with the methodology described in such form to “normalize” the full year and year to date net operating income and debt service coverage numbers used in the other reports required by this Agreement.

“CREFC^®Operating Statement Analysis Report”: A report prepared with respect to each Property and/or in the aggregate for the portfolio of Properties (depending on whether the Borrower Related Parties deliver the related financial statements and operating statements on a per Property basis or an aggregate basis) substantially in the form of, and containing the information called for in, the downloadable form of the “Operating Statement Analysis 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 recommended by the CREFC^® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer or Special Servicer.

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

“CREFC^®Property File”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Property File” 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 recommended by the CREFC^®for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer.

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

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

“CREFC^®REO Status Report”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “REO Status 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 recommended by the CREFC^®for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer.

“CREFC^®Reports”: Collectively refers to the following files, reports and templates as may be amended, updated or supplemented from time to time as part of the CREFC^® Investor Reporting Package (IRP) and any additional files, reports and templates that become part of the CREFC^® Investor Reporting Package (IRP) from time to time:

(a) the following eight data files (and any other files as may be, or have been, adopted and promulgated by CREFC^® as part of the CREFC^® Investor Reporting Package (IRP) from time to time): (i) CREFC^® Loan Setup File; (ii) CREFC^®Loan Periodic Update File; (iii) CREFC^® Property File; (iv) CREFC^® Financial File; (v) CREFC^® Special Servicer Loan File; (vi) CREFC^® Special Servicer Property File; (vii) CREFC^®Bond Level File; and (viii) CREFC^® Collateral Summary File;

(b) the following ten supplemental reports and methodology (and any other reports as may be, or have been, adopted and promulgated by CREFC^®as part of the CREFC^® Investor Reporting Package (IRP) from time to time): (i) CREFC^® Servicer Watch List/Portfolio Review Guidelines; (ii) CREFC^® Delinquent Loan Status Report; (iii) CREFC^®REO Status Report; (iv) CREFC^® Comparative Financial Status Report; (v) CREFC^® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report; (vi) CREFC^® Loan Level Reserve/LOC Report; (vii) CREFC^®Total Loan Report (to the extent any portion of the Mortgage Loan is held outside the Trust); (viii) CREFC^® Advance Recovery Report; (ix) CREFC^® Operating Statement Analysis Report; (x) CREFC^® NOI Adjustment Worksheet;

(c) the following fifteen templates (and any other templates as may be, or have been, adopted and promulgated by CREFC^® as part of the CREFC^® Investor Reporting Package (IRP) from time to time): (i) CREFC^® Appraisal Reduction Template, (ii) CREFC^® Servicer Realized Loss Template, (iii) CREFC^® Reconciliation of Funds Template,

(iv) CREFC^®Historical Bond/Collateral Realized Loss Reconciliation Template, (v) CREFC^® Historical Liquidation Loss Template, (vi) CREFC^® Interest Shortfall Reconciliation Template, (vii) CREFC^® Servicer Remittance to Certificate Administrator Template, (viii) CREFC^® Significant Insurance Event Template, (ix) CREFC^®Loan Modification Report Template; (x) CREFC^® Loan Liquidation Report Template, (xi) CREFC^®REO Liquidation Report Template; (xii) CREFC^® Payment Posting Instructions Template; (xiii) CREFC^®Modification Posting Instructions Template; (xiv) CREFC^® Assumption Modification Posting Instructions Template, and (xv) CREFC^® Capitalized Amounts/Non-Recoverable Trust Expense Template; and

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

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

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

“CREFC^®Servicer Watch List/Portfolio Review Guidelines”: For any Determination Date, a report substantially in the form of, and containing the information called for in, the downloadable form of the “Servicer Watch List/Portfolio Review Guidelines” available as of the Closing Date on the CREFC^® Website, or in such other final form for the presentation of such information and containing such additional information as may from time to time be promulgated as recommended by the CREFC^® for commercial mortgage securities transactions generally and, insofar as it requires the presentation of information in addition to that called for by the form of the “Servicer Watch List/Portfolio Review Guidelines” available as of the Closing Date on the CREFC^®Website, is reasonably acceptable to the Servicer.

“CREFC^®Significant Insurance Event Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Interest Significant Insurance Event Template” available as of the Closing Date on the CREFC^® Website, 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 and is reasonably acceptable to the Servicer.

“CREFC^®Special Servicer Loan File”: The monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Special

Servicer Loan File” 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 recommended by the CREFC^® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer.

“CREFC^®Special Servicer Property File”: The monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Special Servicer Property File” 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 recommended by the CREFC^® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer.

“CREFC^®Total Loan Report”: The report in the “Total Loan Report” format substantially in the form of and containing the information called for therein for the Mortgage Loan, or such other form for the presentation of such information as may be approved from time to time by the CREFC^® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Certificate Administrator.

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

“CREFI”: As defined in the Introductory Statement hereto.

“CREFI Trust Loan Purchase Agreement”: As defined in the Introductory Statement hereto.

“Cumulative Appraisal Reduction Amount”: As of any date of determination by the Special Servicer, an amount equal to (i) any Appraisal Reduction Amount then in effect, or (ii) if the Trust Loan is an AB Modified Loan, any Collateral Deficiency Amount then in effect. The Certificate Administrator and the Servicer shall be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Cumulative Appraisal Reduction Amount. None of the Servicer, the Trustee or the Certificate Administrator shall calculate or verify any Cumulative Appraisal Reduction Amount.

“Current Interest Accrual Amount”: With respect to any Distribution Date for any Class of Regular Certificates or any Uncertificated Lower-Tier Interest, the interest accrued during the related Certificate Interest Accrual Period at the Pass-Through Rate applicable to such Class of Certificates or such Uncertificated Lower-Tier Interest, as the case may be, for such Distribution Date on the Certificate Balance, Notional Amount or Lower-Tier Principal Amount, as applicable, of such Class of Certificates or such Uncertificated Lower-Tier Interest, as the case may be, immediately prior to such Distribution Date.

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

“Custodian”: Any Custodian appointed pursuant to Section 8.15 of this Agreement and, unless the Certificate Administrator is Custodian, named pursuant to any Custodial Agreement. The Custodian may (but need not) be the Certificate Administrator or the Servicer or any Affiliate or agent of the Certificate Administrator or the Servicer, but may not be (i) the Depositor, any Loan Seller or any Affiliate thereof or (ii) any Borrower, any Borrower Restricted Party or any Affiliate thereof.

“Cut-off Date”: March 6, 2022.

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

“DBRS Morningstar Surveillance Fee”: The annual fee payable to DBRS Morningstar in consideration for the surveillance by DBRS Morningstar of the Certificates (pursuant to an agreement with DBRS Morningstar executed in connection with the issuance of the Certificates), which fee shall be evidenced by an invoice delivered by DBRS Morningstar to the Certificate Administrator.

“DBRS Morningstar Surveillance Fee Annual Payment”: As defined in Section 11.5(c).

“Debt Service Account”: As defined in the Mortgage Loan Agreement.

“Debt Yield Trigger Period”: A “Trigger Period” as defined in the Mortgage Loan Agreement.

“Debt Yield”: As defined in the Mortgage Loan Agreement.

“Deemed Approval Requirements”: As defined in the Mortgage Loan Agreement.

“Default Interest”: With respect to any Payment Date, upon the occurrence and during the continuance of a Mortgage Loan Event of Default, interest accrued on the outstanding principal balance of each Trust Loan Component and, to the extent permitted by law, on all accrued and unpaid interest and other amounts due in respect of such Trust Loan Component, in each case, at the excess of the Default Rate over the related Interest Rate.

“Default Rate”: As defined in the Mortgage Loan Agreement.

“Defaulted Mortgage Loan”: The Mortgage Loan if (a) a Special Servicing Loan Event exists and (b) either (i) the Mortgage Loan is delinquent at least sixty (60) days in respect of its Monthly Debt Service Payment Amount or delinquent in respect of its Balloon Payment, in either case such delinquency to be determined without giving effect to any grace period permitted by the related Mortgage Loan Documents and without regard to any acceleration of payments

under the related Mortgage Loan Documents or (ii) the Special Servicer has, by written notice to the Borrowers, accelerated the maturity of the Mortgage Loan.

“Defect”: As defined in the Trust Loan Purchase Agreement.

“Deficient Exchange Act Deliverable”: With respect to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee and each Servicing Function Participant and Additional Servicer retained by it (other than the Loan Sellers Sub-Servicer), any item (x) regarding such party, (y) prepared by such party or any registered public accounting firm, attorney or other agent retained by such party to prepare such item and (z) delivered by or on behalf of such party pursuant to the delivery requirements under Article 13 of this Agreement, that does not conform to the applicable reporting requirements under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and/or the rules and regulations promulgated thereunder.

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

“Delivery Date”: As defined in Section 2.1(b).

“Depositor”: Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, together with its successors-in-interest.

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

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

“Determination Date”: The 6th day of each calendar month, but if such 6th day is not a Business Day, then the immediately succeeding Business Day, beginning in April 2022. A Determination Date relates to the Distribution Date that occurs in the same calendar month as such Determination Date.

“Directly Operate”: With respect to any Foreclosed Property, the furnishing or rendering of services to the tenants thereof, that are not customarily provided to tenants in connection with the rental of space “for occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such Foreclosed Property, the holding of such Foreclosed Property primarily for sale to customers, the use of such Foreclosed Property in a trade or business conducted by the Trust or the performance of any construction work on the Foreclosed Property (other than the completion of a building or improvement, where more than 10% of the construction of such building or improvement was completed before default became imminent), other than through an Independent Contractor; provided, however, that a Foreclosed Property will not be considered to be Directly Operated solely because the Trust (or the Special Servicer on behalf of the Trustee on behalf of the Trust) 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 Foreclosed Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).

“Disclosable Special Servicer Fees”: With respect to the Mortgage Loan or any Foreclosed Property, any compensation or other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, and as a result of any other fee-sharing arrangement) received or retained by the Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Borrower, any Property Manager, the Borrower Sponsor, any guarantor in respect of the Mortgage Loan and any purchaser of the Trust Loan, any Companion Loan or any Foreclosed Property) in connection with the disposition, work-out or foreclosure of the Mortgage Loan, the management or disposition of such Foreclosed Property and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this Agreement, other than (i) Permitted Special Servicer/Affiliate Fees, and (ii) any special servicing compensation and fees to which the Special Servicer is entitled under this Agreement; provided, that any compensation and other remuneration that the Servicer (if it is also the Special Servicer or an Affiliate thereof) is permitted to receive or retain pursuant to this Agreement in connection with its duties as Servicer under this Agreement shall not constitute Disclosable Special Servicer Fees.

“Disclosure Parties”: As defined in Section 8.14(c).

“Disqualified Non-U.S. Tax Person”: With respect to a Class R Certificate, (x) an entity treated as a U.S. partnership if any of its partners, directly or indirectly (other than through a U.S. corporation) is (or is permitted to be under the partnership agreement) a Disqualified Non-U.S. Tax Person; (y) any Non-U.S. Tax Person or agent thereof other than (i) a Non-U.S. Tax Person that holds such Class R Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Administrator with an effective IRS Form W-8ECI or (ii) a Non-U.S. Tax Person that has delivered to both the transferor and the Certificate Administrator an Opinion of Counsel of a nationally recognized tax counsel to the effect that the transfer of such Class R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of such Class R Certificate will not be disregarded for federal income tax purposes under Treasury Regulations Section 1.860G-3; or (z) a U.S. Tax Person with respect to which income from a Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Tax Person. Information necessary to compute an applicable excise tax must be furnished to the IRS and to the requesting party within sixty (60) days of the request, and the Certificate Administrator may charge a fee for computing and providing such information.

“Disqualified Organization”: Either (a) the United States, a State, or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by any such governmental unit), (b) a foreign government, International Organization or agency or instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined in 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), (d) rural electric and telephone cooperatives described in Section 1381(a)(2) of the Code or (e) any other Person so designated by the Certificate Administrator based upon an Opinion of Counsel to the effect that any transfer of a

Class R Certificate to such person may cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States,” “State” and “International Organization” have the meanings set forth in Section 7701 of the Code or successor provisions.

“Distribution Account”: The account established and maintained by the Certificate Administrator pursuant to Section 3.5.

“Distribution Date”: The 4th Business Day following each Determination Date, commencing in April 2022. The first Distribution Date shall be April 12, 2022.

“Distribution Date Statement”: As defined in Section 4.4(a).

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

“Eligible Account”: A separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or state chartered depository institution or trust company which complies with the definition of Eligible Institution, (b) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity, and which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. § 9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and is subject to supervision or examination by federal or state authority, as applicable, and the long term unsecured debt obligations of which are rated at least “A2” by Moody’s and “A” by DBRS Morningstar or (c) an account maintained with any other insured depository institution that is the subject of a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, from each Rating Agency and Companion Loan Rating Agency for which the minimum rating is not met, with respect to any account listed in the clauses above, or from each Rating Agency and Companion Loan Rating Agency, with respect to any account other than one listed in the clauses above. An Eligible Account shall not be evidenced by a certificate of deposit, passbook or other instrument. If the holding institution for an account ceases to meet the requirements of this definition for an “Eligible Account”, then the party responsible for administering such account hereunder shall move such account to a holding institution meeting such requirements within 30 days.

“Eligible Institution”: Means (a) either a depository institution or trust company insured by the Federal Deposit Insurance Corporation, (i) the short-term unsecured debt obligations, deposit accounts or commercial paper of which are rated at least “P-1” by Xxxxx’x and “R-1 (low)” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating by two other NRSROs) in the case of letters of credit and accounts in which funds are held for 30 days or less, or (ii) in the case of letters of credit and accounts in which funds are held for more than 30 days, the long-term unsecured debt obligations or deposit accounts of which are rated at least “A2” by Xxxxx’x and “A” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating by two other NRSROs); or (b) an institution that is the subject of a Rating Agency Confirmation from each Rating Agency.

“Eligible Operating Advisor”: An entity (i) that is the special servicer or operating advisor on a commercial mortgage-backed securities transaction rated by any of Moody’s, Fitch, KBRA, S&P and/or DBRS Morningstar but has not been the special servicer or operating advisor on a transaction for which Moody’s, Fitch, KBRA, S&P and/or DBRS Morningstar has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating advisor, as applicable, as the sole or material factor in such rating action, (ii) that (x) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and has at least five years of experience in collateral analysis and loss projections, and (y) has at least five years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial real estate assets, (iii) that can and will make the representations and warranties set forth in Section 2.8(a) of this Agreement, (iv) that is not (and is not Risk Retention Affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, any Loan Seller, the Controlling Class Representative, any Borrower Restricted Party, the Third Party Purchaser or any of their respective Risk Retention Affiliates, (v) that has not been paid any fees, compensation or other remuneration by any Special Servicer or successor Special Servicer (x) in respect of its obligations under this Agreement or (y) for the recommendation of the replacement of the Special Servicer or the appointment of a successor special servicer to become the Special Servicer and (vi) that does not directly or indirectly, through one or more Affiliates or otherwise, own any interest in any Certificates or the Mortgage Loan, or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Operating Advisor.

“Environmental Indemnitor” Collectively, the Borrowers and the Guarantor.

“Environmental Indemnity”: As defined in the Mortgage Loan Agreement.

“Environmental Law”: Any present or future federal, state or local law, statute, regulation or ordinance, any judicial or administrative order or judgment thereunder, pertaining to health, industrial hygiene, hazardous substances or the environment, including, but not limited to, each of the following, as enacted as of the date hereof or as hereafter amended: CERCLA; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§ 6901 et seq.; the Toxic Substance Control Act, 15 U.S.C. §§ 2601 et seq.; the Water Pollution Control Act (also known as the Clean Water Act, 22 U.S.C. §§ 1251 et seq.), the Clean Air Act, 42 U.S.C. §§ 7401 et seq. and the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801 et seq.

“Environmental Report”: With respect to each Property, the “Phase I” and “Phase II,” if any, environmental audit reports prepared and delivered to the Depositor in connection with the origination of the Mortgage Loan, or any subsequent environmental report prepared on behalf of the Trust hereunder meeting the requirements of the American Society for Testing and Materials.

“ERISA”: The Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.

“ERISA Restricted Certificate”: Any Regular Certificate that, as of the date of a proposed transfer of such Certificate, is not rated in one of the four highest generic ratings

categories by a credit rating agency that meets the requirements of the Underwriter Exemption. As of the Closing Date, the only ERISA Restricted Certificates are the Class HRR Certificates.

“Euroclear”: As defined in Section 5.2(a).

“Exchange Act”: The Securities Exchange Act of 1934, as amended from time to time.

“FATCA”: As defined in Section 4.2.

“FHLMC”: The Federal Home Loan Mortgage Corporation or any successor thereto.

“Final Asset Status Report”: An Asset Status Report, together with such other data or supporting information provided by the Special Servicer to any applicable Consenting Party, any applicable Consulting Party and, even if it is not a Consulting Party, the Operating Advisor, which does not include any communications (other than the Final Asset Status Report) between the Special Servicer, on the one hand, and either a Consenting Party or a Consulting Party, on the other hand, with respect to the Mortgage Loan; provided, that no Asset Status Report shall be considered a Final Asset Status Report unless (i) any applicable Consenting Party 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 or consent, or has been deemed to approve or consent to such action or (ii) the Asset Status Report is otherwise being implemented by the Special Servicer in accordance with the terms of this Agreement. Each Final Asset Status Report shall be labeled or otherwise communicated as being final when delivered to other parties.

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

“FNMA”: The Federal National Mortgage Association or any successor thereto.

“Foreclosed Property”: Any Property or other Collateral securing the Mortgage Loan, title to which has been acquired by the Special Servicer on behalf of the Trust and the Companion Loan Holder(s) through foreclosure, deed in lieu of foreclosure or otherwise in the name of the Trustee or its nominee.

“Foreclosed Property Account”: The account or accounts established and maintained by the Special Servicer pursuant to Section 3.6 and Section 3.14.

“Foreclosure Proceeds”: Proceeds, net of any related expenses of the Servicer, Special Servicer, the Certificate Administrator and/or the Trustee, received in respect of any Foreclosed Property (including, without limitation, proceeds from the operation or rental of such Foreclosed Property) prior to the final liquidation of the Foreclosed Property.

“Form 8-K Disclosure”: The information described in the Form 8-K items set forth under the “Item on Form 8-K” column on Exhibit Y hereto.

“Global Certificates”: As defined in Section 5.2(b).

“Guarantor”: As defined in the Mortgage Loan Agreement.

“Guaranty”: As defined in the Mortgage Loan Agreement.

“Hazardous Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without limitation, those so identified pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., or any other environmental laws now or hereafter existing, and specifically including, without limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being “in inventory,” “usable work in process” or similar classification which would, if classified as unusable, be included in the foregoing definition.

“HRR Interest”: The Class HRR Certificates (as a collective whole), which are purchased for cash by the Third Party Purchaser from the Initial Purchasers on the Closing Date.

“HRR Interest Transfer Restriction Period”: With respect to the HRR Interest, the period from the Closing Date to the earliest of: (i) the date that is latest of (A) the date on which the aggregate unpaid principal balance of the Trust Loan has been reduced to 33% of the aggregate unpaid principal balance of the Trust Loan as of the Cut-off Date, (B) the date on which the aggregate outstanding Certificate Balance of the Principal Balance Certificates has been reduced to 33% of the aggregate outstanding Certificate Balance of the Principal Balance Certificates as of the Closing Date, or (C) two (2) years after the Closing Date; (ii) the date on which the Mortgage Loan has been defeased in accordance with 12 CFR § 43.7(b)(8)(i); and (iii) the date on which the U.S. Credit Risk Retention Rules have been officially abolished (and the securitization transaction contemplated by this Agreement is not subject to any other applicable credit risk retention requirements under the Xxxx-Xxxxx Act) or, based on a written opinion of counsel reasonably acceptable to the Depositor and the Retaining Sponsor, officially determined by the Regulatory Agencies to be no longer applicable to the securitization transaction contemplated by this Agreement or the HRR Interest.

“Impermissible Risk Retention Affiliate”: As defined in Section 3.33.

“Impermissible TPP Affiliate”: As defined in Section 3.33.

“Indemnified Party”: As defined in Section 6.6(b) or Section 8.12(b), as applicable.

“Indemnifying Party”: As defined in Section 6.6(b) or Section 8.12(b), as applicable.

“Independent”: When used with respect to any specified Person, such a Person who (i) does not have any direct financial interest or any material indirect financial interest in the

Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Controlling Class Representative, the Borrower Related Parties or in any of their respective Affiliates and (ii) is not connected with the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Controlling Class Representative, the Borrower Related Parties or any of their respective Affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

“Independent Appraiser”: An Independent professional real estate appraiser who (i) is a member in good standing of the Appraisal Institute, (ii) if the state in which the subject Property or Foreclosed Property is located certifies or licenses appraisers, is certified or licensed in such state, and (iii) has a minimum of five (5) years’ experience in the appraisal of comparable properties in the geographic area in which the subject Property or Foreclosed Property is located.

“Independent Contractor”: Either (i) any Person (other than the Special Servicer or Servicer) that would be an “independent contractor” with respect to the Lower-Tier REMIC within the meaning of Section 856(d)(3) of the Code if such REMIC were a real estate investment trust (except that the ownership test set forth in that Section of the Code will be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates or 35% or more of the aggregate value of all Classes of Certificates or such other interest in the Certificates as is set forth in an Opinion of Counsel, which will, at no expense to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer or the Trust, be delivered to the Trustee, the Certificate Administrator, the Special Servicer or the Servicer on behalf of the Trustee); provided that neither the Lower-Tier REMIC nor the Upper-Tier REMIC receives or derives any income from such Person and the relationship between such Person and such REMIC is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5), or (ii) any other Person (including the Special Servicer or the Servicer) if the Trustee and the Certificate Administrator (or the Servicer or the Special Servicer on behalf of the Trustee) has received an Opinion of Counsel which shall, at no expense to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer (unless the Special Servicer or the Servicer is providing the Opinion of Counsel with respect to itself) or the Trust, be to the effect that the taking of any action in respect of any Foreclosed 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 Foreclosed Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause any income realized in respect of such Foreclosed Property to fail to qualify as Rents from Real Property.

“Initial Certificate Balance”: As defined in the Introductory Statement.

“Initial Purchasers”: Citigroup Global Markets Inc., UBS Securities LLC, BofA Securities, Inc., BMO Capital Markets Corp. and Xxxxxx Xxxxxxx & Co. LLC, and their respective successors-in-interest.

“Inquiry” and “Inquiries”: As defined in Section 4.5(a).

“Institutional Accredited Investor”: An entity that is, or in which each of the equity owners is, an “accredited investor” within the meaning of Rule 501(a) (1), (2), (3) or (7) under the Act.

“Insurance Premiums”: As defined in the Mortgage Loan Agreement.

“Insurance Proceeds”: With respect to any Property, (a) the portion of Net Proceeds paid as a result of a Casualty (as defined in the Mortgage Loan Agreement) other than amounts to be applied to the restoration, preservation or repair of such Property or to be released to the Borrower Related Parties each in accordance with the terms of the Mortgage Loan Agreement, or if not required to be so applied or so released under the terms of the Mortgage Loan Agreement, Accepted Servicing Practices, (b) amounts paid by any insurer pursuant to any insurance policy required to be maintained by the Servicer pursuant to Section 3.11, to the extent related to this Agreement only or (c) any other amounts paid by an insurer pursuant to any insurance policy required to be maintained by the Borrower Related Parties, to the extent allocable to the Mortgage Loan under the Mortgage Loan Documents.

“Interest Accrual Period”: As the context may require, (a) with respect to each Trust Loan Component, the Mortgage Loan, the Trust Loan or any Companion Loan for any Payment Date, the applicable Mortgage Loan Interest Accrual Period, and (b) with respect to each Class of Regular Certificates for any Distribution Date, the applicable Certificate Interest Accrual Period.

“Interest Distribution Amount”: With respect to any Distribution Date for any Class of Regular Certificates or any Uncertificated Lower-Tier Interest, the sum of (i) the Current Interest Accrual Amount for such Distribution Date and such Class of Certificates or such Uncertificated Lower-Tier Interest, as the case may be, and (ii) any Class Interest Shortfall in respect of the immediately preceding Distribution Date for such Class of Certificates or such Uncertificated Lower-Tier Interest, as the case may be.

“Interest Rate” or “Mortgage Loan Interest Rate”: (i) with respect to the Senior Notes, the Note A Interest Rate, (ii) with respect to the Junior Trust Notes, the Note B Interest Rate and (iii) with respect to the Trust Loan, the weighted average of the interest rates on the Trust Loan Components (weighted based on their respective principal balances). The “Note A Interest Rate” means a rate per annum equal to 3.86465618%. The “Note B Interest Rate” means a rate per annum equal to 3.86465618%.

“Interest Reserve Account”: As defined in Section 3.3(b).

“Interested Person”: As defined in Section 3.16(a)(ii).

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

“Investment Account”: As defined in Section 3.8(a).

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

“Investment Personnel”: As defined in Section 6.5.

“Investor Certification”: A certificate representing, among other things, that:

(i) for purposes of access to information, the Person executing the certificate is a Certificateholder, a Beneficial Owner of a Certificate or a prospective purchaser of a Certificate, the Controlling Class Representative, a Consenting Party or, except for the Operating Advisor, a Consulting Party or any Companion Loan Holder or its representative, and that either (a) such Person is not a Borrower Restricted Party, in which case such person will be required to execute and deliver an Investor Certification substantially in the form included hereto as Exhibit K-1, and will have access to all the reports and information made available to such Privileged Persons under this Agreement, or (b) such Person is a Borrower Restricted Party, in which case such person will be required to execute and deliver an Investor Certification substantially in the form included hereto as Exhibit K-2, and will only receive access to the Distribution Date Statements prepared by the Certificate Administrator; and/or

(ii) for purposes of exercising Voting Rights, the Person executing the certificate is a Certificateholder or a Beneficial Owner of a Certificate, and that such Person (A) is not either (1) the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or any of their sub-servicers or respective Affiliates, or (2) a Borrower Restricted Party, or (B) is exercising such Voting Rights in connection with an amendment to this Agreement or other matter regarding which its Certificates are deemed outstanding pursuant to the definition of “Certificateholder”.

Each of the Trustee and the Certificate Administrator may conclusively rely on any Investor Certification provided to it by an unrelated Person and may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.

“Investor Q&A Forum”: As defined in Section 4.5(a).

“Investor Registry”: As defined in Section 4.5(b).

“ILPT 2022-LPFX – Rating Agency Surveillance Reserve Account”: The account established and maintained by the Certificate Administrator as an “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h)) designated as such pursuant to Section 3.5(e) of this Agreement. The ILPT 2022-LPFX – Rating Agency Surveillance Reserve Account will be part of the Trust Fund and will not be part of either Trust REMIC.

“ILPT 2022-LPFX – Rating Agency Surveillance Reserve Amount”: As defined in Section 2.12.

“IRS”: The Internal Revenue Service.

“Junior Trust Note”: As defined in the Preliminary Statement.

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

“Lease”: As defined in the Mortgage Loan Agreement.

“Lender”: CREFI, UBS AG, BANA, BMO and MSBNA, as originators and initial holders of the Mortgage Loan, and their respective successors and assigns in such capacity.

“Liquidated Property”: Any Property or Foreclosed Property, if it has been liquidated.

“Liquidation Expenses”: Reasonable and customary expenses (other than expenses covered by any insurance policy) incurred by the Servicer, the Special Servicer, the Certificate Administrator or the Trustee in connection with the liquidation of the Properties (or any Property) or the sale of the Mortgage Loan, such expenses including, without limitation, legal fees and expenses, appraisal fees, brokerage fees and commissions, conveyance taxes and trustee and co-trustee fees, if any. Liquidation Expenses shall not include any previously incurred expenses that have been previously reimbursed to the party incurring the same or that were netted against income from any Foreclosed Property and were considered in the calculation of the amount of Foreclosure Proceeds pursuant to the definition thereof.

“Liquidation Fee”: A fee payable to the Special Servicer with respect to each Liquidated Property or the liquidation of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes an REO Mortgage Loan), whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted pay-off or other liquidation of the Mortgage Loan or Foreclosed Property, as to which the Special Servicer receives any Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds equal to the product of the Liquidation Fee Rate and the Net Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds related to the liquidated Mortgage Loan, or the Liquidated Properties or Foreclosed Properties; provided, that in no event shall the Liquidation Fee payable in respect of the Mortgage Loan or Foreclosed Properties exceed $1,000,000. The Special Servicer shall not be entitled to receive a Liquidation Fee in connection with: (i) a repurchase by the a Loan Seller of its Loan Seller Percentage Interest in the Trust Loan (or allocable part thereof) pursuant to the related Trust Loan Purchase Agreement (so long as such repurchase occurs within the cure period required under the Trust Loan Purchase Agreement which cure period will not exceed 180 days); (ii) a sale of the Trust Loan, any Companion Loan or any Foreclosed Property by the Special Servicer to itself;

(iii) a purchase of the Mortgage Loan by an applicable mezzanine lender pursuant to the purchase option included in the related mezzanine intercreditor agreement; provided that the Mortgage Loan is purchased within 90 days of the date on which the applicable purchase option notice was given to the applicable mezzanine lender; provided, that for the avoidance of doubt, if there are one or more purchase option notices that are delivered subsequent to the initial purchase option notice, as long as the event that resulted in the first purchase option notice has, within the 90 day period from the date the applicable purchase option notice was given to the applicable mezzanine lender, ceased, been cured, been waived by the Servicer or Special Servicer in writing, or otherwise is no longer in effect, such 90-day period shall commence on the date of any subsequent purchase option notice given to the applicable mezzanine lender; (iv) a purchase of the Trust Loan, a Companion Loan or any Foreclosed Property by the Controlling Class Representative or any affiliate thereof, if such purchase occurs within 90 days after the later of (x) the date on which the Special Servicer first delivers to the Controlling Class Representative for its approval the initial Asset Status Report and (y) the date on which the Special Servicing Loan Event that triggered the Asset Status Report occurred; or (v) the making of a Loss of Value Payment as contemplated by Section 2.9 of this Agreement unless the related Loan Seller does not make the particular Loss of Value Payment with respect to the Trust Loan until after more than 180 days following its receipt of notice or discovery of the Material Breach or Material Document Defect that gave rise to the payment of the particular Loss of Value Payment. Further notwithstanding the above, all Liquidation Fees and Work-out Fees payable with respect to the Mortgage Loan or the Properties shall be offset by any Modification Fees collected or earned by the Special Servicer with respect to the Mortgage Loan in connection with any modification, restructure, extension, waiver, amendment or work-out of the Mortgage Loan, but only to the extent those fees have not previously been deducted from a Work-out Fee or Liquidation Fee.

“Liquidation Fee Rate”: A rate equal to 0.25% (25 basis points).

“Liquidation Proceeds”: (i) Amounts (other than Insurance Proceeds and Condemnation Proceeds) received by the Special Servicer and/or the Certificate Administrator in connection with the liquidation of any of the Properties, whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted payoff or other liquidation of the Mortgage Loan (other than amounts required to be paid to the Borrower Related Parties pursuant to law or the terms of the Mortgage Loan Agreement), including the proceeds of any full, partial or discounted payoff of the Mortgage Loan (exclusive of any portion of such payoff or proceeds that represents Default Interest or late payment charges) and (ii) any Loss of Value Payments paid by a Loan Seller pursuant to Section 2.9 of this Agreement, but only upon (and to the extent of) deposit thereof in the Collection Account in accordance with Section 3.4 (provided that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with such Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable Loan Seller).

“Loan”: As defined in the Mortgage Loan Agreement.

“Loan Portion”: With respect to the Trust Loan and any Loan Seller, the portion of the Trust Loan evidenced by: (i) in the case of CREFI, Note A-1-A and Note B-1; (ii) in the case of UBS AG, Note A-1-B and Note B-2; (iii) in the case of BANA, Note A-1-C and Note B-3; (iv)

in the case of BMO, Note A-1-D and Note B-4; and (v) in the case of MSMCH, Note A-1-E and Note B-5.

“Loan Seller”: Each of CREFI, UBS AG, BANA, BMO and MSMCH, and their respective successors in interest.

“Loan Seller Percentage Interest”: With respect to any Loan Seller, the portion of the Trust Loan (including all or any portion thereof constituting an REO Trust Loan), expressed as a percentage, represented by such Loan Seller’s Loan Portion.

“Loan Seller Sub-Servicer”: A Sub-Servicer required to be retained by the Servicer by any Loan Seller, as listed on Exhibit U to this Agreement, or any successor thereto.

“Loss of Value Payment”: As defined in Section 2.9(g) 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 3.4(e) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust Fund but not part of any Trust REMIC.

“Lower-Tier Distribution Account”: A subaccount of the Distribution Account, which will be an asset of the Trust Fund and the Lower-Tier REMIC.

“Lower-Tier Distribution Amount”: As defined in Section 4.1(e).

“Lower-Tier Principal Amount”: With respect to any Uncertificated Lower-Tier Interest at any date, an amount equal to (1) the Original Lower-Tier Principal Amount of such Uncertificated Lower-Tier Interest as specified in the Introductory Statement, less (2) the sum of (a) all amounts deemed distributed with respect to such Uncertificated Lower-Tier Interest on all previous Distribution Dates pursuant to Section 4.1(c) that represent deemed distributions of principal, and (b) the aggregate amount of Realized Losses deemed allocated to such Uncertificated Lower-Tier Interest, if any, on all previous Distribution Dates pursuant to Section 4.1(j). For the avoidance of doubt, the Lower-Tier Principal Amount of any Uncertificated Lower-Tier Interest at any date shall equal the then Certificate Balance of the Class of Related Certificates.

“Lower-Tier REMIC”: One of two separate REMICs comprising the Trust Fund, the assets of which consist of all of the assets of the Trust Fund other than (i) the Loss of Value Reserve Fund, (ii) the ILPT 2022-LPFX – Rating Agency Surveillance Reserve Account and (iii) the assets of the Upper-Tier REMIC.

“MAI”: Member of the Appraisal Institute.

“Major Decision”: Any of the following:

(i) any substitution, addition or release of real property collateral for the Mortgage Loan (other than releases of immaterial non-income producing real property collateral or releases in connection with immaterial condemnations or

other similar immaterial takings or easements) except as expressly permitted by the Mortgage Loan Documents and without lender consent or the exercise of lender discretion;

(ii) any waiver of or determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause, unless (x) such clause is not exercisable under applicable law or such exercise is reasonably likely to result in successful legal action by a Borrower or (y) such waiver relates to any immaterial easement, right of way or similar agreement;

(iii) any transfer of a Property or any portion of a Property, or any transfer of any direct or indirect ownership interest in any Borrower to the extent the lender’s consent under the Mortgage Loan Documents is required, except in each case (i) as expressly permitted by the Mortgage Loan Documents and without the exercise of lender discretion, or (ii) in connection with a pending or threatened immaterial condemnation, easements’ right of way or similar agreement;

(iv) any consent to the incurrence of additional debt by any Borrower or mezzanine debt by a direct or indirect parent of any Borrower, including modification of the terms of any document evidencing or securing any such additional debt or mezzanine debt and of any intercreditor or subordination agreement executed in connection therewith and any waiver of or amendment or modification to the terms of any such document or agreement, in each case to the extent the lender consent or approval is required by the Mortgage Loan Documents;

(v) any Property Manager changes including, without limitation, approval of the termination or replacement of a Property Manager (excluding, for the avoidance of doubt, replacement of a Property Manager with a Qualified Manager as permitted under the Mortgage Loan Documents) and/or modification, waiver or amendment of any Management Agreement, subordination, non-disturbance and attornment agreement or recognition agreement, in each case, solely to the extent the mortgagee’s approval is required by the Mortgage Loan Documents;

(vi) any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of any Foreclosed Properties) of the ownership of any Properties, including by means of deed in lieu of foreclosure;

(vii) any amendment, modification, or waiver, or any consent to an amendment, modification or waiver, of any monetary term (other than late fees and Default Interest) but including, without limitation, the timing of payments and the acceptance of discounted pay-offs and any amendment, modification or waiver with respect to the Guarantor’s obligations under the Guaranty, or the Environmental Indemnitor’s obligations under the Environmental Indemnity, or any material non-monetary term of the Mortgage Loan, or any extension of the Maturity Date of the Mortgage Loan that is not expressly permitted pursuant to the terms of the Mortgage Loan Documents without the consent of the Lender;

(viii) following a default with respect to the Mortgage Loan or a Mortgage Loan Event of Default, any exercise of remedies, including the acceleration of the Mortgage Loan or initiation of judicial, bankruptcy or similar proceedings under the Mortgage Loan Documents or with respect to any Borrower or any Property;

(ix) any sale or other disposition of the Trust Loan for less than the Repurchase Price or any Foreclosed Property for less than the applicable Allocated Mortgage Loan Amount;

(x) any determination to bring any Property or any Foreclosed Property into compliance with applicable environmental laws or to otherwise address hazardous material located at any Property or any Foreclosed Property;

(xi) (A) any modification, waiver or amendment of any mezzanine intercreditor agreement, the co-lender agreement or any other intercreditor agreement, participation agreement or similar agreement with any mezzanine lender or subordinate debt holder related to the Mortgage Loan, or (B) an action to enforce rights with respect thereto;

(xii) releases of any escrow accounts, reserve accounts or letters of credit held, other than those required pursuant to the specific terms of the Mortgage Loan and for which there is no material Lender discretion (provided, that for the avoidance of doubt, any request for the funding or disbursement of ordinary course impounds, insurance policy payments, tax payments or other assessments, ground lease, repair and replacement reserves, lender approved budget and operating expenses, and tenant improvements pursuant to an approved lease, each in accordance with the Mortgage Loan Documents, will not constitute a Major Decision);

(xiii) any acceptance of an assumption agreement or any other agreement permitting transfers of interests in a Borrower or releasing any Borrower, any Guarantor or other obligor from liability under the Mortgage Loan, the Mortgage Loan Documents or any Guaranty, other than as required or permitted pursuant to the specific terms of such Mortgage Loan Documents and for which there is no material Lender discretion;

(xiv) any modification or waiver of any provision of the Mortgage Loan Documents governing the type, nature or amount of insurance coverage required to be obtained by any Borrower under the Mortgage Loan Documents, any approval of any casualty, insurance settlements or condemnation settlements, and except to the extent Lender approval is not required by the Mortgage Loan Documents, any determination to apply casualty proceeds or condemnation awards to the reduction of debt rather than to the restoration of the Properties;

(xv) any determination of an Acceptable Insurance Default under the Mortgage Loan Documents;

(xvi) any execution, termination, amendment or modification to any PILOT Lease or other similar tax incentive to the extent Lender approval is required pursuant to the Mortgage Loan Documents;

(xvii) the execution, termination or renewal of any lease or ground lease, to the extent Lender approval is required under the Mortgage Loan Documents and to the extent such lease constitutes a “major lease” under the Mortgage Loan Documents, including entering into any subordination, non-disturbance and attornment agreement with respect to such “major lease”;

(xviii) approval of casualty or condemnation settlements, any determination to apply casualty or condemnation proceeds or awards to the reduction of the Mortgage Loan debt rather than to Property restoration;

(xix) any adoption or implementation of the annual budget, to the extent the mortgagee’s approval is required by the Mortgage Loan Documents;

(xx) the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of the Borrower;

(xxi) the exercise of the rights and powers granted under any mezzanine intercreditor agreement (or any other intercreditor agreement referenced in clause (xi) above) to the “Senior Lender” or such other similar term as shall be set forth therein and/or the “Servicer” referred to therein, if and to the extent such rights or powers affect the priority, payments, consent rights or security interest with respect to the “Senior Lender” or such other similar term;

(xxii) any enforcement by Lender of any cure right or the exercise of any remedies under any management agreement, subordination and non-disturbance, comfort letter, recognition agreement or similar agreement related thereto;

(xxiii) if any Property is a Foreclosed Property, approval of any operating budgets, capital budgets and business plans proposed by the Special Servicer with respect to such Foreclosed Property;

(xxiv) any calculation of Debt Yield or determination of whether a Debt Yield Trigger Period is in effect when required for any purpose under the Mortgage Loan Documents, solely to the extent such calculation or determination waives any requirement of the Mortgage Loan Documents in any material respect or reflects a material change in the methodology of the applicable calculation or determination as set forth in the Mortgage Loan Documents; and

(xxv) to the extent not already set forth above, solely with respect to the Operating Advisor’s non-binding consultation rights, the following actions within the meaning of Rule 7(b)(6)(iv) of the U.S. Credit Risk Retention Rules (A) any material modification of, or waiver with respect to, any provision of any Mortgage Loan Document (including the Mortgages), (B) foreclosure upon or comparable conversion of the ownership of a Property; and (C) any acquisition of a Property.

“Major Decision Reporting Package”: With respect to any Major Decision, (i) a written report prepared by the Special Servicer describing in reasonable detail (1) the background and circumstances requiring action of the Servicer or the Special Servicer, as applicable, (2) the proposed course of action recommended, and (3) information regarding any direct or indirect conflict of interest in the subject action, and (ii) all information in the Special Servicer’s possession that is reasonably requested by the party receiving such Major Decision Reporting Package in order for such party to exercise any consultation or consent rights available to such party under this Agreement.

“Majority Controlling Class Certificateholders”: The Holder(s) or Beneficial Owner(s) of Certificates representing more than 50% of the Certificate Balance of the Controlling Class.

“Management Agreement”: As defined in the Mortgage Loan Agreement.

“Material Breach”: As defined in the Trust Loan Purchase Agreement.

“Material Document Defect”: As defined in the Trust Loan Purchase Agreement.

“Maturity Date”: As defined in the Mortgage Loan Agreement.

“Mezzanine Borrower”: As defined in the Mortgage Loan Agreement.

“Mezzanine Debt Service Account”: As defined in the Mortgage Loan Agreement

“Mezzanine Intercreditor Agreement”: The “Intercreditor Agreement” as defined in the Mortgage Loan Agreement.

“Mezzanine Lender”: As defined in the Mortgage Loan Agreement.

“Mezzanine Loan”: As defined in the Mortgage Loan Agreement.

“Mezzanine Loan Agreements”: As defined in the Mortgage Loan Agreement.

“Mezzanine Loan Documents”: As defined in the Mortgage Loan Agreement.

“Modification Fees”: With respect to the Mortgage Loan, any and all fees collected from the Borrowers with respect to a modification, extension, waiver or amendment that modifies, extends, amends or waives any term of the Mortgage Loan Documents (as evidenced by a signed writing) agreed to by the Servicer or the Special Servicer, to the extent allocated as Modification Fees in accordance with Sections 1.3(a) and 1.3(b), other than (a) any Consent Fees, loan service transaction fees, defeasance fees, release fees, assumption fees or assumption application fees, if any, and (b) any Liquidation Fee, Work-out Fee or Special Servicing Fee. All Modification Fees collected or earned by the Special Servicer with respect to the Mortgage Loan in connection with any modification, restructure, extension, waiver, amendment or work-out of the Mortgage Loan shall offset any Work-out Fees or Liquidation Fees payable with respect to the Mortgage Loan or any Property.

“Monthly Debt Service Payment Amount”: As defined in the Mortgage Loan Agreement.

“Monthly Interest Payment Advance”: Any advance made by the Servicer or the Trustee in respect of the Trust Loan pursuant to Section 3.23(a) or 3.23(c) as applicable. Each reference to the reimbursement or payment of a Monthly Interest Payment Advance will be deemed to include, whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance Interest Rate, compounded annually, through the date preceding the date of payment or reimbursement.

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

“Moody’s Surveillance Fee”: The annual fee payable to Moody’s in consideration for the surveillance by Moody’s of the Certificates (pursuant to an agreement with Moody’s executed in connection with the issuance of the Certificates), which fee shall be evidenced by an invoice delivered by Moody’s to the Certificate Administrator.

“Moody’s Surveillance Fee Annual Payment”: As defined in Section 11.5(b).

“Mortgage”: The “Security Instrument” as defined in the Mortgage Loan Agreement.

“Mortgage Loan”: As defined in the Introductory Statement hereto.

“Mortgage Loan Agreement”: As defined in the Introductory Statement hereto.

“Mortgage Loan Documents”: All documents executed or delivered by the Borrower Related Parties evidencing, securing or guarantying the Mortgage Loan and any amendment thereof or thereafter or subsequently added to the Mortgage Loan File, including without limitation the Notes and the Mortgage Loan Agreement.

“Mortgage Loan Event of Default”: An “Event of Default” as defined under the Mortgage Loan Documents.

“Mortgage Loan File”: As defined in Section 2.1(b) and any additional documents required to be added to the Mortgage Loan File pursuant to this Agreement.

“Mortgage Loan Interest Accrual Period”: An “Interest Accrual Period” as defined in the Mortgage Loan Agreement.

“MSBNA”: As defined in the Introductory Statement hereto.

“MSMCH”: As defined in the Introductory Statement hereto.

“MSMCH Trust Loan Purchase Agreement”: As defined in the Introductory Statement hereto.

“Net Component Rate”: With respect to any Trust Loan Component and any Distribution Date, a rate per annum equal to the Interest Rate in respect of such Trust Loan Component for the related Mortgage Loan Interest Accrual Period minus the Administrative Fee Rate; provided, that for purposes of calculating Pass-Through Rates, each Net Component Rate will be determined without regard to (i) any modification, waiver or amendment of the terms of the Mortgage Loan, whether agreed to by the Servicer or the Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the Borrowers or otherwise, (ii) any increase in any Interest Rate as a result of a Mortgage Loan Event of Default or (iii) any Property becoming a Foreclosed Property.

“Net Foreclosure Proceeds”: With respect to each related Foreclosed Property, the Foreclosure Proceeds with respect to such related Foreclosed Property net of any insurance premiums, taxes, assessments, PILOT Payments, ground rents and other costs permitted to be paid therefrom pursuant to Section 3.14.

“Net Investment Earnings”: With respect to any Investment Account for any period from any Distribution Date to the immediately succeeding Remittance 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 Fund 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 3.8.

“Net Liquidation Proceeds”: The excess of Liquidation Proceeds received with respect to a Property or the Mortgage Loan over the amount of Liquidation Expenses incurred with respect thereto.

“Net Proceeds”: As defined in the Mortgage Loan Agreement.

“New Non-Consolidation Opinion”: As defined in the Mortgage Loan Agreement.

“Non-Book Entry Certificates”: As defined in Section 5.2(c).

“Nondisqualification Opinion”: An Opinion of Counsel, prepared at the Trust’s expense and payable from the Collection Account, that a contemplated action will not cause (i) either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or (ii) a “prohibited transaction” or “prohibited contributions” tax to be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC at any time that any Certificates are outstanding.

“Nonrecoverable Advance”: Any Advance (or portion thereof) previously made and not previously reimbursed, or proposed to be made, including interest on such Advance (or portion thereof), which, in accordance with Accepted Servicing Practices (in the case of the Servicer and the Special Servicer) or good faith and reasonable business judgment (in the case of the Trustee) would not be ultimately recoverable from subsequent payments or collections (including Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds) in respect of

the Mortgage Loan (or, in the case of Monthly Interest Payment Advances and Administrative Advances, the Trust Loan) or the Properties, or from funds on deposit in the Collection Account. The Trustee may rely conclusively upon a determination of non-recoverability made by the Servicer or the Special Servicer. In making a non-recoverability determination, the Servicer, the Special Servicer or the Trustee, as applicable, shall be entitled to consider (among other things) the items set forth in the second sentence of Section 3.23(e).

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

“Non-Restricted Privileged Person”: Any Privileged Person other than (i) a Borrower Restricted Party, (ii) an affiliate of a Borrower Restricted Party, (iii) an agent of one or more of the foregoing individuals or entities, or (iv) any other Person that delivers an Investor Certification substantially in the form of Exhibit K-2.

“Non-U.S. Beneficial Ownership Certification”: As defined in Section 5.3(f).

“Non-U.S. Securities Person”: A person that is not a U.S. Securities Person.

“Non-U.S. Tax Person”: A Person that is not a U.S. Tax Person.

“Note” and “Notes”: As defined in the Introductory Statement.

“Notional Amount”: In the case of the Class X Certificates, the Class X Notional Amount. In the case of any individual Class X Certificate, the product of (x) the Percentage Interest evidenced by such Certificate, multiplied by (y) the Class X Notional Amount.

“NRSRO”: Any “nationally recognized statistical rating organization”, as such term is used in Rule 17g-5 of the Exchange Act including, but not limited to, the Rating Agencies.

“NRSRO Certification”: A certification in the form of Exhibit M executed by a NRSRO (other than any Rating Agency) in favor of the 17g-5 Information Provider that states that such NRSRO has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e) and that such NRSRO will keep any information obtained from the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website confidential except to the extent such information has been made available to the general public. Each NRSRO shall be deemed to recertify to the foregoing each time it accesses the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website.

“Offering Circular”: The Offering Circular, dated March 4, 2022 for the Certificates.

“Officer’s Certificate”: A certificate signed by (i) the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President (however denominated), the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries, any Servicing Officer, Responsible Officer or other officer of the Servicer, the Special Servicer, the Operating Advisor, the Depositor, any Loan Seller or any other entity referred to herein, as the case may be, customarily performing functions similar to those performed by any of the above designated officers and also with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject and (ii) with respect to the Certificate Administrator and the Trustee, a Responsible Officer.

“Operating Advisor”: Park Bridge Lender Services LLC, in its capacity as operating advisor, or its successor in interest, or if any successor Operating Advisor is appointed as herein provided, such successor Operating Advisor.

“Operating Advisor Annual Report”: As defined in Section 9.5(d) of this Agreement.

“Operating Advisor Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consultation rights equal to $10,000, or such lesser amount as the Borrowers pay, payable pursuant to Section 3.4(c) of this Agreement; provided, that the Operating Advisor Consulting Fee shall be payable only to the extent such fee is actually received from the Borrowers as a separately identifiable fee; provided, further that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision; and provided, further that the Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the Borrowers if it determines that such full or partial waiver is in accordance with Accepted Servicing Practices (provided that the Servicer or the Special Servicer, as applicable, shall consult with the Operating Advisor on a non-binding basis prior to any such waiver or reduction).

“Operating Advisor Consultation Trigger Event”: The event that occurs when the outstanding Certificate Balance of the Class HRR Certificates (as notionally reduced by any Cumulative Appraisal Reduction Amount then allocable to the Class HRR Certificates in accordance with Section 3.7(c) of this Agreement) is 25% or less of the initial Certificate Balance of the Class HRR Certificates.

“Operating Advisor Fee”: A fee payable monthly to the Operating Advisor pursuant to Section 9.5, that will accrue at the Operating Advisor Fee Rate, computed on the basis of the same principal amount, on the same interest accrual basis, and for the same Interest Accrual Period respecting which any related interest payment on the Trust Loan is computed. For the avoidance of doubt, the Operating Advisor Fee will be deemed payable from the Lower-Tier REMIC.

“Operating Advisor Fee Rate”: A rate of 0.00500% (0.5000 basis points) per annum.

“Operating Advisor Standard”: As defined in Section 9.5(b) of this Agreement.

“Operating Advisor Termination Event”: As defined in Section 9.8(a) of this Agreement.

“Opinion of Counsel”: A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Servicer, the Special Servicer or the Operating Advisor, reasonably acceptable to the Trustee and the Certificate Administrator.

“Original Lower-Tier Principal Amount”: With respect to any Class of Uncertificated Lower-Tier Interests, the initial Lower-Tier Principal Amount thereof as of the Closing Date, in each case as specified in the Introductory Statement.

“Origination Date”: February 25, 2022.

“Other Asset Representations Reviewer”: Any party acting as “asset representations reviewer” (within the meaning of Item 1101(m) of Regulation AB) under an Other Pooling and Servicing Agreement.

“Other Depositor”: With respect to an Other Securitization Trust, the related “depositor” (within the meaning of Item 1101(e) of Regulation AB).

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

“Other Operating Advisor”: The applicable other “operating advisor” under an Other Pooling and Servicing Agreement relating to a Companion Loan.

“Other Operating Advisor Consultation Trigger Event”: With respect to any Regulation RR Other PSA, an “Operating Advisor Consultation Trigger Event” (or analogous concept) under such related Regulation RR Other PSA.

“Other Pooling and Servicing Agreement”: The pooling and servicing agreement or other comparable agreement governing the creation of any Other Securitization Trust and the issuance of Companion Loan Securities

“Other Securitization Determination Date” or “Non-Lead Securitization Determination Date”: With respect to any Other Securitization Trust, the “determination date” (or any term substantially similar thereto) as defined in the related Other Pooling and Servicing Agreement.

“Other Securitization Trust”: Any “issuing entity” (within the meaning of Item 1101(f) of Regulation AB) that holds any Companion Loan or REO Companion Loan (or any portion thereof or interest therein), as identified in writing to the parties to this Agreement.

“Partial Repurchase Fraction”: With respect to the Trust Loan, in connection with the repurchase of a related Severed Loan, the outstanding principal balance of the Severed Loan being repurchased, divided by the outstanding principal balance of the Trust Loan (prior to the severance and repurchase).

“Pass-Through Rate”: With respect to each Class of Regular Certificates and each Uncertificated Lower-Tier Interest, the per annum rate at which interest accrues on the Certificate Balance, Notional Amount or Lower-Tier Principal Amount, as applicable, of such Class of Regular Certificates or such Uncertificated Lower-Tier Interest, as the case may be, as set forth in the Introductory Statement.

“Payment Date”: The “Monthly Payment Date” as defined in the Mortgage Loan Agreement.

“Percentage Interest”: As to any Certificate, the percentage interest evidenced thereby in distributions required to be made with respect to the related Class. With respect to any Certificate (other than a Class R Certificate), the percentage interest is equal to the initial certificate balance or notional amount of such Certificate divided by the initial Certificate Balance or Notional Amount of the related Class. With respect to any Class R Certificates, the percentage specified on the Certificate held by the Holder of such Certificate.

“Performing Mortgage Loan”: The Mortgage Loan when no Special Servicing Loan Event has occurred and is continuing.

“Permitted Encumbrances”: As defined in the Mortgage Loan Agreement.

“Permitted Investments”: Any one or more of the following obligations or securities payable on demand or having a scheduled maturity on or before the Business Day preceding the date upon which such funds are required to be drawn (provided that funds invested by the Certificate Administrator in Permitted Investments managed or advised by the Certificate Administrator may mature on the Distribution Date) and a maximum maturity of 365 days (except for the investment in clause (viii) below), regardless of whether issued by the Depositor, the Servicer, the Trustee, the Certificate Administrator or any of their respective Affiliates and having at all times the required ratings, if any, provided for in this definition, unless each Rating Agency and Companion Loan Rating Agency shall have provided a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, relating to the Certificates and Companion Loan Securities:

(i) obligations of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality thereof; provided such obligations are backed by the full faith and credit of the United States of America including, without limitation, obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificates of beneficial ownership), the General Services Administration (participation certificates), the U.S.

Maritime Administration (guaranteed Title XI financing), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates), the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority (guaranteed transit bonds); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;

(ii) Federal Housing Administration debentures;

(iii) obligations of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit System (consolidated system wide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National Mortgage Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp. (debt obligations); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;

(iv) federal funds, unsecured certificates of deposit, time or similar deposits, bankers’ acceptances and repurchase agreements of any bank, the obligations of which are rated no less than the Applicable Xxxxx’x Permitted Investment Rating by Xxxxx’x and the Applicable DBRS Morningstar Permitted Investment Rating by DBRS Morningstar (or, if not so rated by a Rating Agency, otherwise acceptable to such Rating Agency as confirmed by receipt of a Rating Agency Confirmation from such Rating Agency); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;

(v) demand and time deposits in, or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company, savings and loan association or savings bank, the obligations of which are rated no less than the Applicable Xxxxx’x Permitted Investment Rating by Xxxxx’x and the Applicable DBRS Morningstar Permitted Investment Rating by DBRS Morningstar (or, if not so rated by a Rating Agency, otherwise acceptable to such Rating Agency as confirmed by receipt of a Rating Agency Confirmation from such Rating Agency); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if such investments have a

variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;

(vi) debt obligations issued by an entity, the obligations of which are rated no less than the Applicable Xxxxx’x Permitted Investment Rating by Xxxxx’x and the Applicable DBRS Morningstar Permitted Investment Rating by DBRS Morningstar (or, if not so rated by a Rating Agency, otherwise acceptable to such Rating Agency as confirmed by receipt of a Rating Agency Confirmation from such Rating Agency); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;

(vii) commercial paper (including both non-interest bearing discount obligations and interest bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) issued by an entity, the obligations of which are rated no less than the Applicable Xxxxx’x Permitted Investment Rating by Xxxxx’x and the Applicable DBRS Morningstar Permitted Investment Rating by DBRS Morningstar (or, if not so rated by a Rating Agency, otherwise acceptable to such Rating Agency as confirmed by receipt of a Rating Agency Confirmation from such Rating Agency); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;

(viii) units of money market mutual funds, which funds are regulated investment companies and seek to maintain a constant net asset value per share, so long as such funds (A) are rated by Xxxxx’x in its highest money market fund ratings category of “Aaa-mf” and (B) are rated by DBRS Morningstar in its highest money market fund ratings category (or, if not so rated by a Rating Agency, otherwise acceptable to such Rating Agency as confirmed by receipt of a Rating Agency Confirmation from such Rating Agency);

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

(x) any other demand, money market or time deposit, demand obligation or any other obligation, security or investment with respect to which Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, has been obtained from each Rating Agency and Companion Loan Rating Agency;

provided, however, that such instrument continues to qualify as a “cash flow investment” pursuant to Code Section 860G(a)(6) earning a passive return in the nature of interest and that no instrument or security shall be a Permitted Investment if (i) such instrument or security evidences a right to receive only interest payments, (ii) the right to receive principal and interest payments derived from the underlying investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment, (iii) the rating for such instrument or security includes an “r” designation or (iv) if such instrument may be redeemed at a price below the purchase price; and provided, further, that no amount beneficially owned by the Upper-Tier REMIC or the Lower-Tier 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 Servicer receives an Opinion of Counsel, at the expense of the party directing such Permitted Investment, to the effect that such investment will not adversely affect the status of the Upper-Tier REMIC or the Lower-Tier REMIC. Permitted Investments may not be purchased at a price in excess of par.

“Permitted Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, insurance commissions and fees, and appraisal fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to the Trust Loan, any Companion Loan or any Foreclosed Property, subject to the terms and provisions of this Agreement (including Section 3.17).

“Permitted Transferee”: Any Person or agent of such Person other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Registrar based upon 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 may cause the Lower-Tier REMIC or Upper-Tier 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, limited liability company, partnership, joint venture, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“PILOT Lease”: As defined in the Mortgage Loan Agreement.

“PILOT Lease Estoppel”: Individually or collectively, as the context may require, the following documents: (a) Estoppel Certificate, dated as of February 21, 2022, by Xxx Xxxx xx

Xxxxxxx, Xxxxxx, as issuer and landlord, in favor of Mercury Street Industrial LLC and CREFI, UBS AG, BANA, BMO and MSBNA, collectively, as lender; and (b) Estoppel Certificate, dated as of February 22, 2022, by and between The Industrial Development Board of Xxxxxxxxxx County, Tennessee, as lessor, in favor of ILPT Murfreesboro TN LLC and CREFI, UBS AG, BANA, BMO and MSBNA, collectively, as lender.

“PILOT Payments”: Any rents and other amounts required to be paid by the related Borrower(s) under the PILOT Lease.

“Plan”: As defined in Section 5.3(n).

“Plan Fiduciary”: As defined in Section 5.3(o).

“Prepayment”: Any payment of principal made by a Borrower with respect to the Mortgage Loan that is received in advance of its scheduled Payment Date, whether voluntary, by reason of the acceleration of the maturity of the Mortgage Loan or otherwise.

“Prepayment Interest Shortfall”: With respect to any Distribution Date, if the Mortgage Loan was subject to a Prepayment in full or in part during the related Collection Period, which Prepayment was applied to the Mortgage Loan prior to the Payment Date in such Collection Period, the amount of interest at the applicable Interest Rate, net of the Servicing Fee and any Default Interest, to the extent not collected from the Borrowers, that would have accrued on the Mortgage Loan on the amount of such Prepayment during the period commencing on the date as of which such Prepayment was applied to the unpaid principal balance of the Mortgage Loan and ending on the last day of the Mortgage Loan Interest Accrual Period corresponding to such Payment Date, inclusive.

“Principal Balance Certificates”: The Class A, Class B, Class C, Class D and Class HRR Certificates, collectively.

“Principal Distribution Amount”: For each Distribution Date and any Class of Principal Balance Certificates, the sum of (i) the portion of the Total Current Principal Collection Amount for such Distribution Date allocable to such Class in accordance with the definition of “Total Current Principal Collection Amount”, and (ii) any Class Principal Shortfall for the immediately preceding Distribution Date and such Class of Certificates.

“Privileged Information”: Any (i) correspondence or other communications between any applicable Consenting Party or Consulting Party, on the one hand, and the Special Servicer (or the Servicer, Trustee and/or Certificate Administrator), on the other hand, related to the Mortgage Loan following a Special Servicing Loan Event or the exercise of the consent or consultation rights of such Consenting Party or Consulting Party, as applicable, under this Agreement, (ii) strategically sensitive information that the Special Servicer has reasonably determined (and has identified in writing as privileged or confidential information) could compromise the Trust’s position in any ongoing or future negotiations with the Borrowers or other interested party, and (iii) legally privileged information (that has been identified or otherwise communicated as being subject to such privilege); provided that the summary of any Final Asset Status Report prepared pursuant to Section 3.10(h) is deemed not to be Privileged Information (although no such summary shall be made available to any Borrower Restricted Party, any

Borrower, any Property Manager, any Affiliate of a Borrower or Property Manager or any agent of any of the foregoing).

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

“Privileged Person”: The Depositor and its designees, the Initial Purchasers, the Servicer, the Special Servicer, any applicable Consenting Party, any applicable Consulting Party, any Loan Seller, the Trustee, the Certificate Administrator, the Operating Advisor, any Companion Loan Holder that delivers an Investor Certification, any person who provides the Certificate Administrator with an Investor Certification relating to access to information, any Rating Agency and any NRSRO that delivers an NRSRO Certification to the Certificate Administrator. For purposes of receiving any information or report from the Certificate Administrator’s Website, other than Distribution Date Statements only, any Borrower Restricted Party shall be deemed to not be a “Privileged Person.”

“Properties”: As defined in the Mortgage Loan Agreement.

“Property”: An “Individual Property” as defined in the Mortgage Loan Agreement.

“Property Manager”: A “Manager” as defined in the Mortgage Loan Agreement.

“Property Protection Advances”: As defined in Section 3.23(b).

“PTCE”: Prohibited Transaction Class Exemption.

“Qualified Bidder”: As defined in Section 7.2.

“Qualified Certificate Administrator”: An institution (i) that is 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, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority, (ii) that has a rating on its long term senior unsecured debt or a long term issuer rating of least “Baa3” by Xxxxx’x (or such other rating with respect to which Xxxxx’x has provided a Rating Agency Confirmation), (iii) that has a long term unsecured debt rating or issuer rating of at least

“BBB(high)” by DBRS Morningstar provided that Computershare Trust Company, National Association will be deemed to have met the eligibility requirement in this clause (iii) so long as it maintains an issuer credit rating of at least “BBB” by any NRSRO or such other rating with respect to which DBRS Morningstar has provided a Rating Agency Confirmation, and (iv) that is not the Third Party Purchaser or a Risk Retention Affiliate of the Third Party Purchaser.

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

“Qualified Manager”: As defined in the Mortgage Loan Agreement.

“Qualified Mortgage”: A “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, without regard to the rule of Treasury Regulation Section 1.860G-2(f)(2) which causes a defective mortgage loan to be treated as a “qualified mortgage”.

“Qualified Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements applicable to special servicers in this Agreement (including, without limitation, the requirements of Section 6.4(a)), (ii) is not the Operating Advisor or an Affiliate of the Operating Advisor, (iii) is not obligated to pay the Operating Advisor or any Affiliate thereof (x) any fees or otherwise compensate the Operating Advisor or any Affiliate thereof in respect of its obligations under this Agreement (other than any amounts that the Servicer (if it is, or is an Affiliate of, the replacement special servicer) is required to pay or remit to the Operating Advisor in accordance with this Agreement) or (y) for the appointment of the successor Special Servicer or the recommendation by the Operating Advisor for the replacement special servicer to become the Special Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor, (v) does not have an arrangement with the Operating Advisor providing that the Operating Advisor is entitled to receive any compensation from the special servicer for such replacement, appointment or recommendation, (vi) is not entitled to receive any fee from the Operating Advisor for its appointment as successor Special Servicer, in each case, unless expressly approved by 100% of the Certificateholders, (vii) is not a current or former Operating Advisor or any Affiliate of such current or former Operating Advisor and (viii) is not a Borrower Restricted Party.

“Qualified Trustee”: An institution (i) that is 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, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority, (ii) that has either (A) a rating on its long term senior unsecured debt of at least “A2” by Xxxxx’x (provided, however, that Wilmington Trust, National Association as the initial trustee will be deemed to have met the eligibility requirements in this clause (ii)(A) for so long as (a) it has a rating on its unsecured long-term debt of at least “Baa3” by Xxxxx’x or a rating on its short-term debt of at least “P-2” by Xxxxx’x, and (b) the Servicer has a rating on its unsecured long-term debt of at least “A2” by Xxxxx’x or a rating on its short-term unsecured debt of at least “P-1” by Xxxxx’x), or (B) a long term counterparty risk assessment of at least “A2(cr)” by Xxxxx’x (or such other rating with respect to which Xxxxx’x has provided a Rating Agency Confirmation), (iii) that has a long term unsecured debt rating of at least “A” by DBRS Morningstar (or such other rating with respect to

which DBRS Morningstar has provided a Rating Agency Confirmation) or, if not rated by DBRS Morningstar, at least an equivalent rating by two other NRSROs, (iv) as to which neither Xxxxx’x nor DBRS Morningstar has withdrawn, qualified or downgraded its rating of securities in a commercial mortgage loan securitization as a result of the performance by the Trustee, (v) that is not an Affiliate of the Servicer or the Special Servicer, and (vi) that is not the Third Party Purchaser or a Risk Retention Affiliate of the Third Party Purchaser.

“Rated Final Distribution Date”: With respect to the Class A, Class X, Class B, Class C, Class D and Class HRR Certificates, the Distribution Date in March 2044. The Class R Certificates do not have a Rated Final Distribution Date.

“Rating Agency”: Each of Xxxxx’x and DBRS Morningstar.

“Rating Agency Confirmation”: With respect to any matter arising under this Agreement, confirmation in writing (which may be in electronic form) by a Rating Agency that a proposed action, failure to act or other event specified in this Agreement or the Mortgage Loan Documents shall not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated by such Rating Agency); provided that if a written waiver or other acknowledgment (which may be in electronic form) is received from a Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought, then the requirement to obtain Rating Agency Confirmation for such matter at such time shall be deemed to have been satisfied with respect to such Rating Agency.

“Rating Agency Inquiry”: As defined in Section 4.5(d).

“Rating Agency Q&A Forum and Document Request Tool”: As defined in Section 4.5(d).

“Rating Agency Surveillance Fees”: Individually or collectively, as the context may require, the DBRS Morningstar Surveillance Fee or the Xxxxx’x Surveillance Fee.

“Realized Loss”: With respect to any Distribution Date, the amount, if any, by which (a) the aggregate of the Certificate Balances of the Principal Balance Certificates after giving effect to distributions of principal made on such Distribution Date, exceeds (b) the outstanding principal balance of the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Mortgage Loan) immediately following the related Determination Date after giving effect to (i) any payments and other collections of principal received with respect to the Trust Loan during the Collection Period related to such Distribution Date and (ii) any reduction of the principal balance of the Trust Loan that has been permanently made during the Collection Period related to such Distribution Date as a result of a bankruptcy proceeding, modification or otherwise.

“Record Date”: With respect to each Certificate for any Distribution Date, the last Business Day of the calendar month immediately preceding the calendar month in which such Distribution Date occurs; provided, that in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date.

“Restricted Account”: As defined in the Mortgage Loan Agreement.

“Restricted Account Agreement”: As defined in the Mortgage Loan Agreement.

“Regular Certificates”: The Class A, Class X, Class B, Class C, Class D and Class HRR Certificates, collectively.

“Regulation AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100 229.1125, as such rules may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time, in each case as effective from time to time as of the compliance dates specified therein. Each of the parties hereto acknowledge that the Regulation AB provisions herein shall be construed as if the Certificates were publicly registered and reporting were required at all times.

“Regulation RR Other PSA”: As defined in Section 3.31.

“Regulation S”: Regulation S under the Act.

“Regulation S Global Certificate”: As defined in Section 5.2(a).

“Regulatory Agencies”: The Office of the Comptroller of the Currency; the Board of Governors of the Federal Reserve System; the Federal Deposit Insurance Corporation; the Federal Housing Finance Agency; the Securities and Exchange Commission; and the Department of Housing and Urban Development.

“Related Certificates,” “Related Trust Loan Component” and “Related Uncertificated Lower-Tier Interest”: For each of the following Uncertificated Lower-Tier Interests, the related Class of Principal Balance Certificates or the Related Trust Loan Component set forth below in the same row, for each of the following Classes of Principal Balance Certificates, the related Uncertificated Lower-Tier Interest or the Related Trust Loan Component set forth below in the same row, and for each of the following Trust Loan Components, the related Class of Principal Balance Certificates or the related Uncertificated Lower Tier Interest set forth below in the same row.

Related Certificates	Related Uncertificated Lower-Tier Interest	Related Trust Loan Component
Class A Certificates	Class LA Uncertificated Interest	Trust Loan Component A
Class B Certificates	Class LB Uncertificated Interest	Trust Loan Component B
Class C Certificates	Class LC Uncertificated Interest	Trust Loan Component C
Class D Certificates	Class LD Uncertificated Interest	Trust Loan Component D
Class HRR Certificates	Class LHRR Uncertificated Interest	Trust Loan Component HRR

“Relevant Action”: As defined in Section 3.27(b) of this Agreement.

“Relevant Distribution Date”: With respect to any Significant Obligor with respect to an Other Securitization Trust, the “Distribution Date” (or an analogous concept) under the related Other Pooling and Servicing Agreement.

“REMIC”: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.

“REMIC Provisions”: Provisions of the Code relating to “real estate mortgage investment conduits,” including Sections 860A through 860G of the Code.

“Remittance Date”: With respect to any Distribution Date, the Business Day immediately preceding such Distribution Date; provided that, solely for purposes of remittances and the delivery of monthly reports (including, without limitation, CREFC^® Reports) with respect to any Companion Loan held by an Other Securitization Trust, the Remittance Date shall be the Business Day following the later of (A) the related Other Securitization Determination Date and (B) the Payment Date.

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

“REO Companion Loan”: Any Companion Loan if and to the extent that one or more Properties has become a Foreclosed Property, as described in Section 3.12(g).

“REO Management Fee”: As to any Property when it is a Foreclosed Property, a fee payable out of the Foreclosed Property Account to the Successor Manager for managing such Property while it is owned by the Trust, which shall be reasonable and customary in the market in which such Property is located.

“REO Mortgage Loan”: The Mortgage Loan if and to the extent that one or more Properties has become a Foreclosed Property, as described in Section 3.12(g).

“REO Trust Loan”: The Trust Loan if and to the extent that one or more Properties has become a Foreclosed Property, as described in Section 3.12(g).

“Reportable Event”: As defined in Section 13.6 of this Agreement.

“Reporting Servicer”: The Servicer, the Special Servicer or a Servicing Function Participant engaged by any such party, as the case may be.

“Repurchase Price”: (a) With respect to the Trust Loan (or the Trust’s interest in any Foreclosed Properties), an amount (without duplication) equal to the sum of (i) the unpaid principal balance of the Trust Loan (or, in the case of a repurchase of a Severed Loan, the Allocated Mortgage Loan Amount of the subject Property or Foreclosed Property, to the extent of the Trust Loan’s allocable share) less any portion of any Loss of Value Payment then on deposit in the Loss of Value Reserve Fund allocable to pay principal of the Trust Loan (or REO Trust Loan), (ii) accrued and unpaid interest on the Trust Loan at the weighted average Interest Rate of the related Trust Loan Components (without regard to the Default Rate) to and including the last day of the related Mortgage Loan Interest Accrual Period in which the repurchase is to occur (or, in

the case of a repurchase of a Severed Loan, an amount equal to the aggregate accrued and unpaid interest at such rate on the portion(s) of the amount in clause (i) being reduced from the principal balance of the Trust Loan as a result of the application of release of cross-collateralization provisions), (iii) unreimbursed Property Protection Advances and Administrative Advances with respect to the Trust Loan together with interest on such Advances (or in the case of a repurchase of a Severed Loan, the sum of (1) any unreimbursed Administrative Advances and Property Protection Advances reasonably attributable to the subject Property or Foreclosed Property together with interest on such Advances and (2) an amount equal to the product of (x) the Partial Repurchase Fraction multiplied by (y) any unreimbursed Administrative Advances and Property Protection Advances not reasonably attributable specifically in respect of any particular Property or Foreclosed Property together with interest on such Advances), (iv) an amount equal to all interest on outstanding Monthly Interest Payment Advances (or in the case of a repurchase of a Severed Loan, an amount equal to the Partial Repurchase Fraction multiplied by the aggregate amount of interest on outstanding Monthly Interest Payment Advances), (v) any unpaid Trust Fund Expenses (or in the case of a repurchase of a Severed Loan, the sum of (1) any unpaid Trust Fund Expenses reasonably attributable to any particular Property or Foreclosed Property plus (2) an amount equal to the product of (x) the Partial Repurchase Fraction multiplied by (y) any unpaid Trust Fund Expenses not reasonably attributable to any particular Property or Foreclosed Property) and (vi) any other expenses reasonably incurred or expected to be incurred by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator arising out of the enforcement of the repurchase obligation, including, without limitation, Liquidation Fees with respect to the Trust Loan to the extent set forth in the definition of “Liquidation Fee”; provided, that the amounts set forth above shall exclude any amounts not allocable to the Trust Loan in accordance with the Co-Lender Agreement; and (b) with respect to any repurchase by a single Loan Seller of its Loan Seller Percentage Interest in the Trust Loan (or in a Severed Loan), the related Loan Seller Percentage Interest of the related Repurchase Price for the Trust Loan (or such Severed Loan) as described in clause (a). No Liquidation Fee shall be paid by a Loan Seller in connection with a repurchase of such Loan Seller’s Loan Seller Percentage Interest in the Trust Loan (or in a Severed Loan) due to a Material Breach or a Material Document Defect pursuant to the related Trust Loan Purchase Agreement (so long as such repurchase occurs within the cure period required under the related Trust Loan Purchase Agreement, not to exceed 180 days).

“Repurchase Request”: As defined in Section 2.2(d).

“Repurchase Request Recipient”: As defined in Section 2.2(d).

“Requesting Holders”: As defined in Section 3.7(f).

“Requesting Party”: As defined in Section 3.27.

“Required Advance Amount”: With respect to any Distribution Date, an amount equal to (a) the amount of the Monthly Interest Payment Advance (taking into account any Appraisal Reduction Amount as of such Distribution Date) that would be required to be made with respect to the Trust Loan on the related Remittance Date by the Servicer had the Borrower not made any portion of the Monthly Debt Service Payment Amount (or Assumed Monthly Interest Payment) for the related Payment Date or Assumed Payment Date less (b) the aggregate compensation payable on such Remittance Date to the Certificate Administrator in respect of the

Trustee/Certificate Administrator Fee (including the portion thereof that is the Trustee Fee), to the Operating Advisor in respect of the Operating Advisor Fee and to CREFC^® in respect of the CREFC^® Licensing Fee.

“Reserve Accounts”: One or more accounts required to be established pursuant to the terms of the Mortgage Loan Agreement for the purposes of holding the Reserve Funds.

“Reserve Funds”: As defined in the Mortgage Loan Agreement.

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

“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 also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, and (ii) the Certificate Administrator, any officer assigned to the Global Transaction Services group, with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other officer to whom a particular matter is referred by the Certificate Administrator because of such officer’s knowledge of and familiarity with the particular subject, and in the case of any certification or other document required to be signed by a Responsible Officer, an authorized signatory whose name and specimen signature appears on a list furnished to the Servicer or the Special Servicer, as applicable, by the Trustee or the Certificate Administrator, as applicable, as such list may from time to time be amended.

“Restricted Holder”: Any Certificateholder, beneficial owner of a Certificate or prospective purchaser of a Certificate (whether legally, beneficially or otherwise) or any other Person that, in each case, is a holder of a related mezzanine loan (or any Affiliate, manager or agent thereof) or an owner of any interest in any related mezzanine loan (whether legally, beneficially or otherwise, including as a holder of a note evidencing a related mezzanine loan, a holder of a participation interest in a related mezzanine loan or a beneficial owner of any interest in a related mezzanine loan or any securities collateralized by a related mezzanine loan) (i) as to which an event of default has occurred under such mezzanine loan giving rise to an automatic acceleration of such mezzanine loan or the right of the lender thereunder to accelerate such mezzanine loan, or (ii) as to which foreclosure proceedings against the related collateral have been initiated.

“Restricted Party”: As defined in the Mortgage Loan Agreement.

“Restricted Period”: As defined in Section 5.2(a).

“Retained Servicing Fee Rate”: Subject to Section 7.2, an amount agreed to by the Servicer and any successor Servicer on a Servicing-Retained Bid.

“Retaining Party”: The Third Party Purchaser, acting as holder of the HRR Interest, and any successor holder of all or part of the HRR Interest.

“Retaining Sponsor”: CREFI, acting as retaining sponsor as such term is defined under 12 C.F.R. §43.2 of the U.S. Credit Risk Retention Rules.

“Reverse Sequential Order”: With respect to the allocation of Realized Losses to the respective Classes of Principal Balance Certificates on any Distribution Date, to the Class HRR, Class D, Class C, Class B and Class A Certificates, in that order, until such Realized Loss is allocated in full.

“Risk Retention Affiliate” or “Risk Retention Affiliated”: An “affiliate of” or to be “affiliated with,” as such terms are defined in 12 C.F.R. §43.2 of the U.S. Credit Risk Retention Rules.

“RR Interest”: The HRR Interest.

“Rule 144A”: As defined in Section 5.2(b).

“Rule 144A Global Certificate”: As defined in Section 5.2(b).

“Rule 15Ga-1 Notice”: As defined in Section 2.2(d).

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

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

“Xxxxxxxx-Xxxxx Certification”: With respect to an Other Securitization Trust, the certification required to be filed together with such Other Securitization Trust’s Exchange Act report on Form 10-K pursuant to Rule 13a-14 and Rule 15d-14 of the Exchange Act.

“Senior Note”: As defined in the Preliminary Statement.

“Senior Trust Note”: As defined in the Preliminary Statement.

“Sequential Order”: (a) When used with respect to the Regular Certificates, and in each case subject to reduction based on any reduction in Available Funds, the following priorities: (i) with respect to payments in respect of interest on the Classes of Regular Certificates on any Distribution Date, first, to the Class A and Class X Certificates, pro rata, based on the interest entitlement of each such Class of Certificates with respect to such Distribution Date, then to the Class B, Class C, Class D and Class HRR Certificates, in that order, in each case until the interest payable to each such Class is paid in full; and (ii) with respect to payments in respect of principal

on, or any Realized Losses reimbursable to, the Classes of Principal Balance Certificates on any Distribution Date, to the Class A, Class B, Class C, Class D and Class HRR Certificates, in that order, in each case until the principal payable or the Realized Losses reimbursable to each such Class is paid or reimbursed in full; provided, that the foregoing order in clauses (i) and (ii) above is subject to the priority of payments specified in Section 4.1(a); and (b) when used with respect to the Trust Loan, the following priorities: (i) with respect to payments of interest allocated to the Trust Loan on any Payment Date, to the Trust Loan Components in alphabetical order by Trust Loan Component designation, in each case until the interest payable on each Trust Loan Component is paid in full; and (ii) with respect to payments of principal allocated to the Trust Loan on any Payment Date, to the Trust Loan Components in alphabetical order by Trust Loan Component designation, in each case until the principal payable on each Trust Loan Component is paid in full.

“Servicer”: Berkadia Commercial Mortgage LLC, in its capacity as servicer, or if any successor Servicer is appointed as herein provided, such successor Servicer.

“Servicer Customary Expense”: As defined in Section 3.17.

“Servicer Termination Event”: As defined in Section 7.1(a).

“Servicer’s Website”: The internet website of the Servicer, initially located at xxx.xxxxxxxx.xxx.

“Service(s)” or “Servicing”: In accordance with Regulation AB, the act of servicing, managing and administering the Mortgage Loan or any other assets of the Trust by an entity (other than the Certificate Administrator or the Trustee) that meets the definition of “servicer” set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set forth in Item 1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this term shall have the meaning commonly understood by participants in the commercial mortgage-backed securities industry.

“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 L hereto.

“Servicing Fee”: With respect to the Trust Loan, the Companion Loan(s) and any REO Trust Loan and REO Companion Loan(s), a fee payable monthly to the Servicer pursuant to Section 3.17, that will accrue at the Servicing Fee Rate, computed on the basis of the same principal amount, on the same interest accrual basis, and for the same Interest Accrual Period respecting which any related interest payment on the Trust Loan, such Companion Loan, such REO Trust Loan or such REO Mortgage Loan, as the case may be, is, or would have been, computed. For the avoidance of doubt, the Servicing Fee will be deemed payable from the Lower-Tier REMIC.

“Servicing Fee Rate”: (i) With respect to the Trust Loan or any REO Trust Loan, 0.023750% (2.375 basis point) per annum and (ii) with respect to any Companion Loan or REO Companion Loan, 0.013750% (1.375 basis points) per annum.

“Servicing Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Trustee, the Certificate Administrator, the Servicer and the Special Servicer, that is performing activities that address the Applicable Servicing Criteria as of any date of determination.

“Servicing Officer”: Any officer of the Servicer or the Special Servicer involved in, or responsible for, the administration and servicing of the Trust Loan whose name and specimen signature appear on a list of servicing officers furnished to the Trustee and the Certificate Administrator on the Closing Date by the Servicer or the Special Servicer, as applicable, in the form of an Officer’s Certificate, as such list may from time to time be amended.

“Servicing Personnel”: As defined in Section 6.5.

“Servicing-Released Bid”: As defined in Section 7.2(b).

“Servicing-Retained Bid”: As defined in Section 7.2(b).

“Severed Loan”: As defined in Section 2.9(d).

“Significant Obligor”: As defined in Section 13.10.

“Significant Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter of any calendar year) and each Significant Obligor, the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately following the date by which the Borrower is required to deliver quarterly financial statements to the lender under the Mortgage Loan Agreement in connection with such calendar quarter.

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

“SPE Component Entity”: As defined in the Mortgage Loan Agreement.

“Special Notice”: As defined in Section 5.6.

“Special Servicer”: Situs Holdings, LLC, in its capacity as special servicer, or its successor-in-interest, or if any successor Special Servicer is appointed as herein provided, such successor Special Servicer.

“Special Servicer Customary Expenses”: As defined in Section 3.17.

“Special Servicer Termination Event”: As defined in Section 7.1(a).

“Special Servicing Fee”: With respect to the Specially Serviced Mortgage Loan or REO Mortgage Loan, a fee payable monthly to the Special Servicer equal to an amount computed on the basis of the same principal amount, in the same manner and for the same period respecting which any related interest payment on such Specially Serviced Mortgage Loan is (or would have been) computed, at a rate of 0.15% (15 basis points) per annum, until all Special Servicing Loan

Events no longer exist. Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable to the Special Servicer under this Agreement. For the avoidance of doubt, the Special Servicing Fee will be deemed payable from the Lower-Tier REMIC.

“Special Servicing Loan Event”: With respect to the Trust Loan or any Companion Loan, (i) any Borrower has not made two consecutive Monthly Debt Service Payment Amounts (and has not cured at least one such delinquency by the next Payment Date under the Mortgage Loan Documents) in respect of the Trust Loan or any Companion Loan; (ii) the Servicer and/or the Trustee has made two consecutive Monthly Interest Payment Advances with respect to the Trust Loan (regardless of whether such Monthly Interest Payment Advances have been reimbursed); (iii) the Borrowers fail to make the Balloon Payment when due, and the Borrowers have not delivered to the Servicer (who shall promptly deliver a copy to the Special Servicer and the Operating Advisor), on or before the due date of such Balloon Payment, a written and binding (a) refinancing commitment, (b) letter of intent or (c) term sheet, in each case from an acceptable lender, or signed purchase agreement from an acceptable purchaser, in each case reasonably satisfactory in form and substance to the Servicer that provides that a refinancing or sale of the Properties shall occur within 120 days after the date on which such Balloon Payment becomes due (provided that a Special Servicing Loan Event shall occur if either (x) such refinancing or sale, as applicable, does not occur before the expiration of the time period for refinancing or sale, as applicable, specified in such binding commitment, letter of intent, term sheet or purchase agreement or (y) the Servicer and/or the Trustee is required to make a Monthly Interest Payment Advance at any time prior to such refinancing or sale, as applicable); (iv) the Servicer has received notice that a Borrower has (a) become the subject debtor of any bankruptcy, insolvency or similar proceeding or made an assignment for the benefit of creditors, or (b) admitted in writing the inability to pay its debts as they come due; (v) the Servicer has received notice of a foreclosure or threatened foreclosure of any lien on a Property; (vi) any Borrower has expressed in writing to the Servicer an inability to pay the amounts owed under the Mortgage Loan in a timely manner, (vii) in the judgment of the Servicer in accordance with Accepted Servicing Practices, a default in the payment of principal or interest under the Trust Loan or any Companion Loan is reasonably foreseeable; or (viii) a default under the Trust Loan or any Companion Loan of which the Servicer has notice (other than a failure by the Borrowers to pay principal or interest) and that materially and adversely affects the interests of the Certificateholders or the Companion Loan Holder(s) has occurred and remains unremedied for the applicable grace period specified in the Mortgage Loan Documents (or, if no grace period is specified, 60 days); provided, that a Special Servicing Loan Event shall cease (a) with respect to the circumstances described in clauses (i), (ii) and (iii) above, when the Borrowers have brought the Mortgage Loan current and with respect to clauses (i) and (ii) above, thereafter made three consecutive full and timely Monthly Debt Service Payment Amounts on the Trust Loan or any Companion Loan, as applicable, in each case, including pursuant to the work-out of the Mortgage Loan, or (b) with respect to the circumstances described in clauses (iv), (v), (vi), (vii) and (viii) above, when such circumstances cease to exist in the judgment of the Special Servicer (consistent with Accepted Servicing Practices); provided, in any case, that at that time no other circumstance exists (as described above) that would constitute a Special Servicing Loan Event (in such circumstances, the Mortgage Loan shall be a “Corrected Mortgage Loan”); provided, further that if a Special Servicing Loan Event exists with respect to the Trust Loan or any Companion Loan, it shall be considered to exist with respect to the entire Mortgage Loan.

“Specially Serviced Mortgage Loan”: The Mortgage Loan during the occurrence of a Special Servicing Loan Event.

“Startup Day”: As defined in Section 12.1(c).

“Subcontractor”: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the mortgage backed securities industry) of the Mortgage Loan but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to the Mortgage Loan under the direction or authority of the Servicer (or a Sub-Servicer of the Servicer), the Special Servicer (or a Sub-Servicer of the Special Servicer) or an Additional Servicer (or a Sub-Servicer of an Additional Servicer).

“Sub-Servicer”: Any Person that (i) Services the Mortgage Loan on behalf of the Servicer, Special Servicer or any Sub-Servicer and (ii) is responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of all or a material portion of the Servicing functions required to be performed by the Servicer, the Special Servicer or an Additional Servicer, under this Agreement, with respect to the Mortgage Loan.

“Successful Bidder”: As defined in Section 7.2(b).

“Successor Manager”: Any Independent Contractor as selected or retained by the Special Servicer, on behalf of the Trustee for the benefit of the Trust and the Companion Loan Holder(s), to serve as manager of a Foreclosed Property, which designation, as evidenced by written confirmation from each Rating Agency, shall not result in the downgrade, withdrawal or qualification of the ratings assigned to the Certificates by such Rating Agency.

“Temporary Regulation S Global Certificate”: As defined in Section 5.2(a).

“Terminated Party”: As defined in Section 7.1(f).

“Terminating Party”: As defined in Section 7.1(f).

“Third Party Purchaser”: Any Person that purchases the HRR Interest in accordance with this Agreement and applicable laws and regulations; provided that if there are multiple Holders of the HRR Interest then “Third Party Purchaser” shall mean, individually and collectively, those multiple Holders.

“Total Current Principal Collection Amount”: For each Distribution Date, the aggregate of all amounts collected in respect of, or otherwise allocable to, principal that are received during the related Collection Period with respect to the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust Loan), including, without limitation, in the form of Prepayments, the principal portion of the Balloon Payment, the principal portion of any Repurchase Price or Loss of Value Payments, all amounts received in respect of, or allocable to, principal from Net Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds or income from a Foreclosed Property or any other amounts received in respect of, or allocable to, principal on the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust Loan) during the related Collection Period. The Total Current

Principal Collection Amount for any Distribution Date will be allocable to the respective Classes of the Principal Balance Certificates in Sequential Order, in each such case up to the amount necessary to reduce the related Certificate Balance outstanding immediately prior to such Distribution Date to zero (taking into account the Class Principal Shortfall in respect of the immediately preceding Distribution Date for the subject Class of Certificates).

“Transaction Parties”: As defined in Section 5.3(o).

“Transferee Affidavit”: As defined in Section 5.3(p)(ii).

“Transferor Letter”: As defined in Section 5.3(p)(ii).

“Treasury Regulations”: Applicable final or temporary regulation of the U.S. Department of the Treasury.

“Trust”: The trust formed pursuant to this Agreement to be designated ILPT Commercial Mortgage Trust 2022-LPFX.

“Trust Fund”: The corpus of the Trust created by this Agreement, consisting of (i) the Trust Notes together with (to the extent that the documents, agreements and instruments therein evidence, secure, guarantee or otherwise relate to the Trust Loan) the Mortgage Loan File relating thereto (and excluding the original Companion Loan Note(s)); (ii) all scheduled and unscheduled payments on or collections in respect of the Trust Notes; (iii) any Foreclosed Property; (iv) all revenues received in respect of any Foreclosed Property (exclusive of any portion thereof payable to the Companion Loan Holder(s)); (v) the Servicer’s, Special Servicer’s and the Trustee’s rights under the insurance policies with respect to the Properties required to be maintained pursuant to this Agreement and any proceeds thereof (exclusive of any portion thereof payable to the Companion Loan Holder(s)); (vi) to the extent they secure, guarantee or otherwise relate to the Trust Loan, any Collateral Security Documents; (vii) to the extent they secure, guarantee or otherwise relate to the Trust Loan, any indemnities or guaranties given as additional security for the Trust Notes; (viii) all funds (exclusive of any portion thereof payable to the Companion Loan Holder(s)) deposited in the Collection Account, the Interest Reserve Account, the Distribution Account and the Yield Maintenance Premiums Distribution Account, including any reinvestment income thereon (except as otherwise provided herein); (ix) to the extent they secure, guarantee or otherwise relate to the Trust Loan, any environmental indemnity agreements relating to the Properties; (x) the rights and remedies of the Depositor under each Trust Loan Purchase Agreement (other than Sections 7(f), 7(h) and 7(i) thereof); (xi) to the extent they secure, guarantee or otherwise relate to the Trust Loan, the security interest in the Reserve Accounts granted pursuant to Section 2.1; (xii) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC; (xiii) the Uncertificated Lower-Tier Interests; (xiv) the Loss of Value Reserve Fund; (xv) the ILPT 2022-LPFX – Rating Agency Surveillance Reserve Account; and (xvi) the proceeds of any of the foregoing.

“Trust Fund Expenses”: Any unanticipated expenses and certain other default-related expenses incurred by the Trust and/or the Trust Fund (including, without limitation, all Advance Interest and all Borrower Reimbursable Trust Fund Expenses, to the extent not reimbursed by any Borrower Related Party) and all other amounts (such as indemnification

payments, but excluding Advances, the Servicing Fee, the Operating Advisor Fee and the Trustee/Certificate Administrator Fee) permitted to be retained, reimbursed or withdrawn by (or remitted to) the Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Certificate Administrator, as applicable, from the Collection Account, a Foreclosed Property Account or the Distribution Account pursuant to this Agreement.

“Trust Loan”: As defined in the Introductory Statement.

“Trust Loan Component”: Any of the Trust Loan Component A, Trust Loan Component B, Trust Loan Component C, Trust Loan Component D, Trust Loan Component E, Trust Loan Component F, Trust Loan Component G and Trust Loan Component HRR.

“Trust Loan Component A”: “Component A”, as such term is defined or described in the Mortgage Loan Agreement.

“Trust Loan Component B”: “Component B”, as such term is defined or described in the Mortgage Loan Agreement.

“Trust Loan Component C”: “Component C”, as such term is defined or described in the Mortgage Loan Agreement.

“Trust Loan Component D”: “Component D”, as such term is defined or described in the Mortgage Loan Agreement.

“Trust Loan Component HRR”: “Component H-RR”, as such term is defined or described in the Mortgage Loan Agreement.

“Trust Loan Note”: As defined in the Introductory Statement.

“Trust Loan Purchase Agreement”: As defined in the Introductory Statement.

“Trust Note”: As defined in the Introductory Statement.

“Trustee”: Wilmington Trust, National Association, in its capacity as trustee, or if any successor Trustee is appointed as herein provided, such Trustee.

“Trustee/Certificate Administrator Fee”: With respect to any Distribution Date, will be an amount payable monthly from amounts received or advanced in respect of the Trust Loan allocable to interest (other than Default Interest) and will accrue at the Trustee/Certificate Administrator Fee Rate, calculated on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period and computed on the basis of the same principal amount, in the same manner and for the same period respecting which any related interest payment on the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Mortgage Loan) is computed, using the same interest accrual basis as the Trust Loan. A portion of the Trustee/Certificate Administrator Fee, namely the Trustee Fee, will be payable to the Trustee. For the avoidance of doubt, the Trustee/Certificate Administrator Fee will be deemed to be payable from the Lower-Tier REMIC.

“Trustee/Certificate Administrator Fee Rate”: A rate of 0.011600% (1.1600 basis points) per annum, which is inclusive of the Trustee Fee Rate.

“Trustee Fee”: The portion of the Trustee/Certificate Administrator Fee payable monthly by the Certificate Administrator to the Trustee pursuant to Section 8.5 in an amount agreed to between the Trustee and Certificate Administrator. The Certificate Administrator is responsible for the payment of the Trustee Fee.

“Trustee Fee Rate”: The per annum rate at which the Trustee Fee is calculated.

“Trust REMIC”: Each of the Lower-Tier REMIC and the Upper-Tier REMIC.

“UBS AG”: As defined in the Introductory Statement hereto.

“UBS AG Trust Loan Purchase Agreement”: As defined in the Introductory Statement hereto.

“Uncertificated Lower-Tier Interest”: Any of the Class LA, Class LB, Class LC, Class LD and LHRR Uncertificated Interests.

“Underwriter Exemption”: Any of (a) Prohibited Transaction Exemption 91-23 (April 18, 1991), granted to a predecessor of Citigroup Global Markets Inc., (b) Prohibited Transaction Exemption 91-22 (April 18, 1991), granted to a predecessor of UBS Securities LLC, (c) Prohibited Transaction Exemption 93-31 (May 14, 1993), granted to a predecessor of BofA Securities, Inc., (d) Prohibited Transaction Exemption 2006-07 (June 2, 2006), granted to a predecessor of BMO Capital Markets Corp. and (e) Prohibited Transaction Exemption 90-24 (May 17, 1990), granted to Xxxxxx Xxxxxxx & Co. LLC, each as amended by Prohibited Transaction Exemption 2013-08 (July 9, 2013), and as may be further amended by the Department of Labor from time to time.

“Uninsured Cause”: Any cause of damage to property of the Borrower Related Parties subject to the Mortgages such that the complete restoration of such property is not fully reimbursable (but without regard to any applicable deductible provisions) by any insurance policy required to be maintained with respect thereto pursuant to the terms of the Mortgage Loan Documents or this Agreement.

“Unscheduled Payments”: With respect to any Distribution Date, all payments and collections received with respect to the Mortgage Loan or upon foreclosure or liquidation of any Property (net of related foreclosure expenses and Liquidation Expenses) during the related Collection Period including, but not limited to, prepayments due to acceleration of the Mortgage Loan, Net Liquidation Proceeds, Net Proceeds, Net Foreclosure Proceeds, Condemnation Proceeds, Insurance Proceeds, voluntary prepayments and other payments and collections on the Mortgage Loan not scheduled to be received, other than Monthly Debt Service Payment Amounts, the Balloon Payment or Yield Maintenance Premiums.

“Upper-Tier Distribution Account”: A subaccount of the Distribution Account, which will be an asset of the Trust Fund and the Upper-Tier REMIC.

“Upper-Tier REMIC”: One of the two separate REMICs comprising the Trust Fund, the assets of which consist of the Uncertificated Lower-Tier Interests and such amounts as will from time to time be held in the Upper-Tier Distribution Account and the Yield Maintenance Premiums Distribution Account.

“U.S. Credit Risk Retention Rules”: The final credit risk retention rule issued by the Office of the Comptroller of the Currency (appearing at 12 CFR § 43.1, et seq.) that adopted the joint final rule promulgated by the Regulatory Agencies (appearing at 79 F.R. 77601; pages 77740-77766) to implement the credit risk retention requirements of Section 15G of the Securities Exchange Act of 1934, as added by Section 941 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as such rule may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Regulatory Agencies in the adopting release (79 FR 77601 et seq.) or by the staff of any such agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective from time to time.

“U.S. Securities Person”: A “U.S. person” within the meaning of Rule 902(k) under the Act.

“U.S. Tax Person”: A Person that is (i) a citizen or resident alien of the United States, (ii) a corporation, partnership (except as provided in applicable Treasury regulations) or other entity created or organized in or under the laws of the United States, any State or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, (iii) an estate whose income is subject to United States federal income tax regardless of the source of its income, (iv) 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 a U.S. Tax Person) and (v) any other Person that is disregarded as separate from its owner for U.S. federal income tax purposes and whose owner is described in clauses (i) through (iv) above.

“Voting Rights”: The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of Certificates. At any time that any Certificates are outstanding, the Voting Rights shall be allocated among the respective Classes of Regular Certificates as follows: (1)(x) except as described in subclause (y) of this clause (1), 2% to the Class X Certificates, and (y) 0% to the Class X Certificates if the Notional Amount of such Class has been reduced to zero and also in the case of votes pertaining to terminating and replacing the Special Servicer as described in Section 7.1 or the Operating Advisor as described in Section 9.8; and (2) in the case of any Class of Principal Balance Certificates, a percentage equal to the product of (x) the percentage of Voting Rights remaining after allocations in clause (1) above, and (y) a fraction (expressed as a percentage), the numerator of which is equal to the Certificate Balance (and in connection with any vote (including to establish a Certificateholder Quorum) to terminate or replace the Special Servicer (other than based on the recommendation of the Operating Advisor) or the Operating Advisor under this Agreement, taking into account any notional reductions in the Certificate Balances for Appraisal Reduction Amounts allocated to the Certificates) of the Class determined as of the prior Distribution Date, and the denominator of which is equal to the aggregate Certificate Balance (and in connection with any vote (including to establish a Certificateholder Quorum) to terminate or replace the Special Servicer (other than based on the

recommendation of the Operating Advisor) or the Operating Advisor under this Agreement, taking into account any notional reductions in the Certificate Balances for Appraisal Reduction Amounts allocated to the Certificates) of all Classes of Principal Balance Certificates, in each case determined as of the prior Distribution Date. The Voting Rights of any Class of Certificates shall be allocated among Certificateholders of such Class in proportion to their respective Percentage Interests. The Class R Certificates shall not be entitled to any Voting Rights.

“Withheld Amounts”: As defined in Section 3.3(b) of this Agreement.

“Work-out Fee”: A fee payable to the Special Servicer pursuant to Section 3.17 equal to 0.25% of each payment of principal and interest (other than Default Interest) made on the Mortgage Loan following resolution of a Special Servicing Loan Event by a written agreement with the Borrowers negotiated by the Special Servicer for so long as another Special Servicing Loan Event does not occur; provided, that in no event shall the Work-out Fee payable in respect of the Mortgage Loan exceed $1,000,000.

“Yield Maintenance Premium”: Any “Yield Maintenance Premium” as defined in the Mortgage Loan Agreement.

“Yield Maintenance Premiums Distribution Account”: The account created and maintained by the Certificate Administrator pursuant to Section 3.5(d).

1.2 Interpretation. (a) Whenever this Agreement refers to a Distribution Date and a “related” Collection Period, Interest Accrual Period or Payment Date, such reference shall be to the Collection Period, Interest Accrual Period or Payment Date, as applicable, most recently ended prior to or immediately preceding, as applicable, such Distribution Date.

(b) Whenever this Agreement refers to a Distribution Date and an “applicable” Pass-Through Rate, such reference shall be to the Pass-Through Rate for the applicable Class for such Distribution Date or the related Certificate Interest Accrual Period.

(c) The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Exhibit references contained in this Agreement are references to Sections and Exhibits in or to this Agreement unless otherwise specified.

(d) Interest on the Regular Certificates shall be calculated on a 30/360 Basis.

(e) The terms “include” or “including” shall mean without limitation by reason of enumeration.

(f) The terms defined in this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender.

(g) For the avoidance of doubt, with respect to any indemnification provisions in this Agreement providing that the Trust is required to indemnify a party to this Agreement or a party to this Agreement is required to indemnify the Trust or another party to this Agreement for

costs, fees and expenses, such costs, fees and expenses are intended to include costs (including, but not limited to, reasonable attorney’s fees and expenses) of the enforcement of such indemnity.

1.3 Certain Calculations in Respect of the Mortgage Loan. (a) All amounts collected by or on behalf of the Trust in respect of the Mortgage Loan in the form of payments from or on behalf of the Borrower Related Parties, any Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds shall, to the extent not inconsistent with the Mortgage Loan Documents (as modified by the Co-Lender Agreement to establish prioritization among the Notes), and in any event during the continuance of a Mortgage Loan Event of Default, be applied in the following order of priority:

first, as a recovery of any related and unreimbursed Property Protection Advances plus interest accrued thereon and, if applicable, other unreimbursed Trust Fund Expenses (excluding interest on Administrative Advances, Monthly Interest Payment Advances and Companion Loan Advances);

second, to make (without duplication) payments of interest, principal and reimbursements of any other costs, expenses, advances and losses on the Trust Notes and the Companion Loan Note(s) in the amounts and order of priority provided in the Co-Lender Agreement; provided, that for purposes of determining distributions on the Certificates any Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds on the Mortgage Loan or Property that would be so allocated as interest and principal on the Trust Notes will be applied to the Trust Notes in the following amounts and order:

(i) as a recovery of accrued and unpaid interest first, on the Senior Trust Notes, and then, on the Junior Trust Notes, in that order, in each case to the extent of the excess, if any, of (1) accrued and unpaid interest at the respective Interest Rates (without giving effect to any increase in any such interest rates required under the Mortgage Loan Agreement as a result of a default under the Trust Loan) to, but not including, the date of receipt by or on behalf of the Trust (or, in the case of a full Monthly Debt Service Payment Amount from or on the behalf of the Borrower Related Parties, for the related Mortgage Loan Interest Accrual Period), over (2) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Interest Payment Advances for the Trust Loan that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to subclause (iii) of this clause second on earlier dates);

(ii) as a recovery of principal of the Trust Loan then due and owing, including by reason of acceleration of the Trust Loan following a Mortgage Loan Event of Default (or, following the occurrence of a Liquidation Event, as a recovery of principal to the extent of its entire remaining unpaid principal balance), with any such recovery of principal to be applied, in the following order: (1) first, to the reduction of the outstanding principal balance of the Senior Trust Notes; and (2) second, to the reduction of the outstanding principal balance of the Junior Trust Notes; and

(iii) as a recovery of accrued and unpaid interest first, on the Senior Trust Notes, and then, on the Junior Trust Notes, in that order, in each case to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Interest Payment Advances for the Trust Loan that have theretofore occurred under Section 3.23(a) in connection with related Appraisal Reduction Amounts (to the extent collections have not been applied as recovery of accrued and unpaid interest pursuant to this subclause (iii) on earlier dates);

third, as a recovery of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, ground rent and insurance premiums and similar items;

fourth, as a recovery of any other reserves to the extent then required to be held in escrow;

fifth, to any Yield Maintenance Premiums due with respect to the Trust Notes and the Companion Loan Note(s), in the amounts and order of priority contemplated by the Co-Lender Agreement;

sixth, as a recovery of any assumption fees and Modification Fees then due and owing under the Trust Loan;

seventh, as a recovery of any Default Interest or late charges then due and owing under the Mortgage Loan;

eight, as a recovery of any other amounts (including Operating Advisor Consulting Fees) then due and owing under or with respect to the Mortgage Loan other than remaining unpaid principal; and

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

provided, that, to the extent required under the REMIC Provisions, if any payments or proceeds are received with respect to any release of a Property or any partial release of a Property (including following a condemnation) and if, immediately following such release, the loan-to-value ratio of the Trust Loan (excluding the value of personal property and going concern value, if any) exceeds 125%, then such payments or proceeds shall be allocated to reduce the principal balance of the Trust Loan in the manner permitted by such REMIC Provisions. For the avoidance of doubt, the application of amounts collected above in this paragraph shall not affect the allocations under the Co-Lender Agreement.

In connection with the foregoing, if the terms of the Mortgage Loan are modified (x) by the Special Servicer in connection with a work-out or proposed work-out of the Mortgage Loan or (y) otherwise as part of a bankruptcy or other proceeding, such that (i) the Mortgage Loan principal balance is decreased, (ii) the applicable interest rate on the Mortgage Loan is reduced, (iii) payments of interest or principal on the Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, then all payments

and other collections with respect to the Trust Loan will be deemed applied (for purposes of making distributions on the Certificates) as though such work-out did not occur, with the payment terms of the Trust Loan and each related Trust Note remaining the same as they are on the Closing Date, and (for purposes of making distributions on the Certificates and allocating Realized Losses to the Principal Balance Certificates) the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such work-out shall be borne by the respective Notes in a manner consistent with the payment priorities set forth in the Co-Lender Agreement.

(b) Collections by or on behalf of the holders of the Notes in respect of each Foreclosed Property (exclusive of amounts to be applied to the payment of the costs of operating, managing, leasing, maintaining and disposing of such Foreclosed Property) shall be applied to the amounts due and owing on the Mortgage Loan (which shall be deemed to remain outstanding) in the following order of priority (and for the following purposes):

(i) as a recovery of accrued and unpaid interest first, on the Senior Trust Notes, and then, on the Junior Trust Notes, in that order, in each case to the extent of the excess of (1) accrued and unpaid interest at the respective Interest Rates (without giving effect to any increase in any such interest rates required under the Mortgage Loan Agreement as a result of a default under the Trust Loan) through the end of the related Mortgage Loan Interest Accrual Period corresponding to the Payment Date in the Collection Period in which such collections were received, over (2) the cumulative amount of the reductions (if any) in the amount of the Monthly Interest Payment Advances for the Trust Loan that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to subclause (iii) of this clause second or subclause (iii) of clause second of Section 1.3(a) on earlier dates);

(ii) as a recovery of principal of the Trust Loan to the extent of its entire remaining unpaid principal balance, with any such recovery of principal to be applied, in the following order: (1) first, to the reduction of the outstanding principal balance of the Senior Trust Notes; and (ii) second, to the reduction of the outstanding principal balance of the Junior Trust Notes;

(iii) as a recovery of accrued and unpaid interest first, on the Senior Trust Notes, and then, on the Junior Trust Notes, in that order, in each case to the extent of the cumulative amount of the reductions (if any) in the amount of the Monthly Interest Payment Advances for the Trust Loan that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not theretofore been applied as a recovery of accrued and unpaid interest pursuant to this subclause (iii) or subclause (iii) of clause second of Section 1.3(a) on earlier dates);

third, to any Yield Maintenance Premiums due with respect to the Trust Notes and the Companion Loan Note(s), in the amounts and order of priority contemplated by the Co-Lender Agreement;

fourth, as a recovery of any assumption fees and Modification Fees then due and owing under the Mortgage Loan;

fifth, as a recovery of any Default Interest then deemed to be due and owing under the Mortgage Loan; and

sixth, as a recovery of any other amounts (including Operating Advisor Consulting Fees) deemed to be due and owing in respect of the Mortgage Loan.

(c) All net present value calculations and determinations made under this Agreement with respect to the Mortgage Loan, the Trust Loan, the Companion Loan(s), the Property or Foreclosed Property (including for purposes of the definition of “Accepted Servicing Practices”) shall be made using a discount rate the Special Servicer determines in accordance with Accepted Servicing Practices is appropriate for the type of cash flows being discounted; namely (i) for principal and interest payments on the Mortgage Loan, the Trust Loan or the Companion Loan(s), or the sale of the Mortgage Loan, the Trust Loan or any Companion Loan if it is a defaulted loan the highest of (1) the rate determined by the Special Servicer that approximates the market rate that would be obtainable by the Borrowers on similar debt of the Borrowers as of such date of determination, (2) the applicable weighted average Interest Rate on the Trust Loan Components, and (3) the current yield on 10-year United States treasuries and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal).

2. DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES

2.1 Creation and Declaration of Trust; Conveyance of the Trust Loan.(d) (a) The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in trust to the Trustee for the benefit of Certificateholders, without recourse (except to the extent otherwise provided herein and in the Mortgage Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired, now existing or hereafter arising, wherever located, in and to all of the items referred to in the definition of “Trust Fund”, including without limitation (i) all rights and remedies of the Depositor under each Trust Loan Purchase Agreement (other than Sections 7(f), 7(h) and 7(i) thereof), (ii) all right, title and interest of the Depositor in, to and under the Reserve Accounts,

(iii) all right, title and interest of the Depositor in and to the Trust Loan as of the Closing Date, (iv) all right, title and interest of the Depositor in, to and under the Co-Lender Agreement and (v) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC. Such sale, transfer and assignment include any related escrow accounts and any security interest under the Trust Loan (whether in real or personal property and whether tangible or intangible) and all related rights to payments made or required to be made to the Depositor by the Borrower Related Parties or any other party under the Mortgage Loan Documents relating to the Trust Loan. Such sale, transfer and assignment further include all of the Depositor’s right, title and interest in and to the Mortgage Loan Documents, to the extent evidencing, securing, guarantying or otherwise relating to the Trust Loan.

It is expressly agreed and understood that, notwithstanding the assignment of the Mortgage Loan Documents pursuant to the immediately preceding paragraph, it is expressly intended that the Loan Sellers will retain the rights under, and receive the benefit of, any securitization cooperation and indemnification provisions in the Mortgage Loan Documents (and such rights and benefits shall not constitute part of the Trust) including, without limitation, Sections 11.1 and 11.2 of the Mortgage Loan Agreement.

(b) Each Trust Loan Purchase Agreement provides that the related Loan Seller shall deliver to and deposit with, or cause to be delivered to and deposited with, the Certificate Administrator (in its capacity as the Custodian), in each case, to the extent not already in the possession of the Certificate Administrator (in its capacity as the Custodian), with copies to the Servicer, (i) on or prior to the Closing Date, (A) in the case of CREFI, each of the original executed Note A-1-A and the original executed Note B-1, endorsed on its face or by allonge thereto (without recourse, representation or warranty, express or implied) to the order of the Trustee in the following form: “Wilmington Trust, National Association, as Trustee on behalf of the Holders of ILPT Commercial Mortgage Trust 2022-LPFX, Commercial Mortgage Pass-Through Certificates, Series 2022-LPFX” (the “Required Form of Endorsement”) or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the subject Loan Seller), (B) in the case of UBS AG, each of the original executed Note A-1-B and the original executed Note B-2, endorsed on its face or by allonge thereto (without recourse, representation or warranty, express or implied) to the order of the Trustee in the Required Form of Endorsement or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the subject Loan Seller) (provided that any allonges specified in this subclause (i)(B) may be delivered to the Certificate Administrator (in its capacity as the Custodian) in electronic format on the Closing Date, with originals to follow within two (2) Business Days after the Closing Date), (C) in the case of BANA, each of the original executed Note A-1-C and the original executed Note B-3, endorsed on its face or by allonge thereto (without recourse, representation or warranty, express or implied) to the order of the Trustee in the Required Form of Endorsement or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the subject Loan Seller), (D) in the case of BMO, each of the original executed Note A-1-D and the original executed Note B-4, endorsed on its face or by allonge thereto (without recourse, representation or warranty, express or implied) to the order of the Trustee in the Required Form of Endorsement or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the subject Loan Seller), and (E) in the case of MSMCH, each of the original executed Note A-1-E and the original executed Note B-5, endorsed on its face or by allonge thereto (without recourse, representation or

warranty, express or implied) to the order of the Trustee in the Required Form of Endorsement or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the subject Loan Seller), (ii) on or before the Closing Date, copies of the Co-Lender Agreement and the Companion Loan Notes, and (iii) on or before the date occurring 10 days after the Closing Date (the “Delivery Date”), the following documents or instruments (each, if not defined in this Agreement, as defined in the Mortgage Loan Agreement) with respect to the Mortgage Loan (collectively with the original Trust Notes required under clause (i) above and the copies of the Co-Lender Agreement and the Companion Loan Notes required under clause (ii) above, the “Mortgage Loan File”), in each case executed by the parties thereto:

(A) the original or a copy of the Mortgage Loan Agreement, and a copy of all amendments thereto;

(B) the original or a copy, as applicable, of each Mortgage, in each case with evidence of recording thereon (to the extent a recorded copy has been returned to the Loan Seller);

(C) each original Assignment of Mortgage, each in favor of the Trustee, and each in a form that is complete and suitable for recording in the jurisdiction in which the related Property is located, to “Wilmington Trust, National Association, as Trustee on behalf of the Holders of ILPT Commercial Mortgage Trust 2022-LPFX, Commercial Mortgage Pass-Through Certificates, Series 2022-LPFX and the holders of the Companion Loans, as their interests may appear”, without recourse;

(D) an original or a copy of the Guaranty;

(E) an original or a copy of the Environmental Indemnity;

(F) a copy of the Cash Management Agreement;

(G) a copy of the Restricted Account Agreement;

(H) where applicable, (1) a copy of each UCC-1 financing statement (each of which shall have been sent for filing), together with (2) a fully completed UCC-3 financing statement, in a form that is complete and suitable for filing, disclosing the assignment from the secured party named in such UCC-1 financing statement to the Trustee of the security interest in the personal property and other UCC collateral constituting security for repayment of the Mortgage Loan;

(I) copies of the lender’s title insurance policies obtained in connection with the origination of the Mortgage Loan (or marked, signed commitments to insure or pro forma title insurance policies), together with any endorsements thereto;

(J) a copy of each PILOT Lease to which a Borrower is a party;

(K) a copy of (i) each PILOT Lease Estoppel, (ii) the Collateral Assignment of Bond and Bond Documents and (iii) the Consent of Issuer to Leasehold Deed of Trust (TN);

(L) a copy of each Mezzanine Loan Agreement, including all amendments thereto, and a copy of the Mezzanine Intercreditor Agreement;

(M) a copy of each Assignment of Management Agreement, with a copy of each Management Agreement attached thereto;

(N) a copy of the assignment of all unrecorded Mortgage Loan Documents, in favor of the Trustee; and

(O) a copy of any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing.

If the Loan Seller cannot deliver, or cause to be delivered, any of the documents and/or instruments referred to in clauses (iii)(B), (iii)(C) and (iii)(H) above 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 for filing or recordation, or because the timing of the Delivery Date is such that it would not be feasible to obtain such documents from such public filing or recording office in sufficient time to meet the delivery requirements of this Section 2.1(b), or because the original document was lost after recordation, the delivery requirements of this Section 2.1(b) shall be deemed to have been satisfied on a provisional basis as of the Delivery 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 Loan 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 any Loan Seller to be a true and complete copy of the original thereof submitted for filing or recording) is delivered to the Certificate Administrator (in its capacity as the Custodian), with copies to the Servicer, on or before the Delivery Date, and either the original of such non-delivered document or instrument (if available), or a photocopy thereof (certified by the appropriate public filing or recording office, in the case of the documents and/or instruments referred to in clauses (iii)(B), (iii)(C) and (iii)(H) above, to be a true and complete copy of the original thereof submitted for filing or recording), with evidence of filing or recording thereon, is delivered to the Certificate Administrator (in its capacity as the Custodian), with copies to the Servicer, within 180 days of the Closing Date (or within such longer period, not to exceed 18 months, after the Closing Date as the Loan Sellers shall reasonably require, so long as the Loan Sellers are, as certified in writing to the Certificate Administrator no less often than every 90 days, commencing on the 180th day from the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office such original or photocopy).

In addition, the Loan Sellers shall deliver or cause to be delivered to the Servicer for its review, all required insurance policies or certificates issued by the insurers showing such insurance to be in effect on the Closing Date, together with proof of payment of premiums relating thereto then due and payable (which may consist of such policies or certificates).

The parties hereto acknowledge that each Trust Loan Purchase Agreement provides that (1) each of the Mortgages, the Assignments of Mortgage, each other assignments of a Collateral Security Document (to the extent such documents are required to be recorded or filed) and UCC financing statements required to be part of the Mortgage Loan File shall be filed or recorded, as applicable, by the Loan Sellers (or a third party on their behalf) in the appropriate filing offices or record depositories, with instructions to return all such recorded documents, or other evidences of filing issued by the applicable governmental offices, to the Certificate Administrator (in its capacity as the Custodian), with a copy to the Servicer, and (2) all recording fees relating to the initial recordation of such documents and/or instruments shall be paid or caused to be paid by the Loan Sellers. In the event that any such document is determined to be defective or not to be in compliance with the requirements of the applicable filing office or recording depository, or if any such document is lost or returned unrecorded because of a defect therein, the Loan Sellers are to promptly prepare or cause the preparation of a substitute document, and shall cause each such document to be duly submitted for filing or recording, as applicable. Notwithstanding anything to the contrary contained in this Section 2.1(b), in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage or other assignment of a Collateral Security Document, if applicable, after any such document has been recorded, the obligations of the Loan Sellers under their respective Trust Loan Purchase Agreements shall be deemed to have been satisfied upon delivery to the Certificate Administrator (in its capacity as the Custodian) of a copy of such Mortgage, Assignment of Mortgage or other assignment of a Collateral Security Document, if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereof.

The parties hereto acknowledge that each Loan Seller will be solely liable for the delivery of its Notes, and that all Loan Sellers will be liable for the delivery of the remaining documents and instruments constituting the Mortgage Loan File.

In the event that any letter of credit is delivered by the Borrower under the Mortgage Loan Documents, each Loan Seller is required under the related Trust Loan Agreement to deliver, on or before the Delivery Date, the original of such letter of credit to the Servicer, and the Servicer shall hold the original of such letter of credit on behalf of the Trust and the Companion Loan Holder(s) and deliver a copy of such letter of credit to the Certificate Administrator (in its capacity as the Custodian).

The ownership of the Trust Notes, the Mortgages, the Collateral Security Documents and all other contents of the Mortgage Loan File shall be vested in the Trust or the Trustee in trust for the benefit of the Certificateholders and, except for the Trust Notes, for the benefit of the Companion Loan Holder(s). The Depositor, the Servicer and the Special Servicer agree to take no action inconsistent with the Trustee’s ownership of the Trust Loan and to promptly indicate to all inquiring parties that the Trust Loan has been sold and to claim no ownership interest in the Trust Loan. All original documents relating to the Mortgage Loan that are not delivered to the Certificate Administrator (in its capacity as the Custodian) are and shall be held by the Depositor, the Servicer or the Special Servicer, as the case may be, in trust for the benefit of the Certificateholders, and the Companion Loan Holder(s) (except the original Companion Loan Note(s) shall be held by the Companion Loan Holder(s) or their designees). In the event that any such original document is required pursuant to the terms of this Section 2.1(b) to be a part of the

Mortgage Loan File, such document shall be delivered promptly to the Certificate Administrator (in its capacity as the Custodian).

2.2 Acceptance by the Trustee and the Certificate Administrator. (a) By its execution and delivery of this Agreement, the Trustee acknowledges the assignment to it of the Trust Loan in good faith without notice of adverse claims and the Certificate Administrator declares that it holds and shall hold or shall cause to be held such documents as are delivered to it constituting the Mortgage Loan File (to the extent the documents constituting the Mortgage Loan File are actually delivered to it) in trust, upon the conditions herein set forth, for the use and benefit of all present and future Certificateholders and the Companion Loan Holder(s).

(b) The execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate Administrator on behalf of the Trustee that (i) each original Trust Note specified in clause (i) of the definition of “Mortgage Loan File” and all allonges thereto, if any, have been received by the Certificate Administrator (in its capacity as the Custodian) (provided that any allonges specified in subclause (i)(B) of the definition of “Mortgage Loan File” may be delivered to the Certificate Administrator (in its capacity as the Custodian) in electronic format on the Closing Date, with originals to follow within two (2) Business Days after the Closing Date); and (ii) such original Trust Note has been reviewed by the Certificate Administrator (in its capacity as the Custodian) and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the applicable Borrower Related Party), (B) appears to have been executed and (C) purports to relate to the Trust Loan. The Certificate Administrator (in its capacity as the Custodian) agrees to review the Mortgage Loan File within 30 days after the Closing Date, and to deliver to the Loan Sellers, the Depositor, the Servicer and the Special Servicer a report certifying, subject to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b) have been received, and (B) all documents appear to have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (if and as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Trust Loan specifically or to the Mortgage Loan. The Certificate Administrator (in its capacity as the Custodian) shall not have any responsibility for reviewing the Mortgage Loan File except as expressly set forth in this Section 2.2(b). The Certificate Administrator (in its capacity as the Custodian) shall not be under any duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether the title insurance policies relate to the Properties.

(c) Upon the first anniversary of the Closing Date, the Certificate Administrator shall deliver to the Depositor, the Loan Sellers, the Servicer and the Special Servicer a final exception report as to any remaining documents that are not in the Mortgage Loan File, whereupon, within 90 days, the Depositor shall either: (i) cause such document deficiency to be cured; or (ii) use commercially reasonable efforts to cause each related Loan Seller, as applicable to (1) repurchase such Loan Seller’s Loan Seller Percentage Interest in the Trust Loan (or the

allocable portion thereof) from the Trust or (2) make a Loss of Value Payment as described in Section 2.9 in respect of its Loan Seller Percentage Interest in the Trust Loan for losses directly related to such document deficiency, in each case pursuant to the applicable Trust Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything to the contrary herein, no Defect (except for (x) a Defect with respect to the related Notes, Mortgages, Assignments of Mortgage, title insurance policies, ground lease(s) (if any) or PILOT lease(s), which Defect shall be deemed to be a Material Document Defect, and (y) a Defect that causes the Trust Loan to be other than a Qualified Mortgage) shall be considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection with (A) an imminent enforcement of the mortgagee’s rights or remedies under the Trust Loan; (B) defending any claim asserted by the Borrower or third party with respect to the Trust Loan; (C) establishing the validity or priority of any lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations. Also notwithstanding anything to the contrary herein, the failure to deliver UCC financing statements with respect to the Trust Loan shall not be considered a Material Document Defect. The Trust’s sole remedy against the Loan Sellers in connection with a Material Document Defect is to enforce the repurchase claim or Loss of Value Payment, as applicable, in accordance with the provisions of the Trust Loan Purchase Agreements.

The Certificate Administrator and the other parties to this Agreement hereby agree that the scope of the Custodian’s review of the Mortgage Loan File pursuant to this Section 2.2 by the Certificate Administrator (in its capacity as the Custodian) is limited solely to confirming that the Mortgage Loan File has been received, the Mortgage Loan Documents comprising the Mortgage Loan File appear regular on their face and such additional information as will be necessary for delivering the certifications required by Section 2.2(b) and Section 2.2(c) of this Agreement. In addition, such review is in no way intended to, nor shall it be used to, verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or indirectly be reflected in any offering document. Any review of the Mortgage Loan File by the Certificate Administrator (in its capacity as the Custodian) and any certification with respect thereto shall not be deemed by the parties to this Agreement to constitute “due diligence services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any recipient of the Certificate Administrator’s certification or a copy thereof by its receipt thereof is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such certification with any NRSRO or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.2(c) shall relieve any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under and in accordance with the terms of this Agreement.

(d) If the Servicer or the Special Servicer (i) receives or makes any request or demand for repurchase of the Trust Loan (or the allocable portion thereof) because of a breach of or alleged breach of a representation or warranty or a Defect (any such request or demand for repurchase or replacement, a “Repurchase Request”, and the Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives any withdrawal of a Repurchase Request by the Person making such Repurchase Request (or such a Repurchase Request is forwarded to the Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or withdrawal of a Repurchase Request

(each, a “Rule 15Ga-1 Notice”) to each other and to the Depositor and the Loan Sellers, in each case within ten (10) Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered by electronic means.

Each Rule 15Ga-1 Notice shall include (i) the identity of the subject Property (or Properties), (ii) the date the Repurchase Request is received or the date any withdrawal of the Repurchase Request is received, as applicable, (iii) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request.

A Repurchase Request Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Trust Loan Purchase Agreement shall provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.2(d) is so provided only to assist the related Loan Seller 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 2.2(d) 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 Trust Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice.

In the event that the Depositor, the Trustee or the Certificate Administrator receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request to the Servicer (or, if relating to the Mortgage Loan while a Special Servicing Loan Event has occurred and is continuing, to the Special Servicer) and include the following statement in the related correspondence: “This is a “Repurchase Request” under Section 2.2 of the Trust and Servicing Agreement relating to the ILPT Commercial Mortgage Trust 2022-LPFX, Commercial Mortgage Pass-Through Certificates, Series 2022-LPFX requiring action by you as the “Repurchase Request Recipient” thereunder.” Upon receipt of such Repurchase Request by the Servicer or the Special Servicer, as applicable pursuant to the prior sentence, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.2(d) with respect to such Repurchase Request.

If the Depositor or a Responsible Officer of the Trustee or the Certificate Administrator receives notice or has knowledge of a withdrawal of a Repurchase Request of which notice has been previously received or given, and such notice was not received from or copied to the Servicer or the Special Servicer, then such party shall promptly give notice of such withdrawal to the Servicer or the Special Servicer, as applicable.

2.3 Representations and Warranties of the Trustee. (a) Wilmington Trust, National Association, as Trustee hereby represents and warrants to the other parties hereto, and for the benefit of the Certificateholders and the Companion Loan Holder(s), that as of the Closing Date:

(i) the Trustee is a national banking association, duly organized, validly existing, and is in good standing under the laws of the United States; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;

(ii) the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement shall not violate the Trustee’s organizational documents or any other material instrument governing its operations, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Trustee is a party or which may be applicable to the Trustee or any of its assets, which default or breach of such material contract, agreement or other instrument would have a material adverse effect on the Trustee’s performance of its obligations hereunder;

(iii) except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated by Section 8.10, the Trustee has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;

(iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by 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 the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement shall not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Trustee or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder;

(vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such approval has been obtained prior to the Closing Date;

(vii) no litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement;

(viii) the Trustee is covered by errors and omissions insurance and fidelity bond coverage which is in full force and effect or otherwise complies with the requirements of Section 8.6(b) hereof;

(ix) the Trustee is a Qualified Trustee; and

(x) to its actual knowledge, the Trustee is not a Risk Retention Affiliate of the Third Party Purchaser.

(b) The respective representations and warranties of the Trustee set forth in this Section 2.3 shall survive until the termination of this Agreement, and shall inure to the benefit of the other parties hereto, the Certificateholders and the Companion Loan Holder(s).

2.4 Representations and Warranties of the Certificate Administrator.(a) (a) Computershare Trust Company, National Association, as Certificate Administrator, hereby represents and warrants to the other parties hereto, and for the benefit of the Certificateholders and the Companion Loan Holder(s), that as of the Closing Date:

(i) the Certificate Administrator is a national banking association, duly organized, validly existing, and is in good standing under the laws of the United States; the Certificate Administrator possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;

(ii) the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement shall not violate the Certificate Administrator’s organizational documents or any other material instrument governing its operations, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate Administrator or any of its assets, which default or breach of such material contract, agreement or other instrument would have a material adverse effect on the Certificate Administrator’s performance of its obligations hereunder;

(iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;

(iv) this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, conservatorship,

reorganization, receivership, moratorium or other laws relating to or affecting the rights of creditors generally and by 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 the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement shall not constitute a violation with respect to, any order or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially affect the performance of its duties hereunder or thereunder;

(vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date;

(vii) no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement;

(viii) the Certificate Administrator is covered by errors and omissions insurance coverage which is in full force and effect or otherwise complies with the requirements of Section 8.6(b) hereof;

(ix) the Certificate Administrator is a Qualified Certificate Administrator; and

(x) to its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of the Third Party Purchaser.

(b) The respective representations and warranties of the Certificate Administrator set forth in this Section 2.4 shall survive until the termination of this Agreement, and shall inure to the benefit of the other parties hereto, the Certificateholders and the Companion Loan Holder(s).

2.5 Representations and Warranties of the Servicer. (a) Berkadia Commercial Mortgage LLC, as Servicer, hereby represents and warrants to the other parties hereto, and for the benefit of the Certificateholders and the Companion Loan Holder(s), that as of the Closing Date:

licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, perform and comply with its obligations under this Agreement;

(ii) the execution and delivery of this Agreement and its performance of and compliance with the terms hereof in the manner contemplated by this Agreement shall not violate its organizational documents or any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and shall not constitute a default (or any event which, with notice or lapse of time or both, would constitute a default) under any material contract, agreement, or other instrument to which it is a party or which may be applicable to any of its assets, which violation or default would have consequences that would materially and adversely affect its financial condition or operations or its properties taken as a whole or its ability to perform its obligations hereunder, or materially impair the ability of the Trust to realize on the Collateral;

(iii) this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors’ rights generally, (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law, including those respecting the availability of specific performance and (iii) public policy regarding the enforceability of indemnification, contribution and exculpation provisions as to securities law violations;

(iv) it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement;

(v) this Agreement has been duly executed and delivered by it;

(vi) all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for the execution, delivery and performance of this Agreement by it have been obtained or made;

(vii) there is no pending action, suit or proceeding, arbitration or governmental investigation against it, the outcome of which, in its reasonable judgment, could reasonably be expected to prohibit it from entering into this Agreement or materially and adversely affect its ability to perform its obligations under this Agreement;

(viii) it has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the requirements of Section 3.11 or it self-insures for such fidelity bond and errors and omissions coverage in compliance with the requirements of Section 3.11 of this Agreement; and

(ix) to its actual knowledge, the Servicer is not a Risk Retention Affiliate of the Third Party Purchaser.

(b) The representations and warranties of the Servicer set forth in this Section 2.5 shall survive until termination of this Agreement, and shall inure to the benefit of the parties hereto, the Certificateholders and the Companion Loan Holder(s).

2.6 Representations and Warranties of the Special Servicer. (a) Situs Holdings, LLC, as Special Servicer, hereby represents and warrants to the other parties hereto, and for the benefit of the Certificateholders and the Companion Loan Holder(s), that as of the Closing Date:

(i) it is a limited liability company, duly organized, validly existing, and is in good standing under the laws of the State of Delaware; it is, and throughout the term of this Agreement shall remain, duly authorized and qualified to transact business in each jurisdiction where the Properties are located to the extent required by applicable law and necessary to ensure the enforceability of the Mortgage Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement; provided, that it may comply with its obligations to possess such licenses in any particular jurisdiction where a Property is located as are necessary to conduct its business and to execute, deliver, and comply with its obligations under this Agreement in such jurisdiction if a Sub-Servicer engaged by it in accordance with this Agreement possesses all such necessary licenses in such jurisdiction, and the Special Servicer’s compliance with its applicable obligations hereunder through such Sub-Servicer would be permissible under applicable law, would be effective to ensure the enforceability of the Mortgage Loan in accordance with the terms thereof and hereof, and would provide the Special Servicer with all power, licenses (itself or through its Sub-Servicer), permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement;

(iii) this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law, including those respecting the availability of specific performance;

(iv) it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement;

(v) this Agreement has been duly executed and delivered by it;

(b) The representations and warranties of the Special Servicer set forth in this Section 2.6 shall survive until termination of this Agreement, and shall inure to the benefit of the parties hereto, the Certificateholders and the Companion Loan Holder(s).

2.7 Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the other parties hereto, and for the benefit of the Certificateholders, that as of the Closing Date:

(i) the Depositor is a Delaware corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware, with full power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto;

(ii) the execution, delivery and performance of this Agreement by the Depositor have been duly authorized by all necessary corporate action on the part of the Depositor; neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions herein contemplated, nor the compliance with the provisions hereof, shall conflict with or result in a breach of, or constitute a default under (A) any of the provisions of any law, rule, regulation, judgment, decree or order binding on the Depositor, (B) the organizational documents of the Depositor, or (C) the terms of any indenture or other agreement or instrument to which the Depositor is a party or by which it is bound or any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it;

(iii) the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby and thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof;

(iv) this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(v) there are no actions, suits or proceedings pending or, to the best of the Depositor’s knowledge, threatened or likely to be asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Depositor shall be determined adversely to the Depositor and shall, if determined adversely to the Depositor, materially and adversely affect its ability to perform its obligations under this Agreement;

(vi) the Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default would materially and adversely affect the ability of the Depositor to perform its obligations hereunder;

(vii) other than the actions taken pursuant to this Agreement, the Depositor has taken no action to impair or encumber the title to the Trust Loan or to subject it to any offsets, defenses or counterclaims during the Depositor’s ownership thereof;

(viii) the Depositor is accounting for the transfer of the Trust Loan as a sale under generally accepted accounting principles and for federal income tax purposes;

(ix) the Depositor is not, and, after giving effect to the transfers contemplated under this Agreement, shall not be, insolvent; and

(x) the Depositor has not transferred the Trust Loan with an intent to hinder, delay or defraud its creditors.

(b) The representations and warranties of the Depositor set forth in this Section 2.7 shall survive until termination of this Agreement, and shall inure to the benefit of the Certificateholders and the parties to this Agreement.

(c) Neither the Depositor nor any of its Affiliates shall insure or guarantee distributions on the Certificates. Subject to Section 2.7(a) and (b), none of the Certificateholders, the Trustee, or the Certificate Administrator on their behalf shall have any rights or remedies against the Depositor for any losses or other claims in connection with the Certificates or the Mortgage Loan.

2.8 Representations and Warranties of the Operating Advisor. (a) Park Bridge Lender Services LLC, as Operating Advisor, hereby represents and warrants to the other parties hereto, and for the benefit of the Certificateholders and the Companion Loan Holder(s), that as of the Closing Date:

(i) The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of New York; and the Operating Advisor is in compliance with the laws of each jurisdiction in which a Property is located to the extent necessary to perform its obligations under this Agreement;

(ii) The execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement by the Operating Advisor, do not violate the Operating Advisor’s organizational documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does or is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this Agreement;

(iii) The Operating Advisor has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;

(iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations of securities laws;

(v) The Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating Advisor’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Operating Advisor to perform its obligations under this Agreement;

(vi) No litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor that would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this Agreement;

(vii) The Operating Advisor has errors and omissions insurance coverage that is in full force and effect, which complies with the requirements of Section 3.11(f) hereof; and

(viii) The Operating Advisor is an Eligible Operating Advisor;

(ix) The Operating Advisor possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement over the life of the Trust Fund; and

(x) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by the Operating Advisor of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the Closing Date, and which, if not obtained would not have a materially adverse effect on the ability of the Operating Advisor to perform its obligations hereunder.

(b) The representations and warranties of the Operating Advisor set forth in this Section 2.8 shall survive until termination of this Agreement, and shall inure to the benefit of the parties hereto, the Certificateholders and the Companion Loan Holder(s).

2.9 Representations and Warranties Contained in the Trust Loan Purchase Agreement.

(a) Upon discovery by the Servicer, the Special Servicer, the Certificate Administrator or the Trustee of (i) a Material Breach of any representation and warranty set forth in Exhibit A to any Trust Loan Purchase Agreement, which representation and warranty was made by the related Loan Seller in such Trust Loan Purchase Agreement and has been assigned to the Trustee pursuant to Section 2.1 hereof, or (ii) a Material Document Defect under any Trust Loan Purchase Agreement, such Person shall give prompt notice thereof to the other parties hereto, and upon receipt of such notice the Servicer (if the Mortgage Loan is not a Specially Serviced Loan) or the Special Servicer (if the Mortgage Loan is a Specially Serviced Loan) shall use commercially reasonable efforts to cause each related Loan Seller, to the extent obligated to do so under the applicable Trust Loan Purchase Agreement, to cure such default or defect, make a Loss of Value Payment to the Trust or repurchase such Loan Seller’s Loan Seller Percentage Interest in the Trust Loan (or, if applicable under Section 2.9(e), a Severed Loan) under the terms of and within the time period specified by the applicable Trust Loan Purchase Agreement, it being understood and agreed that none of such Persons has an obligation to conduct any investigation with respect to such matters. It is understood and agreed that (i) any repurchase obligations of any Loan Seller under the related Trust Loan Purchase Agreement require the applicable Loan Seller to repurchase only its respective Loan Portion, and no Loan Seller shall have any obligation, liability or responsibility with respect to any obligations of the other Loan Seller and (ii) the obligations of the Loan Sellers referred to in this Section 2.9(a) shall be the sole remedies available to the Certificateholders and the Trustee on their behalf respecting a Material Breach of any representation and warranty made by the Loan Sellers or a Material Document Defect.

(b) Upon receipt by the Servicer from a Loan Seller of the applicable Repurchase Price for the applicable Loan Seller Percentage Interest in the Trust Loan (or in a Severed Loan (as defined in Section 2.9(e)): (i) the Servicer shall deposit such amount in the Collection Account; (ii) the Certificate Administrator (or the Custodian on its behalf) shall, upon receipt of a certificate of a Servicing Officer certifying as to (1) the receipt by the Servicer of such

Repurchase Price and the deposit of such Repurchase Price into the Collection Account pursuant to this Section 2.9(b) and (2) compliance with the conditions set forth in subsection (c) below, release or cause to be released to the designee of such Loan Seller (which designee may be such Loan Seller itself) the Trust Notes (or, in the case of a repurchase of a Severed Loan, the replacement promissory note evidencing such Severed Loan) being repurchased by such Loan Seller (endorsed as requested by such Loan Seller) and, assuming all of the Loan Sellers are repurchasing their respective Loan Seller Percentage Interests in the Trust Loan (or in a Severed Loan), release or cause to be released to the designee of the Loan Sellers the other documents constituting the Mortgage Loan File (in addition to the Trust Notes) (or, in the case of a repurchase of a Severed Loan, only such other documents as relate to the Severed Loan); (iii) assuming that all of the Loan Sellers are repurchasing their respective Loan Seller Percentage Interests in the Trust Loan (or in a Severed Loan), the Trustee shall execute and deliver to the designee of the Loan Seller (which designee may be a Loan Seller itself) such instruments of transfer or assignment, in each case without recourse, representation or warranty (except that the Trust Loan (or the portion thereof being repurchased) is owned by the Trust and is being sold free and clear of liens and encumbrances), as shall be prepared by such designee to vest in such designee the Trust Loan (or the applicable portion thereof) released pursuant hereto, and the Certificate Administrator, the Trustee, the Servicer and the Special Servicer shall have no further responsibility with regard to the Mortgage Loan File (or portion thereof) so released (if and to the extent released in accordance with this Section 2.9(b)); and (iv) assuming that all of the Loan Sellers are repurchasing their respective Loan Seller Percentage Interests in the Trust Loan( or in a Severed Loan), each of the Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall release or cause to be released to the designee of the Loan Sellers copies of any servicing file, servicing records, escrow payments and reserve funds held thereby in respect of the Trust Loan (or, in the case of a repurchase of a Severed Loan, the portion of such items allocable to such Severed Loan).

(c) If the Servicer continues to service the Mortgage Loan under this Agreement pursuant to the terms of the Co-Lender Agreement following any Loan Seller’s repurchase of its related Loan Seller Percentage Interest in the Trust Loan (or a Severed Loan) in accordance with the terms of the related Trust Loan Purchase Agreement, then the Servicer shall not be required to make any Monthly Interest Payment Advance or Administrative Advance with respect to such Loan Seller Percentage Interest in the Trust Loan (or a Severed Loan). To the extent that the Loan Sellers repurchase the Trust Loan as contemplated by Section 8 of the respective Trust Loan Purchase Agreements, unless otherwise agreed to by each Loan Seller and the Companion Loan Holders, the Mortgage Loan shall continue to be serviced by the Servicer, and if applicable, the Special Servicer in accordance with the terms of this Agreement, on behalf of the Loan Sellers and the Companion Loan Holders as a collective whole, until the holder of the controlling note under the Co-Lender Agreement has otherwise notified the Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee in writing. Unless otherwise agreed by the Loan Sellers and the Companion Loan Holders, the Servicer shall be the only Servicer under the Co-Lender Agreement, the Special Servicer shall be the only Special Servicer under the Co-Lender Agreement and all servicing and other decisions regarding the Mortgage Loan shall be made by the Loan Sellers and the Companion Loan Holders as and to the extent set forth in the Co-Lender Agreement.

(d) Notwithstanding anything contained herein to the contrary, if at least one (but not all) of the Loan Sellers repurchases its Loan Seller Percentage Interest in the Trust Loan pursuant to Section 8 of the related Trust Loan Purchase Agreement (such Loan Seller, a “Repurchasing Loan Seller”), then (i) the Trust Loan shall continue to be serviced by the Servicer and, if applicable, the Special Servicer, in accordance with the terms of this Agreement and the Co-Lender Agreement, on behalf of the Repurchasing Loan Seller(s), the Certificateholders and the Companion Loan Holders as a collective whole, and the Servicer or the Special Servicer, as applicable, shall be the sole representative of the lender(s) under the Mortgage Loan in connection with any enforcement, bankruptcy or other proceeding, (ii) the Custodian shall retain all portions of the Mortgage File (other than the Trust Notes relating to the Repurchasing Loan Seller’s Loan Seller Percentage Interest in the Trust Loan), (iii) each Repurchasing Loan Seller shall be deemed a Companion Loan Holder and the Trust Notes repurchased by it shall be deemed to be Companion Loan Notes evidencing Companion Loans, (iv) the Trust Loan shall be deemed to consist solely of that portion of the Mortgage Loan evidenced by the Trust Notes that remain in the Trust, (v) each Repurchasing Loan Seller shall be entitled to receive on each Remittance Date such amounts as it is entitled under the Co-Lender Agreement as holder of its repurchased Notes and shall provide wiring or other remittance instructions for such remittances, (vi) each Repurchasing Loan Seller shall be entitled to receive any and all reports and have access to any and all information that a Certificateholder would otherwise have under the terms of this Agreement, (vii) no amendment may be made to this Agreement that would materially and adversely affect the rights of any Repurchasing Loan Seller in respect of such Repurchasing Loan Seller’s Loan Seller Percentage Interest in the Trust Loan without the consent of such Repurchasing Loan Seller, (viii) the Trustee shall remain the mortgagee of record, (ix) compensation shall be paid to the Servicer and/or the Special Servicer, as applicable, with respect to each repurchased Note as provided in this Agreement as if each such Note were a Companion Loan (unless otherwise agreed between the Servicer and/or the Special Servicer, as applicable, and the applicable Loan Seller), and (x) to the extent this Agreement refers to the “Mortgage Loan File”, such references shall be construed to mean the Mortgage Loan File for the entire Mortgage Loan (except that references to any Trust Note in favor of a Repurchasing Loan Seller shall be construed to instead refer to a copy of such Trust Note). Neither the Servicer nor the Trustee shall make any Monthly Interest Payment Advance or Administrative Advance with respect to any Loan Seller Percentage Interest in the Trust Loan that has been repurchased as described herein.

(e) Pursuant to Section 8(c) of each Trust Loan Purchase Agreement, a Loan Seller is permitted to elect a partial repurchase of such Seller’s Loan Portion in connection with a Material Breach or a Material Document Defect, if (1) such Material Breach or Material Document Defect relates to one or more, but not all, of the Properties, (2) the Mortgage Loan Documents provide for the Mortgage Loan to be severed such that one or more separate notes, mortgages and other security documents may be created and such that a portion of the Mortgage Loan (and a corresponding portion of the Trust Loan (the “Severed Loan”)) may be created that is secured solely by the affected Property or Properties and (3) the conditions set forth in the Mortgage Loan Documents for creating such Severed Loan are satisfied. In such event, the Servicer (if the Mortgage Loan is not a Specially Serviced Mortgage Loan) or Special Servicer (if the Mortgage Loan is a Specially Serviced Mortgage Loan), as applicable, on behalf of the Trust, shall comply with, and enforce the provisions of Section 10.2(d) of the Mortgage Loan Agreement and comply with any applicable provisions of any related mezzanine intercreditor agreement, provided, however, that such Loan Seller, at such Loan Seller’s own expense, shall deliver, or cause to be

delivered, to the Servicer (if the Mortgage Loan is not a Specially Serviced Mortgage Loan) or the Special Servicer (if the Mortgage Loan is a Specially Serviced Mortgage Loan), as applicable, all of the following: (i) a Rating Agency Confirmation with respect to the splitting of the Trust Loan in connection with such partial repurchase, (ii) an Opinion of Counsel to the effect that such splitting of the Trust Loan in connection with such repurchase shall not cause (A) either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to continue to qualify as a REMIC, (B) the Trust Loan to fail to qualify as a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, or (C) a tax to be imposed on the Trust, and (iii) such other documents, instruments and opinions as the Servicer or the Special Servicer, as applicable, may reasonably request. Notwithstanding the foregoing, a partial repurchase by a Loan Seller of its Loan Portion pursuant to Section 8(c) of the related Trust Loan Purchase Agreement shall not be permitted unless each other Loan Seller elects to do so and simultaneously repurchases an equivalent portion of its respective Loan Portion pursuant to Section 8(c) of each other Trust Loan Purchase Agreement. In the event of any repurchase by a Loan Seller of a portion of such Seller’s Loan Portion pursuant to Section 8(c) of the related Trust Loan Purchase Agreement (and provided that each of the other Loan Sellers also repurchases an equivalent portion of such other Loan Seller’s Loan Portion and the portions of the Trust Loan so repurchased by all of the Loan Sellers collectively constitute a Severed Loan), the applicable Severed Loan shall no longer be serviced under this Agreement; provided, however, the remainder of the Trust Loan that was not repurchased will continue to be serviced pursuant to the terms of this Agreement.

(f) Notwithstanding the foregoing, it is understood and agreed that if there is a Material Breach or Material Document Defect with respect to one or more, but not all, of the Properties, the Loan Sellers will not be obligated to repurchase their respective Loan Seller Percentage Interests in the Trust Loan (or in a Severed Loan) if: (i) the affected Property or Properties may be released pursuant to the terms of any partial release provisions in the Mortgage Loan Documents (and such Property or Properties are in fact, released in accordance with the terms of the Mortgage Loan Documents); (ii) the Property or Properties remaining encumbered by the lien of the Mortgage Loan satisfy the requirements, if any, set forth in the Mortgage Loan Documents; (iii) the Loan Sellers provide an Opinion of Counsel to the effect that such release would not cause an Adverse REMIC Event to occur with respect to any Trust REMIC for federal income tax purposes; (iv) each Rating Agency has provided a Rating Agency Confirmation with respect to such release; and (v) each Loan Seller shall reimburse the Servicer, the Special Servicer and the Trust for such Loan Seller’s applicable Loan Seller Percentage Interest of any actual out-of-pocket expenses incurred by the Servicer, the Special Servicer and the Trust, respectively, in connection with such partial release if and to the extent that such expenses are not reimbursed by the Borrowers.

(g) For the avoidance of doubt, it is understood and agreed that in the event that a Loan Seller is unable to satisfy, in all material respects, (i) the requirements of a partial repurchase set forth in Section 2.9(e) or (ii) the requirements of a partial release set forth in Section 2.9(f), then such Loan Seller will be required to repurchase such Loan Seller’s entire Loan Seller Percentage Interest in the Trust Loan or cure the related Material Breach or Material Document Defect or make a Loss of Value Payment to the Trust, in each case pursuant to the related Trust Loan Purchase Agreement.

(h) Notwithstanding the foregoing provisions of this Section 2.9, in lieu of a Loan Seller performing its obligations with respect to any Material Breach or Material Document Defect as set forth above, to the extent that such Loan Seller and the Servicer or the Special Servicer, as applicable, are in any such case able to agree upon a cash payment payable by such Loan Seller to the Trust that would be deemed sufficient to compensate the Trust for its Loan Seller Percentage Interest of the losses related to such Material Breach or Material Document Defect (a “Loss of Value Payment”), such Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Trust, and the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.4(f) of this Agreement; provided that a Material Breach or a Material Document Defect that causes the Trust Loan to not constitute a Qualified Mortgage may not be cured by a Loss of Value Payment. If the Mortgage Loan is not a Specially Serviced Mortgage Loan, the Servicer’s agreement with a Loan Seller as to any Loss of Value Payment shall be subject to the reasonable approval of the Special Servicer (with the consent of any applicable Consenting Party). In connection with obtaining the Special Servicer’s approval, the Servicer shall upon request promptly provide the Special Servicer with a copy of the servicing file for the Trust Loan in order to enable the Special Servicer to exercise its approval right. Any agreement by the Special Servicer with a Loan Seller as to any Loss of Value Payment with respect to the Trust Loan while a Special Servicing Loan Event exists shall be subject to the consent of any applicable Consenting Party. The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment. Upon its making such Loss of Value Payment, the related Loan Seller shall be deemed to have cured such Material Breach or Material Document Defect on its part in all respects. Provided that such Loss of Value Payment is made, this paragraph describes the sole remedy available to the Certificateholders or the Trust against the related Loan Seller regarding any such Material Breach or Material Document Defect in respect of which such Loss of Value Payment is accepted, and the related Loan Seller shall not be obligated to repurchase or replace its Loan Seller Percentage Interest in the Trust Loan or otherwise cure such Material Breach or Material Document Defect.

2.10 Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee acknowledges the assignment in trust by the Depositor to the Trustee of the Trust Notes and other assets comprising the Trust Fund. Concurrently with such assignment and delivery and in exchange therefor, (i) the Trustee acknowledges the issuance of (A) the Uncertificated Lower-Tier Interests to the Depositor and (B) the Class LT-R Interest, in exchange for the Trust Loan, receipt of which is hereby acknowledged, (ii) the Trustee acknowledges the contribution of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC, (iii) the Certificate Administrator acknowledges that it (A) has executed and has authenticated and delivered to or upon the order of the Depositor, the Regular Certificates, and has caused the Trust to issue the Class UT-R Interest, in exchange for the Uncertificated Lower-Tier Interests, and (B) has executed and has authenticated and delivered to or upon the order of the Depositor, the Class R Certificates, representing the Class LT-R and Class UT-R Interests and (iv) the Depositor hereby acknowledges the receipt by it or its designees of the Certificates in authorized denominations.

2.11 Miscellaneous REMIC Provisions. (a) The Class A, Class X, Class B, Class C, Class D and Class HRR Certificates are hereby designated as the “regular interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the Class UT-R

Interest is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(2) of the Code.

(b) The Class LA, Class LB, Class LC, Class LD and LHRR Uncertificated Interests are hereby designated as the “regular interests” in the Lower-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the Class LT-R Interest is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Section 860G(a)(2) of the Code.

2.11 [Reserved]

2.12 Deposit of Funds into the ILPT 2022-LPFX – Rating Agency Surveillance Reserve Account

On the Closing Date, the Loan Sellers shall remit to the Certificate Administrator an amount equal to the aggregate of all Xxxxx’x Surveillance Fee Annual Payments and all DBRS Morningstar Surveillance Fee Annual Payments (such amount, the “ILPT 2022-LPFX – Rating Agency Surveillance Reserve Amount”, to be set forth on a settlement statement to the Certificate Administrator). The ILPT 2022-LPFX – Rating Agency Surveillance Reserve Amount shall be deposited by the Certificate Administrator into the ILPT 2022-LPFX – Rating Agency Surveillance Reserve Account in accordance with Section 3.5(e) of this Agreement, and shall be applied in accordance with Section 3.5(f), Section 11.5(b), Section 11.5(c) and Section 11.5(d) of this Agreement.

3. ADMINISTRATION AND SERVICING OF THE MORTGAGE LOAN

3.1 Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer, as the case may be, each as an independent contractor, shall service and administer the Mortgage Loan and any Foreclosed Property solely on behalf of the Trust and the Companion Loan Holder(s), in the best interest of, and for the benefit of, the Certificateholders and the Companion Loan Holder(s), as a collective whole as if such Certificateholders and such Companion Loan Holder(s) constituted one lender (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, the Mortgage Loan Documents, the Co-Lender Agreement, any related mezzanine intercreditor agreement and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted Servicing Practices”): (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers foreclosed or other similarly situated properties for third-party portfolios, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage loan servicers in servicing mortgage loans and administering foreclosed properties, and (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, uses for loans that it owns or for foreclosed or other similarly situated properties it services and manages, in either case exercising reasonable business judgment, acting in accordance with applicable laws; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Loan or, if the Mortgage Loan comes into and continues in default and if, in

the reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Loan to the Certificateholders and the Companion Loan Holder(s) (as a collective whole as if the Certificateholders and the Companion Loan Holder(s) constituted a single lender) on a net present value basis and (b) the Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan; and (iii) without regard to:

(A) any relationship that the Servicer or the Special Servicer or any Affiliate thereof may have with any Borrower Restricted Party, any Loan Seller, the Depositor, any Companion Loan Holder or any of their respective Affiliates;

(B) the ownership of any Certificate, Companion Loan or any mezzanine loan or any interest in any Companion Loan or any mezzanine loan by the Servicer or the Special Servicer or by any Affiliate of the Servicer or the Special Servicer;

(D) the right of the Servicer or the Special Servicer or any Affiliate thereof to receive reimbursement of costs, compensation or other fees (other than Advances), or the sufficiency of any compensation payable to it under this Agreement or with respect to any particular transaction; or

(E) the ownership, servicing or management for others of any other loans or property by the Servicer or the Special Servicer.

Subject to Accepted Servicing Practices and the terms of this Agreement and the Mortgage Loan Documents and the Mezzanine Intercreditor Agreement, the Servicer and the Special Servicer each shall have full power and authority, acting alone and/or through one or more sub-servicers as provided in Section 3.2, to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. The Servicer and the Special Servicer shall service and administer the Mortgage Loan in accordance with applicable state and federal law. At the written request of the Servicer or the Special Servicer, as applicable, accompanied by the form of power of attorney or other documents being requested, the Trustee shall furnish to the Servicer or the Special Servicer any powers of attorney and other documents necessary or appropriate to enable the Servicer or the Special Servicer to carry out its servicing and administrative duties hereunder, and the Trustee shall not be held responsible (and shall be indemnified by the Servicer or the Special Servicer, as applicable) for any negligence or misuse by the Servicer or the Special Servicer in its uses of any such powers of attorney or other document. Notwithstanding anything contained herein to the contrary, the Servicer and the Special Servicer shall not without the Trustee’s or the Certificate Administrator’s, as applicable, prior written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the representative capacity of the Servicer or the Special Servicer, as applicable, or (ii) take any action with the intent to, and which actually does cause, the Trustee to be registered to do business in any state.

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The liability of each of the Servicer and the Special Servicer, as applicable, for actions and omissions in its capacity as the Servicer and the Special Servicer, respectively, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.3). Nothing contained in this Agreement shall be construed as an express or implied guarantee by the Servicer or the Special Servicer of the collectability of the Mortgage Loan. No provision of this Agreement shall be construed to impose liability on the Servicer or the Special Servicer for the reason (unless the Servicer or the Special Servicer did not act in accordance with Accepted Servicing Practices) that any recovery to the Certificateholders in respect of the Mortgage Loan at any time after a determination of present value recovery is made by the Servicer or the Special Servicer under this Agreement is less than the amount reflected in such determination.

As soon as reasonably practicable following the Closing Date, but no later than 30 days following the Closing Date, the Loan Seller is required, pursuant to the Trust Loan Purchase Agreement, to deliver to the Servicer copies of notices delivered by or on behalf of the Loan Seller regarding the transfer of the Mortgage Loan to the Trust or the Trustee on its behalf; provided, that notice to the related lessor under any PILOT Lease shall be delivered by the Servicer as contemplated by the succeeding paragraph.

In connection with each PILOT Lease, the Servicer shall promptly, and in any event within 60 days following the later of Closing Date and the date on which the Servicer receives such PILOT Lease, notify the related lessor in writing of the transfer of the Mortgage Loan to the Trust pursuant to this Agreement and inform such lessor that any notices of default under such PILOT Lease should thereafter be forwarded to the Servicer. In addition, if the Servicer or the Special Servicer receives any modification of any PILOT Lease or any documents evidencing the termination of any PILOT Lease, the Servicer or the Special Servicer, as applicable, shall provide such modification or documents to each other and to the 17g 5 Information Provider, which the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website.

The parties hereto acknowledge and agree that the Servicer and the Special Servicer are each acting as independent contractors and not as agents for the Trustee and/or the Certificate Administrator.

3.2 Sub-Servicing Agreements. (a) The Servicer or Special Servicer, at its own expense without a right of reimbursement under this Agreement or otherwise, may enter into sub-servicing agreements with sub-servicers for the servicing and administration of the Mortgage Loan, provided that (i) any such sub-servicing agreement shall be upon such terms and conditions as are not inconsistent with this Agreement and as the Servicer or Special Servicer, as applicable, and the sub-servicer have agreed, and (ii) no sub-servicer retained by the Servicer or Special Servicer, as applicable, shall grant any modification, waiver, or amendment to the Mortgage Loan Documents without the approval of the Servicer or Special Servicer, as applicable. References in this Agreement to actions taken or to be taken, and limitations on actions permitted to be taken, by the Servicer or Special Servicer, as applicable, in servicing the Mortgage Loan include actions taken or to be taken by a sub-servicer on behalf of the Servicer or Special Servicer, as applicable. Each sub-servicer shall be (x) authorized to transact business and licensed in the applicable state(s), if, and to the extent, required by applicable law to enable the sub-servicer to perform its obligations under the applicable sub-servicing agreement, and (y) qualified to perform its obligations under the applicable sub-servicing agreement. For purposes of this Agreement, the

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Servicer or Special Servicer, as applicable, shall be deemed to have received any amount when the sub-servicer receives such amount, irrespective of whether such amount is remitted to the Servicer or Special Servicer, as applicable, for deposit in the Collection Account, any Cash Management Account, any Reserve Account or the Distribution Account, and actions taken by the sub-servicer shall be deemed to be actions of the Servicer or Special Servicer. The Servicer or Special Servicer, as applicable, shall notify the Trustee, the Certificate Administrator, the Borrower Parties, the Operating Advisor and the Depositor in writing promptly upon the appointment of any sub-servicer and promptly furnish the Trustee, upon its request, with a copy of the sub-servicing agreement. The Servicer or Special Servicer, as applicable, shall cause each sub-servicing agreement to provide that no sub-servicer shall be permitted to enter into any sub-servicing agreement with other sub-servicers without the prior written consent of the Servicer or Special Servicer, as applicable.

(b) Notwithstanding any sub-servicing agreement, the Servicer or Special Servicer shall remain obligated and liable to the Trustee and the Certificateholders for the servicing and administering of the Mortgage Loan in accordance with the provisions of Section 3.1 without diminution of such obligation or liability by virtue of such sub-servicing agreement, or by virtue of indemnification from a sub-servicer, and to the same extent and under the same terms and conditions as if the Servicer or Special Servicer alone were servicing and administering the Mortgage Loan.

(c) Any sub-servicing agreement entered into by the Servicer or Special Servicer shall provide that it may be assumed or terminated by (i) the Trustee if the Trustee has assumed the duties of the Servicer or Special Servicer or if the Servicer or Special Servicer is otherwise terminated pursuant to the terms of this Agreement, or (ii) a successor Servicer or Special Servicer if such successor Servicer or Special Servicer has assumed the duties of the Servicer or Special Servicer, in each case without cost or obligation to the Trustee, the successor Servicer or Special Servicer, the Trust or the Trust Fund.

(d) Any sub-servicing agreement, and any other transactions or services relating to the Mortgage Loan involving a sub-servicer, shall be deemed to be between the Servicer or Special Servicer and such sub-servicer alone, and the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor, the Trust and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the sub-servicer, and no provision herein shall be construed so as to require the Trust, the Depositor, the Trustee, the Certificate Administrator or the Operating Advisor to indemnify any such sub-servicer. The Servicer or Special Servicer is permitted, subject to Accepted Servicing Practices and at its own expense, or to the extent that a particular expense is provided herein to be an Advance or an expense of the Trust, at the expense of the Trust, to utilize other agents or attorneys typically used by servicers of mortgage loans underlying commercial mortgage-backed securities in performing its obligations under this Agreement.

(e) Notwithstanding anything herein, each of the initial Servicer and the initial Special Servicer may (i) delegate certain of its duties and obligations hereunder (such as inspections and appraisals) to third parties or (ii) to an affiliate of the Servicer or the Special Servicer, as applicable. Such delegation shall not be considered a sub-servicing agreement hereunder, and the requirements and obligations set forth herein applicable to sub-servicing agreements, sub-servicers or Servicing Function Participants shall not be applicable to such

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arrangement. Notwithstanding any such delegation, the Servicer and the Special Servicer shall remain obligated and liable for the performance of their respective 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 each alone were servicing and administering the Mortgage Loan as required hereby.

(f) Funds in the Collection Account may be invested in Permitted Investments in accordance with the provisions of Section 3.8. The Servicer shall on the Closing Date give written notice to the Certificate Administrator of the location and account number of the Collection Account and shall notify the Certificate Administrator in writing prior to any subsequent change thereof.

(g) In addition to the foregoing, any sub-servicer engaged by the Special Servicer with respect to the Mortgage Loan shall fulfill all of the requirements of the Special Servicer set forth under Sections 6.4(a)(i)(A), 6.4(a)(v), 6.4(a)(vi) and 6.4(a)(vii) hereof.

3.3 Cash Management Account and Reserve Accounts; Interest Reserve Account.

(a) A Restricted Account, Cash Management Account, Debt Service Account, Mezzanine Debt Service Account and the Reserve Accounts shall be established pursuant to the terms of the Mortgage Loan Agreement, Restricted Account Agreement and/or the Cash Management Agreement. The Servicer shall exercise and enforce the rights of the Trust and the Companion Loan Holder(s) with respect to the Restricted Account, the Cash Management Account, the Debt Service Account, the Mezzanine Debt Service Account and the Reserve Accounts under the Mortgage Loan Agreement, the Restricted Account Agreement and the Cash Management Agreement, and shall make deposits thereto and withdrawals therefrom, all in accordance with Accepted Servicing Practices and the other terms of this Agreement and the other Mortgage Loan Documents.

(b) The Certificate Administrator shall establish and maintain a reserve account (the “Interest Reserve Account”) in the name of Computershare Trust Company, National Association, as Certificate Administrator on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of ILPT Commercial Mortgage Trust 2022-LPFX, Commercial Mortgage Pass-Through Certificates Series 2022-LPFX”. The Interest Reserve Account shall be established and maintained as a non-interest bearing Eligible Account, and may be a sub-account of the Distribution Account. On each Distribution Date occurring in any February and on any Distribution Date occurring in any January that occurs in a year that is not a leap year (unless, in either case, such Distribution Date is the final Distribution Date), the Certificate Administrator shall withdraw from the Distribution Account and deposit into the Interest Reserve Account an amount equal to one day’s net interest on the principal balance of each Trust Loan Note as of the related Payment Date occurring in the month preceding the month in which such Distribution Date occurs, calculated at the applicable Net Component Rate with respect to the Trust Loan Notes, to the extent such funds are on deposit on the applicable Payment Date or an advance is made in respect of the Payment Date (all amounts so deposited in any consecutive January and February, “Withheld Amounts”). On each Remittance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the Certificate

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Administrator shall withdraw from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding January and February, if any, and deposit such amounts into the Distribution Account for distribution with respect to the Certificates.

3.4 Collection Account. (a) The Servicer shall establish and maintain or cause to be established and maintained in the name of “Berkadia Commercial Mortgage LLC, as Servicer on behalf of the Trust, for the benefit of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of ILPT Commercial Mortgage Trust 2022-LPFX, Commercial Mortgage Pass-Through Certificates, Series 2022-LPFX” and/or “Berkadia Commercial Mortgage LLC, as Servicer on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the Companion Loan Holder(s) with respect to ILPT Commercial Mortgage Trust 2022-LPFX” one or more deposit accounts (the “Collection Account”), which may be sub-accounts of a single account, for the benefit of the Certificateholders and the Companion Loan Holder(s). The Collection Account shall be an Eligible Account maintained with an Eligible Institution. The Servicer shall deposit into the Collection Account within two (2) Business Days of receipt of properly identified and available funds the following amounts representing payments and collections received or made during each Collection Period on or with respect to the Mortgage Loan (other than amounts required to be deposited into the Reserve Accounts in accordance with the Trust Loan Purchase Agreement and/or the Mortgage Loan Agreement):

(i) all payments on account of principal on the Mortgage Loan;

(ii) all payments on account of interest on the Mortgage Loan, including, without limitation, Default Interest;

(iii) any amount representing reimbursements by the Borrower Related Parties of Advances, interest thereon, and any other expenses of the Depositor, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Operating Advisor, as applicable, as required by the Mortgage Loan Documents or hereunder;

(iv) any other amounts payable for the benefit of the Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificateholders under the Mortgage Loan

(v) any Yield Maintenance Premiums;

(vi) any amounts required to be deposited pursuant to Section 3.8(b) in connection with net losses realized on Permitted Investments with respect to funds held in the Collection Account;

(vii) all Net Foreclosure Proceeds received from the Special Servicer pursuant to Section 3.14, all Net Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds;

(viii) any Loss of Value Payments paid by the Loan Seller and transferred to the Collection Account pursuant to Section 3.4(g); and

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(ix) any other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Servicer, including, without limitation, any (1) proceeds of any repurchase of a Loan Seller Percentage Interest in the Trust Loan (or a Severed Loan) pursuant to Section 2.9 hereof and the applicable Trust Loan Purchase Agreement, (2) proceeds of the sale of the Mortgage Loan by the Special Servicer pursuant to Section 3.16 hereof or a sale of a Foreclosed Property pursuant to Section 3.15(e), (3) amounts from any related mezzanine lender representing proceeds of its purchase of the Mortgage Loan or cure payments permitted to be made by any related mezzanine lender pursuant to the related mezzanine intercreditor agreement, or (4) amounts payable under the Mortgage Loan Documents by any Person to the extent not specifically excluded.

The foregoing requirements for deposits in the Collection Account by the Servicer shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments (if any) in the nature of Additional Servicing Compensation (other than Default Interest and late payment charges) to which the Servicer or the Special Servicer, as applicable are entitled pursuant to Section 3.17 and any reimbursement made by the Borrower Related Parties of fees and expenses of the Servicer or the Special Servicer need not be deposited in the Collection Account by the Servicer or the Special Servicer and, to the extent permitted by applicable law, the Servicer or the Special Servicer, as applicable, shall be entitled to retain any such fees and expense reimbursements received with respect to the Mortgage Loan.

(b) On or prior to each Remittance Date (or, in the case of clause (vi) below, on or prior to the Remittance Date specifically applicable to the related Companion Loan), prior to the remittance of funds to the Certificate Administrator for deposit in the Distribution Account pursuant to Section 3.5, the Servicer shall make withdrawals from the Collection Account, which withdrawals shall be the only permitted withdrawals from the Collection Account by the Servicer, as described below (the order set forth below constituting an order of priority for such withdrawals unless otherwise indicated):

(i) to withdraw funds deposited or transferred by the Servicer in the Collection Account in error;

(ii) to reimburse the Trustee and the Servicer, in that order, for any Nonrecoverable Advances made by each together with unpaid interest thereon at the Advance Interest Rate;

(iii) concurrently, to pay the Servicing Fee to the Servicer, the Trustee/Certificate Administrator Fee (including the portion of such Trustee/Certificate Administrator Fee payable to the Trustee as the Trustee Fee) to the Certificate Administrator (who shall pay the Trustee the portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee pursuant to Section 8.5 hereof) and the Operating Advisor Fee to the Operating Advisor, respectively;

(iv) to pay to (A) the Servicer, as Additional Servicing Compensation, any income earned (net of losses (subject to Section 3.8(b)) on the investment of funds deposited in the Collection Account; and (B) the Special Servicer, the Special Servicing

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Fee, if any, the Work-out Fee, if any, and the Liquidation Fee, if any (with respect to clauses (A) and (B), in that order);

(v) to reimburse or pay, as applicable, the Trustee and the Servicer, in that order, for (A) unreimbursed Advances made by each and not previously reimbursed from amounts received with respect to the Mortgage Loan during the applicable Collection Period in the form of late payments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and other collections on the Mortgage Loan (and other than any Advance that has been determined to be a Nonrecoverable Advance that has been reimbursed pursuant to clause (ii) above); and (B) unpaid interest on such Advances at the Advance Interest Rate; provided, however, that, with respect to Advances that are not deemed to be Nonrecoverable Advances, interest on Advances shall be payable (1) prior to the final liquidation of all the Properties or the final payment and release of all the Mortgages, only out of Default Interest or late payment charges (or actual payments by the Borrowers to cover such interest on Advances) collected in the related Collection Period, and (2) after the final liquidation of all the Properties or the final payment and release of all the Mortgages, first out of Default Interest and late payment charges (or actual payments by the Borrowers to cover such interest on Advances) on deposit in the Collection Account, and then out of all other amounts on deposit in the Collection Account;

(vi) to remit to the Companion Loan Holders all remaining amounts on deposit in the Collection Account payable to the Companion Loan Holders pursuant to the Co-Lender Agreement with respect to the Companion Loan(s), exclusive of any amounts reimbursable to the Servicer, the Special Servicer, the Trustee or the Trust and allocable to the Companion Loan(s) in accordance with the Co-Lender Agreement, including (A) if the Companion Loans are part of an Other Securitization Trust, to the extent required by the Co-Lender Agreement, to pay the applicable party to the Other Pooling and Servicing Agreement for any interest accrued on (1) Companion Loan Advances made thereby and (2) administrative advances, if any, made in respect of the Companion Loan; and (B) to make any other required payments due under the Co-Lender Agreement to the Companion Loan Holders;

(vii) to reimburse the Trustee, the Certificate Administrator, the Servicer and the Special Servicer, in that order, for expenses incurred by them in connection with the liquidation of any Property and not otherwise covered and paid by an insurance policy or deducted from the proceeds of liquidation or reimbursed as an Advance;

(viii) to pay (A) to the Servicer and the Special Servicer, as Additional Servicing Compensation, any payments in the nature of those fees and expenses that constitute Additional Servicing Compensation, to the extent remaining after payments pursuant to clause (v) above and, in the case of Default Interest and late payment charges, to the extent remaining after application pursuant to Section 3.17(b) (it being acknowledged that such amounts (other than Default Interest and late payment charges) are not required to be deposited in the Collection Account and may be retained by the Servicer or the Special Servicer, as applicable, or paid by the Servicer to the Special Servicer when due to the Special Servicer as set forth in Section 3.17), and (B) to the Operating Advisor, the Operating Advisor Consulting Fee, in the case of clauses (A) and (B), to the extent actually

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received from or on behalf of the Borrowers (and permitted by (or not otherwise prohibited by) and allocated as such pursuant to the terms of the Mortgage Loan Documents or this Agreement) and deposited into the Collection Account by the Servicer;

(ix) to pay or reimburse, as applicable, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer and the Operating Advisor, for any expenses, indemnities and other amounts (including Trust Fund Expenses) then due and payable or reimbursable to each, and to pay directly any other costs and expenses expressly payable out of the Collection Account or at the expense of the Trust, in any event pursuant to the terms of this Agreement and not previously paid or reimbursed pursuant to the preceding clauses;

(x) to the extent not previously paid or advanced, to pay to the Certificate Administrator for payment (or to be set aside for eventual payment) by it of any and all taxes imposed on the Lower-Tier REMIC or Upper-Tier REMIC by federal or state governmental authorities, as provided in Section 12.1(k); provided, that, if such taxes are the result of the Depositor’s, the Servicer’s, the Special Servicer’s, the Trustee’s or the Certificate Administrator’s, as applicable, negligence, fraud, bad faith or willful misconduct, then such party that was negligent, acted in bad faith or engaged in fraud or willful misconduct will be required to indemnify the Trust for the amount of such taxes pursuant to Sections 6.6 and 8.12, as applicable;

(xi) to pay the CREFC^® Licensing Fee to CREFC^®, to the extent of funds available in the Collection Account following the withdrawal of the amounts described in clauses (ii) through (x) above, on the related Remittance Date; and

(xii) on each Remittance Date, to remit all funds received during or prior to the related Collection Period and remaining after the withdrawals specified in clauses (i) through (xi) above to the Certificate Administrator for deposit in (A) in the case of funds other than the Yield Maintenance Premiums, the Distribution Account pursuant to Section 3.5 and (B) in the case of amounts representing the Yield Maintenance Premiums, the Yield Maintenance Premiums Distribution Account;

provided that, subject to the application of Default Interest and late payment charges in accordance with Section 3.17(b), (A) Monthly Interest Payment Advances (and Advance Interest thereon) and Administrative Advances (and Advance Interest thereon) are reimbursable solely out of collections allocable to the Trust Loan pursuant to the Co-Lender Agreement, (B) Companion Loan Advances are reimbursable solely out of collections allocable to the Companion Loan(s) pursuant to the Co-Lender Agreement, (C) the Trustee/Certificate Administrator Fee (including the portion of such Trustee/Certificate Administrator Fee payable to the Trustee as the Trustee Fee), the Operating Advisor Fee, the CREFC^® Licensing Fee and the items specified above under clause (x) are payable solely out of collections allocable to the Trust Loan pursuant to the Co-Lender Agreement, (D) interest on Companion Loan Advances with respect to the Companion Loan Note(s) are reimbursable, first, out of collections allocable to the Junior Trust Note pursuant to the Co-Lender Agreement, and then, out of collections allocable to the subject Companion Loan Note(s) as to which such Companion Loan Advance was made, and (E) subject to the foregoing clauses (A), (B), (C) and (D) of this proviso, any payment or reimbursement of any other items specified above

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under clauses (ii), (iv)(B), (v), (vi)(A), (vii) and (ix) of this Section 3.4(c) shall, as and to the extent provided in this Agreement and the Co-Lender Agreement, be made out of: (1) first, to the maximum extent permitted under the Co-Lender Agreement, any amounts on deposit in the Collection Account that would otherwise be distributable under the Co-Lender Agreement to the Junior Trust Note; and (2) second, any remaining amounts on deposit in the Collection Account that would otherwise be distributable under the Co-Lender Agreement with respect to the Senior Trust Notes and the Companion Loan Note(s), on a pro rata and pari passu basis in accordance with their relative principal balances (except with respect to interest on Monthly Interest Payment Advances, Administrative Advances and/or Companion Loan Advances which are reimbursable solely from collections on the related Senior Note), all in accordance with the Co-Lender Agreement, and taking into account the subordination of the Junior Trust Notes to the Senior Trust Notes and the Companion Loan Note(s).

If a Monthly Interest Payment Advance is made with respect to the Trust Loan, then that Monthly Interest Payment Advance, together with interest on such Monthly Debt Service Advance, shall only be reimbursed out of future payments and collections on the Trust Loan, but not out of payments or other collections on the Companion Loan(s). Likewise, the Trustee/Certificate Administrator Fee (including the portion that is the Trustee Fee) shall only be paid out of payments and other collections on the Trust Loan, but not out of payments or other collections on the Companion Loan(s).

Notwithstanding the foregoing, with respect to any Remittance Date, in no event shall the Servicer be permitted to make a withdrawal pursuant to clauses (iii), (iv)(B), (v), (vii), (viii), (ix), (x) or (xi) above of this Section 3.4(c) if: (1) the item proposed to be withdrawn, if not withdrawn, would be required to be advanced by the Servicer as an Administrative Advance or covered by a Monthly Interest Payment Advance with respect to such Remittance Date; and (2) as a result of such withdrawal, the amount on deposit in the Collection Account after giving effect to such withdrawal would be less than the Required Advance Amount (it being understood that the Servicer shall be permitted to make withdrawals in the order of priority specified above in this Section 3.4(c) so long as funds allocable to the Trust Loan equaling or exceeding the Required Advance Amount remain in the Collection Account). Notwithstanding the foregoing, such withdrawal limitations shall not apply (and accrued amounts previously eligible for withdrawal pursuant to clauses (iii), (iv)(B), (v), (vii), (viii), (ix), (x) or (xi) above of this Section 3.4(c) but which remain unpaid due to the operation of this paragraph may then be withdrawn and paid) upon (1) the final liquidation of the Trust Loan or the Properties, (2) the final payment of the Trust Loan and release of the Mortgage or (3) the determination that any Advance that would increase the currently unreimbursed Advances in the aggregate would be a Nonrecoverable Advance.

The Servicer shall pay to the Trustee and the Certificate Administrator (on behalf of itself and the Trustee) and pay to the Special Servicer and the Operating Advisor, if applicable, from the Collection Account as provided above amounts permitted to be paid to the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable, therefrom, promptly upon receipt on or prior to the Determination Date of certificates of a Servicing Officer of the Special Servicer, an officer of the Operating Advisor or a Responsible Officer of the Certificate Administrator or the Trustee, as applicable, describing the item and amount to which the Special Servicer, the Operating Advisor, the Certificate Administrator and/or the Trustee, as applicable, are entitled, together with any other information reasonably requested

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by the Servicer; provided, however, that no officer’s certificate shall be required for payment to the Special Servicer of any Special Servicing Fee, Liquidation Fee or Work-out Fee. The Servicer may rely conclusively on any such certificate, shall have no duty to recalculate the amounts stated therein and shall have no liability if the amount paid in reliance thereon is an amount to which the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as applicable, is not entitled.

On the Remittance Date for each Companion Loan, the Servicer shall remit to the related Companion Loan Holder the amounts contemplated to be payable thereto on such date as contemplated by clause (vi) of the first paragraph of this Section 3.4(c).

(c) On each Remittance Date, the Servicer shall withdraw from the Collection Account all funds received during or prior to the related Collection Period, and remaining after the withdrawals specified in clauses (i) through (xi) of the first paragraph of Section 3.4(c), and shall remit such funds to the Certificate Administrator for deposit in (i) in the case of funds other than Yield Maintenance Premiums, the Distribution Account pursuant to Section 3.5 and (ii) in the case of Yield Maintenance Premiums, the Yield Maintenance Premiums Distribution Account.

(d) If the Servicer makes any reimbursement or payment out of the Collection Account to cover any related Companion Loan Holder’s share of any cost, expense, indemnity, Property Protection Advance or interest on such Property Protection Advance, or fee with respect to the Mortgage Loan, then the Servicer (prior to the occurrence of a Special Servicing Loan Event) and the Special Servicer (following the occurrence of a Special Servicing Loan Event) shall use efforts consistent with Accepted Servicing Practices to collect such amount out of collections on such Companion Loan or, if and to the extent permitted under the related Co-Lender Agreement, from the Companion Loan Holders.

(e) If any Loss of Value Payments are received in connection with a Material Breach or a Material Document Defect, as the case may be, with respect to the Mortgage Loan pursuant to or as contemplated by Section 2.9 of this Agreement, the Special Servicer shall establish and maintain one or more accounts (collectively, the “Loss of Value Reserve Fund”) to be held in trust for the benefit of the Certificateholders, for purposes of holding such Loss of Value Payments. Each account that constitutes a Loss of Value Reserve Fund shall be an Eligible Account or a sub-account of a related Eligible Account. The Servicer and the Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Loss of Value Reserve Fund shall be accounted for as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC. Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value Reserve Fund (and any income earned thereon) through the Collection Account to the Certificateholders (or, in the case of any income earned on the Loss of Value Reserve Fund and paid to the Special Servicer as additional compensation) as damages paid to and distributed by the Trust REMICs on account of a breach of a representation or warranty by the related Loan Seller and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Loan Seller as distributions by the Trust Fund to such Loan Seller as a beneficial owner of the Loss of Value Reserve Fund. The applicable Loan Seller will be the beneficial owner of the related account in the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all income earned thereon, based upon the respective Loss of

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Value Payments made by such Loan Seller that are on deposit from time to time in the Loss Value Reserve Fund.

(f) If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to the Trust Loan or the Trust’s Interest in any related Foreclosed Property, then the Special Servicer shall, promptly upon written direction from the Servicer (provided that, with respect to clause (iv) below, the Certificate Administrator shall have provided the Servicer and the 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 Servicer for deposit into the Collection Account (or, in the case of clause (iv) below, to the Loan Seller) for the following purposes:

(i) to reimburse the Servicer, the Special Servicer or the Trustee, in accordance with Section 3.4(c) of this Agreement, for any Nonrecoverable Advance made by such party with respect to the Trust Loan, the Mortgage Loan or any related Foreclosed Property (together with any related interest thereon);

(ii) to pay, in accordance with Section 3.4(c) of this Agreement, or to reimburse the Trust for the prior payment of, any expense relating to the Mortgage Loan or any related Foreclosed Property that constitutes or, if not paid out of such Loss of Value Payments, would constitute a Trust Fund Expense, and to pay, in accordance with Section 3.4(c) of this Agreement, any unpaid Liquidation Fee due and owing to the Special Servicer in connection with the receipt of such Loss of Value Payment;

(iii) to offset any portion of any Realized Loss (or, in connection with a final liquidation of the Mortgage Loan or the Properties, any anticipated Realized Loss) that is attributable to the Mortgage Loan or any related Foreclosed Property (as calculated without regard to the application of such Loss of Value Payments); and

(iv) on the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iii) above, to each Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such Loan Seller that was used pursuant to clauses (i) through (iii) to offset, pay or reimburse, as applicable, any Realized Losses, Trust Fund Expenses or Nonrecoverable Advances (together with any related interest thereon) incurred with respect to the Mortgage Loan or any related Foreclosed Property.

Any Loss of Value Payments transferred to the Collection Account pursuant to clauses (i) through (iii) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the Mortgage Loan or any related Foreclosed Property for which such Loss of Value Payments were received.

3.5 Distribution Account. (a) The Certificate Administrator shall establish and maintain in the name of “Computershare Trust Company, National Association, as Certificate Administrator on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of ILPT Commercial Mortgage Trust 2022-LPFX, Commercial Mortgage Pass-Through Certificates Series 2022-LPFX”, a deposit account (the “Distribution Account”),

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which shall be deemed to include the Lower-Tier Distribution Account and the Upper-Tier Distribution Account, which shall be subaccounts of the Distribution Account for the benefit of the Certificateholders and the Trustee, as holder of the Uncertificated Lower-Tier Interests. The Distribution Account shall be an Eligible Account maintained with an Eligible Institution. On each Remittance Date, the Servicer shall transfer from the Collection Account to the Certificate Administrator for deposit into the Lower-Tier Distribution Account all funds received during or prior to the related Collection Period and remaining on deposit therein, after giving effect to the withdrawals made pursuant to clauses (i) through (xi) of the first paragraph of Section 3.4(c). The Certificate Administrator shall credit the funds remitted by the Servicer from the Collection Account to the Distribution Account. The Certificate Administrator shall make withdrawals from the Distribution Account to make distributions to the Certificateholders pursuant to Section 4.1.

Amounts held in the Distribution Account shall be uninvested.

The Certificate Administrator shall make withdrawals from the Distribution Account and the Yield Maintenance Premiums Distribution Account to make distributions to the Holders of the Certificates pursuant to Section 4.1 and Section 4.3, respectively.

(b) The Certificate Administrator shall make or be deemed to have made withdrawals from the Lower-Tier Distribution Account in the following order of priority and only for the following purposes:

(i) concurrently, to pay the Trustee/Certificate Administrator Fee (including the portion thereof that is the Trustee Fee) to the Certificate Administrator (who shall pay the Trustee the portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee pursuant to Section 8.5 hereof) and the Operating Advisor Fee to the Operating Advisor, respectively, but in each such case only from any Monthly Interest Payment Advance and only to the extent that such amounts are not paid out of the Collection Account pursuant to Section 3.4(c)(iii);

(ii) to make or be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.1(c) and (d) and Section 4.3(c) into the Upper-Tier Distribution Account and to make distributions to the Holder of the Class R Certificates (in respect of the Class LT-R Interest) pursuant to Section 4.1;

(iii) to withdraw amounts deposited into the Lower-Tier Distribution Account in error and pay such amounts to the Persons entitled thereto; and

(iv) to clear and terminate the Lower-Tier Distribution Account pursuant to Section 10.1.

(c) The Certificate Administrator shall make withdrawals from the Upper-Tier Distribution Account in the following order of priority and only for the following purposes:

(i) to withdraw amounts deposited in error;

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(ii) to make distributions to Holders of the Regular Certificates and the Class R Certificates (in respect of the Class UT-R Interest) on each Distribution Date pursuant to Section 4.1, Section 4.3 or Section 10.1 as applicable; and

(iii) to clear and terminate the Upper-Tier Distribution Account at the termination of this Agreement pursuant to Section 10.1.

(d) The Certificate Administrator shall establish and maintain, with respect to the Regular Certificates, an account (the “Yield Maintenance Premiums Distribution Account”) in the name of the “Computershare Trust Company, National Association, as Certificate Administrator on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of ILPT Commercial Mortgage Trust 2022-LPFX, Commercial Mortgage Pass Through Certificates Series 2022-LPFX, Class A, Class X, Class B, Class C, Class D and Class HRR – Yield Maintenance Premiums Distribution Account”. The Distribution Account shall be deemed to include the Yield Maintenance Premiums Distribution Account, and the Yield Maintenance Premiums Distribution Account shall be an Eligible Account maintained with an Eligible Institution, and may be a sub-account of the Distribution Account. The Yield Maintenance Premiums Distribution Account shall be held solely for the benefit of the Holders of the Regular Certificates. With respect to each Distribution Date, the Certificate Administrator shall make withdrawals from the Yield Maintenance Premiums Distribution Account to the extent required to make the distributions of Yield Maintenance Premiums required by Section 4.3(b) of this Agreement.

(e) The Certificate Administrator shall establish and maintain the ILPT 2022-LPFX – Rating Agency Surveillance Reserve Account in its own name for the benefit of the Trustee, in trust for the benefit of the Holders of the Certificates. The ILPT 2022-LPFX – Rating Agency Surveillance Reserve Account shall be established and maintained as an Eligible Account or as a sub-account of an Eligible Account, and the Certificate Administrator, for the benefit of the Trustee, shall have the exclusive right to withdraw funds therefrom. The Certificate Administrator shall deposit into the ILPT 2022-LPFX – Rating Agency Surveillance Reserve Account on the Closing Date the ILPT 2022-LPFX – Rating Agency Surveillance Reserve Amount upon receipt from the Loan Sellers. Funds on deposit in the ILPT 2022-LPFX – Rating Agency Surveillance Reserve Account shall remain uninvested. The Certificate Administrator shall account for the ILPT 2022-LPFX – Rating Agency Surveillance Reserve Account as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of either Trust REMIC. Furthermore, for all federal tax purposes, the Certificate Administrator shall treat any amounts paid out of the ILPT 2022-LPFX – Rating Agency Surveillance Reserve Account to the Loan Sellers as distributions by the Trust Fund to the Loan Sellers as beneficial owners of the ILPT 2022-LPFX – Rating Agency Surveillance Reserve Account.

(f) The Certificate Administrator may make withdrawals from the ILPT 2022-LPFX – Rating Agency Surveillance Reserve Account for any of the following purposes:

(i) to make payments of Xxxxx’x Surveillance Fees to Xxxxx’x and payments of DBRS Morningstar Surveillance Fees to DBRS Morningstar pursuant to Section 11.5(b) and Section 11.5(c), respectively, of this Agreement;

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(ii) to recoup any amounts deposited in the ILPT 2022-LPFX – Rating Agency Surveillance Reserve Account in error; and

(iii) on the final Distribution Date, to remit any remaining amounts in the ILPT 2022-LPFX – Rating Agency Surveillance Reserve Account to the Loan Sellers pursuant to Section 11.5(d) of this Agreement.

3.6 Foreclosed Property Account. The Special Servicer shall establish and maintain one or more deposit accounts (each, a “Foreclosed Property Account”) on behalf of the Trust for the benefit of the Certificateholders in the name of either (A) Situs Holdings, LLC, as Special Servicer on behalf of Wilmington Trust, National Association, as Trustee for the benefit of the registered Holders of ILPT Commercial Mortgage Trust 2022-LPFX, Commercial Mortgage Pass-Through Certificates, Series 2022-LPFX and the Companion Loan Holder(s), as their interests may appear” related to each Foreclosed Property, if any, held in the name of the Special Servicer on behalf of the Trustee for the benefit of the Certificateholders and the Companion Loan Holder(s) or (B) a limited liability company wholly owned by the Trust and which is managed by the Special Servicer as provided in Section 3.14, related to each Foreclosed Property, if any, held in the name of such limited liability company. Each Foreclosed Property Account shall be an Eligible Account maintained with an Eligible Institution. The Special Servicer shall deposit into the Foreclosed Property Account within two (2) Business Days of receipt all properly identified funds collected and received in connection with the operation or ownership of such Foreclosed Property. On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw the funds in any Foreclosed Property Account received through the end of such Collection Period, net of certain expenses and/or reserves (the amount of such reserves determined in the Special Servicer’s reasonable discretion), and deposit them into the Collection Account in accordance with Section 3.4(a). The Special Servicer shall notify the Certificate Administrator in writing of the location and account number of each Foreclosed Property Account and shall notify the Certificate Administrator in writing prior to any subsequent change thereof.

3.7 Appraisal Reductions. (a) Within 30 days after occurrence of an Appraisal Reduction Event, the Special Servicer shall (i) notify the Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and any applicable Consenting Party and Consulting Party of such occurrence of an Appraisal Reduction Event; (ii) order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of each of the Properties unless an Appraisal was performed within 9 months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change in the market or condition or value of such Property since the date of such Appraisal (in which case, such Appraisal may be used by the Special Servicer); and (iii) determine (no later than the first Distribution Date on or following either (x) the receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice thereof to the Servicer, the Trustee, the Operating Advisor, the Companion Loan Holder(s) (or, in

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the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates with a Certificate Balance that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect.

As of the first Determination Date following the Trust Loan becoming an AB Modified Loan, the Special Servicer shall calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal obtained by the Special Servicer with respect to the Trust Loan and all other information relevant to a Collateral Deficiency Amount determination.

The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount and/or any Collateral Deficiency Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan shall be allocated first to the Junior Trust Notes up to the principal balance of the Junior Trust Notes, with any remainder being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal balance of such Senior Notes).

Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Companion Loan Holder(s), any applicable Consenting Party and Consulting Party in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website.

The Special Servicer shall promptly notify the Servicer and the Operating Advisor, and after receipt of such notification the Servicer shall promptly notify the Trustee and the Certificate Administrator, of the determination and any redetermination of (i) any Appraisal Reduction Amount, (ii) any Collateral Deficiency Amount, and (iii) any resulting Cumulative Appraisal Reduction Amount, which notification may be satisfied by providing such information in the CREFC^® Appraisal Reduction Template or the CREFC^® Loan Periodic Update File included in the CREFC^® Reports delivered pursuant to Section 3.18(a), and the Certificate Administrator

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shall promptly post notice of the determination or redetermination of any such Appraisal Reduction Amount, Collateral Deficiency Amount and/or Cumulative Appraisal Reduction Amount, as applicable, including such CREFC^® Appraisal Reduction Template or CREFC® Loan Periodic Update File, as applicable, on the Certificate Administrator’s Website.

(b) While an Appraisal Reduction Amount exists and is allocable to the Trust Loan, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain Classes of Certificates as provided in the definition of “Voting Rights”, (y) whether any Class of Principal Balance Certificates are Non-Reduced Certificates and (z) whether a CCR Control Period and/or Operating Advisor Consultation Trigger Event is or is not then in effect as provided in the definition thereof. While a Collateral Deficiency Amount exists, the existence thereof shall be taken into account for purposes of determining whether a CCR Control Period and/or Operating Advisor Consultation Trigger Event is or is not then in effect as provided in the definition thereof.

(c) The Certificate Balance of each Class of the Principal Balance Certificates (other than the Class A Certificates) shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes, (y) whether any Class of Principal Balance Certificates are Non-Reduced Certificates and (z) whether a CCR Control Period and/or Operating Advisor Consultation Trigger Event is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated to such Class on such Distribution Date. The Certificate Balance of solely the Class HRR Certificates shall be notionally reduced (solely for purposes of determining whether a CCR Control Period and/or Operating Advisor Consultation Trigger Event is or is not then in effect) on any Distribution Date to the extent of any Collateral Deficiency Amount allocated to such Class on such Distribution Date. On each Distribution Date, any Appraisal Reduction Amount allocable to the Trust Loan shall be applied to notionally reduce the Certificate Balances of the respective Classes of the Principal Balance Certificates in the following order of priority: first, to the Class HRR Certificates; second, to the Class D Certificates; third, to the Class C Certificates; and fourth, to the Class B Certificates; provided in each case that no Certificate Balance in respect of any such Class may be notionally reduced below zero. Appraisal Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of the Class A Certificates. On each Distribution Date, any Collateral Deficiency Amount shall be applied to notionally reduce the Certificate Balance (to not less than zero) of solely the Class HRR Certificates.

(d) With respect to any Appraisal used for purposes of determining an Appraisal Reduction Amount, the appraised value (as determined by an updated Appraisal) of a Property or Foreclosed Property, as applicable, will be determined on an “as is” basis.

(e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates of an Appraisal has been obtained or conducted with respect to any particular Property or Foreclosed Property, as the case may be, during the 9-month period prior to the date of such Appraisal Reduction Event or (B) the Special Servicer has knowledge of a material change in the circumstances surrounding any particular Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the value of such Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal

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has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for each such Property or Foreclosed Property, as the case may be, the appraised value of the subject Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall be equal to (a) for the first 30 days following the 60 day-period in the immediately preceding clause (ii), 75% of the appraised value set forth in the most recent Appraisal for the subject Property or Foreclosed Property, and (b) thereafter until such new Appraisal is obtained, 75% of the Allocated Mortgage Loan Amount for the subject Property or Foreclosed Property, as the case may be (each of clause (a) and (b),the “Assumed Appraised Value”), and (y) upon receipt or performance of the new Appraisal by the Special Servicer for with respect to each Property or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such new Appraisal into account. For purposes of determining an Appraisal Reduction Amount, the appraised value (as determined by an updated Appraisal) of a Property will be determined on an “as-is” basis.

(f) During any CCR Control Period and during any CCR Consultation Period, the Special Servicer shall consult with the Controlling Class Representative in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Requesting Holders discussed below or otherwise in accordance with this Agreement. The Class HRR Certificates, if and when the Certificate Balance thereof is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Cumulative Appraisal Reduction Amount to notionally reduce the Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of any one or more Properties in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Cumulative Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated.

(g) In addition, if subsequent to the Class HRR Certificates becoming an Appraisal-Reduced Class there is a material change with respect to any Property, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal(s) shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been a change with respect to a Property designated by the Requesting Holders for an additional Appraisal

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and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall recalculate the Cumulative Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at any Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party.

(h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Cumulative Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above), the Holders and/or Beneficial Owners of the Class HRR Certificates shall not exercise any rights of the Controlling Class solely applicable during a CCR Control Period, and the Controlling Class Representative shall not be a Consenting Party, until such time, if any, as such CCR Control Period is reinstated.

3.8 Investment of Funds in the Collection Account and any Foreclosed Property Account. (a) The Servicer and, with respect to the Foreclosed Property Accounts and the Loss of Value Reserve Fund, the Special Servicer, may direct any depository institution maintaining the Collection Account, any Foreclosed Property Account, the Loss of Value Reserve Fund, the Cash Management Account (to the extent interest is not payable to the Borrower Related Parties) and any Reserve Account (to the extent interest is not payable to the Borrower Related Parties), respectively (each of the Collection Account, any Foreclosed Property Account, the Loss of Value Reserve Fund, the Cash Management Account and any Reserve Account, for purposes of this Section 3.8, an “Investment Account”), to invest the funds in such Investment Account in one or more Permitted Investments that bear interest or are sold at a discount, and that mature, unless payable on demand, no later than the Business Day preceding the date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement. Any direction by the Servicer or the Special Servicer, as applicable, to invest funds on deposit in an Investment Account shall be in writing and shall certify that the requested investment is a Permitted Investment which matures at or prior to the time required hereby or is payable on demand. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee (in its capacity as such) or in the name of a nominee of the Trustee (including, without limitation, the Certificate Administrator on behalf of the Trustee). The Servicer, acting on behalf of the Trustee, shall have sole control (or the Special Servicer, with respect to any Foreclosed Property Account) over each such investment and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent (which shall initially be the Servicer or the Special Servicer, as applicable), together with any document of transfer, if any, necessary to transfer title to such investment to the Trustee or its nominee. The Trustee shall have no responsibility or liability with respect to the investment directions of the Servicer or the Special Servicer or any losses resulting therefrom, whether from Permitted Investments or otherwise. In

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the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Servicer and the Special Servicer, as applicable, 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 (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and

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

(b) All net income and gain realized from investment of funds deposited in the Collection Account, the Cash Management Account (to the extent not payable to the Borrower) and the Reserve Accounts (to the extent not payable to the Borrower) shall be for the benefit of the Servicer in accordance with the terms and priorities of this Agreement. All net income and gain realized from investment of funds deposited in the Foreclosed Property Account shall be for the benefit of the Special Servicer. Any net losses on funds in the Collection Account, the Cash Management Account, the Reserve Accounts (except in the case of any such loss with respect to the Cash Management Account or a Reserve Account, to the extent the loss amounts were invested for the benefit of the Borrower under the terms of the Mortgage Loan Documents) or the Foreclosed Property Account shall be reimbursed by the Servicer or the Special Servicer, as applicable, from its own funds promptly, but in any event on or prior to the Remittance Date following the realization of such loss.

(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 Servicer or the Special Servicer, as applicable, shall take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. In the event the Servicer or the Special Servicer, as applicable, takes any such action, the Servicer shall pay or reimburse the Servicer or the Special Servicer, as applicable, out of the Trust Fund, pursuant to Section 3.4(c), for all reasonable out of pocket expenses, disbursements and advances incurred or made by the Servicer or the Special Servicer, as applicable, in connection therewith.

(d) Notwithstanding the foregoing, none of the Servicer, the Special Servicer or the Certificate Administrator (each in its capacity as the Servicer, the Special Servicer or the Certificate Administrator, as the case may be) shall be required to deposit any loss on an investment of funds in an account described in this Section 3.8 if such loss was incurred solely as a result of the bankruptcy or insolvency of a depository institution or trust company holding such account, so long as (i) such depository institution or trust company satisfied the qualifications set forth in the definition of Eligible Institution at the time such investment or deposit was made and 30 days prior to the date of such loss; (ii) such depository institution or trust company was not the Servicer, the Special Servicer or the Certificate Administrator, as applicable, or an Affiliate thereof, and (iii) such loss is not the result of fraud, negligence, bad faith or willful misconduct of the Servicer, the Special Servicer or the Certificate Administrator, as applicable; provided,

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however, that none of the Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall have any responsibility or liability with respect to the investment directions made by any other party to this Agreement (not involving any investment direction from the party seeking to be absolved from responsibility and liability) or any losses resulting therefrom, whether from Permitted Investments or otherwise.

3.9 Payment of Taxes, Assessments, etc. The Servicer (other than with respect to a Foreclosed Property) and the Special Servicer (with respect to any Foreclosed Property) shall maintain accurate records with respect to the Properties (or such Foreclosed Property, as the case may be) reflecting the status of real estate taxes, assessments, charges and other similar items that are or may become a lien on any of the Properties (or such Foreclosed Property, as the case may be) and the status of insurance premiums payable in respect of insurance policies required to be maintained pursuant to Section 3.11 hereof. The Servicer shall obtain, from time to time, all bills for the payment of such items (including renewal premiums). The Servicer shall pay real estate taxes, assessments and charges, insurance premiums, PILOT Payments, ground rent, operating expenses and other similar items from funds in the applicable Reserve Account in accordance with the Mortgage Loan Agreement at such time as may be required by the Mortgage Loan Documents. If the Borrower Related Parties do not make the necessary payments and/or a Mortgage Loan Event of Default has occurred and amounts in the applicable Reserve Account are insufficient to make such payments, the Servicer shall make a Property Protection Advance, subject to the determination of non-recoverability provided in Section 3.23, from its own funds for amounts payable with respect to all such items related to the Properties when and as the same shall become due and payable. The Servicer shall ensure that the amount of funds in the applicable Reserve Account is increased when and if applicable taxes, assessments, charges and other similar items, PILOT Payments, ground rents or insurance premiums are increased, in accordance with the terms of the Mortgage Loan Agreement.

3.10 Appointment of Special Servicer(i). (a) Situs Holdings, LLC is hereby appointed as the initial Special Servicer to service the Mortgage Loan while a Special Servicing Loan Event has occurred and is continuing and perform the other obligations of the Special Servicer hereunder. The initial Special Servicer and any of its Affiliates shall not (i) pay, or become obligated, whether by agreement or otherwise, and whether or not subject to any condition or contingency, to pay the Operating Advisor or any Affiliate thereof any fee, or otherwise compensate or grant monetary or other consideration to the Operating Advisor or any Affiliate thereof (x) in connection with its obligations under this Agreement or the performance thereof (other than any amounts that the Servicer (if it is an Affiliate of the Special Servicer) is required to pay or remit to the Operating Advisor in accordance with Section 3.4(c) of this Agreement) or (y) in connection with the appointment of such Person as, or any recommendation by the Operating Advisor for such Person to become, the successor Special Servicer, (ii) become entitled to receive any compensation from the Operating Advisor or any Affiliate thereof in connection with its obligations under this Agreement or the performance thereof, or (iii) become entitled to receive any fee from the Operating Advisor or any Affiliate thereof in connection with the appointment of such Person as Special Servicer, unless, in each of the foregoing clauses (i) through (iii), such transaction has been expressly approved by 100% of the Certificateholders.

(b) If there is a Special Servicer Termination Event with respect to any Special Servicer, such Special Servicer may be removed and replaced pursuant to Sections 7.1 and 7.2.

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Upon the occurrence of a Special Servicer Termination Event, the Trustee must upon actual knowledge by a Responsible Officer, promptly notify the Companion Loan Holder(s) and the Certificate Administrator in writing and the Certificate Administrator shall (i) post such notice on the Certificate Administrator’s website, (ii) provide such notice to the 17g-5 Information Provider who must post such notice thereof to the 17g-5 Information Provider’s website and (iii) provide notice to the Certificateholders by mail, to the addresses set forth on the Certificate Register, unless the related Special Servicer Termination Event has been cured or waived. The appointment of any such successor Special Servicer shall not relieve the Servicer or the Trustee of their respective obligations to make Advances as set forth herein; provided, however, that the initial Special Servicer specified above shall not be liable for any actions or any inaction of such successor Special Servicer. No termination fee shall be payable to the terminated Special Servicer. No termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until the successor Special Servicer has assumed all of its responsibilities, duties and liabilities hereunder in writing and Rating Agency Confirmation with respect to such appointment has been delivered to the Trustee. Any successor Special Servicer shall be deemed to make the representations and warranties provided for in Section 2.5(a) mutatis mutandis as of the date of its succession. In addition, the Person accepting such assignment and delegation shall constitute a Qualified Replacement Special Servicer.

The terminated Special Servicer shall retain all rights accruing to it under this Agreement, including the right to receive fees accrued prior to its termination and other amounts payable to it (including indemnification payments).

(c) Upon determining that a Special Servicing Loan Event has occurred and is continuing, the Servicer shall immediately give notice thereof to the Special Servicer, the Operating Advisor, the Trustee, the Companion Loan Holder(s) and the Certificate Administrator, and the Servicer shall use its reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Mortgage Loan File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan and reasonably requested by the Special Servicer to enable it to assume its duties hereunder with respect thereto. The Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the date that a Special Servicing Loan Event has occurred. The Servicer in any event shall continue to act as Servicer and administrator of the Mortgage Loan until the Special Servicer has commenced the servicing of the Mortgage Loan, upon the occurrence and during the continuation of a Special Servicing Loan Event, which shall occur, in the case of a Special Servicing Loan Event, upon the receipt by the Special Servicer of the information, documents and records referred to in the preceding sentence. The Special Servicer shall instruct the Borrower Related Parties to continue to remit all payments in respect of the Mortgage Loan to the Servicer. The Servicer shall forward any notices it would otherwise send to the Borrower Related Parties under the Mortgage Loan to the Special Servicer who shall send such notice to the Borrower Related Parties while a Special Servicing Loan Event has occurred and is continuing. The Servicer (or, while a Special Servicing Loan Event has occurred and is continuing, the Special Servicer) shall provide any applicable mezzanine lender all default-related notices required under the Mezzanine Intercreditor Agreement, including, without limitation, in connection with any cure rights or purchase option. During the continuance of a Special Servicing Loan Event with respect to the Mortgage Loan, the Special Servicer shall determine the effect on net present value of various courses of action with respect to the Mortgage

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Loan, including without limitation, work-out of the Mortgage Loan or foreclosure on the Properties and pursue, subject to the terms of this Agreement, the course of action that it determines would maximize recovery on the Mortgage Loan on a net present value basis. All net present value determinations shall be made in accordance with Section 1.3(c).

(d) Upon determining that a Special Servicing Loan Event is no longer continuing, the Special Servicer shall promptly give notice thereof to the Companion Loan Holder(s), the Servicer, the Operating Advisor, the Trustee and the Certificate Administrator, and upon giving such notice such Special Servicing Loan Event shall cease, the Special Servicer’s obligation to service the Mortgage Loan shall terminate and the obligations of the Servicer to service and administer the Mortgage Loan shall resume and the Special Servicer shall return all of the information and materials furnished to the Special Servicer pursuant to Section 3.10(c) to the Servicer.

(e) In making a Major Decision or in servicing the Mortgage Loan during the continuance of a Special Servicing Loan Event, the Special Servicer shall provide to the Certificate Administrator originals of documents entered into in connection therewith that are required to be included within the definition of “Mortgage Loan File” for inclusion in the Mortgage Loan File (to the extent such documents are in the possession of the Special Servicer) and copies of any additional related Mortgage Loan information, including written or electronic correspondence with the Borrower Related Parties, and the Special Servicer shall promptly provide copies of all of the foregoing to the Servicer and the Operating Advisor as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer, provided that, such materials shall not include any Privileged Information.

(f) During any period in which a Special Servicing Loan Event is continuing with respect to the Mortgage Loan, no later than 2:00 p.m. (New York time) the Business Day following the Determination Date, the Special Servicer shall deliver to the Servicer a written statement (or, if applicable, one or more CREFC^® Reports that contain(s) the information set forth in clauses (i) and (ii) below of this Section 3.10(f)) describing (i) the amount of all payments received on the Mortgage Loan, the amount of Insurance Proceeds, Condemnation Proceeds and Net Liquidation Proceeds received, the amount of any Foreclosure Proceeds received with respect to the Properties, and the amount of net income or net loss, as determined from 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 rental income that does not constitute rents from real property with respect to, the Foreclosed Property, in each case in accordance with Section 3.15 and (ii) such additional information relating to the Mortgage Loan as the Servicer, the Certificate Administrator or the Trustee reasonably requests to enable it to perform its duties under this Agreement.

(g) Notwithstanding the provisions of the preceding subsection (c), the Servicer shall maintain ongoing payment records with respect to the Mortgage Loan and shall provide the Special Servicer with any information reasonably required by the Special Servicer to perform its duties under this Agreement. Such records shall be maintained on both a whole loan basis and a note by note basis.

(h) Within 60 days after a Special Servicing Loan Event occurs, the Special Servicer shall prepare a report (the “Asset Status Report”) for the Mortgage Loan and deliver such

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report (in a format reasonably acceptable to the recipients and the Special Servicer) to any applicable Consenting Party and Consulting Party, and any Companion Loan Holder(s) and, in the case of a Final Asset Status Report, to the Servicer, the Operating Advisor (even if the Operating Advisor is not a Consulting Party), the Certificate Administrator and the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)). The Special Servicer shall label, or otherwise communicate to the parties to which a Final Asset Status Report is to be delivered, each Final Asset Status Report as being final. The Special Servicer shall notify the Operating Advisor of whether any Asset Status Report delivered to the Operating Advisor is a Final Asset Status Report, which notification may be satisfied by (i) delivery of an Asset Status Report that is either signed by the Controlling Class Representative or that otherwise includes an indication that such Asset Status Report is deemed approved due to the passage of any required consent or consultation time period or (ii) such other method as reasonably agreed to by the Operating Advisor and the Special Servicer. Each Asset Status Report shall set forth the following information to the extent reasonably determinable:

(i) summary of the status of the Mortgage Loan and any negotiations with the Borrowers and any Borrower Related Party;

(ii) a discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent with Accepted Servicing Practices, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the Mortgage Loan and whether outside legal counsel has been retained;

(iii) the most current rent roll and income or operating statement available for the related Properties;

(iv) the Special Servicer’s recommendations on how the Mortgage Loan might be returned to performing status or otherwise realized upon;

(v) the appraised value of the Properties together with the Appraisal or the assumptions used in the calculation thereof;

(vi) the status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed work-outs with respect thereto and the status of any negotiations with respect to such work-outs, and an assessment of the likelihood of additional Mortgage Loan Events of Default;

(vii) a description of any proposed amendment, modification or waiver of a material term of any ground lease or any PILOT Lease;

(viii) a description of any actions taken or proposed actions to be taken;

(ix) the alternative courses of action considered by the Special Servicer in connection with any actions taken or proposed actions to be taken;

(x) the action that the Special Servicer made or intends or proposes to make, including a narrative analysis setting forth the Special Servicer’s rationale for its proposed

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action, including its rejection of the alternatives; and an analysis of whether or not taking such action is reasonably likely to produce a greater recovery on a present value basis than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the net present value calculation (including the applicable discount rate used) and all related assumptions;

(xi) a summary of the status of any action that was described in the most recent prior Asset Status Report and subsequently effected by the Special Servicer; and

(xii) such other information as the Special Servicer deems relevant in light of the proposed action and Accepted Servicing Practices.

The Special Servicer shall: (x) deliver to the Certificate Administrator, in an electronic format reasonably acceptable to the Certificate Administrator and the Special Servicer, a proposed notice to Certificateholders that shall include a summary of any Final Asset Status Report (which shall be a brief summary of the current status of the Properties and strategy with respect to the resolution and work-out of the Mortgage Loan), and the Certificate Administrator shall post such summary (but not the Asset Status Report) on the Certificate Administrator’s Website pursuant to Section 8.14(b); (y) deliver any Final Asset Status Report to the 17g-5 Information Provider in an electronic format reasonably acceptable to the 17g-5 Information Provider (who shall post such Final Asset Status Report to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b); and (z) implement the applicable Final Asset Status Report in the form delivered to the 17g-5 Information Provider pursuant to the first paragraph of this Section 3.10(h). If the Special Servicer modifies any Final Asset Status Report that it has previously delivered, then, in connection therewith, the Special Servicer shall (i) deliver such modified Final Asset Status Report (in a format reasonably acceptable to the recipients and the Special Servicer) to any applicable Consenting Party, any applicable Consulting Party, the Servicer, any Companion Loan Holder(s), the Operating Advisor (even if it is not a Consulting Party), (ii) deliver such modified Final Asset Status Report to the 17g-5 Information Provider in an electronic format reasonably acceptable to the 17g-5 Information Provider (which the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)), (iii) deliver a summary of the modified Final Asset Status Report to the Certificate Administrator (in an electronic format reasonably acceptable to the Certificate Administrator), which the Certificate Administrator shall post on the Certificate Administrator’s Website pursuant Section 8.14(b), and (iv) implement such modified Final Asset Status Report in the form delivered to the 17g-5 Information Provider.

If any applicable Consenting Party (i) affirmatively approves in writing an Asset Status Report or (ii) does not disapprove an Asset Status Report within ten Business Days after receipt of such Asset Status Report together with all information in the possession of the Special Servicer that is reasonably necessary for such Consenting Party to make a decision regarding such Asset Status Report (in which case, under the circumstances set forth in this clause (ii), such Consenting Party shall be deemed to have approved such Asset Status Report), then the Special Servicer shall take the recommended actions described in such Asset Status Report. Within ten Business Days after receipt of an Asset Status Report, together with all information reasonably requested by any applicable Consenting Party in the possession of the Special Servicer that is

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reasonably necessary to make a decision regarding the Asset Status Report, such Consenting Party may object to such Asset Status Report.

If any applicable Consenting Party disapproves an Asset Status Report within the above-referenced ten Business Day period, then the Special Servicer shall revise such Asset Status Report and deliver such revised Asset Status Report as soon as practicable thereafter, but in no event later than 30 days after such disapproval of the Asset Status Report by such Consenting Party, to (i) any applicable Consenting Party, (ii) any applicable Consulting Party, (iii) the Servicer, (iv) any Companion Loan Holder(s), and (iv) solely in the case of a Final Asset Status Report, the Operating Advisor (even if the Operating Advisor is not a Consulting Party), the Certificate Administrator and the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)). If and for so long as there is an applicable Consenting Party, the Special Servicer shall revise such Asset Status Report as provided in the prior sentence until the earliest of (a) the delivery by such Consenting Party of an affirmative approval in writing of such revised Asset Status Report, (b) the Special Servicer’s determination, consistent with Accepted Servicing Practices, that such objection is not in the best interests of the Certificateholders and (c) the failure of such Consenting Party to disapprove such revised Asset Status Report in writing within ten Business Days of its receipt thereof; provided that the Special Servicer may take actions with respect to the related Property before the expiration of such ten Business Day period if the Special Servicer reasonably determines that failure to take such action before the expiration of such ten Business Day period would violate the Accepted Servicing Practices; and provided, further, that if such Consenting Party has timely disapproved as required hereunder, but has not approved or been deemed to approve any revised Asset Status Report within 60 days from the first submission of an initial Asset Status Report, then the Special Servicer and such Consenting Party shall use reasonable efforts to negotiate a mutually agreeable Asset Status Report during the next thirty (30) days, and if they are unable to reach an agreement within such 30-day period, the Special Servicer shall take such action recommended in its most recently submitted Asset Status Report, provided, that such action does not violate Accepted Servicing Practices (or, if such action would violate Accepted Servicing Practices, the Special Servicer shall take such action as was reflected in its most recently submitted Asset Status Report that is consistent with Accepted Servicing Practices and such Asset Status Report shall be deemed a Final Asset Status Report). The Asset Status Report and all modifications thereto shall be prepared in accordance with the Accepted Servicing Practices.

The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement the new action in such revised report so long as such revised report has been prepared, delivered, reviewed and either approved or not rejected as provided above.

If and for so long as there is an applicable Consulting Party, the Special Servicer shall consult on a non-binding basis with such Consulting Party in connection with each Asset Status Report prior to finalizing and executing such Asset Status Report and such Consulting Party shall be permitted to propose alternative courses of action within 10 Business Days of receipt of each Asset Status Report. The Special Servicer shall consider any such alternative courses of action and any other feedback provided by any applicable Consulting Party. The Special Servicer may revise the Asset Status Reports as it deems reasonably necessary in accordance with Accepted Servicing Practices to take into account any input and/or recommendations of the applicable

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Consulting Party. The Special Servicer shall deliver to the Operating Advisor each Final Asset Status Report and, if an Operating Advisor Consultation Trigger Event exists, each other Asset Status Report.

The Special Servicer may not take any action inconsistent with an Asset Status Report that has been adopted as provided above, unless such action would be required in order to act in accordance with Accepted Servicing Practices. During any CCR Control Period or any CCR Consultation Period or during the continuance of an Operating Advisor Consultation Trigger Event, if the Special Servicer takes any action inconsistent with an Asset Status Report that has been adopted as provided above, the Special Servicer shall promptly notify the Operating Advisor and, during any CCR Control Period or any CCR Consultation Period, the Controlling Class Representative of such inconsistent action and provide a reasonably detailed explanation of the reasons therefor.

Notwithstanding anything herein to the contrary: (i) the Special Servicer shall have no right or obligation to consult with or to seek and/or obtain consent or approval from any Controlling Class Representative prior to acting (and provisions of this Agreement requiring such consultation, consent or approval shall be of no effect) during the period following any resignation or removal of a Controlling Class Representative and before a replacement is selected and/or identified; and (ii) no advice, direction, objection or consultation from or by a Consenting Party or a Consulting Party, as applicable, pursuant to or as contemplated by any provision of this Agreement, may (and neither the Special Servicer nor the Servicer shall follow any such advice, direction, objection or consultation that the Special Servicer or the Servicer, as applicable, has determined, in its reasonable, good faith judgment, would): (A) require or cause the Special Servicer or the Servicer to violate applicable law, the terms of the Mortgage Loan Documents, the Co-Lender Agreement or any related mezzanine intercreditor agreement or any Section of this Agreement, including the Special Servicer’s or the Servicer’s obligation to act in accordance with Accepted Servicing Practices, (B) result in the imposition of federal income tax on the Trust, or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code, (C) expose the Trust, any Certificateholder, the Companion Loan Holders, the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or any of their respective Affiliates, members, managers, officers, directors, employees or agents, to any material claim, suit or liability or (D) materially expand the scope of the Servicer’s or Special Servicer’s responsibilities under this Agreement or the scope of the Trustee’s or Certificate Administrator’s responsibilities under this Agreement.

(i) During the continuance of a Special Servicing Loan Event, the Special Servicer shall have the authority to meet with the Borrower Related Parties and, subject to the rights of any applicable Consenting Party and any applicable Consulting Party, take any actions consistent with Section 3.24, Accepted Servicing Practices and the most recent Asset Status Report.

(j) Upon request of any Certificateholder (or any Beneficial Owner, if applicable), which constitutes a Non-Restricted Privileged Person and which shall have provided the Certificate Administrator with an Investor Certification in the form of Exhibit K-1, the Certificate Administrator shall mail or transmit electronically, without charge, to the address specified in such request a copy of the summary of any Final Asset Status Report. Notwithstanding

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anything to the contrary in this Agreement, a Certificateholder (or any Beneficial Owner, if applicable), which shall have provided the Certificate Administrator with an Investor Certification in the form of Exhibit K-2, shall only be entitled to receive a copy of the most current Distribution Date Statements and no other reports from the Certificate Administrator’s Website.

(k) During the continuance of a Special Servicing Loan Event, on the last day of each Collection Period the Special Servicer shall prepare and deliver to the Servicer the CREFC^® Special Servicer Loan File and, to the extent required under the then current applicable CREFC^® guidelines, CREFC^® Special Servicer Property File with respect to the Mortgage Loan.

3.11 Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts consistent with Accepted Servicing Practices to cause the Borrowers to maintain (or if the Borrowers fail to maintain such insurance, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates and to the extent the Trustee, as mortgagee, has an insurable interest) insurance with respect to each Property of the types and in the amounts required to be maintained by the Borrowers under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrowers to be in default with respect to the failure of the Borrowers to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of any applicable Consenting Party) has determined, in accordance with Accepted Servicing Practices, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Default. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the related Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to any Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the related Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust).

(b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each Foreclosed Property as the Borrowers are required to maintain with respect to such Property referred to in subsection (a) of this Section 3.11. The cost of any such insurance with respect to a Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust). Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under

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subsection (a) of this Section 3.11) that is required to be maintained with respect to any Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, as prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holder(s) has an insurable interest. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates.

(c) The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Properties or Foreclosed Properties, as the case may be, for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to any particular Property or Foreclosed Property, if not borne by the Borrowers, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance (in which case it shall be paid from the Collection Account as an expense of the Trust). If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices.

(d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability rated at least as follows by at least one of the following credit rating agencies: “A-” by Fitch, “A-” by S&P, “A3” by Xxxxx’x, “A-” by KBRA, “A(low)” by DBRS Morningstar or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by any of the Rating Agencies to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Servicer, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the

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coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy.

Both the Servicer and Special Servicer shall be required to use reasonable efforts to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policy.

In lieu of the foregoing, but subject to this Section 3.11(d), the Servicer and Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote parent’s) long-term unsecured debt or deposit accounts is at least “A3” by Xxxxx’x and “A(low)” or its equivalent by DBRS Morningstar or, if not then rated by a particular Rating Agency, either (x) rated no lower than an equivalent rating by at least two other NRSROs (which may include the other Rating Agency) or (y) rated no lower than “A:VIII” by A.M. Best Company, Inc.

(e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Certificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalf (with a copy to the Operating Advisor), a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall make any such certificate of insurance available to the requesting Certificateholder on a confidential basis.

(f) The Operating Advisor 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 (from (i) any insurer whose claims-paying ability is rated at least as follows by at least one of the following credit rating agencies: “A-” by Fitch, “A-” by S&P, “A3” by Xxxxx’x, “A-” by KBRA, “A(low)” by DBRS Morningstar or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by any of the Rating Agencies to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.

3.12 Procedures with Respect to Defaulted Mortgage Loan; Realization upon the Properties. (a) Upon a Mortgage Loan Event of Default, the Special Servicer on behalf of the Trust and the Companion Loan Holder(s) (subject to the consent rights of any applicable Consenting Party and the consultation rights of any applicable Consulting Party), subject to the terms of the Mortgage Loan Documents and consistent with Accepted Servicing Practices, shall service and administer the defaulted Mortgage Loan in accordance with Accepted Servicing

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Practices and the remedies set forth in the Mortgage Loan Documents, and shall pursue such other resolutions or recovery strategies including workout, foreclosure or sale of such Mortgage Loan, as is consistent with the Trust and Servicing Agreement and Accepted Servicing Practices, including foreclosure or otherwise realization on the Properties and the other collateral for the Mortgage Loan. In connection with any foreclosure, enforcement of the applicable Mortgage Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account as an expense of the Trust if consistent with Accepted Servicing Practices.

(b) Such proposed acceleration of the Mortgage Loan and/or foreclosure on the Properties shall be taken unless the Special Servicer waives such Mortgage Loan Event of Default (or modifies or amends the Mortgage Loan to cure the Mortgage Loan Event of Default), which the Special Servicer may do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and does not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions or constitute a “significant modification” of the Mortgage Loan under Treasury Regulations Section 1.860G-2(b).

(c) In connection with such foreclosure as described in Section 3.12(a) or other realization on the Properties, the Special Servicer shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall not be permitted to direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own funds to restore any Property damaged by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable, permitted the related insurance policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend its own funds to restore a Property damaged by an Uninsured Cause (which insurance policy did not lapse in violation of the Servicer’s obligations), such expense shall be a Property Protection Advance. In connection with any foreclosure, enforcement of the Mortgage Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid as an expense of the Trust from the Collection Account if consistent with Accepted Servicing Practices.

(d) Notwithstanding the foregoing, the Special Servicer may not foreclose on any Property on behalf of the Trust and the Companion Loan Holder(s) and thereby cause the Trust to be the beneficial owner of any Property, or take any other action with respect to any Property that would cause the Trust or the Certificate Administrator or the Trustee, on behalf of the Trust, or any Companion Loan Holder to be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Property within the meaning of CERCLA or any comparable law, unless the Special Servicer has previously determined, based on a report prepared at the expense of the Trust by an independent person who regularly conducts site assessments for purchasers of comparable properties, that (i) such Property is in compliance with applicable

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Environmental Laws or that taking the remedial actions necessary to comply with such laws is reasonably likely to produce a greater recovery on a present value basis than not taking such actions and (ii) there are no circumstances known to the Special Servicer relating to the use of hazardous substances or petroleum-based materials which require investigation or remediation, or that if such circumstances exist taking such remedial actions is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions. The Special Servicer shall deliver a copy of any such report in electronic format to the 17g-5 Information Provider (who shall make such report available to the Rating Agencies and NRSROs pursuant to Section 8.14(b)) and to the Certificate Administrator (who shall post such report to the Certificate Administrator’s Website pursuant to Section 8.14(b)).

If the Special Servicer has so determined based on satisfaction of the criteria in this Section 3.12(d) that it would be in the best economic interest of the Trust and the Companion Loan Holder(s) (as a collective whole, as if the Trust and the Companion Loan Holder(s) constituted a single lender) (as determined in accordance with Accepted Servicing Practices) to institute a foreclosure or take any other actions described in Section 3.12(a), then subject to the rights of any related mezzanine lender, if applicable, and subject to the rights of (i) any applicable Consenting Party to consent to, and (ii) any applicable Consulting Party to consult in respect of, such action pursuant to the terms hereof, the Special Servicer shall take such proposed action.

The Special Servicer shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean up or remediation as a Property Protection Advance unless the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account as an expense of the Trust if consistent with Accepted Servicing Practices.

(e) The environmental site assessments contemplated by Section 3.12(d) shall be prepared by any Independent Person who regularly conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in a manner consistent with Accepted Servicing Practices. The cost of each such environmental site assessment shall qualify as a Property Protection Advance and shall be advanced by the Servicer unless the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance.

(f) Notwithstanding any provision herein to the contrary, the Special Servicer shall not acquire and hold for the benefit of the Trust any personal property (including any Collateral consisting of franchise agreements, intellectual property or equity interests in any entity or other non-real property Collateral) pursuant to this Section 3.12 unless:

(i) such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special Servicer; or

(ii) the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance) to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC under the REMIC Provisions or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC

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under the Code at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding.

(g) Notwithstanding any acquisition of title to any Property following a Mortgage Loan Event of Default and cancellation of the Mortgage Loan, the Mortgage Loan shall in whole or in part (to the extent allocable to any Property that has become a Foreclosed Property) be an REO Mortgage Loan and shall be deemed to remain outstanding and held in the Trust for purposes of all calculations hereunder, including the application of collections, and shall be reduced only by collections net of expenses. For purposes of all calculations hereunder, so long as the Mortgage Loan shall be deemed to remain outstanding, (i) it shall be assumed that the unpaid principal balance of the Mortgage Loan immediately after any discharge is equal to the unpaid principal balance of the Mortgage Loan immediately prior to such discharge and (ii) Foreclosure Proceeds shall be applied as provided in Section 1.3(b).

(h) The Special Servicer shall notify the Servicer of any Property (including any Foreclosed Property) which is abandoned or foreclosed that requires reporting to the IRS and shall provide the Servicer with all information regarding forgiveness of indebtedness and required to be reported with respect to any item in the Trust Fund which is abandoned or foreclosed and the Servicer shall report to the IRS and the Borrowers, in the manner required by applicable law, such information and the Servicer shall report, via Form 1099A and 1099C, all forgiveness of indebtedness and foreclosure and abandonments to the extent such information has been provided to the Servicer by the Special Servicer. Upon the occurrence of a forgiveness of indebtedness with respect to any Property (including any Foreclosed Property), the Special Servicer shall deliver to the Servicer its Form 1099 reporting, in a format consistent with CREFC reporting practices and reasonably acceptable to both the Servicer and Special Servicer, on or before January 20 of each calendar year or, if such date is not a Business Day, on the preceding Business Day. Upon request, the Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.

3.13 Certificate Administrator to Cooperate; Release of Items in Mortgage Loan File. From time to time and as appropriate for the servicing of the Mortgage Loan or foreclosure of or realization on any Property, the Certificate Administrator shall, upon request of the Servicer or the Special Servicer and delivery to the Certificate Administrator of a request for release in the form of Exhibit B hereto, release or cause its Custodian to release any items from the Mortgage Loan File to the Servicer or the Special Servicer, as the case may be, within the lesser of (i) seven (7) calendar days and (ii) five (5) Business Days of its receipt of the related request for release, and the Trustee shall execute such documents furnished to it as shall be necessary to the prosecution of any such proceedings. Such receipt for release shall obligate the Servicer or the Special Servicer to (and the Servicer or the Special Servicer, as applicable, shall) return such items to the Certificate Administrator (or a Custodian on its behalf) when the need therefor by the Servicer or the Special Servicer no longer exists. The Certificate Administrator shall not have any responsibility or duty with respect to any item in the Mortgage Loan File while not in its (or its Custodian’s) physical possession (provided that such item in the Mortgage Loan File was properly released in accordance with this Agreement), it being understood and agreed that possession by the Certificate Administrator of any Collateral Security Documents shall not be imputed to the Certificate Administrator at any time such Collateral Security Documents have been properly released pursuant to the terms hereof.

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3.14 Title and Management of Foreclosed Property. (a) In the event that title to any Property is acquired for the benefit of the Certificateholders and the Companion Loan Holder(s) in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of ILPT Commercial Mortgage Trust 2022-LPFX, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holder(s) or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to such Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust and the Companion Loan Holder(s), shall dispose of any Foreclosed Property held by the Trust as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall hire on behalf of the Trust and the Companion Loan Holder(s) a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Certificateholders and the Companion Loan Holder(s) solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi).

(b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6.

(c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property for the benefit of the Trust and the Companion Loan Holder(s) (as a collective whole as if the Trust and the Companion Loan Holder(s) constituted a single lender) in accordance with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B).

The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a

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Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to:

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

(ii) all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and

(iii) all costs and expenses necessary to preserve such Foreclosed Property, including the payment of PILOT Payments and ground rent, if any.

To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices.

(d) The Special Servicer, on behalf of the Trust, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Properties; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that:

(i) the terms and conditions of any such contract shall not be inconsistent herewith;

(ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Properties, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and

(iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust on behalf of the Certificateholders and the Companion Loan Holder(s) with respect to the operation and management of any such Foreclosed Properties.

The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the

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Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan Holder(s). Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances.

(e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to each Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

3.15 Sale of Foreclosed Property. (a) In the event that title to any Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Certificateholders and the Companion Loan Holder(s) in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holder(s) or as otherwise contemplated pursuant to Section 8.10. The Special Servicer shall be empowered, subject to the Code and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations of any Foreclosed Property in accordance with Accepted Servicing Practices and in the best interest of the Certificateholders and the Companion Loan Holder(s), as a collective whole as if such Certificateholders and the Companion Loan Holder(s) constituted a single lender. The Special Servicer, on behalf of the Trust and the Companion Loan Holder(s), shall sell any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in no event later than the time period set forth in Section 12.2 hereof in a manner provided under this Section 3.15.

(b) [Reserved.]

(c) Subject to the consent rights of any applicable Consenting Party and the consultation rights of any applicable Consulting Party, the Special Servicer shall accept the highest cash offer for a Foreclosed Property received from any person. However, in no event may such offer be less than an amount at least equal to the portion of the Repurchase Price (calculated based on the Mortgage Loan instead of the Trust Loan) attributable to such Foreclosed Property. In the absence of any such offer, the Special Servicer shall accept the highest cash offer (other than from an Interested Person) that it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest offeror is an Interested Person or any Certificateholder, then the Trustee shall determine the fairness of the highest offer based upon an independent appraisal

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obtained at the expense of the Trust; provided, that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the Foreclosed Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Notwithstanding the foregoing and subject to any consent rights of any applicable Consenting Party and any consultation rights of any applicable Consulting Party, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Certificateholders and the Companion Loan Holder(s) (as a collective whole, as if such Certificateholders and the Companion Loan Holder(s) constituted a single lender), and the Special Servicer may accept a lower cash offer (from any person other than itself or an Affiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Certificateholders and the Companion Loan Holder(s) (as a collective whole, as if such Certificateholders and Companion Loan Holder(s) constituted a single lender).

(d) Subject to the provisions of Sections 3.14 and Section 12.2, the Special Servicer shall act on behalf of the Trust and the Companion Loan Holder(s) in negotiating and taking any other action necessary or appropriate in connection with the sale of a Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be without recourse to the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Certificateholders or the Companion Loan Holder(s) (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan Holder(s)) and if consummated in accordance with the terms of this Agreement, none of the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor shall have any liability to any Certificateholder or Companion Loan Holder(s) with respect to the purchase price thereof accepted by the Special Servicer or the Trustee.

(e) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a).

(f) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC^® Report by the Servicer or the Special Servicer) to the Operating Advisor (if not previously made available on the Certificate Administrator’s Website) and to the Servicer, and the Servicer shall provide (to the extent received from the Special Servicer) to the Companion Loan Holder(s), the Trustee and the Certificate

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Administrator a statement of accounting (or, if applicable, one or more CREFC^® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the Foreclosed Property, including, without limitation, (i) the date the Foreclosed Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the Allocated Mortgage Loan Amount of such Foreclosed Property, and (v) such other information as the Companion Loan Holder(s), the Trustee or the Certificate Administrator may reasonably request.

(g) The Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Properties required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

3.16 Sale of the Mortgage Loan.(a)

(a) (i) Within 60 days after the occurrence of a Special Servicing Loan Event, the Special Servicer shall use reasonable efforts to order (but shall not be required to be received within that 60-day period) an Appraisal for each Property. The Servicer shall promptly notify in writing the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Companion Loan Holder(s), any applicable Consenting Party and any applicable Consulting Party of the occurrence of such Special Servicing Loan Event, and the Special Servicer shall, within the time period specified in any related mezzanine intercreditor agreement, but in any event no later than five Business Days after receipt of such notice, notify any related mezzanine lender of the occurrence of such Special Servicing Loan Event, which notice may result in the trigger of such mezzanine lender’s purchase option rights under the related mezzanine intercreditor agreement. Upon receipt by the Special Servicer of the notice described in the preceding sentence, subject to the right of any related mezzanine lender to purchase the Mortgage Loan pursuant to the related mezzanine intercreditor agreement, if any, and provided that the Mortgage Loan is a Defaulted Mortgage Loan, the Special Servicer may offer to sell to any Person the Mortgage Loan or the Special Servicer (or an affiliate thereof) may offer to purchase the Mortgage Loan, if and when the Special Servicer determines, consistent with Accepted Servicing Practices, that no satisfactory arrangements can be made for collection of delinquent payments thereon and such a sale would be in the best economic interests of the Trust and the Companion Loan Holder(s) (as a collective whole, as if the Trust and the Companion Loan Holder(s) constituted a single lender) on a net present value basis. The Special Servicer shall provide the Companion Loan Holder(s), the Trustee, the Certificate Administrator, the Operating Advisor, any applicable Consenting Party and any applicable Consulting Party not less than five (5) Business Days prior written notice of its intention to sell the Mortgage Loan, in which case the Special Servicer is required to accept the highest cash offer received from any Person (other than any Interested Person) for the Mortgage Loan in an amount at least equal to the Repurchase Price applicable to the Mortgage Loan (which will be calculated in a matter similar to that set forth under the definition of “Repurchase Price” utilizing amounts applicable to the Mortgage Loan as a whole), or, if it has received no offer at least equal to the Repurchase Price, the Special Servicer may, at its option, purchase the Mortgage Loan at such Repurchase Price (calculated based on the Mortgage Loan instead of the Trust Loan). Any Appraisal obtained pursuant to this Section 3.16 will be delivered by the Special Servicer to the Certificate Administrator and the Operating Advisor in electronic format, and the Certificate

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Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b) and shall forward a copy thereof to the Trustee. The Companion Loan(s) shall be sold together with the Trust Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement.

(ii) In the absence of any offer at least equal to the Repurchase Price (calculated based on the Mortgage Loan instead of the Trust Loan) (or purchase by the Special Servicer for the Repurchase Price (calculated based on the Mortgage Loan instead of the Trust Loan)), and provided that the Mortgage Loan is in default, the Special Servicer shall accept the highest cash offer received from any Person that is determined by the Special Servicer to be a fair price for the Mortgage Loan, if the highest offeror is a person other than the Depositor, the Servicer, the Certificate Administrator, the Special Servicer (or any of its affiliates), the Operating Advisor, a holder of 50% or more of the Controlling Class, the Controlling Class Representative (or any of its Affiliates), any Borrower Restricted Party, any Property Manager, any independent contractor engaged by the Special Servicer, a holder of any related mezzanine loan, any Other Depositor, the master servicer, the special servicer (or any independent contractor engaged by the special servicer) or the trustee for an Other Securitization Trust, any Companion Loan Holder or representative thereof (except to the extent described below) or any known affiliate of any of them (any such person, an “Interested Person”). The Trustee (based upon, among other things, the Appraisals ordered pursuant to the preceding paragraph (the cost of which shall be paid by the Servicer as a Property Protection Advance) and copied or otherwise delivered to the Trustee) shall determine if the highest cash offer is a fair price if the highest offeror is an Interested Person, and such determination shall be binding upon all parties. Notwithstanding anything contained herein to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Trust) designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing or investing in loans similar to the Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for the Mortgage 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 costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph and all reasonable costs and fees of the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase the Mortgage Loan.

(iii) The Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that the rejection of such offer would be in the best interests of the Certificateholders and the Companion Loan Holder(s) (as a collective whole as if such Certificateholders and Companion Loan Holder(s) constituted a single lender). In addition, the Special Servicer may accept a lower offer if it determines, in accordance with Accepted Servicing Practices,

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that the acceptance of such offer would be in the best interests of the Certificateholders and the Companion Loan Holder(s) (as a collective whole as if such Certificateholders and the Companion Loan Holder(s) constituted a single lender) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable), provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts consistent with Accepted Servicing Practices to sell the Mortgage Loan prior to the Rated Final Distribution Date.

(iv) Unless and until the Mortgage Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such other resolution strategies with respect to the Mortgage Loan, including, without limitation, work-out and foreclosure, as the Special Servicer may deem appropriate, consistent with the Asset Status Report and Accepted Servicing Practices and the REMIC Provisions.

(b) Any sale of the Trust Loan shall be subject to (A) any applicable consent and/or consultation rights of any applicable Consenting Party and any applicable Consulting Party set forth in Section 9.3 and (B) any applicable consultation rights of the Operating Advisor set forth in Sections 9.3 and 9.5(f).

(c) The right of the Special Servicer to purchase or sell the Mortgage Loan after the occurrence of a Special Servicing Loan Event shall terminate, and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of the Mortgage Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further force or effect) if (1) the Mortgage Loan is no longer delinquent because: (i) the Special Servicing Loan Event has ceased pursuant to the terms of this Agreement, (ii) the Mortgage Loan has become subject to a fully executed agreement reflecting the terms of the work-out arrangement or (iii) the Mortgage Loan has otherwise been resolved (including by a full or discounted pay-off) or (2) any related mezzanine lender has exercised its purchase option set forth in the related mezzanine intercreditor agreement.

(d) Any sale of the Mortgage Loan shall be for cash only.

(e) Notwithstanding anything to the contrary herein, the Special Servicer shall not sell the Mortgage Loan pursuant to Section 3.16(a) without the written consent of the Companion Loan Holders as and to the extent required under the Co-Lender Agreement. The Controlling Class Representative and the Companion Loan Holders (or its representative) will be permitted to make offers to purchase, and either such party is permitted to be the purchaser at any sale of, the Mortgage Loan, unless such person is a Borrower or an agent or an affiliate of any Borrower.

3.17 Servicing Compensation. (a) The Servicer shall be entitled to receive the Servicing Fee with respect to the Trust Loan, the Companion Loan(s) and any REO Trust Loan and REO Companion Loan(s) payable monthly from the Collection Account or otherwise in accordance with and subject to Section 3.4(c). The Servicer shall be entitled to retain as compensation any late payment charges (to the extent remaining after application pursuant to Section 3.17(b)) and certain other customary charges and fees to the extent described below, as

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well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to the Servicer if such expenses were incurred by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the Servicer performing services in connection with the obligations of the Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer (the “Servicer Customary Expenses”). In addition, the Servicer shall also be entitled to retain as Additional Servicing Compensation, in each case to the extent actually paid by the Borrowers for such purpose, any late payment fees (including any late payment fees collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event) (to the extent remaining after application pursuant to Section 3.17(b)), any Default Interest accrued prior to a Special Servicing Loan Event (to the extent remaining after application pursuant to Section 3.17(b)), amounts for checks returned for insufficient funds which checks were deposited in an account maintained by the Servicer, and any assumption fees, assumption application fees, release fees, Modification Fees, Consent Fees, defeasance fees, loan service transaction fees and similar fees and expenses (earned with respect to the Mortgage Loan so long as a Special Servicing Loan Event does not exist), in each case, to the extent actually received from the Borrowers with respect to the Mortgage Loan and to the extent, with respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Mortgage Loan Documents and this Agreement; provided, that, in the absence of a Special Servicing Loan Event, if consent of the Special Servicer is required, the Servicer and Special Servicer shall share the related fees, including assumption fees (but not including assumption application fees), release fees, Modification Fees and Consent Fees, equally; provided, however, that the Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges with respect to the Mortgage Loan, if a default thereunder or Mortgage Loan Event of Default is continuing, unless and until such default or Mortgage Loan Event of Default has been cured and all delinquent amounts (including any Default Interest) due with respect to the

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CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., as Depositor, Berkadia Commercial Mortgage LLC, as Servicer, SITUS HOLDINGS, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, COMPUTERSHARE TRUST COMPANY, NATIONAL...