NATIXIS COMMERCIAL MORTGAGE SECURITIES LLC as Depositor, KEYBANK NATIONAL ASSOCIATION, as Servicer, SITUS HOLDINGS, LLC, as Special Servicer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee, Certificate Administrator and Custodian, TRUST AND...

Exhibit 4.5

EXECUTION VERSION

NATIXIS COMMERCIAL MORTGAGE SECURITIES LLC

as Depositor,

KEYBANK NATIONAL ASSOCIATION,

as Servicer,

SITUS HOLDINGS, LLC,

as Special Servicer,

and

XXXXX FARGO BANK, NATIONAL ASSOCIATION,

as Trustee, Certificate Administrator and Custodian,

TRUST AND SERVICING AGREEMENT

Dated as of March 29, 2019

Natixis Commercial Mortgage Securities Trust 2019-NEMA,

Commercial Mortgage Pass-Through Certificates, Series 2019-NEMA

TABLE OF CONTENTS

			Page

1	DEFINITIONS

	1.1	Definitions	6
	1.2	Interpretation	61
	1.3	Certain Calculations in Respect of the Whole Loan	61

2	DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES

	2.1	Creation and Declaration of Trust; Conveyance of the Whole Loan	64
	2.2	Acceptance by the Trustee and the Custodian	68
	2.3	Representations and Warranties of the Trustee and Certificate Administrator	70
	2.4	[Reserved]	71
	2.5	Representations and Warranties of the Servicer	71
	2.6	Representations and Warranties of the Special Servicer. (a) Situs Holdings, LLC, as the Special Servicer, hereby represents and warrants to the other parties hereto and the Companion Loan Holders that as of the Closing Date:	72
	2.7	Representations and Warranties of the Depositor	73
	2.8	Representations and Warranties Contained in the Loan Purchase Agreement	75
	2.9	Issuance of Uncertificated Lower-Tier Interests; Issuance of Regular Interests; Execution and Delivery of Certificates	76
	2.10	Miscellaneous REMIC Provisions	77
	2.11	Miscellaneous Grantor Trust Provisions	77
	2.12	Grantor Trust Reporting	77

3	ADMINISTRATION AND SERVICING OF THE WHOLE LOAN

	3.1	Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer	78
	3.2	Sub-Servicing Agreements	80
	3.3	Cash Management Account	82
	3.4	Collection Account, Companion Loan Account and Interest Reserve Account	82
	3.5	Distribution Account	88
	3.6	Foreclosed Property Account	89
	3.7	Appraisal Reductions	89
	3.8	Investment of Funds in the Collection Account, the Companion Loan Account and the Foreclosed Property Account	93
	3.9	Payment of Taxes, Assessments, etc	94
	3.10	Appointment of Special Servicer	95

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	3.11	Maintenance of Insurance and Errors and Omissions and Fidelity Coverage	99
	3.12	Procedures with Respect to Defaulted Loan; Realization upon the Property	101
	3.13	Custodian to Cooperate; Release of Items in the Mortgage File	104
	3.14	Title and Management of Foreclosed Property	104
	3.15	Sale of Foreclosed Property	106
	3.16	Sale of Defaulted Loan	108
	3.17	Servicing Compensation	111
	3.18	Reports to the Certificate Administrator; Account Statements	115
	3.19	[Reserved]	116
	3.20	[Reserved]	116
	3.21	Access to Certain Documentation Regarding the Trust Loan and Other Information	116
	3.22	Inspections	117
	3.23	Advances	117
	3.24	Modifications of Loan Documents	121
	3.25	Servicer and Special Servicer May Own Certificates	123
	3.26	Reserved	124
	3.27	Rating Agency Confirmation	124
	3.28	Certain Co-Lender Matters Relating to the Whole Loan	125
	3.29	Additional Matters with Respect to the Whole Loan	127

4	PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS

	4.1	Distributions	131
	4.2	Withholding Tax	139
	4.3	Allocation and Distribution of Yield Maintenance Premiums	139
	4.4	Statements to Certificateholders	141
	4.5	Investor Q&A Forum; Investor Registry and Rating Agency Q&A Forum	144

5	THE CERTIFICATES

	5.1	The Certificates	147
	5.2	Form and Registration	148
	5.3	Registration of Transfer and Exchange of Certificates	149
	5.4	Mutilated, Destroyed, Lost or Stolen Certificates	156
	5.5	Persons Deemed Owners	156
	5.6	Access to List of Certificateholders’ Names and Addresses; Special Notices	157
	5.7	Maintenance of Office or Agency	157
	5.8	Exchanges of Exchangeable Groups of Certificates	158

6	THE DEPOSITOR, THE SERVICER AND THE SPECIAL SERVICER

	6.1	Respective Liabilities of the Depositor, the Servicer and the Special Servicer	160
	6.2	Merger or Consolidation of the Servicer or the Special Servicer	160

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	6.3	Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others	161
	6.4	Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer	162
	6.5	Ethical Wall	163
	6.6	Indemnification by the Servicer, the Special Servicer and the Depositor	163

7	SERVICER TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE

	7.1	Servicer Termination Events; Special Servicer Termination Events	164
	7.2	Trustee to Act; Appointment of Successor	170
	7.3	[Reserved.]	172
	7.4	Other Remedies of Trustee	172
	7.5	Waiver of Past Servicer Termination Events and Special Servicer Termination Events	173
	7.6	Trustee as Maker of Advances	173

8	THE TRUSTEE AND CERTIFICATE ADMINISTRATOR

	8.1	Duties of the Trustee and the Certificate Administrator	174
	8.2	Certain Matters Affecting the Trustee and the Certificate Administrator	176
	8.3	Neither the Trustee nor the Certificate Administrator is Liable for Certificates or the Trust Loan	179
	8.4	Trustee and Certificate Administrator May Own Certificates	181
	8.5	Trustee’s and Certificate Administrator’s Fees and Expenses	181
	8.6	Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance	181
	8.7	Resignation and Removal of the Trustee or the Certificate Administrator	183
	8.8	Successor Trustee or Successor Certificate Administrator	184
	8.9	Merger or Consolidation of the Trustee or the Certificate Administrator	185
	8.10	Appointment of Co-Trustee or Separate Trustee	185
	8.11	Appointment of Authenticating Agent	187
	8.12	Indemnification by Trustee and the Certificate Administrator	188
	8.13	Certificate Administrator and Servicer Not Responsible for Inconsistent Payment Information	188
	8.14	Access to Certain Information	188

9	CERTAIN MATTERS RELATING TO THE DIRECTING HOLDER AND RISK RETENTION CONSULTATION PARTY

	9.1	Selection and Removal of the Directing Holder and Risk Retention Consultation Party	197
	9.2	Limitation on Liability of Directing Holder and Risk Retention Consultation Party; Acknowledgements of the Certificateholders	200
	9.3	Rights and Powers of the Directing Holder, the Risk Retention Consultation Party and the Subordinate Note Holders	200

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	9.4	Directing Holder Contact with Servicer and Special Servicer	202

10	TERMINATION

	10.1	Termination	203
	10.2	Additional Termination Requirements	204
	10.3	Trusts Irrevocable	204

11	MISCELLANEOUS PROVISIONS

	11.1	Amendment	204
	11.2	Recordation of Agreement; Counterparts	207
	11.3	Governing Law; Submission to Jurisdiction; Waiver of Trial by Jury	208
	11.4	Notices	208
	11.5	Notices to the Rating Agencies	212
	11.6	Severability of Provisions	213
	11.7	Limitation on Rights of Certificateholders	213
	11.8	Certificates Nonassessable and Fully Paid	214
	11.9	Reproduction of Documents	214
	11.10	No Partnership	215
	11.11	Actions of Certificateholders	215
	11.12	Successors and Assigns	215
	11.13	Acceptance by Authenticating Agent, Certificate Registrar and Custodian	216
	11.14	Xxxxxx Act	216
	11.15	Assumption by Trust of Duties and Obligations of the Lender Under the Loan Documents	216

12	REMIC ADMINISTRATION

	12.1	REMIC Administration	216
	12.2	Foreclosed Property	220
	12.3	Prohibited Transactions and Activities	222
	12.4	Indemnification with Respect to Certain Taxes and Loss of REMIC Status	222

13	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

	13.1	Intent of the Parties; Reasonableness	223
	13.2	Succession; Sub-Servicers; Subcontractors	224
	13.3	Senior Companion Loan Securitization Trust’s Filing Obligations	225
	13.4	Form 10-D Disclosure	226
	13.5	Form 10-K Disclosure	226
	13.6	Form 8-K Disclosure	227
	13.7	Annual Compliance Statements	227
	13.8	Annual Reports on Assessment of Compliance with Servicing Criteria	228
	13.9	Annual Independent Public Accountants’ Servicing Report	230
	13.10	Significant Obligor	231
	13.11	Xxxxxxxx-Xxxxx Backup Certification	231
	13.12	Indemnification	232

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13.13	Amendments	233
13.14	Termination of the Certificate Administrator	233
13.15	Termination of Sub-Servicing Agreements	233
13.16	Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan	233

EXHIBITS

Exhibit A-1	Form of Class A Certificates

Exhibit A-2	Form of Class B Certificates

Exhibit A-3	Form of Class C Certificates

Exhibit A-4	Form of Class D Certificates

Exhibit A-5	Form of Class X Certificates

Exhibit A-6	Form of Class R Certificates

Exhibit A-7	Form of Class V-ABC Certificates

Exhibit A-8	Form of Class V-D Certificates

Exhibit A-9	Form of Class V2 Certificates

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	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Global Certificate

Exhibit H	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Global Certificate

Exhibit I	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Global Certificate

Exhibit J-1	Form of Investor Certification for Non-Borrower Affiliates

Exhibit J-2	Form of Investor Certification for Borrower Affiliates

Exhibit J-3	Online Market Data Provider Certification

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Exhibit K	Applicable Servicing Criteria

Exhibit L	Form of Certification for NRSROs

Exhibit M-1	Form of Transferee Affidavit

Exhibit M-2	Form of Transferor Letter

Exhibit M-3	Form of ERISA Representation Letter

Exhibit M-4	Form of Transferee Certificate for Transfers of RR Interest

Exhibit M-5	Form of Transferor Certificate for Transfers of RR Interest

Exhibit M-6	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights

Exhibit M-7	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights

Exhibit N	Form of Custodial Certificate

Exhibit O	Form of Custodial Certificate

Exhibit P	[Reserved]

Exhibit Q	Form of Power of Attorney by Trustee for Servicer and Special Servicer

Exhibit R	Form of Notice of Exchange of Exchangeable Groups of Certificates

Exhibit S	Additional Form 10-D Disclosure

Exhibit T	Additional Form 10-K Disclosure

Exhibit U	Form 8-K Disclosure Information

Exhibit V	Additional Disclosure Notification

Exhibit W	Initial Sub-Servicers

Exhibit X-1	Form of Certification to be Provided to Depositor by Servicer

Exhibit X-2	Form of Certification to be Provided to Depositor by Special Servicer

Exhibit X-3	Form of Certification to be Provided to Depositor by Certificate Administrator

Exhibit X-4	Form of Certification to be Provided to Depositor by Trustee

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THIS TRUST AND SERVICING AGREEMENT (“Agreement”) is dated as of March 29, 2019 among Natixis Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer and Xxxxx Fargo Bank, National Association, as Trustee and Certificate Administrator.

INTRODUCTORY STATEMENT

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

Reference is made to that certain 10 year fixed-rate loan (the “Whole Loan”) originated by Natixis Real Estate Capital LLC (“NREC”), pursuant to that certain Loan Agreement, dated as of February 8, 2019 (the “Loan Agreement”), by and between the NREC and Tenth and Market, LLC (the “Borrower”). As of the Closing Date, the outstanding principal balance of the Whole Loan is $384,000,000.00. The Whole Loan is evidenced by the following eight promissory notes:

(i) the Promissory Note A-1 in the original principal amount of $130,000,000 (as amended, modified or supplemented, “Note A-1”);

(ii) the Promissory Note A-2 in the original principal amount of $25,000,000 (as amended, modified or supplemented, “Note A-2”);

(iii) the Promissory Note A-3 in the original principal amount of $25,000,000 (as amended, modified or supplemented, “Note A-3”);

(iv) the Promissory Note A-4 in the original principal amount of $10,000,000 (as amended, modified or supplemented, “Note A-4”);

(v) the Promissory Note A-5 in the original principal amount of $15,000,000 (as amended, modified or supplemented, “Note A-5”, together with Note X-0, Xxxx X-0, Note A-3 and Note A-4, the “Senior Notes”);

(vi) the Promissory Note A-B in the original principal amount of $69,000,000 (as amended, modified or supplemented, “Note A-B”);

(vii) the Promissory Note B-1 in the original principal amount of $60,000,000 (as amended, modified or supplemented, “Note B-1”); and

(viii) the Promissory Note B-2 in the original principal amount of $50,000,000 (as amended, modified or supplemented, “Note B-2”).

Note A-1 is referred to herein as the “Trust A Note”. Note A-B is referred to herein as the “Trust A-B Note”. Note X-0, Xxxx X-0, Xxxx X-0 and Note A-5 are collectively referred to herein as the “Non-Trust A Notes”. The Trust A Note and the Non-Trust A Notes are referred to herein as the “A Notes”. The Trust A Note and the Trust A-B Note are referred to herein as the “Trust Notes”. Note B-1 and Note B-2 are referred to herein as the “Non-Trust B

Notes”. The Non-Trust A Notes and the Non-Trust B Notes are referred to herein as the “Companion Notes”.

The portion of the Whole Loan evidenced by the Trust Notes, referred to herein as the “Trust Loan”, have an aggregate principal balance as of the Cut-off Date of $199,000,000.00. The portions of the Whole Loan evidenced by Note X-0, Xxxx X-0, Xxxx X-0 and Note A-5, collectively referred to as the “Senior Companion Loans”, having an aggregate principal balance as of the Cut-off Date of $75,000,000.00. The portion of the Whole Loan evidenced by Note B-1 and Note B-2, referred to herein as the “Junior Companion Loans”, have an aggregate principal balance as of the Cut-off Date of $110,000,000.00. The Senior Companion Loans and the Junior Companion Loans are collectively referred to as the “Companion Loans”. The Trust Notes, the Non-Trust A Notes and the Non-Trust B Notes are collectively referred to herein as the “Notes” and, each, as a “Note”.

The Trust Loan was sold and assigned by the Loan Seller to the Depositor pursuant to a loan purchase agreement, dated as of the date hereof, by and between the Loan Seller and the Depositor (the “Loan Purchase Agreement”). The Companion Loans will not be assets of the Trust.

The Trust Loan and the Companion Loans are subject to the terms and conditions of the Co-Lender Agreement, dated as of March 27, 2019, between NREC, as holder of the Trust Notes, and NREC, as holder of the Companion Notes (the “Co-Lender Agreement”).

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” and, each, a “Trust REMIC”). The Class A, Class X, Class B, Class C and Class D Regular Interests will represent “regular interests” in the Upper-Tier REMIC. The Class LA, Class LB, Class LC and Class LD Uncertificated Interests will 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 portions of the Trust Fund consisting of the Specific Grantor Trust Assets shall be treated as a grantor trust under subpart E, part I of subchapter J of the Code (the “Grantor Trust”) for federal income tax purposes. Each Class of Certificates (other than the Class R Certificates) shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Specific Grantor Trust Assets with the corresponding alphabetic or alphanumeric designation.

In exchange for the Trust Loan and the Uncertificated Lower-Tier Interests, the Trust will issue to the Depositor the Class A, Class X, Class B, Class C, Class D and Class R Certificates (collectively, the “Certificates”), which Certificates in the aggregate will evidence the entire beneficial interest in the Trust Fund. The Trust Fund consists principally of the Note, the Mortgage and the Loan Documents.

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

UPPER-TIER REMIC

The Regular Interests will 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.

LOWER-TIER REMIC

The Class LA, Class LB, Class LC and Class LD 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 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	3.8214%	$93,910,000
Class LB	3.9726%	$24,290,000
Class LC	4.1740%	$18,400,000
Class LD	⁽¹⁾	$62,400,000
Class LT-R	None⁽²⁾	None⁽²⁾

⁽¹⁾

The Pass-Through Rate for each Certificate Interest Accrual Period for the Class LD Uncertificated Interests will be the Net Mortgage Rate.

⁽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 after distributing the Lower-Tier Distribution Amount shall 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).

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 Regular Interests and the Uncertificated Lower-Tier Interests. The Depositor, the Servicer, the Special Servicer, the Certificate Administrator and the Trustee 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.

THE GRANTOR TRUST

The Certificates (other than the Class R Certificates) shall represent undivided beneficial interests in the related portions of the Grantor Trust as described herein. As provided herein, the Certificate Administrator shall not take any actions that would cause the portion of the Trust Fund consisting of the Grantor Trust (i) to fail to maintain its status as a “grantor trust” under federal income tax law or (ii) to be treated as part of any Trust REMIC.

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THE CERTIFICATES

The following table sets forth the Class designation and initial Certificate Balance or initial Notional Amount of each Class of Regular Interests (collectively, the “Corresponding Regular Interests”), and the corresponding Lower-Tier Regular Interest (the “Corresponding Lower-Tier Regular Interests”) and the corresponding Classes of Certificates (the “Corresponding Certificates”).

Corresponding Regular Interests⁽¹⁾	Initial Certificate Balance or Initial Notional Amount	Corresponding Lower-Tier Regular Interests⁽²⁾	Initial Lower-Tier Principal Balance	Corresponding Certificates
Class A Regular Interest	$93,910,000	LA	$93,910,000	Class A Class V-ABC Class V2
Class X Regular Interest	$136,600,000⁽¹⁾	N/A	N/A	Class X Class V-ABC Class V2
Class B Regular Interest	$24,290,000	LB	$24,290,000	Class B Class V-ABC Class V2
Class C Regular Interest	$18,400,000	LC	$18,400,000	Class C Class V-ABC Class V2
Class D Regular Interest	$62,400,000	LD	$62,400,000	Class D Class V-D Class V2

⁽¹⁾

Notional Amount.

⁽²⁾

The Lower-Tier Regular Interest that corresponds to any particular Class of Regular Interest and any particular Class of Certificates also correspond to each other and, accordingly, constitute the (i) Corresponding Lower-Tier Regular Interest, (ii) Corresponding Regular Interest and (iii) Corresponding Certificates, respectively, with respect to each other.

The following table sets forth the class designation, the pass-through rate (the “Pass-Through Rate”) and the aggregate initial Certificate Balance (the “Initial Certificate Balance”) or aggregate initial Notional Amount (the “Initial Notional Amount”), as applicable, for each Class of Certificates:

Class Designation	Pass-Through Rate (per annum)	Initial Certificate Balance or Initial Notional Amount⁽¹⁾		Initial Maximum Balance⁽²⁾
Class A	3.8214%		$93,910,000		$ 93,910,000
Class X	0.6605%⁽³⁾		$136,600,000⁽³⁾		$ 136,600,000	⁽⁴⁾
Class B	3.9726%		$24,290,000		$ 24,290,000
Class C	4.1740%		$18,400,000		$ 18,400,000
Class D	4.5563%⁽⁵⁾		$62,400,000		$ 62,400,000
Class V-ABC	N/A		$0		$ 136,600,000
Class V-D	N/A		$0		$ 62,400,000
Class V2	N/A		$0		$ 199,000,000

⁽¹⁾

The Initial Certificate Balance and the Initial Notional Amount, as applicable, of each Class of Certificates will be subject to re-designation as between such Classes pursuant to Section 5.8.

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⁽²⁾

The Initial Maximum Balance of each class of the Regular Certificates shown in the table above represents the maximum Certificate Balance or Notional Amount, as applicable, of such Class without giving effect to any issuance of Class V1 or Class V2 Certificates. The Initial Maximum Balance of the Class V-ABC, Class V-D and Class V2 Certificates shown in the table above represents the maximum principal balance of such Certificates that could be issued in an exchange pursuant to Section 5.8.

⁽³⁾

The Class X Pass-Through Rate for any Certificate Interest Accrual Period is variable and, for each Distribution Date, will equal the weighted average of the Class X Strip Rates for the respective Class X Components for such Distribution Date.

⁽⁴⁾

The Class X Certificates will not have Certificate Balances and will not be entitled to receive distributions of principal. Interest will accrue on such Class at the applicable Pass-Through Rate thereof on the applicable Notional Amount thereof. The Class X Notional Amount for any Distribution Date will be equal to the sum of the Notional Amounts of all of the Class X Components.

⁽⁵⁾

The Class D Pass-Through Rate is equal to the Net Mortgage Rate.

Pursuant to the Underwriting Agreement and the Certificate Purchase Agreement, NREC is purchasing from the Underwriters or the Initial Purchasers, as the case may be, the respective portions of the Certificate Balance, the Notional Amount or Percentage Interest, as applicable, of each Class of Certificates set forth below:

Class of Certificates⁽¹⁾		Certificate Balance or Notional
Class of Certificates⁽¹⁾		Amount
Class A		$ 4,695,500
Class X		$ 6,830,000
Class B		$ 1,214,500
Class C		$ 920,000
Class D		$ 3,120,000

⁽¹⁾

The Certificates that NREC is purchasing pursuant to the Certificate Purchase Agreement, as such Certificates may be exchanged pursuant to Section 5.8, are referred to in this Agreement collectively as the “RR Interest”.

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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 will 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 the Depositor and the NRSROs (including the Rating Agencies) to the portion of the Certificate Administrator’s Website available to Privileged Persons.

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

“A Notes”: As defined in the Introductory Statement.

“Acceptable Insurance Default”: Any default arising when the Loan Documents require that the Borrower must maintain all risk casualty insurance or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer has determined, in its reasonable judgment in accordance with the 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 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. The Special Servicer may hire an insurance consultant (at the expense of the Trust Fund) and shall be entitled to rely on such insurance consultant in making the determinations described in this definition.

“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 Fund is deemed to have acquired the Property.

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

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“Actual/360 Basis”: The accrual of interest calculated on the basis of the actual number of days elapsed during any calendar month (or other applicable accrual period) in a year assumed to consist of 360 days.

“Additional Servicer”: Each Affiliate of the Servicer or the Special Servicer (other than the Certificate Administrator) that Services the Whole Loan and each Person who is not an Affiliate of the Servicer or the Special Servicer, who Services the Whole Loan as of any date of determination.

“Additional Servicing Compensation”: As defined in Section 3.17.

“Additional Special Servicing Compensation”: As defined in Section 3.17.

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

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

“Advance Rate”: As defined in Section 3.23(d).

“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 Trustee (in the case of the Certificate Administrator), the Certificate Administrator (in the case of the Trustee) or the Depositor, as applicable, to determine whether any Person is an Affiliate of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Borrower or the Depositor.

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

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

“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 K 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.

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“Applied Realized Loss Amount”: All amounts applied to reduce the Certificate Balance of a Class of Certificates in respect of Realized Losses pursuant to Section 4.1(g).

“Appraisal”: With respect to the Property or Foreclosed Property, an appraisal of such Property or Foreclosed Property, conducted by an Independent Appraiser in accordance with the standards of the Appraisal Institute by an Independent Appraiser 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. 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 the Property or Foreclosed Property (as applicable) 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 the Property at origination). With respect to any Appraisal Reduction Amount calculated for purposes of determining an Appraisal Reduction Event, the appraised value (as determined by an updated Appraisal obtained pursuant to Section 3.7) of the Property will be determined on an “as-is” basis.

“Appraisal Reduction Amount”: As to the Whole Loan and as of any date of determination, an amount equal to the excess of (i) the outstanding principal balance of the Whole Loan on such date plus the sum of (A) to the extent not previously advanced by the Servicer or the Trustee or the Other Servicer or Other Trustee, all accrued and unpaid interest on the Whole Loan at the Note Rate, (B) all unreimbursed Administrative Advances, Property Protection Advances and interest on all Advances (including interest on Senior Companion Loan Advances) at the Advance Rate in respect of the Whole Loan or the Property, (C) the amount of any Advances and Senior Companion Loan Advances and interest on such Advances and Senior Companion Loan Advances previously reimbursed from principal collections on the Whole Loan that have not otherwise been recovered from the Borrower, (D) all currently due and unpaid real estate taxes and assessments and insurance premiums and all other amounts, including, if applicable, ground rents or leasehold rents, due and unpaid in respect of the Property (which taxes, premiums and other amounts have not been the subject of an Advance) and (E) to the extent not duplicative of amounts in clauses (B), (C) or (D), all unpaid Trust Fund Expenses then due hereunder over (ii) the sum of (A) 90% of the appraised value (as determined by an updated Appraisal) of the Property less the amount of any liens (exclusive of Permitted Encumbrances) on the Property senior to the lien of the Loan Documents plus (B) any escrows with respect to the Whole Loan, including for taxes and insurance premiums and ground rents and leasehold rents. The Trust Loan and the Companion Loans shall be treated as a single mortgage loan for purposes of calculating the Appraisal Reduction Amount. Any Appraisal Reduction Amount with respect to the Whole Loan will be allocated first, to Note B-2, up to the full outstanding principal balance thereof, then, to Note B-1, up to the full outstanding principal balance thereof, then, to the Trust A-B Note, up to the full outstanding principal balance thereof and then, to the A Notes, on a pari passu basis, up to the full outstanding principal balance thereof.

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“Appraisal Reduction Event”: With respect to the Whole Loan, 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 Whole Loan, (ii) 90 days after an uncured delinquency occurs in respect of the Balloon Payment for the Whole Loan unless a refinancing is anticipated within 120 days after the Maturity Date of the Whole Loan (as evidenced by a written refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to the Servicer which provides that such refinancing will 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 Payments, (iv) 60 days after an extension of the Maturity Date of the Whole Loan (except for an extension within the time periods described in clause (ii) above), (v) immediately after a receiver has been appointed in respect of the Property on behalf of the Trust and the Companion Loan Holders or any other creditor, (vi) immediately after the Borrower declares, or becomes the subject of, bankruptcy, insolvency or similar proceedings, admits in writing the inability to pay its debts as they become due or makes an assignment for the benefit of creditors, or (vii) immediately after the Property becomes a Foreclosed Property; provided that with respect to the Appraisal Reduction Event described in clause (i), to the extent that (x) the Borrower becomes current on its payment obligations with respect to the Notes (including payment in full of (A) all accrued and unpaid interest on the Notes (including accrued and unpaid Default Interest, if any, thereon) and (B) all Advances made by the Servicer and/or the Trustee and interest thereon) and remain current for a period of twelve consecutive months and (y) an updated Appraisal shows that no Appraisal Reduction Amount exists, such Appraisal Reduction Event shall cease to exist.

“Appraised-Out Class”: As defined in Section 3.7(e).

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

“Assignment of Leases”: With respect to the Whole Loan, the assignment of leases, rents and profits or similar document or instrument executed by the loan parties in connection with the origination of the Whole Loan, as such assignment may be amended, modified, renewed or extended through the date hereof and from time to time hereafter.

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

“Assumed Monthly Payment”: With respect to the Trust Loan for any Distribution Date (including any Distribution Date following a delinquency in the payment of the Balloon Payment or the foreclosure of the Whole Loan or acceptance by the Trustee on behalf of the Trust and the Companion Loan Holders of a deed in lieu of foreclosure or comparable conversion of the Whole Loan), the aggregate interest and, if any, principal due on the Trust Loan for such Distribution Date calculated with respect to any Distribution Date as an amount deemed to be due equal to the Monthly Payment for the Trust Loan calculated by the Servicer for

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the Assumed Payment Date (excluding the Balloon Payment and Default Interest) at the Note Rate and based on the same amortization schedule, if any, used to determine the Monthly Debt Service Payment Amount, in each case as such terms may have been modified, and such Maturity Date may have been extended, in connection with a bankruptcy or similar proceeding involving the Borrower or a modification, waiver or amendment granted or agreed to by the Servicer or Special Servicer, as if the Whole Loan had not become due on the Maturity Date.

“Assumed Payment Date”: With respect to the Trust Loan for any calendar month following a delinquency in the payment of the Balloon Payment or the foreclosure of the Whole Loan or acceptance by the Trustee on behalf of the Trust and the Companion Loan Holders of a deed in lieu of foreclosure or comparable conversion of the Whole Loan, the date that would have been the Loan Payment Date in such calendar month if the Maturity Date or the foreclosure of the Whole Loan or acceptance by the Trustee on behalf of the Trust and the Companion Loan Holders of a deed in lieu of foreclosure or comparable conversion of the Whole Loan had not occurred.

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

“Available Funds”: On each Distribution Date will be equal to (i) all amounts (other than Yield Maintenance Premiums) received in respect of the Whole Loan during the related Collection Period (including, without limitation, any Repurchase Price amounts, Net Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and Net Foreclosure Proceeds received by the Servicer, but not including any Monthly Payments due after the end of the Collection Period relating to such Distribution Date), plus (ii) all amounts advanced in respect of interest, or, if any, principal, with respect to the Trust Loan and such Distribution Date, plus (iii) if such Distribution Date is the Distribution Date occurring in March of each year (or February, if such Distribution Date is the final Distribution Date), Withheld Amounts to be withdrawn from the Interest Reserve Account for such Distribution Date, minus (iv) an amount equal to the applicable Withheld Amount in the case of the February Distribution Date and any January Distribution Date occurring in a year that is not a leap year (unless, in either case, such Distribution Date is the final Distribution Date), minus (v) the Available Funds Reduction Amount for such Distribution Date.

“Available Funds Reduction Amount”: As of each Distribution Date, all amounts withdrawn on the related Remittance Date or during the related Collection Period from the Collection Account pursuant to clauses (i) through (xii) of Section 3.4(c).

“Balloon Payment”: With respect to the Trust Loan or Whole Loan, as applicable, the payment of the outstanding principal balance of the Trust Loan or Whole Loan, as applicable, together with all unpaid interest, due and payable on the Maturity Date.

“Base Interest Fraction”: With respect to the Trust Loan and any principal prepayment on the Trust Loan and with respect to any Class of Certificates, a fraction (A) whose numerator is the greater of (x) zero and (y) the positive difference between (i) the Pass-Through Rate on such Class of Certificates, and (ii) the Treasury Note Rate used in calculating the Yield Maintenance Premium with respect to such principal prepayment and (B) whose denominator is the positive difference between (i) the Note Rate on the Trust Loan and (ii) the Treasury Note

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Rate used in calculating the Yield Maintenance Premium with respect to such principal prepayment; provided, however, that (1) under no circumstances shall the Base Interest Fraction be greater than one or less than zero, (2) if the Treasury Note Rate is greater than or equal to the Note Rate of the Trust Loan and is greater than or equal to the Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction shall be equal to zero, and (3) if the Treasury Note Rate is greater or equal to the Note Rate on the Trust Loan and is less than the Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction shall equal 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, shall 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.

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

“Borrower”: As defined in the Introductory Statement.

“Borrower Reimbursable Trust Fund Expenses”: With respect to the Trust Loan, the unanticipated and other default related expenses incurred by the Trust Fund as to which the Borrower is required to reimburse the Trust, the Trustee, the Servicer or the Special Servicer pursuant to the terms of the Loan Documents.

“Borrower Related Party”: With respect to the Whole Loan, any of (i) the Borrower, (ii) any guarantor or indemnitor under the Loan Documents, (iii) any manager or operator of the Property (including the Manager and Parking Manager), and (iv) any Control Affiliate or agents of any of the foregoing. For the avoidance of doubt, the ownership of any trust certificates shall not, in and of itself, cause a Person to be a Borrower Related Party.

“Borrower Sponsor”: Xxxxx X. Xxxxx, Xxxxxxx X. Xxxxxx and Xxxxx Xxxx and their affiliates, operating under the trade name Crescent Heights.

“Breach”: As defined in Section 2.8(a).

“Business Day”: Any day other than a Saturday, a Sunday or a legal holiday on which national banks are not open for general business in (i) the State of Kansas, Ohio or New York or the Commonwealth of Pennsylvania, (ii) the state where the corporate trust offices of the Trustee and the Certificate Administrator are located, or (iii) the state where the servicing offices of the Servicer are located.

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

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

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“Certificate”: Any Class A, Class B, Class C, Class D, Class X or Class R Certificate.

“Certificate Administrator”: Xxxxx Fargo Bank, National Association, in its capacity as certificate administrator, or if any successor certificate administrator is appointed as herein provided, such certificate administrator. Xxxxx Fargo Bank, National Association will perform its duties as Certificate Administrator through its Corporate Trust Services division.

“Certificate Administrator Fee”: With respect to the Trust Loan and for any Distribution Date, an amount accrued during the related Loan Interest Accrual Period at the Certificate Administrator Fee Rate on the stated principal balance of the Trust Loan as of the close of business on the Distribution Date in such Loan Interest Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the Trust Loan is computed and shall be prorated for partial periods. A portion of the Certificate Administrator Fee, namely the Trustee Fee, shall be payable to the Trustee. For the avoidance of doubt, the Certificate Administrator Fee shall be deemed to be payable from the Lower-Tier REMIC.

“Certificate Administrator Fee Rate”: With respect to the Trust Loan, a rate equal to 0.0236% per annum, calculated on the same interest accrual basis as the Trust Loan, which shall include the Trustee Fee Rate.

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

“Certificate Balance”: With respect to any outstanding Class of Regular Interests (other than the Class X Regular Interest) or Sequential Pay Certificates at any date, an amount equal to the aggregate Initial Certificate Balance of such Class less the sum of (a) all amounts distributed to Holders 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, if any, pursuant to Section 4.1(g). With respect to any individual Certificate in any Class, the product of (x) the Percentage Interest represented by such Certificate multiplied by (y) the Certificate Balance of such Class. The initial and then-current Certificate Balance or Notional Amount, as applicable, of each Class of Regular Interests or Certificates subject to exchange in accordance with Section 5.8 will be subject to re-designation as between the applicable Classes pursuant to Section 5.8.

“Certificate Interest Accrual Period”: With respect to each Class of Certificates (other than the Class R Certificates) for any Distribution Date, the calendar month 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(a).

“Certificateholder” or “Holder”: With respect to any Certificate, the person in whose name a Certificate is registered in the Certificate Register; provided, however, that solely for the purposes of providing, distributing or otherwise making available any reports, statements, communications, or other information as required or permitted to be provided, distributed or

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made available to a Certificateholder under this Agreement, a Certificateholder shall include any Beneficial Owner to the extent that the Person providing, distributing or making available such reports, statements, communications, or other information has received from such Beneficial Owner information and a written certification reasonably acceptable to such Person regarding its name, and address and beneficial ownership of a Certificate; and provided further that, solely for the purposes of the taking of any action or the giving of any consent, waiver, request or demand pursuant to this Agreement (except as set forth in the following sentence), any Certificate beneficially owned by the Servicer, the Special Servicer, the Trustee, a Restricted Holder, a Borrower Related Party, the Certificate Administrator, or any sub-servicer as such person is identified to the Certificate Administrator or Trustee, or any of their respective Affiliates, 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 take any such action or effect any such consent, waiver, request or demand has been obtained. However, the foregoing limitation as to Voting Rights shall not be construed so as to limit or prevent a Controlling Class Certificateholder or the Directing Holder that is an Affiliate of the Special Servicer from exercising any appointment, consent or non-binding consultation rights it may have solely in its capacity as Controlling Class Certificateholder or Directing Holder, as applicable (unless, for the avoidance of doubt, the Controlling Class Certificateholder or Directing Holder is a Borrower Related Party). For purposes of obtaining the consent of Certificateholders to an amendment of this Agreement, any Certificate beneficially owned by the Trustee, the Certificate Administrator, the Servicer or the Special Servicer or any Affiliates thereof shall be deemed to be outstanding, provided that such amendment does not relate to the compensation, termination or replacement of the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as the case may be, or benefit the Trustee, the Certificate Administrator, the Servicer or the Special Servicer in their capacity as such or any Affiliates thereof (other than solely in the capacity as a Certificateholder) in any material respect, in which case such Certificate shall be deemed not to be outstanding. The Trustee, the Certificate Administrator, and the Certificate Registrar may obtain and conclusively rely upon an Officer’s Certificate of the Depositor, the Servicer, the Special Servicer, the Certificate Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator) or any sub-servicer to determine whether a Certificate is beneficially owned by an Affiliate of any of them. The Trustee will be the Holder of the Uncertificated Lower-Tier Interests and the Regular Interests for the benefit of the Certificateholders.

“Class”: With respect to the Certificates, Regular Interests or Uncertificated Lower-Tier Interests, all of the Certificates bearing the same alphabetical (and, if applicable, alphanumeric) designation, and each designated Regular Interest and 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, representing undivided beneficial interests in the Class A Specific Grantor Trust Assets.

“Class A Component”: The component of the Class X Regular Interest corresponding to the Class A Regular Interest.

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“Class A Pass-Through Rate”: The per annum rate set forth in the Introductory Statement hereto with respect to the Class A Certificates.

“Class A Percentage Interest”: As of any date of determination, with respect to the Class A Regular Interest and the Class A Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class A Certificates, and the denominator of which is the Certificate Balance of the Class A Regular Interest.

“Class A Regular Interest”: The uncertificated interest corresponding to the Class A Certificates, the Class V-ABC Certificates (to the extent of the Class V-ABC Percentage Interest of the Class A Regular Interest) and the Class V2 Certificates (to the extent of the Class V2 Percentage Interest of the Class A Regular Interest), constituting a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and have the characteristics attributable thereto in this Agreement.

“Class A Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class A Percentage Interest of the Class A Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions of the Class A Percentage Interest of the Class A Regular Interest.

“Class B Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-2 hereto and designated as a Class B Certificate, representing undivided beneficial interests in the Class B Specific Grantor Trust Assets.

“Class B Component”: The component of the Class X Regular Interest corresponding to the Class B Regular Interest.

“Class B Pass-Through Rate”: The per annum rate set forth in the Introductory Statement hereto with respect to the Class B Certificates.

“Class B Percentage Interest”: As of any date of determination, with respect to the Class B Regular Interest and the Class B Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class B Certificates, and the denominator of which is the Certificate Balance of the Class B Regular Interest.

“Class B Regular Interest”: The uncertificated interest corresponding to the Class B Certificates, the Class V-ABC Certificates (to the extent of the Class V-ABC Percentage Interest of the Class B Regular Interest) and the Class V2 Certificates (to the extent of the Class V2 Percentage Interest of the Class B Regular Interest), constituting a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.

“Class B Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class B Percentage Interest of the Class B Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions of the Class B Percentage Interest of the Class B Regular Interest.

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“Class C 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 C Certificate, representing undivided beneficial interests in the Class C Specific Grantor Trust Assets.

“Class C Component”: The component of the Class X Regular Interest corresponding to the Class C Regular Interest.

“Class C Pass-Through Rate”: The per annum rate set forth in the Introductory Statement hereto with respect to the Class C Certificates.

“Class C Percentage Interest”: As of any date of determination, with respect to the Class C Regular Interest and the Class C Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class C Certificates, and the denominator of which is the Certificate Balance of the Class C Regular Interest.

“Class C Regular Interest”: The uncertificated interest corresponding to the Class C Certificates, the Class V-ABC Certificates (to the extent of the Class V-ABC Percentage Interest of the Class C Regular Interest) and the Class V2 Certificates (to the extent of the Class V2 Percentage Interest of the Class C Regular Interest), constituting a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.

“Class C Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class C Percentage Interest of the Class C Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions of the Class C Percentage Interest of the Class C Regular Interest.

“Class D 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 D Certificate, representing undivided beneficial interests in the Class D Specific Grantor Trust Assets.

“Class D Pass-Through Rate”: The per annum rate set forth in the Introductory Statement hereto with respect to the Class D Certificates.

“Class D Percentage Interest”: As of any date of determination, with respect to the Class D Regular Interest and the Class D Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class D Certificates, and the denominator of which is the Certificate Balance of the Class D Regular Interest.

“Class D Regular Interest”: The uncertificated interest corresponding to the Class D Certificates, the Class V-D Certificates (to the extent of the Class V-D Percentage Interest of the Class D Regular Interest) and the Class V2 Certificates (to the extent of the Class V2 Percentage Interest of the Class D Regular Interest), constituting a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.

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“Class D Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class D Percentage Interest of the Class D Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions of the Class D Percentage Interest of the Class D Regular Interest.

“Class LA Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement.

“Class LB Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement.

“Class LC Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement.

“Class LD Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement.

“Class LT-R Interest”: The residual interest in the Lower-Tier REMIC. The Class LT-R Interest will be represented by the Class R Certificates.

“Class Percentage Interest”: The Class A Percentage Interest, the Class X Percentage Interest, the Class B Percentage Interest, the Class C Percentage Interest, the Class D Percentage Interest, the V-ABC Percentage Interest, the Class V-D Percentage Interest and the Class V2 Percentage Interest.

“Class R Certificates”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-6 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 evidence the sole class of “residual interests” in each of the Upper-Tier REMIC and the Lower-Tier REMIC.

“Class UT-R Interest”: The residual interest in the Upper-Tier REMIC. The Class UT-R Interest will be represented by the Class R Certificates.

“Class V Certificates”: The Class V-ABC, Class V-D and Class V2 Certificates, collectively.

“Class V-ABC Certificate”: A Certificate designated as “Class V-ABC” on the face thereof, in the form of Exhibit A-7 hereto, representing undivided beneficial interests in the Class V-ABC Specific Grantor Trust Assets.

“Class V-ABC Percentage Interest”: As of any date of determination, with respect to the Class A, Class B, Class C and Class X Regular Interests and the Class V-ABC Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate

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Balance of the Class V-ABC Certificates, and the denominator of which is the aggregate Certificate Balance of the Class A, Class B and Class C Regular Interests.

“Class V-ABC Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V-ABC Percentage Interest of each of the Class A, Class B, Class C and Class X Regular Interests and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions of the Class V-ABC Percentage Interest of the Class A, Class B, Class C and Class X Regular Interests.

“Class V-D Certificate”: A Certificate designated as “Class V-D” on the face thereof, in the form of Exhibit A-9 hereto, representing undivided beneficial interests in the Class V-D Specific Grantor Trust Assets.

“Class V-D Percentage Interest”: As of any date of determination, with respect to the Class D Regular Interest and the Class V-D Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class V-D Certificates, and the denominator of which is the Certificate Balance of the Class D Regular Interest.

“Class V-D Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V-D Percentage Interest of the Class D Regular Interest and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions of the Class V-D Percentage Interest of the Class D Regular Interest.

“Class V1 Certificates”: The Class V-ABC and Class V-D Certificates.

“Class V2 Certificate”: A Certificate designated as “Class V2” on the face thereof, in the form of Exhibit A-10 hereto, representing undivided beneficial interests in the Class V2 Specific Grantor Trust Assets.

“Class V2 Percentage Interest”: As of any date of determination, with respect to any Regular Interest and the Class V2 Certificates, a percentage interest equal to a fraction, the numerator of which is the Certificate Balance of the Class V2 Certificates, and the denominator of which is the aggregate Certificate Balance of the Regular Interests.

“Class V2 Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class V2 Percentage Interest of the Regular Interests and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions of the Class V2 Percentage Interest of the Regular Interests.

“Class X Certificates”: Each of the Certificates executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A-5 and designated as a Class X Certificate, representing undivided beneficial interests in the Class X Specific Grantor Trust Assets.

“Class X Component”: Each of the Class A Component, the Class B Component and the Class C Component.

“Class X Notional Amount”: As set forth in the Introductory Statement hereto.

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“Class X Pass-Through Rate”: As set forth in the Introductory Statement hereto.

“Class X Percentage Interest”: As of any date of determination, with respect to the Class X Regular Interest and the Class X Certificates, a percentage interest equal to a fraction, the numerator of which is the Notional Amount of the Class X Certificates, and the denominator of which is the Notional Amount of the Class X Regular Interest.

“Class X Regular Interest”: The uncertificated interest corresponding to the Class X Certificates, the Class V-ABC Certificates (to the extent of the Class V-ABC Percentage Interest of the Class X Regular Interest) and the Class V2 Certificates (to the extent of the Class V2 Percentage Interest of the Class X Regular Interest), constituting a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and having the characteristics attributable thereto in this Agreement.

“Class X Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Class X Percentage Interest of the Regular Interests and (ii) amounts held from time to time in the Regular Interest Distribution Account that represent distributions of the Class X Percentage Interest of the Regular Interests.

“Class X Strip Rate”: With respect to each Class X Component and any Distribution Date, a per annum rate equal to the excess of (i) the Net Mortgage Rate for such Distribution Date over (ii) the Pass-Through Rate of the Class of Certificates corresponding to such individual Class X Component.

“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 29, 2019.

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

“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.

“Collateral”: With respect to the Whole Loan, collectively, whether now or hereafter acquired, (a) the Property and (b) any other asset subject to the security interests and liens of the Mortgage.

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

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

“Collection Period”: With respect to any Distribution Date, the period commencing immediately following the Determination Date in the calendar month preceding the month in which such Distribution Date occurs and ending on and including the Determination Date in the calendar month in which such Distribution Date occurs; provided that the first Collection Period will commence on the Closing Date and end on and include the Determination Date in April 2019.

“Commission”: The Securities and Exchange Commission.

“Companion Loans”: As defined in the Introductory Statement hereto.

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

“Companion Loan Holder”: The holder of any portion of the Companion Loans.

“Companion Notes”: As defined in the Introductory Statement.

“Condemnation”: As defined in the Loan Agreement.

“Condemnation Proceeds”: The portion of the Net Proceeds relating to a Condemnation.

“Control Affiliate”: As to any particular Person, any Person, directly or indirectly through one or more intermediaries, Controlling, Controlled by or under common Control with, such Person in question. As used solely in this definition of “Control Affiliate”, “Control” means (a) the ownership, directly or indirectly, in the aggregate of 25% or more of the beneficial ownership interests of an entity, or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled by,” “Controlling” and “under common Control with” have the respective correlative meanings to such terms. The Trustee and/or the Certificate Administrator may obtain and rely upon a certification of the Borrower, the Borrower Sponsor, the Guarantor (or any replacement guarantor), or any manager or operator of the Property (including the Manager and the Parking Manager), as applicable, to determine whether any Person is a Control Affiliate.

“Control Appraisal Period”: As defined in the Co-Lender Agreement and as determined by the Special Servicer pursuant to Section 9.1 herein.

“Confidential Information”: With respect to the Servicer or Special Servicer, as applicable, all material non-public information obtained in the course of and as a result of such Person’s performance of its duties as the Servicer or the Special Servicer, as applicable, with respect to the Whole Loan, the Borrower, the Borrower Sponsor and the Property, 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 the Servicer or the Special Servicer, as applicable, or (iii) is or becomes generally available to the

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public other than as a result of a disclosure by Servicer Servicing Personnel or Special Servicer Servicing Personnel, as applicable.

“Controlling Class”: The Class D Certificates. For the avoidance of doubt, during any Subordinate Consultation Period, the Controlling Class will retain certain consultation rights as set forth herein.

“Controlling Note Holder”: As defined in the Co-Lender Agreement.

“Controlling Class Certificateholder”: Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Trustee, the Servicer or the Special Servicer may from time to time request (the cost of which being an expense of the Trust) that the Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling Class and the Certificate Administrator shall promptly provide such list without charge to such Trustee, Certificate Administrator, Servicer, or Special Servicer, as applicable. The Trustee, the Servicer and the Special Servicer shall be entitled to rely on any such list so provided. Notwithstanding the foregoing, for purposes of determining the Directing Holder, exercising any rights of the Controlling Class or the Directing Holder or receiving Asset Status Reports or any other information under this Agreement other than Distribution Date Statements, any holder of any interest in a Controlling Class Certificate who is a Borrower Related Party, a Restricted Holder, or Affiliate of the foregoing, will not be deemed to be a holder of the related Controlling Class and will not be entitled to exercise such rights or receive such information. If, as a result of the preceding sentence, no holder of Controlling Class Certificates would be eligible to exercise such rights, there will be no Controlling Class or Directing Holder.

“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 in the case of the Trustee and Certificate Administrator, at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000-0000, Attention: Corporate Trust Services – NCMS 2019-NEMA or the principal trust office of any successor trustee qualified and appointed pursuant to Section 8.8, or for certificate transfer services, 000 Xxxxx 0^xx Xxxxxx, 0^xx Xxxxx, MAC N9300-070, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Certificate Transfers Services—NCMS 2019-NEMA.

“Corresponding Certificates”: As defined in the Introductory Statement with respect to any Corresponding Regular Interest.

“Corresponding Lower-Tier Regular Interests”: As defined in the Introductory Statement with respect to any Corresponding Regular Interests.

“Corresponding Regular Interests”: As defined in the Introductory Statement with respect to any Corresponding Lower-Tier Regular Interest or Corresponding Certificate.

“Credit Risk Retention Rule”: The final rule that was promulgated to implement the credit risk retention requirements under Section 15G of the Securities Exchange Act of 1934,

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as added by Section 941 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (the “Xxxx-Xxxxx Act”) (79 F.R. 77601; pages 77740-77766), as such rule may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Department of Treasury, 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 in the adopting release (79 F.R. 77601 et seq.) or by the staff of any such agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective from time to time.

“Credit Suisse”: Credit Suisse Securities (USA) LLC.

“CREFC^®”: CRE Finance Council or any successor thereto.

“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^® 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^® 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

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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 Loan Modification and Corrected Loan Report”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Loan Modification and Corrected 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^® Intellectual Property Royalty License Fee”: means, with respect to the Trust Loan, for any Loan Interest Accrual Period, the amount of interest accrued during such Interest Accrual Period at the related CREFC^® Intellectual Property Royalty License Fee Rate on the same balance, in the same manner and for the same number of days as interest at the Note Rate accrued with respect to the Trust Loan during such Interest Accrual Period.

“CREFC^® Intellectual Property Royalty License Fee Rate”: means 0.0005% 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 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

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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^® 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 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 the Property, 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.

“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^® Reports”: Collectively refers to the following reports as such may be amended, updated or supplemented from time to time as part of the CREFC^® “IRP” (Investor Reporting Package):

(i) the following seven electronic files: (i) CREFC^® Bond Level File, (ii) CREFC^® Collateral Summary File, (iii) CREFC^® Property File, (iv) CREFC^® Loan Periodic Update File, (v) CREFC^® Loan Setup File, (vi) CREFC^® Financial File, and (vii) CREFC^® Special Servicer Loan File; and

(ii) the following nine supplemental reports: (i) CREFC^® Comparative Financial Status Report, (ii) CREFC^® Delinquent Loan Status Report, (iii) CREFC^® Historical Loan Modification and Corrected Loan Report, (iv) CREFC^® Operating Statement Analysis Report, (v) CREFC^® NOI Adjustment Worksheet, (vi) CREFC^® REO Status Report, (vii) CREFC^® Servicer Watch List, (viii) CREFC^® Loan Level Reserve – LOC Report, and (ix) CREFC^® Advance Recovery Report,

provided, however, that any analysis or report shall not be required to the extent not provided in the then-current CREFC^® guidelines.

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“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^® Servicer Watch List”: 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” 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” available as of the Closing Date on the CREFC^® Website, 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^® Website”: The CREFC^® Website located at “xxx.xxxxx.xxx” or such other primary website as the CREFC^® may establish for dissemination of its report forms.

“Current Interest Determination Amount”: With respect to any Distribution Date for any Class of Certificates (other than the Class R Certificates) or Uncertificated Lower-Tier Interests, the interest accruing during the related applicable Certificate Interest Accrual Period at the Pass-Through Rate applicable to such Class for such Certificate Interest Accrual Period on the Certificate Balance, Notional Amount or Lower-Tier Principal Amount of such Class of Certificates and Uncertificated Lower-Tier Interests, respectively, as of the prior Distribution Date (after giving effect to distributions of principal and allocations of Realized Losses on such prior Distribution Date).

“Custodian”: The Certificate Administrator, if the Custodian is Xxxxx Fargo Bank, National Association, performing its duties through the Document Custody Group of Xxxxx Fargo, in its capacity as custodian, or any successor certificate administrator.

“Cut-off Date”: March 10, 2019.

“Default Interest”: With respect to the Trust Notes and the Companion Notes, as applicable, during the occurrence and continuance of a Loan Event of Default, interest accrued on the Trust Notes and the Companion Notes, as applicable, at the excess of the Default Rate over the Note Rate of the Trust Notes and the Companion Notes, as applicable, during the Loan Interest Accrual Period on the outstanding principal balance of the Trust Notes and the Companion Notes, as applicable, as of the prior Loan Payment Date in accordance with the Loan

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Agreement and, to the extent permitted by law, all accrued and unpaid interest and other amounts due in respect of the Trust Notes and the Companion Notes, as applicable, from the date such payment was due without regard to any grace or cure periods.

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

“Defaulted Loan”: As defined in Section 1.3(c).

“Defect”: As defined in Section 2.8(a).

“Definitive Certificate”: Any Certificate in fully registered certificated form without interest coupons. For the avoidance of doubt, any RR Interest shall at all times be evidenced by Definitive Certificates.

“Depositor”: Natixis Commercial Mortgage Securities LLC, a Delaware limited liability company, together with its successors and assigns.

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

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

“Determination Date”: With respect to each Distribution Date, the 11^th day of each calendar month in which such Distribution Date occurs or, if such 11^th day is not a Business Day, the immediately succeeding Business Day.

“Directing Holder”: (a) For so long as no Note B-2 Control Appraisal Period is continuing, the holder of Note B-2; (b) if a Note B-2 Control Appraisal Period is continuing, but a Note B-1 Control Appraisal Period is not continuing, the holder of Note B-1; and (c) if a Note B-1 Control Appraisal Period is continuing, the Majority Controlling Class Certificateholder (or a representative appointed by such holder or holders); provided, however, that in the case of a Directing Holder to be appointed by the Majority Controlling Class Certificateholder, (i) absent such appointment, (ii) until a Directing Holder is so appointed or (iii) upon receipt by the Servicer, the Special Servicer and the Certificate Administrator of notice from the Majority Controlling Class Certificateholder that a Directing Holder appointed by them is no longer so designated, the Controlling Class Certificateholder that owns and is identified in writing (with contact information) to the Servicer, the Special Servicer, the Trustee and the Certificate Administrator as owning, the largest aggregate Certificate Balance of Certificates of the Controlling Class will be the Directing Holder; provided, further, that no Borrower Related Party shall be entitled to exercise the rights of the Directing Holder.

“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

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Foreclosed Property in a trade or business conducted by the Trust Fund or the performance of any construction work on the Foreclosed Property, other than through an Independent Contractor; provided, however, that a Foreclosed Property shall not be considered to be Directly Operated solely because the Trustee on behalf of the Trust and the Companion Loan Holders (or the Special Servicer on behalf of the Trustee on behalf of the Trust and the Companion Loan Holders) 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 Whole Loan or Foreclosed Property, any compensation and 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, the Borrower, the Borrower Sponsor or indemnitor in respect of the Whole Loan and any purchaser of the Whole Loan or Foreclosed Property) in connection with the disposition or workout of the Whole Loan, the management or disposition of the 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 Additional Special Servicing Compensation to which the Special Servicer is entitled under this Agreement in the form of late payment charges, Default Interest, assumption fees, assumption application fees, substitution fees, consent fees, Modification Fees, processing fees or other similar fees or other income earned on deposits in the Foreclosed Property Account to the extent not reported in the CREFC^® Reports; provided that any compensation and other remuneration that the Servicer is permitted to receive or retain pursuant to the terms of this Agreement in connection with its duties as Servicer hereunder will not be Disclosable Special Servicer Fees.

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

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

“Disqualified Organization”: 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 FHLMC, 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 Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in

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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 4^th Business Day after each Determination Date, beginning in April 2019. The first Distribution Date shall be April 17, 2019.

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

“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 or (b) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity the long-term unsecured debt obligations of which are rated at least “A2” by Moody’s 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 $50,000,000.00 and subject to supervision or examination by federal or state authority, as applicable. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible Institution”: (a) an institution whose commercial paper, short-term debt obligations or other short-term deposits are rated at least “A–1” by S&P, “P–1” by Moody’s and “F–1” by Fitch, and whose long-term senior unsecured debt obligations are rated at least “A” by S&P, “A” by Fitch, and “A2” by Moody’s and whose deposits are insured by the FDIC or (b) an institution with respect to which a Rating Agency Confirmation is obtained; provided, that, with respect to KeyBank National Association, (i) the short term obligations, deposits, accounts or commercial paper of KeyBank National Association must be rated at least “A-2” by S&P, “P-1” by Moody’s and “F-1” by Fitch, and the long term unsecured debt obligations, accounts or deposits of KeyBank National Association are rated at least “BBB” by S&P, “A2” by Moody’s and “A-“ by Fitch or (ii) KeyBank National Association has obtained a Rating Agency Confirmation.

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

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

“ERISA Plan”: As defined in Section 5.3(p).

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

“Excess Servicing Fee”: With respect to the Whole Loan (and any successor Foreclosed Property with respect thereto), that portion of the Servicing Fees that accrues at a per annum rate equal to the Servicing Fee Rate minus 0.00125%; provided that such rate shall be subject to reduction at any time following any resignation of a Servicer pursuant to Section 6.4 (if no successor is appointed in accordance with Section 6.4 or any termination of a Servicer pursuant to Section 7.1 to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor servicer (which successor may include the Trustee) that meets the requirements of Section 7.2.

“Excess Servicing Fee Right”: With respect to the Whole Loan (and any successor Foreclosed Property with respect thereto), the right to receive Excess Servicing Fees. In the absence of any transfer of the Excess Servicing Fee Right, the Servicer shall be the owner of such Excess Servicing Fee Right.

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

“Exchangeable Group”: As defined in Section 5.8(c).

“Extended Period”: As defined in Section 12.2(b).

“Extension”: As defined in Section 12.2(b).

“FATCA”: Section 1471 through 1474 of the Code and any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance issued by the IRS thereunder as a precondition to relief or exemption from taxes under such Sections, regulations and interpretations), any agreements entered into pursuant to Section 1471(b)(1) of the Code, and including any amendments made to FATCA after the date of this Agreement.

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

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

“Final Asset Status Report”: With respect to the Specially Serviced Loan and the Property, each related Asset Status Report, together with such other data or supporting information provided by the Special Servicer to the Directing Holder or the Risk Retention Consultation Party, in each case, which does not include any communication (other than the related Asset Status Report) between the Special Servicer and Directing Holder or the Risk Retention Consultation Party with respect to the Specially Serviced Loan and the Property. During any Subordinate Control Period, no Asset Status Report shall be considered to be a Final Asset Status Report unless the Directing Holder has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has been deemed to have approved or consented to such action, or has exhausted all of its rights of approval and consent, or the

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Asset Status Report is otherwise implemented by the Special Servicer in accordance with this Agreement.

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

“Foreclosed Property”: The Property or other Collateral securing the Whole Loan, in the event that title to such Property or such other Collateral has been acquired by the Special Servicer on behalf of the Trust and the Companion Loan Holders through foreclosure, deed in lieu of foreclosure or otherwise in the name of the Trustee for the benefit of Certificateholders and the Companion Loan Holders or their nominee.

“Foreclosed Property Account”: As defined in Section 3.6.

“Foreclosed Property Management Fee”: As to the 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 Fund, which shall be reasonable and customary in the market in which the Property is located.

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

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

“Grantor Trust”: A segregated asset pool within the Trust Fund, which at all times shall be treated as a “grantor trust” under the Grantor Trust Provisions, consisting of the Specific Grantor Trust Assets, beneficial ownership of which Specific Grantor Trust Assets (in the case of any Class thereof) is represented by the Class of Certificates with the corresponding alphabetic or alphanumeric designation.

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

“Guarantor”: As defined in the Loan Documents.

“Guaranty”: As defined in the Loan Agreement.

“Indemnified Party”: As defined in Section 8.12.

“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 Borrower, the Trustee, the Certificate Administrator, the Risk Retention Consultation Party, the Companion Loan Holders, the Servicer or the Special Servicer or in any of their respective Affiliates and (ii) is not connected with the Depositor, the Borrower, the Companion Loan Holders, the Trustee, the Certificate Administrator, the Risk Retention Consultation Party, the Servicer or the Special Servicer or any of their respective Affiliates as an

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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 years’ experience in the appraisal of comparable properties in the geographic area in which the subject 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 or the Upper-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 shall 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 shall, at no expense to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer, or the Trust Fund, be delivered to the Trustee, or to 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 Fund, 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”: The amounts set forth in the Introductory Statement.

“Initial Maximum Balance”: The amounts set forth in the Introductory Statement.

“Initial Notional Amount”: The amounts set forth in the Introductory Statement.

“Initial Purchasers”: Natixis Securities Americas LLC and Credit Suisse Securities (USA) LLC.

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

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

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“Insurance Proceeds”: With respect to the Whole Loan, (a) the portion of Net Proceeds paid as a result of a Casualty (as defined in the Loan Agreement) other than amounts to be applied to the restoration, preservation or repair of the Property or to be released to the Borrower each in accordance with the terms of the Loan Agreement, or if not required to be so applied or so released under the terms of the Loan Agreement and 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 and/or (c) any other amounts paid by an insurer pursuant to any insurance policy required to be maintained by the Borrower, to the extent allocable to the Whole Loan under the Loan Documents.

“Interest Distribution Amount”: With respect to any Distribution Date for any Class of Certificates (other than the Class R Certificates), any Class of Regular Interests or any Class of Uncertificated Lower-Tier Interests, the sum of the Current Interest Determination Amount for such Distribution Date and such Class of Certificates, Regular Interests or Uncertificated Lower-Tier Interests plus the aggregate unpaid Interest Shortfalls in respect of prior Distribution Dates for such Class of Certificates, Regular Interests or Uncertificated Lower-Tier Interests.

“Interest Reserve Account”: As defined in Section 3.4(d).

“Interest Shortfall”: With respect to any Distribution Date for any Class of Certificates (other than the Class R Certificates), any Class of Regular Interests or any Class of Uncertificated Lower-Tier Interests, the amount by which the Current Interest Determination Amount for such Class exceeds the portion thereof actually paid on such Distribution Date.

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

“Investment”: Any direct or indirect ownership interest in any security, note or other financial instrument issued or executed by the Borrower or any Affiliate thereof, 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, the Special Servicer, the Certificate Administrator or any Affiliate thereof, as applicable, or any Person on whose behalf the Servicer, the Special Servicer or any of their respective Affiliates has discretion in connection with Investments.

“Investment Representation Letter”: A letter substantially in the form attached hereto as Exhibit J-4.

“Investor Certification”: A certificate representing that such person executing the Certificate is (a) a Certificateholder, a Beneficial Owner of a Certificate, a representative of the Directing Holder (to the extent a Subordinate Control Period or Subordinate Consultation Period is in effect), the Risk Retention Consultation Party or a prospective purchaser of a Certificate and that either (a) such person is not a Borrower Related Party or an agent or Affiliate of the

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foregoing, in which case such person shall have access to all the reports and information made available to Privileged Persons hereunder, or (b) such person is a Borrower Related Party or an agent or Affiliate of the foregoing, in which case such person shall only receive access to the Distribution Date Statements prepared by the Certificate Administrator. The Investor Certification shall be substantially in the form of Exhibit J-1 or Exhibit J-2 hereto, as applicable, or may be in the form of an electronic certification contained on the Certificate Administrator’s Website. Investor Certifications may be submitted electronically via the Certificate Administrator’s Website.

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

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

“IRS”: The Internal Revenue Service.

“Junior Companion Loan Holder”: The holder of a Junior Companion Loan.

“Lease”: A “Lease” as defined in the Loan Agreement.

“Letter of Credit”: As defined in the Loan Agreement.

“Liquidated Property”: The Property, if it has been liquidated and the Special Servicer has determined that all amounts which it expects to recover from or on account of the Property have been recovered.

“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 Whole Loan or the Property, 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 which have been previously reimbursed to the party incurring the same or which were netted against income from the 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 the Liquidated Property or the liquidation of the Whole Loan or the Notes as to which the Special Servicer receives any Net Liquidation Proceeds, equal to the product of the Liquidation Fee Rate and Net Liquidation Proceeds related to the Liquidated Property, Whole Loan or Notes; except as provided in Section 3.17(a). The Liquidation Fee with respect to the Specially Serviced Loan or Foreclosed Property shall be reduced by the amount of any Modification Fees paid by or on behalf of the Borrower in regard to any Special Servicing Loan Event and received by the Special Servicer as compensation within the 12-month period preceding payment of the Liquidation Fee, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.

“Liquidation Fee Rate”: A rate equal to 0.50%, subject to a cap of $1,000,000.

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“Liquidation Proceeds”: Amounts (other than Insurance Proceeds and Condemnation Proceeds) received by the Special Servicer and/or the Certificate Administrator in connection with (a) the liquidation of the Whole Loan or the Property, whether through judicial foreclosure, sale or otherwise, (b) the sale, discounted payoff or other liquidation of the Whole Loan (other than amounts required to be paid to the Borrower pursuant to law or the terms of the Loan Agreement) including the proceeds of any full, partial or discounted payoff of the Whole Loan (exclusive of any portion of such payoff or proceeds that represents Default Interest or late payment charges), or (c) the purchase of the Trust Loan by the related Companion Loan Holder.

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

“Loan Documents”: With respect to the Whole Loan, all documents executed or delivered by the Borrower evidencing or securing or subsequently added to the Mortgage File, in each case as each of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance therewith, including without limitation the Loan Agreement.

“Loan Event of Default”: An “Event of Default” as defined in the Loan Agreement.

“Loan Interest Accrual Period”: With respect to the Notes and any Loan Payment Date, the period commencing on and including the tenth day of the calendar month immediately preceding the month in which such Loan Payment Date occurs to and including the ninth day of the following calendar month.

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

“Loan Principal Balance”: As of the date of any determination, with respect to the Trust Loan, Companion Loans, Whole Loan or Foreclosed Property, the outstanding principal balance of such Trust Loan, Companion Loans or Whole Loan or, as determined in accordance with Section 3.12(g), such Foreclosed Property.

“Loan Purchase Agreement”: The loan purchase and sale agreement dated as of the Closing Date, by and between the Loan Seller and the Depositor.

“Loan Seller”: Natixis Real Estate Capital LLC.

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

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

“Lower-Tier Principal Amount”: With respect to any Uncertificated Lower-Tier Interest, a principal amount that initially will equal the Original Lower-Tier Principal Amount of such Uncertificated Lower-Tier Interest set forth in the Introductory Statement herein, and from time to time will equal such amount reduced by the amount of any distributions of the Lower-Tier Distribution Amount allocable to principal made, and any Realized Losses allocated, with respect to such Uncertificated Lower-Tier Interest on any Distribution Date as provided in

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Section 4.1(g) of this Agreement and increased by the amount of any recoveries of Nonrecoverable Advances applied to increase the Certificate Balance of the Corresponding Regular Interest as provided in Section 4.1(g) of this Agreement.

“Lower-Tier REMIC”: A segregated asset pool within the Trust Fund consisting of the Trust Loan, collections thereon, the Trust’s interest in any Foreclosed Property acquired in respect thereof, amounts related thereto held from time to time in the Collection Account, the Lower-Tier Distribution Account, the Foreclosed Property Account, the Interest Reserve Account and all other property included in the Trust Fund that is not in the Upper-Tier REMIC or the Grantor Trust.

“Lower-Tier Regular Interests”: The Class LA Interest, Class LB Interest, Class LC Interest and Class LD Interest issued by the Lower-Tier REMIC and held by the Trustee as assets of the Upper-Tier REMIC. Each Lower-Tier Regular Interest (i) is designated as a “regular interest” in the Lower-Tier REMIC, (ii) relates to its Corresponding Regular Interest and Corresponding Certificates, (iii) is uncertificated, (iv) has an initial Lower-Tier Principal Balance as set forth in the Introductory Statement herein, (v) has a Pass-Through Rate equal to the Net Mortgage Rate, (vi) has a “latest possible maturity date,” within the meaning of Treasury Regulations Section 1.860G-1(a), that is the Rated Final Distribution Date and (vii) is entitled to the distributions in the amounts and at the times specified in Section 4.2(b) of this Agreement.

“MAI”: Standards of Professional Appraisal Practice established for Members of the Appraisal Institute.

“Major Decision”: any of the following:

(i) any proposed or actual foreclosure upon or comparable conversion (which may include acquisition of a Foreclosed Property) of the ownership of the Property;

(ii) any modification, consent to a modification or waiver of any monetary term (other than late fees and default interest) or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of the Whole Loan or any extension of the maturity date of the Whole Loan, other than as expressly permitted pursuant to the terms of the Loan Documents;

(iii) any exercise of remedies under the Whole Loan, including the acceleration of the Whole Loan or initiation of any proceedings under the Loan Documents or any acquisition of the Property or any interest therein by foreclosure, deed-in-lieu of foreclosure, settlement or otherwise;

(iv) any sale of the Whole Loan or Foreclosed Property for less than the Repurchase Price;

(v) any determination to bring the Property or a Foreclosed Property into compliance with applicable environmental laws or to otherwise address hazardous materials located at the Property or Foreclosed Property;

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(vi) any substitution or release of real property collateral for the Whole Loan (other than substitutions or releases of immaterial and non-income producing real property collateral or in connection with a condemnation action) except, in each case, as expressly permitted by the Loan Documents;

(vii) any determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause (unless such clause is not exercisable under applicable law or such exercise is reasonably likely to result in successful legal action by the Borrower);

(viii) any transfer of the Property or any portion of the Property, or any transfer of any direct or indirect ownership interest in the Borrower to the extent the lender’s consent under the Loan Documents is required, except in each case as expressly permitted by the Loan Documents or in connection with a pending or threatened condemnation;

(ix) any consent to incurrence of additional debt by the Borrower or mezzanine debt by a direct or indirect parent of the Borrower, including modification of the terms of any document evidencing or securing any such additional 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’s approval is required by the Loan Documents;

(x) releases of any escrow accounts, reserve accounts or letters of credit each if held as performance escrows or reserves other than those required pursuant to the specific terms of the Loan Documents and for which there is no lender discretion;

(xi) approval of the termination, engagement or replacement of any property manager or parking manager, to the extent the lender’s approval is required by the Loan Documents;

(xii) any acceptance of an assumption agreement releasing the Borrower, Guarantor or other obligor from liability under the Whole Loan or the Loan Documents other than pursuant to the specific terms of the Whole Loan and for which there is no lender discretion;

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

(xiv) any proposed modification or waiver of any provision of the Loan Documents with respect to the Whole Loan governing the types, nature or amount of insurance coverage required to be obtained and maintained;

(xv) approval of casualty/condemnation insurance settlements, any determination to apply casualty proceeds or condemnation awards to the reduction of the debt evidenced by the Whole Loan rather than to the restoration of the Property other than pursuant to the specific terms of the Whole Loan;

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

(xvii) any determination by the Servicer or the Special Servicer to transfer the Whole Loan to the Special Servicer with respect to any Whole Loan default or Loan Event of Default that is anticipated but has not yet occurred; and

(xviii) any release of the Borrower or of any guarantor or indemnitor from liability under the Loan Documents.

“Majority Controlling Class Certificateholder”: The Holder(s) of Certificates representing more than 50% of the aggregate Certificate Balance of the Controlling Class that are not Holders of the RR Interest.

“Manager”: As defined in the Loan Agreement.

“Material Breach”: As defined in Section 2.8(a).

“Material Document Defect”: As defined in Section 2.8(a).

“Maturity Date”: February 10, 2029.

“Modification Fees”: With respect to the Whole Loan, any and all fees collected from the Borrower with respect to a modification, extension, waiver or amendment that modifies, extends, amends or waives any term of the Loan Documents (as evidenced by a signed writing) agreed to by the Servicer or the Special Servicer, other than (a) any assumption fees, substitution fees, consent fees or assumption application fees, (b) any fee in connection with a defeasance of the Whole Loan and (c) Special Servicing Fees, Work-out Fees and Liquidation Fees.

“Monthly Debt Service Payment Amount”: The monthly payment of interest and principal, if any, required to be made by the Borrower on the Trust Loan in the amount set forth in the Loan Agreement.

“Monthly Payment”: With respect to the Trust Loan or Whole Loan, as applicable and any Distribution Date, the scheduled payment on the Trust Loan or Whole Loan, as applicable pursuant to the Loan Agreement, including any Balloon Payment that is due and payable on the immediately preceding Loan Payment Date.

“Monthly Payment Advance”: Any advance in respect of the Trust Loan only made by the Servicer or the Trustee pursuant to Section 3.23(a) or Section 3.23(c), as applicable. Each reference to the reimbursement or payment of a Monthly Payment Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance Rate through the date preceding the date of payment or reimbursement. Neither the Servicer nor the Trustee shall be required to make principal and/or interest advances with respect to any Companion Loan, and the term “Monthly Payment Advance” shall be operative only in respect of the Trust Loan.

“Moody’s”: Xxxxx’x Investors Service, Inc., and its successor in interest.

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“Morningstar”: Morningstar Credit Ratings, LLC, and its successors in interest.

“Mortgage”: The Security Instrument, as such term is defined in the Loan Agreement.

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

“Natixis Securities Americas”: Natixis Securities Americas LLC.

“Net Foreclosure Proceeds”: With respect to any Foreclosed Property, the Foreclosure Proceeds with respect to such Foreclosed Property net of any insurance premiums, taxes, assessments, ground rents, leasehold 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 the Property or the Whole Loan, as the case may be, over the amount of Liquidation Expenses incurred with respect thereto.

“Net Mortgage Rate”: With respect to any Distribution Date and the Trust Loan, the annualized rate at which interest would have to accrue in respect of the Trust Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest (net of the related Servicing Fee, the CREFC^® Intellectual Property Royalty License Fee and the Certificate Administrator Fee (including the portion that is the Trustee Fee) and exclusive of Default Interest with respect to the Trust Loan) actually accrued on the Trust Loan during the related Loan Interest Accrual Period; provided that for purposes of calculating Pass-Through Rates, the Net Mortgage Rate will be determined without regard to any modification, waiver or amendment of the terms of the Whole Loan, whether agreed to by the Servicer, the Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the Borrower or otherwise; provided, further, however, that for purposes of calculating Pass-Through Rates (i) the Net Mortgage Rate for the Loan Interest Accrual Period preceding the Loan Payment Dates in (a) January and February in each year that is not a leap year or (b) in February only in each year that is a leap year (unless the related Distribution Date is the final Distribution Date), shall be the annualized rate at which interest would have to accrue on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest (net of the related Servicing Fee, the CREFC^® Intellectual Property Royalty License Fee and the Certificate Administrator Fee (including the portion that is the Trustee Fee) and exclusive of Default Interest with respect to the Trust Loan) actually accrued on the Trust Loan during such Loan Interest Accrual Period, minus the applicable Withheld Amount and (ii) the Net Mortgage Rate for the Loan Interest Accrual Period preceding the Loan Payment Date in

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March (or February, if the related Distribution Date is the final Distribution Date), shall be the annualized rate at which interest would have to accrue on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest (net of the related Servicing Fee, the CREFC^® Intellectual Property Royalty License Fee and the Certificate Administrator Fee (including the portion that is the Trustee Fee) and exclusive of Default Interest with respect to the Trust Loan) actually accrued on the Trust Loan during such Loan Interest Accrual Period, plus the applicable Withheld Amounts.

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

“Nondisqualification Opinion”: An Opinion of Counsel, prepared at the Trust Fund’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 at any time that any Certificates are outstanding 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”: With respect to the Trust Loan, the Whole Loan or the Property, as applicable, any portion of an Advance previously made and not previously reimbursed, or proposed to be made, including interest thereon, which, in accordance with Accepted Servicing Practices (in the case of the 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 Foreclosure Proceeds, Condemnation Proceeds, Insurance Proceeds not otherwise required to be distributed in connection with a restoration of the Property pursuant to this Agreement or the Loan Agreement or Liquidation Proceeds) in respect of the Trust Loan, the Whole Loan or the Property, as applicable, or from funds related to the Trust Loan, the Whole Loan or the Property, as applicable, on deposit in the Collection Account pursuant to Section 3.4(c). The Trustee may rely conclusively upon a determination of non-recoverability made by the Servicer. In making such non recoverability determination, the Servicer or the Trustee, as applicable, shall be entitled to consider (among other things) the obligations of the Borrower under the terms of the Trust Loan, the Whole Loan or the Property, as applicable, as it may have been modified, to consider (among other things) the Property in its “as is” or then current condition and occupancy, as modified by such party’s assumptions regarding the possibility and effects of future adverse change with respect to the Property, to estimate and consider (among other things) future expenses and to estimate and consider (among other things) the timing of recoveries and shall be entitled to give due regard to the existence of any Nonrecoverable Advances and Senior Companion Loan Advances that, at the time of such consideration, the recovery of which are being deferred or delayed by the Servicer, in light of the fact that amounts collected in respect of the Trust Loan, the Whole Loan or the Property, as applicable, as to which such Advance or Senior Companion Loan Advance was made, whether in the form of late payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise from the Trust Loan, the Whole Loan or the Property, as applicable, are a source of recovery not only for the Advance under consideration but also a potential source of recovery for such delayed or deferred Advance or Senior Companion Loan Advance.

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

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“Non-Trust A Notes”: As defined in the Introductory Statement.

“Non-Trust B Notes”: As defined in the Introductory Statement.

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

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

“Note”: As defined in the Introductory Statement.

“Note A-1”: As defined in the Introductory Statement.

“Note A-2”: As defined in the Introductory Statement.

“Note A-3”: As defined in the Introductory Statement.

“Note A-4”: As defined in the Introductory Statement.

“Note A-5”: As defined in the Introductory Statement.

“Note A-B”: As defined in the Introductory Statement.

“Note B-1”: As defined in the Introductory Statement.

“Note B-1 Control Appraisal Period”: If, and for so long as, (a)(I)(1) the initial outstanding principal balance of Note B-1 Note minus (2) the sum, without duplication, of (x) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received on, Note B-1 after the date of creation of Note B-1, (y) any Appraisal Reduction Amount for the Whole Loan that is allocated to Note B-1 and (z) any losses realized with respect to the Property or the Whole Loan that are allocated to Note B-1 plus (3) the Threshold Event Collateral then held by the Servicer, is less than (II) 25% of the remainder of the (x) initial outstanding principal balance of Note B-1 less (y) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received by, the holder of Note B-1 on Note B-1 after the date of creation of Note B-1; or (b) any interest in such Note is held by the Borrower or a Borrower Related Party, or the Borrower or Borrower Related Party would otherwise be entitled to exercise the rights of the holder of Note B-1 Holder as the Controlling Note Holder.

“Note B-2”: As defined in the Introductory Statement.

“Note B-2 Control Appraisal Period”: If, and for so long as, (a)(I)(1) the initial outstanding principal balance of Note B-2 Note minus (2) the sum, without duplication, of (x) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received on, Note B-2 after the date of creation of Note B-2, (y) any Appraisal Reduction Amount for the Whole Loan that is allocated to Note B-2 and (z) any losses realized with respect to the Property or the Whole Loan that are allocated to Note B-2 plus (3) the Threshold Event Collateral then held by the Servicer, is less than (II) 25% of the remainder of the (x) initial outstanding principal balance of Note B-2 less (y) any payments of principal (whether as

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principal prepayments or otherwise) allocated to, and received by, the holder of Note B-2 on Note B-2 after the date of creation of Note B-2; or (b) any interest in such Note is held by the Borrower or a Borrower Related Party, or the Borrower or Borrower Related Party would otherwise be entitled to exercise the rights of Note B-2 Holder as the Controlling Note Holder.

“Note Rate”: With respect to each Note, the rate at which interest accrues on such Note, as applicable, which (i) with respect to the Trust A Note is a per annum rate of 4.43598540291971% (without giving effect to any Default Rate or any increase in interest rate), (ii) with respect to the Non-Trust A Notes is a per annum rate of 4.43598540291971% (without giving effect to any Default Rate or any increase in interest rate), (iii) with respect to the Trust A-B Note is a per annum rate of 4.43598540291971% (without giving effect to any Default Rate or any increase in interest rate), (iv) with respect to Note B-1 is a per annum rate of 4.8000% (without giving effect to any Default Rate or any increase in interest rate), and (v) with respect to Note B-2 is a per annum rate of 5.9500% (without giving effect to any Default Rate or any increase in interest rate).

“Notional Amount”: As of any date of determination, subject to the next sentence: (i) with respect to the Class X Regular Interest, the related Class X Notional Amount as of such date of determination and (ii) with respect to the Class X Certificates, the product of the Class X Notional Amount of the Class X Regular Interest and the Class X Percentage Interest as of such date of determination. The initial and then-current Certificate Balance or Notional Amount, as applicable, of each Class of Certificates subject to exchange in accordance with Section 5.8 will be subject to re-designation as between the applicable Classes pursuant to Section 5.8.

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

“NRSRO”: Any nationally recognized statistical ratings organization, including the Rating Agencies.

“NRSRO Certification”: A certification (a) in the form of Exhibit L executed by an NRSRO or (b) provided electronically and executed by such NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s website in favor of the 17g-5 Information Provider that states (i) that such NRSRO is a Rating Agency, or (ii) that such NRSRO has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e), that such NRSRO has access to the Depositor’s 17g-5 website and that any confidentiality provisions relating to information on the Depositor’s 17g-5 website apply equally to information on the Certificate Administrator’s Website and the 17g-5 Information Provider’s website.

“Offering Circular”: That certain Confidential Offering Circular, dated as of March 26, 2019, relating to the offering of 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 (ii) any Servicing Officer, Responsible Officer or other officer of the Servicer, the Special Servicer, the

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Depositor, the 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 (iii) with respect to the Certificate Administrator and the Trustee, any Responsible Officer.

“Opinion of Counsel”: A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Servicer or the Special Servicer, 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 8, 2019.

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

“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 securities backed by the assets of such Other Securitization Trust.

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

“Other Servicer”: The applicable other “master servicer” under any Other Pooling and Servicing Agreement relating to a Companion Loan.

“Other Special Servicer”: The applicable other “special servicer” under any Other Pooling and Servicing Agreement relating to a Companion Loan.

“Other Trustee”: The applicable other “trustee” under any Other Pooling and Servicing Agreement related to a Companion Loan.

“Parking Manager”: As defined in the Loan Agreement.

“Pass-Through Rate”: With respect to (i) the Class A Certificates and the Class A Regular Interest, the Class A Pass-Through Rate; (ii) the Class X Certificates and the Class X Regular Interest, the Class X Pass-Through Rate; (iii) the Class B Certificates and the Class B Regular Interest, the Class B Pass-Through Rate; (iv) the Class C Certificates and the Class C Regular Interest, the Class C Pass-Through Rate; (v) the Class D Certificates and the Class D Regular Interest, the Class D Pass-Through Rate; and (vi) each Uncertificated Lower-Tier Interest, the Net Mortgage Rate, which, in each case, interest accrues at such per annum rate on the Certificate Balance, Notional Balance or Lower-Tier Principal Amount, as applicable, of such Class as set forth in the Introductory Statement.

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The Class V Certificates will not have a Pass-Through Rate, but (i) the Class V-ABC Certificates will be entitled to receive the Class V-ABC Percentage Interest of the sum of the interest distributable on the Class A, Class B, Class C and Class X Regular Interests, (ii) the Class V-D Certificates will be entitled to receive the Class V-D Percentage Interest of the sum of the interest distributable on the Class D Regular Interest, and (iii) the Class V2 Certificates will be entitled to receive the Class V2 Percentage Interest of the sum of the interest distributable on the Regular Interests.

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

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

“Permitted Investments”: Any one or more of the following obligations or securities, including those issued by the Servicer, the Certificate Administrator or the Trustee or any of their respective Affiliates, that (x) are acquired at a purchase price not greater than par, (y) are payable on demand or have a maturity date not later than the Business Day immediately prior to the first Loan Payment Date following the date of acquiring such investment and (z) meet one of the appropriate standards set forth below:

(i) direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America, Xxxxxx Xxx, Xxxxxxx Mac or any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and credit of the United States of America that mature in one year or less from the date of acquisition; provided that any obligation of, or guarantee by, any agency or instrumentality of the United States of America shall be a Permitted Investment only if such investment would not result in the downgrading, withdrawal or qualification of the then-current rating assigned by each Rating Agency to any Certificate as evidenced in writing, other than (a) unsecured senior debt obligations of the U.S. Treasury (direct or fully funded obligations), U.S. Department of Housing and Urban Development public housing agency bonds, Federal Housing Administration debentures, Government National Mortgage Association guaranteed mortgage-backed securities or participation certificates, RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed pool certificates and (b) Farm Credit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated debt obligations, Xxxxxxx Mac debt obligations, and Xxxxxx Xxx debt obligations;

(ii) time deposits, demand unsecured certificates of deposit, or bankers’ acceptances with maturities of not more than 365 days that are issued or held by any depository institution or trust company (including the Certificate Administrator) incorporated or organized under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state banking authorities

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which (A) in the case of such investments with maturities of 30 days or less, the short term obligations of which are rated in the highest short term rating category by Xxxxx’x or the long term obligations of which are rated at least “A2” by Xxxxx’x, (B) in the case of such investments with maturities of three months or less, but more than 30 days, the short term obligations of which are rated in the highest short term rating category by Xxxxx’x or the long term obligations of which are rated at least “A2” by Xxxxx’x (C) in the case of such investments with maturities of six months or less, but more than three months, the short term obligations of which are rated in the highest short term rating category by Xxxxx’x and the long term obligations of which are rated at least “Aa3” by Xxxxx’x and (D) in the case of such investments with maturities of more than six months, the short term obligations of which are rated in the highest short term rating category by Xxxxx’x and the long term obligations of which are rated at least “Aaa” by Xxxxx’x (or, in each case, if permitted by the Whole Loan, if not rated by Xxxxx’x, otherwise acceptable to Xxxxx’x and Morningstar, as confirmed in a Rating Agency Confirmation);

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

(iv) debt obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any state thereof which mature in one year or less from the date of acquisition, which (A) in the case of such investments with maturities of 30 days or less, the short term obligations of which are rated in the highest short term rating category by Xxxxx’x or the long term obligations of which are rated at least “A2” by Xxxxx’x, (B) in the case of such investments with maturities of three months or less, but more than 30 days, the short term obligations of which are rated in the highest short term rating category by Xxxxx’x and the long term obligations of which are rated at least “A2” by Xxxxx’x, (C) in the case of such investments with maturities of six months or less, but more than three months, the short term obligations of which are rated in the highest short term rating category by Xxxxx’x and the long term obligations of which are rated at least “Aa3” by Xxxxx’x, and (D) in the case of such investments with maturities of more than six months, the short term obligations of which are rated in the highest short term rating category by Xxxxx’x and the long term obligations of which are rated “Aaa” by Xxxxx’x; provided, however, that securities issued by any particular corporation will not be Permitted Investments to the extent that investment therein will cause the then outstanding principal amount of securities issued by such corporation and held in the accounts established hereunder to exceed 10% of the sum of the aggregate principal balance and the aggregate principal amount of all Permitted Investments in such accounts;

(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations) payable on demand or on a specified date (i)(1) if maturing in three months or less, carries either a short term rating of “P-1” by Xxxxx’x or a long term rating of “A2” or better by Xxxxx’x, (2) if maturing in six months or less but more than three months, carries a short term rating of “P-1” by

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Xxxxx’x and a long term rating of “Aa3” or better by Xxxxx’x and (3) if maturing in longer than six months, carries a short term rating of “P-1” by Xxxxx’x and a long term rating of “Aaa” by Xxxxx’x or (ii) have such other ratings as confirmed in a Rating Agency Confirmation;

(vi) any money market fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clause (i) above, (b) has net assets of not less than $5,000,000,000, (c) has a rating of “Aaa-mf” by Xxxxx’x, and (d) maintains a constant net asset value;

(vii) units of money market funds (including those managed or advised by the Trustee or its Affiliates) which maintain a constant net asset value, such as the Xxxxx Fargo Money Market Funds; provided that such units of money market funds are rated “Aaa-mf” by Xxxxx’x; and

(viii) any other demand, money market or time deposit, obligation, security or investment with respect to which Rating Agency Confirmation has been obtained from each Rating Agency.

Notwithstanding the foregoing, “Permitted Investments” (i) shall be limited to investments that have an unqualified rating (i.e., one with no qualifying suffix), with the exception of ratings with regulatory indicators, such as the (sf) subscript, and unsolicited ratings; (ii) shall be limited to those instruments that have a predetermined fixed dollar of principal due at maturity that cannot vary or change; (iii) shall only include instruments that qualify as “cash flow investments” (within the meaning of Section 860G(a)(6) of the Code); and (iv) shall exclude any investment where the right to receive principal and interest 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. Interest may either be fixed or variable, and any variable interest must be tied to a single interest rate index plus a single fixed spread (if any), and move proportionately with that index. No investment shall be made which requires a payment above par for an obligation if the obligation may be prepaid at the option of the issuer thereof prior to its maturity. All investments shall mature or be redeemable upon the option of the holder thereof on or prior to the earlier of (x) three months from the date of their purchase and (y) the Business Day preceding the day before the date such amounts are required to be applied hereunder.

“Permitted Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, appraisal fees, banking fees or insurance commissions or fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to the Whole Loan or any Foreclosed Property in accordance with this Agreement.

“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 who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the transfer) to the effect that the transfer of an ownership interest in any Class R Certificate to such Person will not cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Disqualified

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Non-U.S. 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 Non-U.S. Person or (e) a U.S. 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. 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.

“Plan”: As defined in Section 5.3(n).

“Pre-close Information”: As defined in Section 8.14(b).

“Prime Rate”: The “prime rate” published in the “Money Rates” Section of The Wall Street Journal (and with respect to Senior Companion Loan Advances, the rate set forth in the Senior Companion Loan Pooling and Servicing Agreement); 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 shall reasonably select a comparable interest rate index.

“Principal Distribution Amount”: For each Distribution Date and any Class of Regular Interests (other than the Class X Regular Interest) or Class of Sequential Pay Certificates, the sum of (i) the Regular Principal Distribution Amount for such Distribution Date and such Class and (ii) to the extent not paid on any prior Distribution Date, the aggregate Principal Shortfalls in respect of prior Distribution Dates for such Class.

“Principal Shortfall”: For each Distribution Date and any Class of Regular Interests (other than the Class X Regular Interest) or Class of Sequential Pay Certificates, the amount by which the Regular Principal Distribution Amount for such Class exceeds the amount actually distributed to such Class in respect of the principal on such Distribution Date.

“Privileged Information”: Any (i) correspondence between the Directing Holder or the Risk Retention Consultation Party and the Special Servicer related to the Specially Serviced Loan or the exercise of the Directing Holder’s consent or non-binding consultation rights or the Risk Retention Consultation Party’s non-binding consultation rights under this Agreement, (ii) strategically sensitive information that the Special Servicer has reasonably determined could compromise the Trust Fund’s position in any ongoing or future negotiations with the Borrower or other interested party and (iii) information subject to attorney-client privilege.

“Privileged Person”: The Depositor, the Initial Purchasers, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, each Companion Loan Holder, any person who provides the Certificate Administrator with an Investor Certification (including the Directing Holder and the Risk Retention Consultation Party) and any NRSRO that delivers a NRSRO Certification to the Certificate Administrator, which Investor Certification and NRSRO

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Certification may be submitted electronically via the Certificate Administrator’s Website. For purposes of receiving any information or report from the Certificate Administrator’s Website, other than Distribution Date Statements only, each Borrower Related Party (as evidenced by its submission of an Investor Certification in the form of Exhibit J-2 hereto) shall be deemed to not be a “Privileged Person” as defined herein.

“Property”: The property securing the Whole Loan as such term is defined in the Loan Agreement.

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

“QIB”: A “qualified institutional buyer” within the meaning of Rule 144A.

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

“Qualified Mortgage”: As defined in Section 2.8(a).

“Qualified Replacement Special Servicer”: A replacement special servicer that satisfies all of the eligibility requirements applicable to the Special Servicer set forth in Section 2.5 and Section 3.10(b), unless expressly approved by 100% of the Certificateholders.

“Rated Final Distribution Date”: The Distribution Date occurring in February 2039.

“Rating Agencies”: Xxxxx’x and Morningstar, as applicable.

“Rating Agency Confirmation”: With respect to any matter, obtaining confirmation in writing (which may be in electronic format) by a Rating Agency that a proposed action, failure to act or other specified event will not in and of itself result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates (if then rated by such Rating Agency) immediately prior to the occurrence of the action, failure to act or other event with respect to which Rating Agency Confirmation is sought; provided that a written waiver or acknowledgment (which may be in electronic format) from such Rating Agency indicating its decision not to review or decline to review the matter for which such Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation from such Rating Agency with respect to such matter. With respect to any matter affecting the Companion Loans (if Senior Companion Loan Securities exist), the Rating Agency Confirmation shall also refer to the nationally recognized statistical rating organizations then rating the securities representing an interest in such Companion Loan Securities and such rating organizations’ respective ratings of such Companion Loan Securities.

“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).

“Realized Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the aggregate of the Certificate Balances of Regular Interests (other than the Class X

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Regular Interest) or Class of the Sequential Pay Certificates after giving effect to distributions made on such Distribution Date exceeds (ii) the Loan Principal Balance of the Trust Loan after giving effect to (a) any payments of principal received with respect to the Loan Payment Date occurring immediately prior to such Distribution Date and (b) the aggregate reductions of the principal balance of the Trust Loan that have been permanently made as a result of a bankruptcy proceeding, modification or otherwise.

“Record Date”: With respect to any Distribution Date, the close of business on the last day of the calendar month preceding the month in which such Distribution Date occurs, or, if such last day is not a Business Day, the preceding Business Day.

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

“Regular Interests”: The Class A, Class X, Class B, Class C and Class D Regular Interests.

“Regular Interest Distribution Account”: As defined in Section 3.5.

“Regular Principal Distribution Amount”: For each Distribution Date and any Class of Regular Interests (other than the Class X Regular Interest) or Class of Sequential Pay Certificates, will equal (i) all amounts collected or advanced in respect of principal with respect to the Trust Loan during the related Collection Period, and (ii) all amounts received during the related Collection Period in respect of principal on the Trust Loan of any Repurchase Price, all amounts allocated to principal on the Trust Loan from Net Liquidation Proceeds, Condemnation Proceeds, Net Foreclosure Proceeds or Insurance Proceeds (other than amounts related to clause (b) of the definition of Insurance Proceeds necessary to be applied to the restoration, preservation or repair of the Property or to be released to the Borrower in accordance with the Loan Documents) or otherwise in respect of principal received on the Trust Loan, in the case of either clause (i) or (ii), that would be allocated to such Class if distributed to the Holders in Sequential Order to reduce the outstanding Certificate Balance of each Class to zero. For the avoidance of doubt, all amounts in respect of principal received by the Servicer or the Special Servicer in respect of a Repurchase Price shall be treated as part of the Regular Principal Distribution Amount.

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

“Regulation RR” means the Credit Risk Retention regulations, 79 Fed. Reg. 77601, pages 77740-77766 (Dec. 24, 2014), jointly promulgated by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Securities and

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Exchange Commission, and the Department of Housing and Urban Development (the “Agencies”) to implement the credit risk retention requirements under 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 regulations may be amended from time to time by such Agencies, and subject to such clarification and interpretation as have been provided by such Agencies, whether in the adopting release, or as may be provided by any such Agency or its staff from time to time, in each case, as effective from time to time as of the applicable compliance date specified therein.

“Regulation S”: Regulation S under the Act.

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

“Related Certificates,” “Related Class X Component” and “Related Uncertificated Lower-Tier Interest”: For the following Classes of Uncertificated Lower-Tier Interests, the related Class of Certificates and Class X Components set forth below and for the following Classes of Certificates and Class X Components, the related Class of Uncertificated Lower-Tier Interests set forth below:

Related Certificates	Related Uncertificated Lower-Tier Interest	Related Class X Component
Class A Certificates	Class LA Uncertificated Interest	Class A Component
Class B Certificates	Class LB Uncertificated Interest	Class B Component
Class C Certificates	Class LC Uncertificated Interest	Class C Component
Class D Certificates	Class LD Uncertificated Interest	N/A

“Relevant Distribution Date” means with respect to any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to a Senior Companion Loan Securitization holding a Senior Companion Loan, the “Distribution Date” (or analogous concept) under the related Senior Companion Loan 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 and any related Treasury regulations or announcements.

“Remittance Amount”: For each Distribution Date that the Servicer is required to make a distribution to a Companion Loan Holder pursuant to Section 3.4(e), the amounts received by the Servicer (or, with respect to a serviced Foreclosed Property, the Special Servicer) during the related Collection Period pursuant to the Co-Lender Agreement and available for payment to the Companion Loan Holders pursuant to the Co-Lender Agreement.

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

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

“REO Management Fee”: As to the 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 Fund, which shall be reasonable and customary in the market in which the Property is located.

“REO Property”: The Property title to which has been acquired by a Servicer on behalf of (or other Person designated by) the Holders through foreclosure, deed in lieu of foreclosure or otherwise.

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

“Repurchase Price”: With respect to the Trust Loan or Whole Loan, as applicable, an amount (without duplication) equal to the sum of (i) the unpaid principal balance of the Trust Loan or Whole Loan, as applicable, (ii) accrued and unpaid interest on the Trust Loan or the Whole Loan, as applicable, at the Note Rate (exclusive of the Default Rate) to and including the last day of the related Loan Interest Accrual Period in which the repurchase is to occur, (iii) unreimbursed Property Protection Advances and Administrative Advances, together with interest on such Advances, (iv) an amount equal to all interest on outstanding Monthly Payment Advances and with respect to the Whole Loan, on outstanding Senior Companion Loan Advances, (v) any unpaid Trust Fund Expenses and (vi) any other out-of-pocket expenses reasonably incurred or expected to be incurred by the Servicer, the Special Servicer, the Certificate Administrator or the Trustee arising out of the enforcement of the repurchase obligation. No Liquidation Fee shall be paid by the Loan Seller in connection with a repurchase of the Trust Loan due to a Material Breach or Material Document Defect pursuant to the Loan Purchase Agreement if such repurchase occurs within the time period required by the Loan Purchase Agreement.

For purposes of this Agreement (including, without limitation, Section 3.16 hereof), the “Repurchase Price” in respect of the Defaulted Loan or in respect of Foreclosed Property, in the context of a sale of REO Property or a Specially Serviced Loan (to a party other than a Companion Loan Holder), shall include (i) the aggregate principal balances of the Companion Note Notes (as of the date of the sale), (ii) aggregate accrued and unpaid interest on the Companion Notes principal balance at the related Note Interest Rate, up to (but excluding) the date of sale and if such date of sale is not a Loan Payment Date, up to (but excluding) the Loan Payment Date next succeeding the date of sale, provided payment is made in good funds by 2:00 p.m. New York local time, (iii) any unreimbursed Companion Loan Holder advances and interest thereon at the Advance Rate (but excluding any amounts already covered in clause (ii) above) and (iv) any unreimbursed costs incurred by a Companion Loan Holder.

“Repurchase Request”: With respect to the Trust Loan, any request or demand whether oral or written that the Trust Loan be repurchased or replaced, whether arising from a Material Breach or Material Document Defect or other breach of a representation or warranty.

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“Repurchased Note”: As defined in Section 3.29(a).

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

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

“Requesting Party”: As defined in Section 3.27(a).

“Required Advance Amount”: With respect to any Distribution Date, an amount equal to (a) the aggregate amount of the Monthly Payment Advances with respect to the Trust Loan (taking into account any Appraisal Reduction Amount as of such Distribution Date for the Trust Loan) that would be required to be made on the related Remittance Date by the Servicer pursuant to this Agreement had the Borrower not made any portion of its Monthly Payments in respect of the Trust Loan for the related Loan Payment Date less (b) the aggregate compensation payable to the Servicer in respect of the aggregate Servicing Fee and the Certificate Administrator in respect of the aggregate Certificate Administrator Fee (including that portion of which is the Trustee Fee) on such Remittance Date with respect to the Trust Loan.

“Reserve Account”: Any reserve account required to be maintained under the Loan Agreement.

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

“Responsible Officer”: With respect to (i) the Trustee, any director, vice president, assistant vice president, assistant secretary, treasurer, assistant treasurer, trust officer or any other officer of the Corporate Trust Office of the Trustee, customarily performing functions similar to those performed by any of the above-designated officers with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, whom such matter is referred and (ii) the Certificate Administrator, any officer assigned to the Corporate Trust Services group, with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other officer to whom a particular matter is referred by the Certificate Administrator because of such officer’s knowledge of and familiarity with the particular subject, 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) that is also a holder of a related mezzanine loan (or any affiliate or agent thereof) or an owner in any interest in the 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 securities collateralized by a mezzanine loan) (a) 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 (b) as to which foreclosure proceedings against the related

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collateral have been initiated (and in respect of which, the Special Servicer has received notice thereof).

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

“Retaining Party”: NREC, acting as Holder of the RR Interest, and any successor Holder of all or part of the RR Interest.

“Retaining Sponsor”: NREC, acting as retaining sponsor as such term is defined under § 246.2(b) of Regulation RR.

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

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

“RR Interest”: Collectively, the Certificates described in the following table (as such Certificates may be exchanged as provided for in Section 5.8):

Class	Initial Certificate Balance/ Initial Notional Amount to be Retained
Class A	$4,695,500
Class X	$6,830,000
Class B	$1,214,500
Class C	$920,000
Class D	$3,120,000

“Rule 15Ga-1”: Rule 15Ga-1 under the Exchange Act.

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

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

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

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

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

“Senior Companion Loans”: As defined in the Introductory Statement.

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

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

“Senior Companion Loan Exchange Act Reporting Party”: With respect to any Senior Companion Loan 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 Senior Companion Loan Pooling and Servicing Agreement that is responsible for the preparation and/or filing of Form 15G, Form 8-K, Form 10-D and Form 10-K with respect to such Senior Companion Loan Securitization Trust, as identified in writing to the parties to this Agreement; and, with respect to any Senior Companion Loan Securitization Trust that is not subject to the reporting requirements of the Exchange Act and for the purposes of Sections 13.7, 13.8, 13.9 and 13.16 only, the trustee, certificate administrator, master servicer, special servicer or depositor under the related Senior Companion Loan 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.

“Senior Companion Loan Holder”: The holder of any Senior Companion Loan.

“Senior Companion Loan Pooling and Servicing Agreement”: The pooling and servicing agreement or other comparable agreement governing the creation of any Senior Companion Loan Securitization Trust and the issuance of securities backed by the assets of such Senior Companion Loan Securitization Trust.

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

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“Senior Companion Loan Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of any Senior Companion Loan as to which any Senior Companion Loan Securities exist, confirmation in writing (which may be in electronic form) by each applicable Senior 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 Senior Companion Loan Securities (if then rated by such Senior Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment from the Senior Companion Loan Rating Agency indicating its decision not to review or declining to review the matter for which the Senior Companion Loan Rating Agency Confirmation is sought (such written notice, a “Senior Companion Loan Rating Agency Declination”), or as otherwise provided in Section 3.27(a) of this Agreement, the requirement for the Senior Companion Loan Rating Agency Confirmation from the applicable Senior Companion Loan Rating Agency with respect to such matter shall not apply.

“Senior 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).

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

“Senior Companion Loan Service Provider”: If a Companion Loan has been deposited into a securitization trust, the related Other Trustee, Other Servicer, Other Special Servicer, any sub-servicer and any other Person that makes principal and/or interest advances in respect of a Senior Companion Loan pursuant to the related Senior Pooling and Servicing Agreement.

“Sequential Order”: (i) With respect to payments in respect of principal of the Regular Interests (other than the Class X Regular Interest) on any Distribution Date, the Class A, Class B, Class C and Class D Regular Interests, in that order; and (ii) with respect to payment in respect of interest on the Regular Interests on any Distribution Date, the Class A and Class X Regular Interests, on a pro rata basis, based on each Class’s respective Interest Distribution Amount for such Distribution Date, and then sequentially to the Class B, Class C and Class D Regular Interests, in that order; in each case, such payments shall be made under clauses (i) and (ii) until the principal or interest, as applicable, to which each such Class is entitled is paid in full.

“Sequential Pay Certificates”: The Certificates other than the Class X and Class R Certificates.

“Servicer”: KeyBank National Association, in its capacity as servicer, or its successor in interest, or if any successor servicer is appointed as herein provided, such successor servicer.

“Servicer Customary Expenses”: As defined in Section 3.17(a)

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“Servicer Investment Personnel”: As defined in Section 6.5(a).

“Servicer Servicing Personnel”: As defined in Section 6.5(a).

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

“Service(s)” or “Servicing”: In accordance with Regulation AB, the act of servicing and administering the Whole Loan or any other assets of the Trust by an entity (other than the Certificate Administrator or 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 K hereto.

“Servicing Fee”: With respect to the Whole Loan and Foreclosed Property, a fee payable monthly to the Servicer pursuant to Section 3.17 which 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 Whole Loan is (or would have been) computed. For the avoidance of doubt, the Servicing Fee shall be deemed to be payable from the Lower-Tier REMIC.

“Servicing Fee Rate”: With respect to the Trust Loan, at a per annum rate of 0.00125% and with respect to each Companion Loan, a per annum rate of 0.00125%.

“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 (or their respective employees), 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 and/or a Companion 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-Released Bid”: As defined in Section 7.2(b).

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

“Significant Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter of any calendar year), the date that is 15 days after the Relevant Distribution Date occurring on or immediately following the date on which financial statements for such calendar quarter are required to be delivered to the related

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lender under the related Loan Documents. The parties to this Agreement acknowledge that in the event the Property securing a Companion Loan is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to a Senior Companion Loan Securitization that includes such Companion Loan, the date on which quarterly financial statements are required to be delivered to the related lender under the related Loan Documents is, with respect to net operating income information, 45 days following the end of each fiscal quarter, subject to the terms of the related loan agreement.

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

“Similar Law”: As defined in Section 5.3(n).

“Special Notice”: As defined in Section 5.6.

“Special Servicer”: Situs Holdings, LLC, 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(a)

“Special Servicer Investment Personnel”: As defined in Section 6.5.

“Special Servicer Servicing Personnel”: As defined in Section 6.5.

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

“Special Servicing Fee”: With respect to any Specially Serviced Loan or Foreclosed Property, a fee payable monthly to the Special Servicer equal to an amount 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 Whole Loan or Foreclosed Property is (or would have been) computed, at a rate of 0.25% per annum. 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 shall be deemed payable from the Lower-Tier REMIC.

“Special Servicing Loan Event”: With respect to the Whole Loan, (i) the Borrower has not made two consecutive Monthly Payments (and has not cured at least one such delinquency by the next Loan Payment Date under the Loan Documents) in respect of the Whole Loan; (ii) the Servicer and/or the Trustee has made three consecutive Monthly Payment Advances with respect to the Trust Loan (regardless of whether such Monthly Payment Advances have been reimbursed); (iii) the Borrower fails to make the Balloon Payment when due, and the Borrower has not delivered to the Servicer, on or before the due date of such Balloon Payment, a written refinancing commitment letter of intent or term sheet, in each case from an acceptable lender or signed purchase agreement from an acceptable purchaser and reasonably satisfactory in form and substance to the Servicer which provides that such refinancing or sale will occur within 120 days after the date on which such Balloon Payment will become due (provided that a Special Servicing Loan Event will occur if either (x) such refinancing does not occur before the expiration of the time period for refinancing specified in

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such documentation or (y) the Servicer is required to make a Monthly Payment Advance at any time prior to such refinancing); (iv) the Servicer has received notice that the Borrower has become the subject as debtor of any bankruptcy, insolvency or similar proceeding, admitted in writing the inability to pay its debts as they come due or made an assignment for the benefit of creditors; (v) the Servicer has received notice of a foreclosure of any lien on the Property securing the Whole Loan; (vi) the Borrower has expressed in writing to the Servicer an inability to pay the amounts owed under the Whole Loan in a timely manner, (vii) in the judgment of the Servicer (consistent with Accepted Servicing Practices), a default in the payment of principal or interest under the Whole Loan is reasonably foreseeable; or (viii) a default under the Whole Loan of which the Servicer has notice (other than a failure by the Borrower to pay principal or interest) and which materially and adversely affects the interests of the Certificateholders or any Companion Loan Holder has occurred and remains unremedied beyond the expiration of the applicable grace period specified in the 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) and (ii) above, when the Borrower has brought the Whole Loan current and thereafter made three consecutive full and timely Monthly Payments on the Whole Loan, including pursuant to the workout of the Whole Loan, (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 Servicer (consistent with Accepted Servicing Practices), or (c) with respect to the circumstances described in clause (iii) above, when such default is cured by or on behalf of the Borrower or waived by the Special Servicer (whether by modification of the Loan Documents or otherwise); provided, in any case, that at that time no other circumstance exists (as described above) that would constitute a Special Servicing Loan Event.

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

“Specific Grantor Trust Assets”: The Class A Specific Grantor Trust Assets, Class X Specific Grantor Trust Assets, Class B Specific Grantor Trust Assets, Class C Specific Grantor Trust Assets, Class D Specific Grantor Trust Assets, Class V-ABC Specific Grantor Trust Assets, Class V-D Specific Grantor Trust Assets and Class V2 Specific Grantor Trust Assets.

“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 Whole Loan but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to the Whole 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).

“Subordinate Consultation Period”: means any period when both (i) the Certificate Balance of the Class D Certificates (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such certificates), is less than 25% of the Initial Certificate Balance of that Class but (ii) the Certificate Balance of the Class D

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Certificates (without regard to the application of Appraisal Reduction Amounts allocated to that class) is equal to or greater than 25% of the Initial Certificate Balance of that Class.

“Subordinate Control Period”: With respect to the Class D Certificates and any date of determination, any period when the Certificate Balance of the Class D Certificates on such date (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Class D Certificates) is at least 25% of the Initial Certificate Balance of the Class D Certificates.

“Sub-Servicer”: Any Person that (i) Services the Whole 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 a substantial portion of the servicing functions required to be performed by the Servicer, Special Servicer, Servicing Function Participant or an Additional Servicer, under this Agreement, with respect to the Whole Loan, that are identified in Item 1122(d) of Regulation AB.

“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 Trust Fund or the Companion Loan Holders, to serve as manager of the Foreclosed Property, which designation, as evidenced by written confirmation from each Rating Agency, will 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).

“Threshold Event Collateral”: As defined in the Co-Lender Agreement.

“Tranche Percentage Interest”: With respect to any Class of Certificates is the ratio, expressed as a percentage, of (a) the initial denomination of that Certificate to (b) the Initial Maximum Balance of that Class of Certificates.

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

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

“Treasury Note Rate”: As defined in the Loan Agreement.

“Trust”: The trust formed pursuant to this Agreement.

“Trust Fund”: The corpus of the Trust created by this Agreement, consisting of (in each case, to the extent of the Trust Fund’s interest therein and specifically excluding any interest of any Companion Loan Holder therein) (i) the Trust Loan, including the Trust Notes together with the Mortgage File relating thereto; (ii) all scheduled and unscheduled payments on

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or collections in respect of the Trust Notes; (iii) any Foreclosed Property and Foreclosed Property Account; (iv) all revenues received in respect of any Foreclosed Property; (v) the Servicer’s, Special Servicer’s and the Trustee’s rights under the insurance policies with respect to the Property required to be maintained pursuant to this Agreement and any proceeds thereof; (vi) any Collateral Security Documents; (vii) any indemnities or guaranties given as additional security for the Trust Notes; (viii) all funds deposited in the Collection Account, the Interest Reserve Account and the Distribution Account, including reinvestment income thereon (except as otherwise provided herein); (ix) any Environmental Indemnity and any other environmental indemnity agreements relating to the Property; (x) the rights and remedies of the Depositor under the Loan Purchase Agreement; (xi) 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 Regular Interests and (xv) the proceeds of any of the foregoing.

“Trust Fund Expenses”: Any unanticipated and certain other default related expenses incurred by the Trust Fund (including, without limitation, all interest on Advances and all Borrower Reimbursable Trust Fund Expenses, to the extent not reimbursed by the Borrower) and all other amounts (such as indemnification payments), in each case, permitted to be retained, reimbursed or withdrawn and remitted by the Servicer, Special Servicer or the Certificate Administrator (on behalf of itself or the Trustee, as applicable), from the applicable Collection Account pursuant to this Agreement.

“Trustee”: Xxxxx Fargo Bank, National Association, in its capacity as trustee, or its successor in interest, or any successor trustee appointed as herein provided. Xxxxx Fargo Bank, National Association will perform its duties as Trustee through its Corporate Trust Services division.

“Trustee Fee”: With respect to the Trust Loan and each Foreclosed Property, a fee payable monthly by the Certificate Administrator to the Trustee pursuant to Section 8.5(a) that will accrue at the Trustee 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 (or would have been) computed. For the avoidance of doubt, the Trustee Fee shall be deemed to be payable from the Lower-Tier REMIC. The Trustee Fee shall be paid out of the Certificate Administrator Fee and shall be equal to zero for so long as Xxxxx Fargo Bank is the Trustee and the Certificate Administrator.

“Trustee Fee Rate”: A per annum rate, computed on the basis of the same principal amount in the same manner and for the same Loan Interest Accrual Period respecting which any related interest payment on the Trust Loan is computed.

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

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

“Trust Loan”: The portion of the Whole Loan evidenced by Note A-1 and Note A-B, which is transferred and assigned to the Trustee pursuant to Section 2.1 of this Agreement and held in the Trust Fund.

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“Trust Loan Rate”: With respect to the Trust Loan and any Loan Interest Accrual Period, the annual rate at which interest accrues on the Trust Loan during such period (in the absence of a default), as set forth in the related Trust Note from time to time.

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

“Trust REMIC”: The Upper-Tier REMIC or the Lower-Tier REMIC, individually or collectively, as the context may require.

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

“Uninsured Cause”: With respect to the Whole Loan, any cause of damage to property of the Borrower subject to the Mortgage 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 Loan Documents or this Agreement.

“Unscheduled Payments”: With respect to any Distribution Date, all payments and collections received with respect to the Whole Loan or upon foreclosure or liquidation of the 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 Whole Loan, Net Liquidation Proceeds, Net Foreclosure Proceeds, Condemnation Proceeds, Insurance Proceeds, voluntary prepayments and other payments and collections on the Trust Loan or Whole Loan, as applicable, not scheduled to be received, other than Monthly Payments or any Balloon Payment.

“Upper-Tier Distribution Account”: A subaccount of the Distribution Account, which shall 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 shall from time to time be held in the Upper-Tier Distribution Account.

“U.S. Person”: A Person that is (i) a citizen or resident alien of the United States, (ii) a corporation or partnership (except as provided in applicable Treasury regulations) 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 its source (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. Persons have the authority to control all substantial decisions of such trust (or, to the extent provided by applicable Treasury regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as a U.S. Person) or (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

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outstanding, the Voting Rights shall be allocated among the respective Classes of Certificateholders as follows: (1) (x) except as described in clause (y) of this clause (1), 4% to the Class X Certificates (for so long as the Notional Amount of such Class has not been reduced to zero) (with respect to the RR Interest, subject to the limitations described herein) and (y) 0% to the Class X Certificates in the case of votes pertaining to terminating and replacing the Special Servicer as described in Section 7.1 and (2) in the case of any other Class of Certificates (other than the Class R Certificates, and with respect to the RR Interest, subject to the limitations described herein), a percentage equal to the product of (x) the percentage of Voting Rights remaining after allocations in clause (i) above, and (y) a percentage equal to the aggregate Certificate Balance (and in connection with certain votes under this Agreement, taking into account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates) of the Class, in each case, determined as of the prior Distribution Date, and the denominator of which is equal to the aggregate Certificate Balance (and in connection with certain votes under this Agreement, taking into account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates) of all Classes of Certificates, in each case determined as of the prior Distribution Date (with respect to the RR Interest, subject to the limitations set forth herein). The Class R Certificates and the RR Interest shall be not be entitled to any Voting Rights; provided, however, the holders of the RR Interest will be entitled to consent to amendments to the Trust and Servicing Agreement that would adversely affect the rights of such Certificateholders.

“WHFIT”: A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor provisions.

“WHFIT Regulations”: Treasury Regulations Section 1.671-5, as amended or successor provisions.

“WHMT”: A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor provisions.

“Whole Loan”: Collectively, the Trust Loan and the Companion Loans. References herein to the Whole Loan shall be construed to refer to the aggregate indebtedness under Note X-0, Xxxx X-0, Xxxx X-0, Note A-4, Note A-5, Note A-B, Note B-1 and Note B-2.

“Withheld Amounts”: As defined in Section 3.4(d).

“Work-out Fee”: A fee payable to the Special Servicer pursuant to Section 3.17 equal to 0.50% of each payment of principal and interest made on the Whole Loan following resolution of a Special Servicing Loan Event by a written agreement with the Borrower negotiated by the Special Servicer for so long as another Special Servicing Loan Event with respect to the Whole Loan does not occur, subject to a $1,000,000 cap per workout. The Work-out Fee with respect to the Specially Serviced Loan shall be reduced by the amount of any Modification Fees paid by or on behalf of the Borrower in regard to any Special Servicing Loan Event and received by the Special Servicer as compensation within the 12-month period preceding payment of the Work-out Fee, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.

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“Yield Maintenance”: As defined in the Note.

“Yield Maintenance Premium”: As defined in the Loan Agreement.

1.2. Interpretation. (a) Whenever this Agreement refers to a Distribution Date and a “related” Collection Period, Loan Interest Accrual Period, Certificate Interest Accrual Period or Loan Payment Date, such reference shall be to the Collection Period, Loan Interest Accrual Period, Certificate Interest Accrual Period or Loan Payment Date, as applicable, immediately preceding 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 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 Certificates shall be computed on the basis of a 360-day year consisting of twelve 30 day months.

1.3. Certain Calculations in Respect of the Whole Loan. (a) All amounts collected by or on behalf of the Trust and the Companion Loan Holders in respect of the Whole Loan in the form of payments from the Borrower, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (other than amounts related to clause (b) of the definition thereof necessary to be applied to the restoration, preservation or repair of the Property or to be released to the Borrower in accordance with the Loan Documents) shall be applied to amounts due and owing under the Loan Documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of the Loan Documents and the Co-Lender Agreement; provided, however, in the absence of such express provisions or if and to the extent that such terms authorize the mortgagee to use its discretion and in any event for purposes of calculating distributions hereunder after a Loan Event of Default, all such amounts collected to the extent not required to be reimbursed or paid to the Servicer or Special Servicer as servicing compensation or reimbursement for expenses or advances and interest thereon pursuant to the terms hereof (and for which the Borrower is obligated to pay under the terms of the Loan Documents) shall be deemed to be applied: first, as a recovery of any unreimbursed Monthly Payment Advance, Property Protection Advances and Administrative Advances with respect to the Trust Loan or the Whole Loan, as applicable, plus interest accrued on such advances (including Senior Companion Loan Advances and interest on Senior Companion Loan Advances) and, if applicable, unpaid Liquidation Expenses or foreclosure expenses and unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances (including Senior Companion Loan Advances and interest on Senior Companion Loan Advances) or interest on Nonrecoverable Advances with respect to the Whole Loan, as applicable, (which amount is required to be treated as a collection on the Trust Loan; third, to the extent not previously allocated pursuant to clause first above, as a recovery of accrued and

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unpaid interest on each Note that has not been the subject of a Monthly Payment Advance or Senior Companion Loan Advance to the extent of the excess of (i) accrued and unpaid interest on such Note at the applicable Note Rate (without giving effect to any increase in such Note Rate required under the Loan Agreement as a result of a default under the Whole Loan) to, but not including, the date of receipt by or on behalf of the Trust and the Companion Loan Holders, as applicable (or, in the case of a full Monthly Payment from the Borrower, through the end of the related Loan Interest Accrual Period), over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and the Senior Companion Loan Advances 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 clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A Notes, on a pro rata and pari passu basis, and then to the Trust A-B Note, and then to Note B-1, and then to Note B-2, in that order); fourth, as a recovery of principal of the Whole Loan then due and owing, including by reason of acceleration of the Whole Loan following a default thereunder (or, if the Whole Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance), first to the Trust A Note and the Non-Trust A Notes (to reduce the outstanding principal balance of the Trust A Note and the Non-Trust A Notes on a pro rata basis), then to the Trust A-B Note (to reduce the outstanding principal balance of the Trust A-B Note), and then to Note B-1 (to reduce the outstanding principal balance of Note B-1), and then to Note B-2 (to reduce the outstanding principal balance of Note B-2), in each case until their respective principal balances have been reduced to zero; fifth, as a recovery of accrued and unpaid interest on the Whole Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances for the Trust Loan and Senior Companion Loan Advances 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 recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and the Non-Trust A Notes (on a pro rata basis), then to the Trust A-B Note, and then to Note B-1, and then to Note B-2, in that order); sixth, as an allocation of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, insurance premiums and similar items; seventh, as an allocation of any other reserves to the extent then required to be held in escrow; eighth, as a recovery of any assumption fees and Modification Fees then due and owing under the Whole Loan; ninth, as a recovery of Yield Maintenance Premiums then due and owing under the Whole Loan; tenth, as a recovery of any Default Interest or late charges then due and owing under the Whole Loan; and eleventh, as a recovery of any other amounts then due and owing in respect of the Whole Loan; provided that, to the extent required under the REMIC Provisions to preserve either Trust REMIC’s status as a REMIC or otherwise prevent the imposition of any tax thereon, payment or proceeds received with respect to any partial release of any portion of the Property (including following a condemnation) at a time when the loan-to-value ratio of the Whole Loan exceeds 125% (based solely upon the value of the remaining real property and excluding any personal property or going concern value) must be applied to reduce the principal balance of the Whole Loan in the manner required by the REMIC Provisions.

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(b) Collections by or on behalf of the Trust and the Companion Loan Holders in respect of any 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) to the extent not required to be reimbursed or paid to the Servicer or Special Servicer as servicing compensation or reimbursement for expenses or advances and interest thereon pursuant to the terms hereof (and for which the Borrower is obligated to pay under the terms of the Loan Documents) shall be treated (for the avoidance of doubt, application of such funds towards amounts owed by the Borrower will not impact the order of application of funds on deposit in the Collection Account to the parties to the this Agreement, and withdrawals of funds from the Collection Account will be governed by Section 4.1 regarding the priority of withdrawals from the Collection Account): first, as a recovery of any related and unreimbursed Monthly Payment Advances Property Protection Advances and Administrative Advances with respect to the Trust Loan or the Whole Loan, as applicable, plus interest accrued on such Advances (including Senior Companion Loan Advances and interest on Senior Companion Loan Advances) and, if applicable, unpaid Liquidation Expenses or foreclosure expenses and unreimbursed Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest on Nonrecoverable Advances (including Senior Companion Loan Advances and interest on Senior Companion Loan Advances) with respect to the Trust Loan or the Whole Loan, as applicable, to the extent previously reimbursed from principal collections with respect to the Whole Loan; third, to the extent not previously allocated pursuant to clause first above, as a recovery of accrued and unpaid interest on each Note to the extent of the excess of (i) accrued and unpaid interest on each outstanding Note at the applicable Note Rate (without giving effect to any increase in the Note Rate required under the Loan Agreement as a result of a default under the Whole Loan) to, but not including, the Loan Payment Date in the Collection Period in which such collections were received, over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and Senior Companion Loan Advances 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 clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A Note and Non-Trust A Notes and then to the Trust A-B Note and then to Note B-1 and then to Note B-2, in that order); fourth, as a recovery of principal of the Whole Loan to the extent of its entire unpaid principal balance, first, to the Trust A Note and the Non-Trust A Notes (to reduce the outstanding principal balance of the Trust A Note and the Non-Trust A Notes on a pro rata basis), then to the Trust A-B Note (to reduce the outstanding principal balance of the Trust A-B Note), and then to Note B-1 (to reduce the outstanding principal balance of Note B-1), and then to Note B-2 (to reduce the outstanding principal balance of Note B-2), in each case until their respective principal balances have been reduced to zero; fifth, as a recovery of accrued and unpaid interest on the Whole Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances and Senior Companion Loan Advances that have theretofore occurred under Section 3.23(a) in connection with related Appraisal Reduction Amounts (to the extent that collections have not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid interest to be applied and sequentially to accrued and unpaid interest on the Trust A Note and Non-Trust A Notes (on a pro rata basis), then to the Trust A-B Note and then to Note B-1 and then to Note B-2, in that order); sixth, as a recovery of related Yield Maintenance Premiums

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then due and owing under the Whole Loan; seventh, as a recovery of any Default Interest or late charges then deemed to be due and owing under the Whole Loan; and eighth, as a recovery of any other amounts deemed to be due and owing under the Whole Loan.

(c) All net present value calculations and determinations made under this Agreement with respect to the Trust Loan or the Whole Loan, as applicable, or the Property or Foreclosed Property (including for purposes of the definition of “Accepted Servicing Practices”) shall be made using a discount rate appropriate for the type of cash flows being discounted; namely (i) for principal and interest payments on the Whole Loan or sale of the Whole Loan if it is in default (in such case, the “Defaulted Loan”), the higher of (1) the rate determined by the Special Servicer that approximates the market rate that would be obtainable by the Borrower on similar debt of the Borrower as of such date of determination and (2) the Note Rate on the Whole Loan based on its outstanding principal balance 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 Whole Loan. (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 (on behalf of the Lower-Tier REMIC) for the benefit of the Upper-Tier REMIC and the Certificateholders, without recourse (except to the extent otherwise provided herein and in the 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 the Loan Purchase Agreement, (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 Whole Loan as of the Closing Date and (iv) 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 Whole 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 or any other party under the Loan Documents relating to the Whole Loan. Such sale, transfer and assignment further include all Loan Documents relating to the Whole Loan.

(b) In connection with such sale, transfer and assignment, the Depositor shall deliver to, and deposit with the Custodian (with copies to the Servicer) on or prior to the Closing Date, to the extent not already in the Custodian’s possession, the following documents or instruments with respect to the Whole Loan (collectively, the “Mortgage File”; capitalized terms used in this Section 2.1(b) not defined in this Agreement shall have the meanings ascribed to them in the Loan Agreement), in each case executed by the parties thereto:

(A) the original Trust Notes, endorsed without recourse to the order of the Trustee in the following form: “Pay to the order of Xxxxx Fargo Bank, National Association, solely in its capacity as Trustee in trust for Holders of Natixis Commercial Mortgage Securities Trust 0000-XXXX, Xxxxxxxxxx

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Xxxxxxxx Xxxx-Xxxxxxx Certificates, Series 2019-NEMA, without recourse or warranty except as set forth in the Trust and Servicing Agreement, dated as of March 29, 2019, among Natixis Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer and Xxxxx Fargo Bank, National Association, as Trustee and Certificate Administrator”, which Trust Notes and all endorsements thereon shall show a complete chain of endorsement from the original payee(s) to the Trustee;

(B) the original Loan Agreement, including all amendments thereto;

(C) the original recorded Mortgage or certified copy of the recorded Mortgage, including all amendments thereto and any related spreader agreements;

(D) the Guaranty of Recourse Obligations;

(E) the original recorded Assignment of Mortgage, in favor of the Trustee, and in a form that is complete and suitable for recording in the jurisdiction in which the Property is located to “Xxxxx Fargo Bank, National Association, solely in its capacity as Trustee for Natixis Commercial Mortgage Securities Trust 2019-NEMA, Commercial Mortgage Pass-Through Certificates, Series 2019-NEMA (for the benefit of the Certificateholders and the Companion Loan Holders)”, without recourse;

(F) the original recorded Assignment of Leases and Rents;

(G) the original assignment of the recorded Assignment of Leases and Rents, in favor of the Trustee (for the benefit of the Certificateholders and the Companion Loan Holders) and in a form that is complete and suitable for recording in the jurisdiction in which the Property is located, without recourse;

(H) an original of any non-recourse carve-out guaranties, if any;

(I) an original of any environmental indemnities;

(J) an original of any Origination Date reserve guaranties;

(K) an original of any assignment of agreements, permits and contracts;

(L) an original of the Co-Lender Agreement;

(M) where applicable, a copy of each UCC-1 financing statement (and an original thereof shall have been sent for filing), together with a fully executed 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 Whole Loan;

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(N) the lender’s title insurance policy obtained in connection with the origination of the Whole Loan (or an executed irrevocable agreement by the title insurance company to issue a title insurance policy pursuant to and in conformity with (1) a marked, signed commitment to insure and (2) a pro forma title insurance policy), which may be an electronically issued policy, together with any endorsements thereto;

(O) any other material written agreements related to the Whole Loan or any other documents and/or certifications executed and/or delivered by the NREC, the Borrower, the Borrower Sponsor or any other Person in connection with the closing of the Whole Loan or with respect to the Whole Loan or any amendment thereof and any legal opinions delivered in connection with the closing of the Whole Loan;

(P) all other instruments, if any, constituting additional security for the repayment of the Whole Loan; and

(Q) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing;

provided that if the Depositor cannot deliver, or cause to be delivered, any of the documents and/or instruments referred to in clauses (C), (E), (F), (G) and (M) above with evidence of filing or recording thereon (if intended to be recorded or filed), 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 Closing 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), the delivery requirements of this Section 2.1(b) shall be deemed to have been satisfied on a provisional basis as of the Closing Date as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument (certified by the applicable public filing or recording office, the applicable title insurance company or the Depositor to be a true and complete copy of the original thereof submitted for filing or recording) is delivered to the Custodian on or before the Closing Date, and either the original of such non-delivered document or instrument, or a photocopy thereof (certified by the appropriate county recorder’s office, in the case of the documents and/or instruments referred to in clauses (C), (E), (F), (G) and (M) above, to be a true and complete copy of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered to the Custodian within 180 days of the Closing Date (or within such longer period, not to exceed 12 months, after the Closing Date as the Custodian may consent to, which consent shall not be unreasonably withheld so long as the Depositor is, as certified in writing to the Custodian no less often than every 90 days, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office, as applicable, such original or photocopy); provided, further, that in those instances where the public recording office retains an original Mortgage, an original Assignment of Mortgage, an original Assignment of Leases, or any other Collateral Security Document, if applicable, after any has been recorded, the obligations hereunder of the Depositor and the obligations of the Loan Seller under the Loan Purchase Agreement shall be deemed to have been satisfied upon delivery to the Custodian of a

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copy of the Mortgage, Assignment of Mortgage or assignment of a Collateral Security Document, if applicable, certified by the public recording office or the title insurance company to be a true and complete copy of the recorded original thereof.

In addition, the Depositor 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 Depositor shall provide, or cause to be provided, the Servicer on or prior to the Closing Date, at its own expense, with copies of all such documents in its possession constituting part of the Mortgage File. In the event that any Letter of Credit is delivered by the Borrower under the Loan Documents after the Closing Date, the Servicer shall hold the original of such Letter of Credit on behalf of the Trust and the Companion Loan Holders and deliver a copy of such Letter of Credit to the Trustee.

The Depositor shall cause the Loan Seller to record or cause a third party to record in the appropriate public recording office the documents and/or instruments referred to in clauses (C), (E), (F), (G) and (M) above.

The ownership of the Trust Notes, the Mortgage, the Collateral Security Documents and all other contents of the Mortgage File shall be vested in the Trust or the Trustee in trust for the benefit of the Certificateholders and, except in the case of the Trust Notes, the Companion Loan Holders. 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 Whole Loan or Trust Loan that are not delivered to 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, except in the case of the Trust Notes, the Companion Loan Holders. 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 File, such document shall be delivered promptly to the Custodian.

The conveyance of the Trust Loan and the related rights and property accomplished hereby is absolute and is intended by the parties hereto to constitute an absolute sale and transfer of the Trust Loan and such other related rights and property by the Depositor to the Trustee in trust for the benefit of the Certificateholders, in exchange for the Certificates being sold by the Depositor. Furthermore, it is not intended that such conveyance be a pledge of security for a loan. If such conveyance is determined to be a pledge of security for a loan, however, the Depositor and the Trustee intend that the rights and obligations of the parties to the Trust Loan shall be established pursuant to the terms of this Agreement. The Depositor and the Trustee also intend and agree that, in such event, (i) this Agreement shall constitute a security agreement under applicable law, (ii) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in all of the Depositor’s right, title and interest in and to the assets constituting the Trust Fund, including the Trust Loan subject hereto from time to time, all amounts received on or with respect to the Trust Loan after the Closing Date, all amounts held from time to time in the Collection Account, the Distribution Account, and, if

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established, the Foreclosed Property Account, and all of the Depositor’s right, title and interest under the Loan Purchase Agreement, (iii) the possession by the Custodian of the Trust Notes with respect to the Trust Loan subject hereto from time to time and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by a purchaser or person designated by such secured party for the purpose of perfecting such security interest under applicable law, and (iv) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law.

2.2. Acceptance by the Trustee and the Custodian. (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 Custodian declares that it holds and will hold or will cause to be held such documents as are delivered to it constituting the Mortgage File (to the extent the documents constituting the Mortgage 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 Holders.

(b) The execution and delivery of this Agreement by the Custodian shall constitute certification by the Custodian that with respect to the Trust Loan (i) the original Trust Notes specified in clause (A) of the definition of “Mortgage File” and all allonges thereto, if any, have been received by the Custodian; and (ii) such original Trust Notes have been reviewed by the Custodian and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appears to have been executed and (C) purports to relate to the Trust Loan. The Custodian agrees to review or cause to be reviewed the Mortgage File within 60 days after the Closing Date, and to deliver to the Trustee, the Depositor, the Directing Holder, the Companion Loan Holders, the Loan Seller, the Servicer and the Special Servicer a Custodial Certificate and Certification in the form of Exhibit N attached hereto 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 have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Whole Loan. The Custodian shall have no responsibility for reviewing the Mortgage File except as expressly set forth in this Section 2.2(b). The Custodian shall be under no 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 Property.

(c) Upon the first anniversary of the Closing Date, the Custodian shall deliver to the Trustee, the Depositor, the Loan Seller, the Servicer and the Special Servicer a Final

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Custodial Certificate in the form of Exhibit O attached hereto along with a final exception report as to any remaining documents that are not in the Mortgage File, whereupon, within 90 days, the Servicer shall either (i) cause the Loan Seller to cure such document deficiency; or (ii) use commercially reasonable efforts to cause the Loan Seller to repurchase the Trust Loan pursuant to the Loan Purchase Agreement if such exception is a Material Document Defect. The Trust’s sole remedy against the Loan Seller in connection with a Material Document Defect is to enforce the repurchase claim in accordance with the provisions of the Loan Purchase Agreement. The Servicer shall be reimbursed for any costs, fees (including attorney fees) and expenses incurred by it in connection with its obligations related to such enforcement by the Loan Seller, or if the Loan Seller prevails in such enforcement action, by the Trust Fund.

(d) The Custodian’s review of the Mortgage Files and its certification with respect thereto shall not be deemed 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, promulgated by the Commission pursuant to the Exchange Act.

(e) If the Servicer or the Special Servicer (i) receives a Repurchase Request (the receiving Servicer or Special Servicer, as applicable, 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 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 the Certificate Administrator, the Depositor and the Loan Seller, in each case within 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 Trust Loan, (ii) the date the Repurchase Request is received or the date any withdrawal of the Repurchase Request is received, as applicable and (iii) in the case of a Repurchase Request, (A) the identity of the Person making such Repurchase Request, and (B) if known, the basis for the Repurchase Request (as asserted in the 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. The Loan Purchase Agreement will provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.2(d) is so provided only to assist the 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 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 or a withdrawal of a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request or withdrawal

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of a Repurchase Request, as the case may be, to the Servicer or, 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]/[withdrawal of a Repurchase Request]” under Section 2.2 of the Trust and Servicing Agreement relating to the Natixis Commercial Mortgage Securities Trust 2019-NEMA, Commercial Mortgage Pass-Through Certificates, Series 2019-NEMA requiring action by you as the “Repurchase Request Recipient” thereunder.” Upon receipt of such Repurchase Request or withdrawal of a 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 or withdrawal of a Repurchase Request, as the case may be, 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, 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 and Certificate Administrator. (a) Xxxxx Fargo Bank, National Association, as the Trustee and the Certificate Administrator, hereby represents and warrants to the other parties hereto and the Companion Loan Holders that as of the Closing Date:

(i) it is a national banking association, duly organized, validly existing, and is in good standing under the laws of the United States; 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;

(ii) the execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not violate its articles of association 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 it is a party or which may be applicable to it or any of its assets, which default or breach of such material contract, agreement or other instrument would have a material adverse effect on its 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, it 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 its valid and binding obligation, enforceable against it in

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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) it is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation 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 its condition (financial or other) or operations or 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 its execution, delivery and performance 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 its knowledge, threatened against it which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; and

(viii) it is covered by errors and omissions insurance coverage which is in full force and effect and/or otherwise complies with the requirements of Section 8.6(c).

The respective representations and warranties of the Trustee and the Certificate Administrator 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 and the Companion Loan Holders.

2.4. [Reserved]

2.5. Representations and Warranties of the Servicer. (a) KeyBank National Association, as the Servicer, hereby represents and warrants to the other parties hereto and the Companion Loan Holders that as of the Closing Date:

(i) it is a national banking association duly organized, validly existing, and in good standing under the laws of the United States; it is, and throughout the term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction where the Property is located to the extent required by applicable law and necessary to ensure the enforceability of the Whole 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;

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operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and will 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 Fund 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 bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the application of the rules of equity, 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; this Agreement has been duly executed and delivered by it;

(v) 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;

(vi) 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; and

(vii) 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(d) hereof.

(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 and the Companion Loan Holders.

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

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(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 will not violate its articles of association or by-laws or any other material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable to it and will 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 Fund to realize on the Collateral;

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

(vii) 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(d) hereof.

(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 and the Companion Loan Holders.

2.7. Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the other parties hereto and the Companion Loan Holders that as of the Closing Date:

(i) the Depositor is a Delaware limited liability company, 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;

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(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, will 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 will be determined adversely to the Depositor and will, 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 Whole Loan or to subject it to any offsets, defenses or counterclaims during the Depositor’s ownership thereof;

(viii) the Depositor is not accounting for the transfer of the Trust Loan as a financing of the Trust Loan under generally accepted accounting principles, and the Depositor will not treat the Trust Loan as an asset of the Depositor for federal income tax purposes;

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(ix) the Depositor is not, and, after giving effect to the transfers contemplated under this Agreement, will 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, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer and the Companion Loan Holders.

(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), neither the Certificateholders nor 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 Whole Loan except as expressly set forth herein.

2.8. Representations and Warranties Contained in the Loan Purchase Agreement. (a) If any party hereto (A) discovers or receives notice alleging that any document required to be delivered to the Custodian pursuant to Section 2.1 is not delivered as and when required, is not properly executed or is defective (each, a “Defect”) or (B) discovers or receives notice alleging a breach of any representation or warranty made by the Loan Seller as set forth in Exhibit A to the Loan Purchase Agreement (a “Breach”), then such party shall give prompt written notice of such Defect or Breach to the Loan Seller, the Risk Retention Consultation Party, the Directing Holder (for so long as a Subordinate Control Period or Subordinate Consultation Period is continuing), the other parties hereto and the Subordinate Companion Loan Holders. The Special Servicer shall reasonably determine if any such Defect or Breach materially and adversely affects the value of the Trust Loan or the interests of the Certificateholders in the Trust Loan or causes the Trust Loan to fail to be a “qualified mortgage” within the meaning of the REMIC Provisions (but without regard to the rule in Treasury Regulations Section 1.860G-2(f) that treats a defective obligation as a “qualified mortgage”) (a “Qualified Mortgage”) (any such Defect or Breach, a “Material Document Defect” and a “Material Breach”, respectively). If such Defect or Breach has been determined to be a Material Document Defect or Material Breach, then the Special Servicer shall (i) give prompt written notice thereof to the Loan Seller, the Risk Retention Consultation Party, the Directing Holder (for so long as a Subordinate Control Period or Subordinate Consultation Period is continuing), the other parties hereto and the Subordinate Companion Loan Holders, and (ii) use efforts consistent with Accepted Servicing Practices to cause the applicable Loan Seller, to the extent obligated to do so under the Loan Purchase Agreement, to (A) repurchase the Trust Loan at an amount equal to the Repurchase Price, (B) cure such Material Document Defect or Material Breach, as the case may be, in all material respects, or (C) if such Material Document Defect or Material Breach is not related to the Trust Loan not being a Qualified Mortgage, indemnify the Trust for the losses directly related to such Material Document Defect or Material Breach, subject to receipt of a Rating Agency Confirmation from each Rating Agency with respect to such action, in each case under the terms of and within the time period specified by the Loan Purchase Agreement. If a Responsible Officer of the Certificate Administrator or a Servicing Officer of the Servicer or the Special Servicer, has actual knowledge that any Loan Seller has

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defaulted on its obligation to repurchase the Trust Loan under the Loan Purchase Agreement, such entity shall promptly notify the Trustee, the Certificate Administrator, the Servicer and the Special Servicer, as applicable, and the Certificate Administrator shall notify the Certificateholders of such default. The Special Servicer shall enforce the obligations of the Loan Seller under Section 8 of the Loan Purchase Agreement.

For the avoidance of doubt, no Liquidation Fee will be payable by the Loan Seller in connection with a repurchase of the Trust Loan due to a Material Breach or a Material Document Defect set forth above so long as such repurchase occurs within the time period required by Section 8 of the Loan Purchase Agreement.

(b) Upon receipt by the Servicer from the Loan Seller of the Repurchase Price, the Servicer shall deposit such amount in the Collection Account, and the Certificate Administrator shall, upon receipt of a certificate of a Servicing Officer certifying as to the receipt by the Servicer of the Repurchase Price and the deposit of the Repurchase Price into the Collection Account pursuant to this Section 2.8(b) (i) release or cause to be released to the designees of the Loan Seller the Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty (except that the Trust Loan 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 released pursuant hereto and the Certificate Administrator, the Trustee, the Servicer and the Special Servicer shall have no further responsibility with regard to such Mortgage File and (ii) release or cause to be released to the Loan Seller any escrow payments and reserve funds held by the Servicer, the Special Servicer, or in respect of the Trust Loan.

(c) In the event that the Trust Loan is repurchased pursuant to this Section 2.8, the Servicer or Special Servicer, as applicable, shall promptly notify the Depositor of such repurchase.

(d) It is understood and agreed that the obligations of the Loan Seller referred to in this Section 2.8 shall be the sole remedies available to the Certificateholders or the Trustee respecting a Material Breach of the Loan Seller’s representations and warranties regarding the Whole Loan, the Property and any Material Document Defect.

2.9. Issuance of Uncertificated Lower-Tier Interests; Issuance of Regular Interests; Execution and Delivery of Certificates. 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, the Trustee (i) acknowledges the issuance of the Uncertificated Lower-Tier Interests and the Class LT-R Interest to the Depositor in exchange for the Trust Loan, receipt of which is hereby acknowledged; (ii) acknowledges the contribution by the Depositor of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC; and (iii) acknowledges, immediately thereafter, in exchange for the Uncertificated Lower-Tier Interests, the issuance of the Regular Interests and the UT-R Interest and that it has caused the Certificate Administrator to execute and authenticate and deliver to or upon the order of the Depositor, the Class R Certificates, representing the Class LT-R and Class UT-R Interests, the Regular Certificates and the Class V Certificates, and

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the Depositor hereby acknowledges the receipt by it or its designees, of the Certificates in authorized denominations, evidencing the entire beneficial ownership of the Trust Fund.

2.10. Miscellaneous REMIC Provisions. (a) The Class A, Class X, Class B, Class C and Class D Regular Interests 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, represented by the Class R Certificates, 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.

The Class LA, Class LB, Class LC and Class LD Uncertificated Interests are hereby designated as the “regular interests” in the Lower-Tier REMIC (the “Lower-Tier Regular Interests”) within the meaning of Section 860G(a)(1) of the Code, and the Class LT-R Interest, represented by the Class R Certificates, 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. Miscellaneous Grantor Trust Provisions. (a) The portion of the Trust Fund consisting of (i) the Class A Specific Grantor Trust Assets, beneficial ownership of which will be represented by the Class A Certificates, (ii) the Class X Specific Grantor Trust Assets, beneficial ownership of which will be represented by the Class X Certificates, (iii) the Class B Specific Grantor Trust Assets, beneficial ownership of which will be represented by the Class B Certificates, (iv) the Class C Specific Grantor Trust Assets, beneficial ownership of which will be represented by the Class C Certificates, (v) the Class D Specific Grantor Trust Assets, beneficial ownership of which will be represented by the Class D Certificates, (vi) the Class V-ABC Specific Grantor Trust Assets, beneficial ownership of which will be represented by the Class V-ABC Certificates, (vii) the Class V-D Specific Grantor Trust Assets, beneficial ownership of which will be represented by the Class V-D Certificates and (viii) Class V2 Specific Grantor Trust Assets, beneficial ownership of which will be represented by the Class V2 Certificates (altogether, the “Grantor Trust”), will be treated as a grantor trust within the meaning of subpart E, part I of subchapter J of the Code.

2.12. Grantor Trust Reporting. (a) The parties intend that the portion of the Trust Fund constituting the Grantor Trust shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a “grantor trust” under subpart E, part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, neither the Trustee nor the Certificate Administrator shall have the power to vary the investment of the Certificateholders in the Grantor Trust so as to improve their rate of return. The Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Certificate Administrator) and timely file all Tax Returns in respect of the Grantor Trust. In addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal Revenue Service Form 1041, Form 1099 or such other form as may be applicable with the Internal Revenue Service with copies of the statements in the following clause and (B) furnish, or cause to be furnished, to the Certificateholders, their allocable share of income and expense with respect to the related Specific Grantor Trust Assets in the time or times and in the manner required by the Code.

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(b) The Grantor Trust will be treated as a WHFIT that is a WHMT. The Certificate Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the Certificate Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that DTC is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Certificate Administrator with the identities of other “middlemen” that are Certificateholders. The Certificate Administrator shall be entitled to rely on the first sentence of this Section 2.11(b) and shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the Internal Revenue Service makes a determination that the first sentence of this paragraph is incorrect.

(c) The Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make available (via its website) WHFIT information to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.

(d) The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each Certificateholder, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Certificate Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of information regarding any sale of a Certificate, including the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.

3. ADMINISTRATION AND SERVICING OF THE WHOLE LOAN

3.1. Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer, each as an independent contractor, shall service and administer the Whole Loan and administer any Foreclosed Property solely on behalf of the Trust Fund and the Companion Loan Holders, in the best interest of, and for the benefit of, all the Certificateholders and the Companion Loan Holders, as a collective whole as if such Certificateholders and the Companion Loan Holders constituted one lender (taking into account the relative subordination of the Trust A-B Note and the Non-Trust B Notes) (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 and the terms of the Loan Documents and the Co-Lender Agreement and, to the extent consistent with the foregoing, the following standards: (i) (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 manages foreclosed or

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other similarly situated properties for third parties, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage lenders in servicing their own loans, or (b) with the care, skill, prudence and diligence the Servicer or the Special Servicer, as applicable, uses for loans which it owns or for foreclosed or other similarly situated properties which it owns and manages, whichever is higher; (ii) with a view to the timely collection of (a) all scheduled payments of principal and interest under the Whole Loan or, if the Whole Loan comes into and, with respect to the Special Servicer only, continues in default and if no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on the Whole Loan to the Certificateholders and the Companion Loan Holders (as a collective whole, as if the Certificateholders and the Companion Loan Holders constituted a single lender)(taking into consideration the relative subordination of the Trust A-B Note and the Non-Trust B Notes) on a net present value basis and (b) the Borrower Reimbursable Trust Fund Expenses and other amounts due under the Whole Loan and (iii) without regard to:

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

(B) the ownership of any Certificate or any interest in the Companion Loans by the Servicer or the Special Servicer or by any affiliate thereof;

(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 mortgage loans or mortgaged property by the Servicer or the Special Servicer.

Subject to the above-described servicing standards (hereinafter referred to as “Accepted Servicing Practices”) and the terms of this Agreement and of the Loan Documents, 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 Whole 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, as set out in Exhibit Q, 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 such 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) 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

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Trustee’s and the Certificate Administrator’s, as applicable, prior written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s or the Certificate Administrator’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 or the Certificate Administrator to be registered to do business in any state.

The liability of each of the Servicer and the Special Servicer, as applicable, for actions and omissions in its capacity as 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 collectibility of the Whole Loan.

If the Borrower requests (i) a Material Alteration whose completion is to be guaranteed by the Guarantor or (ii) the replacement of the Manager with an Affiliate of the Borrower, and the Servicer or the Special Servicer has the right under the Loan Agreement to require the Borrower to deliver a non-consolidation opinion as a condition to approving such request, the Servicer or the Special Servicer shall request that the Borrower deliver a non-consolidation opinion before approving such request. Promptly after the approval of any such request, the Servicer or the Special Servicer, as the case may be, shall notify the 17g-5 Information Provider that the Guarantor providing a completion guarantee or the Manager being replaced by an Affiliate of the Borrower, as the case may be, has been approved, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website.

3.2. Sub-Servicing Agreements. (a) Each of the Servicer and the 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 Whole 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, (ii) no sub-servicer retained by the Servicer or Special Servicer, as applicable, shall grant any modification, waiver, or amendment to the Loan Documents without the approval of the Servicer or Special Servicer, as applicable, and (iii) any such sub-servicer shall be precluded from participating in servicing activities relating to any foreclosure proceedings. 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 Whole 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 (i) 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 (ii) qualified to perform its obligations under the applicable sub-servicing agreement. For purposes of this Agreement, the 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, the Companion Loan 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, as applicable. The Servicer or Special Servicer, as applicable, shall notify the Trustee, the Certificate Administrator, the Borrower, the Companion Loan Holders and the Depositor in

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writing promptly upon the appointment of any sub-servicer and promptly furnish the Trustee and the Certificate Administrator, upon its request, with a copy of the sub-servicing agreement. 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, as applicable, shall remain obligated and liable to the Trustee and the Certificateholders for the servicing and administering of the Whole 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, as applicable, alone were servicing and administering the Whole Loan.

(c) Any sub-servicing agreement entered into by the Servicer or Special Servicer, as applicable, 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, as applicable, or if the Servicer or Special Servicer, as applicable, is otherwise terminated pursuant to the terms of this Agreement, or (ii) a successor Servicer or Special Servicer, as applicable, if such successor Servicer or Special Servicer, as applicable, has assumed the duties of the Servicer or Special Servicer, as applicable, without cost or obligation to the Trustee, the Certificate Administrator, the successor Servicer or Special Servicer, as applicable, the Trust, the Companion Loan Holders or the Trust Fund.

(d) Any sub-servicing agreement, and any other transactions or services relating to the Whole Loan involving a sub-servicer, shall be deemed to be between the Servicer or Special Servicer, as applicable, and such sub-servicer alone, and the Trustee, the Certificate Administrator, the Depositor, the Trust, the Certificateholders and the Companion Loan Holders 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 Trustee, the Certificate Administrator or the Depositor to indemnify any such sub-servicer. The Servicer or Special Servicer, as applicable, is permitted, 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 delegate certain of its duties and obligations hereunder to an Affiliate of the Servicer or 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 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 Whole Loan as required hereby. Furthermore, each of the initial Servicer and the initial Special Servicer may contract with third party vendors or sub-contractors for the

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performance of limited functions such as the performance of inspections or conduction of appraisals and such contracts shall not be considered a sub-servicing agreement hereunder, and the requirements and obligations set forth herein applicable to sub-servicing agreements and sub-servicers shall not be applicable to such arrangement; provided that 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 performing such functions as required hereby; provided further that any engagement of a party that performs any activity that addresses the Applicable Servicing Criteria shall be considered a Servicing Function Participant and the requirements and obligations set forth herein applicable to Servicing Function Participants shall apply.

(f) The parties hereto acknowledge that the Whole Loan is subject to the terms and conditions of the Co-Lender Agreement and recognize the respective rights and obligations of the Trust, as holder of the Trust Loan, and of the Companion Loan Holders, as holders of the Companion Loans, under the Co-Lender Agreement, including: (i) with respect to the allocation of collections on or in respect of the Whole Loan, and the making of remittances, to the Trust, as holder of the Trust Loan, and to the Companion Loan Holders, as holders of the Companion Loans; (ii) with respect to the allocation of expenses and losses relating to the Whole Loan to the Trust, as holder of the Trust Loan, and to the Companion Loan Holders, as holders of the Companion Loans, and (iii) to the extent provided for under the Co-Lender Agreement, the consultation rights of the Companion Loan Holders. In the event of any conflict between this Agreement and the Co-Lender Agreement, the terms of the Co-Lender Agreement shall control with respect to the Whole Loan.

3.3. Cash Management Account. A Cash Management Account has been or shall be established pursuant to the terms of the Loan Agreement. The Servicer shall exercise and enforce the rights of the Trust Fund with respect to the Cash Management Accounts under the Loan Agreement in accordance with Accepted Servicing Practices.

3.4. Collection Account, Companion Loan Account and Interest Reserve Account. (a) The Servicer shall establish and maintain one or more deposit accounts for the benefit of the Certificateholders in the name of “KeyBank National Association, as Servicer for Xxxxx Fargo Bank, National Association, as Trustee of Natixis Commercial Mortgage Securities Trust 2019-NEMA, Commercial Mortgage Pass-Through Certificates, Series 2019-NEMA” (the “Collection Account”) and (y) one or more deposit accounts (or, a separate ledger account) for the benefit of the Companion Loan Holders in the name of “KeyBank National Association, as Servicer for Xxxxx Fargo Bank, National Association, as Trustee of Natixis Commercial Mortgage Securities Trust 2019-NEMA, Commercial Mortgage Pass-Through Certificates, Series 2019-NEMA for the benefit of the Companion Loan Holders” (the “Companion Loan Account”). Each Collection Account must be an Eligible Account maintained with an Eligible Institution (or a ledger account if one Eligible Account is maintained). The Servicer shall deposit into the Collection Account within two 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 Whole Loan.

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

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(ii) all payments on account of interest on the Whole Loan;

(iii) any amount representing reimbursements by the Borrower of Advances, interest thereon, and any other expenses of the Depositor, the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, as required by the 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 Whole Loan;

(v) 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;

(vi) any amounts representing Condemnation Proceeds or Insurance Proceeds (other than amounts related to clause (b) of the definition of Insurance Proceeds necessary to be applied to the restoration, preservation or repair of the Property or to be released to the Borrower in accordance with the Loan Documents);

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

(viii) 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 the Trust Loan pursuant to Section 2.8(b) hereof and the Loan Purchase Agreement, (2) proceeds of a sale of a Defaulted Loan pursuant to Section 3.16 hereof, or (3) amounts payable under the Loan Documents or the Co-Lender Agreement 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 late payment fees (to the extent not applied pursuant to Section 3.4(c)), Default Interest (to the extent not applied pursuant to Section 3.4(c)), assumption fees, assumption application fees, substitution fees, defeasance fees, Modification Fees, consent fees, loan service transaction fees, release fees, similar fees and expenses and any other Additional Servicing Compensation or Additional Special Servicing Compensation to which the Servicer or Special Servicer, as applicable are entitled pursuant to Section 3.17 and any reimbursement made by the Borrower of expenses of the Servicer or the Special Servicer need not be deposited in the Collection Account by the Servicer or 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 Whole Loan.

(b) Funds in the Collection Account or Companion Loan 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

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account number of the Collection Account and shall notify the Certificate Administrator in writing prior to any subsequent change thereof.

(c) On or prior to each Remittance Date (or such other date as specified below or on which funds are available for such purpose as specified below), prior to the remittance of Available 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):

(i) to withdraw funds deposited therein in error;

(ii) to reimburse the Trustee (and each Other Trustee) and the Servicer (and each Other Servicer), in that order, out of general collections on the Whole Loan, for any Nonrecoverable Advances made by each and not previously reimbursed together with unpaid interest thereon at the Advance Rate as follows:

(A) first, to reimburse Nonrecoverable Advances that are Property Protection Advances and Administrative Advances relating to the Whole Loan and the Property and interest thereon;

(B) second, to first reimburse Nonrecoverable Advances that are Monthly Payment Advances or Senior Companion Loan Advances on the A Notes and interest thereon, on a pro rata and pari passu basis, then to reimburse Nonrecoverable Advances that are Monthly Payment Advances on the Trust A-B Note and interest thereon; and

(C) third, to reimburse each Other Servicer for its pro rata share of Nonrecoverable Advances previously paid from general collections on the related Senior Companion Loan Securitization Trust; provided, however, that interest on such Nonrecoverable Advances shall be paid first out of Default Interest or late payment charges collected in the related Collection Period before such interest on Advances is paid out of other amounts on deposit in the Collection Account;

(iii) concurrently, to pay the Servicing Fee to the Servicer (or with respect to the Excess Servicing Fee Rights, to pay any Excess Servicing Fes to the holder of such Excess Servicing Fee Rights) from amounts on deposit with respect to the Whole Loan or Foreclosed Property, as the case may be, and the Certificate Administrator Fee (including the portion that is the Trustee Fee) to the Certificate Administrator, as applicable;

(iv) (A) to pay to the Servicer, as additional 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) to pay to the Special Servicer, the Special Servicing 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);

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(v) to reimburse the Trustee (and each Other Trustee) and the Servicer (and each Other Servicer), in that order, for (A) Advances made by each and not previously reimbursed from late payments received during the applicable period on the Whole Loan, Liquidation Proceeds, Foreclosure Proceeds and other collections on the Whole Loan; provided that any Advance that has been determined to be a Nonrecoverable Advance shall be reimbursed pursuant to clause (ii) above and (B) unpaid interest on such Advances at the Advance Rate (subject to the same order of priority as between the payment of Advances with respect to the A Notes and the Trust A-B Note as provided in clause (ii) above); provided, however, that interest on Advances shall be paid first out of Default Interest or late payment charges collected in the related Collection Period before such interest on Advances is paid out of other amounts on deposit in the Collection Account;

(vi) 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 the Whole Loan or Foreclosed Property and not otherwise covered and paid by an insurance policy or deducted from the proceeds of liquidation;

(vii) (A) to pay to the Servicer, as additional compensation, to the extent actually received from the Borrower, any payments (if any) in the nature of Default Interest (to the extent not withdrawn to reimburse the Trustee or the Servicer (or the Other Trustee or Other Servicer with respect to each Senior Companion Loan Securitization Trust) for unpaid interest on any Advances pursuant to clause (ii) or (v)(B) above), late payment fees (to the extent not withdrawn to reimburse the Trustee or the Servicer for unpaid interest on any Advances pursuant to clause (ii) or (v)(B) above), Additional Servicing Compensation including, but not limited to, assumption fees, assumption application fees, defeasance fees, substitution fees, Modification Fees, consent fees, loan service transaction fees and similar fees and expenses which the Servicer is entitled to pursuant to Section 3.17; provided, however, that such amounts received during each Collection Period shall be deemed to have been deposited in the Collection Account and withdrawn pursuant to this clause (vii) solely for the purpose of determining the Available Funds Reduction Amount in connection with the calculation of Available Funds for the related Distribution Date; and (B) to pay to the Special Servicer, as additional compensation, (i) Additional Special Servicing Compensation and (ii) any income earned on the investment of funds deposited in the Foreclosed Property Account;

(viii) to pay or reimburse the Trustee, the Certificate Administrator, the Servicer, the Special Servicer and the Depositor, in that order, for any indemnities, expenses and other amounts then due and payable or reimbursable to each pursuant to the terms of this Agreement, including any Trust Fund Expenses, in each case, not previously paid or reimbursed pursuant to the preceding clauses;

(ix) to deposit into the Companion Loan Account any portion of such collections that are required to be distributed to the Companion Loan Holders in respect of the Companion Loans pursuant to the Co-Lender Agreement;

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(x) to the extent not previously paid or advanced, to pay to the Certificate Administrator (or set aside for eventual payment) any and all taxes imposed on the Trust or the Trust Fund by federal or state governmental authorities; provided, that if such taxes are the result of the Depositor’s, Servicer’s, Special Servicer’s, the Certificate Administrator’s or Trustee’s, as applicable, negligence, bad faith, fraud or willful misconduct, such amounts may not be withdrawn from the Collection Account, but will be paid by such party that was negligent, acted in bad faith or fraudulently or engaged in willful misconduct pursuant to Sections 6.3, 6.6, 8.1, 8.3 and 8.12;

(xi) to pay (or set aside for eventual payment) any and all taxes imposed on the Lower-Tier REMIC or Upper-Tier REMIC by federal or state governmental authorities to the extent such taxes have not been paid pursuant to Section 12.1(k); and

(xii) to pay the CREFC^® Intellectual Property Royalty License Fee to CREFC^®, to the extent funds are available following the withdrawal of the amounts described in clauses (i)-(xi) above.

For the avoidance of doubt, payments or collections allocable to the Trust Loan shall be received from or made to the Collection Account and payments or collections allocable to the Junior Companion Loans shall be received from or made to the Companion Loan Account.

Notwithstanding the foregoing, with respect to any Remittance Date, in no event shall the Servicer be permitted to make a withdrawal pursuant to clauses 3.4(c)(iii), (iv), (v), (vi), (viii) or (xii) if, 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; provided that the Servicer shall be permitted to make withdrawals in the order of priority specified above up to the amount on deposit in the Collection Account that would result in funds equaling or exceeding the Required Advance Amount remaining in the Collection Account. Notwithstanding the foregoing, such withdrawal limitations shall not apply upon (1) the final liquidation of the Whole Loan and/or the Property, (2) the final payment of the Whole 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. For the avoidance of doubt, in no event shall the Servicer be permitted to apply any portion of collections that are required to be distributed to the Companion Loan Holders in respect of the Companion Loans pursuant to the terms of the Co-Lender Agreement to pay or reimburse any CREFC^® Intellectual Property Royalty License Fee, the Certificate Administrator Fee (including the portion that is the Trustee Fee) or any Trust Fund Expenses that are not related to the servicing and administration of the Trust Loan or the Property.

On the Remittance Date, the Servicer shall pay to the Certificate Administrator (on behalf of itself and the Trustee) and advance or pay to the Special Servicer, if applicable, from the Collection Account as provided above amounts permitted to be paid to the Special Servicer, the Certificate Administrator and the Trustee, as applicable, therefrom, upon receipt on or prior to the Determination Date of certificates of a Servicing Officer of the Special Servicer or a Responsible Officer of the Certificate Administrator and the Trustee, as applicable, describing the item and amount to which the Special Servicer, the Certificate Administrator and the Trustee, respectively, are entitled. The Servicer may rely conclusively on any such certificate, shall have

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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 Certificate Administrator or the Trustee, as applicable, is not entitled.

(d) The Certificate Administrator shall establish and maintain a reserve account (which may be a subaccount of the Distribution Account) (the “Interest Reserve Account”) on behalf of the Trustee and for the benefit of the holders of the Certificates. Funds on deposit in the Interest Reserve Account shall be uninvested. On each Distribution Date occurring in any February and on any Distribution Date occurring in any January which 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 deposit into the Interest Reserve Account an amount equal to one day’s net interest collected on the principal balance of the Trust Loan as of the Loan Payment Date occurring in the month preceding the month in which such Distribution Date occurs at the related Note Rate (net of the Servicing Fee, the CREFC^® Intellectual Property Royalty License Fee and the Certificate Administrator Fee (including the portion that is the Trustee Fee) payable therefrom) to the extent a full Monthly Payment or Monthly Payment Advance is made in respect thereof (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 Administrator shall withdraw from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding January and February, if any, and transfer such amounts into the Distribution Account.

(e) On each Remittance Date or, following the securitization of any Senior Companion Loan, on or prior to the day that is the earlier of (A) the Remittance Date and (B) the Business Day following the “determination date” (or any term substantially similar thereto), as such term is defined in the related Senior Companion Loan Pooling and Servicing Agreement as long (provided that no remittance is required to be made until two Business Days after receipt of the scheduled Monthly Payment with respect to the Whole Loan), the Servicer shall distribute all funds in the Collection Account (or any sub-account thereof established for the benefit of the Companion Loan Account) to the Senior Companion Loan Holders in accordance with the amounts due to such holder under the terms of the Co-Lender Agreement.

(f) In addition, the Servicer shall withdraw from the Collection Account (or any subaccount thereof established for the benefit of the Companion Loan Account) and remit to the holder of each Senior Companion Loan, within one Business Day of receipt of properly identified funds, any amounts that represent late collections or principal prepayments on such Senior Companion Loan or any successor REO Property with respect thereto (exclusive of any portion of such amount payable or reimbursable to any third party in accordance with the Co-Lender Agreement), unless such amount would otherwise be included in such distributions on or before the Remittance Date pursuant to Section 3.4(c); provided, however, that to the extent any such amounts are received after 3:00 p.m. Eastern time on any given Business Day, the Servicer shall use efforts consistent with Accepted Servicing Practices to remit such late collections or principal prepayments to the holder of each Senior Companion Loan within one Business Day of receipt of such properly identified funds but, in any event, the Servicer shall remit such amounts within two Business Days of receipt of such properly identified funds.

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3.5. Distribution Account. (a) The Certificate Administrator shall establish and maintain on behalf of the Trustee and for the benefit of the Certificateholders a segregated non-interest bearing trust account (the “Distribution Account”), which shall be deemed to include the Lower-Tier Distribution Account, the Upper-Tier Distribution Account and the Regular Interest 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 and the Regular Interests (the “Lower-Tier Distribution Account”, “Upper-Tier Distribution Account” and “Regular Interest Distribution Account”, respectively). The Distribution Account must be an Eligible Account. On each Remittance Date, the Servicer shall transfer from the Collection Account to the Certificate Administrator for deposit into the Distribution Account all funds remaining on deposit therein pursuant to clause (xii) of Section 3.4(c). The Certificate Administrator shall credit the funds remitted by the Servicer from the Collection Account to the Distribution Account. Amounts held in the Distribution Account shall be uninvested.

The Certificate Administrator shall make withdrawals from the Distribution Account (i) to withdraw any amounts deposited therein in error, (ii) to deposit any required Withheld Amounts into the Interest Reserve Account pursuant to Section 3.4(d) and (iii) to make distributions to the Holders of the Certificates pursuant to Section 4.1.

(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) to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.1(b) and Section 4.3(b) 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(b);

(ii) to withdraw amounts deposited into the Lower-Tier Distribution Account in error and pay such amounts to the Persons entitled thereto; and

(iii) to clear and terminate the Lower-Tier Distribution Account pursuant to Section 10.2.

(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;

(ii) to make deposits in the Regular Interest Distribution Account in respect in respect of amounts distributed to the Holders of the Regular Interests and to make distributions to Holders of the Class R Certificates (in respect of the Class UT-R Interest) on each Distribution Date pursuant to Section 4.1(a) or Sections 10.1 and 10.2 as applicable; and

(iii) to clear and terminate the Upper-Tier Distribution Account at the termination of this Agreement pursuant to Section 10.2.

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(d) The Certificate Administrator shall make withdrawals from the Regular Interest Distribution Account in the following order of priority and only for the following purposes:

(i) to withdraw amounts deposited in error;

(ii) to make distributions to Holders of the Certificates (other than the Class R Certificates) on each Distribution Date pursuant to Section 4.1(b) or Sections 10.1 and 10.2 as applicable; and

(iii) to clear and terminate the Regular Interest Distribution Account at the termination of this Agreement pursuant to Section 10.2.

3.6. Foreclosed Property Account. The Special Servicer shall establish and maintain one or more deposit accounts (the “Foreclosed Property Account”) for the benefit of the Certificateholders and the Companion Loan Holders in the name of “Situs Holdings, LLC, as Special Servicer for Xxxxx Fargo Bank, National Association, as Trustee of Natixis Commercial Mortgage Securities Trust 2019-NEMA, Commercial Mortgage Pass-Through Certificates, Series 2019-NEMA” related to the Foreclosed Property, if any, held in the name of the Special Servicer for the benefit of the Trustee on behalf of the Certificateholders and the Companion Loan Holders. The Foreclosed Property Account must be an Eligible Account maintained with an Eligible Institution. The Special Servicer shall deposit into the Foreclosed Property Account within one Business Day of receipt all properly identified funds collected and received in connection with the operation or ownership of such Foreclosed Property. On or before the Determination Date, the Special Servicer shall withdraw the funds in the Foreclosed Property Account, net of certain expenses and/or reserves (to the extent not inconsistent with the express terms hereof, the amount of such reserves to be determined in accordance with the Special Servicer’s reasonable discretion and in accordance with Accepted Servicing Practices), 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 the 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 the occurrence of an Appraisal Reduction Event with respect to the Whole Loan, the Special Servicer shall (i) notify the Servicer, the Trustee and the Certificate Administrator and, during any Subordinate Control Period or Subordinate Consultation Period, the Directing Holder, of such occurrence of an Appraisal Reduction Event and (ii) order an Appraisal of the Property (provided that the Special Servicer will not be required to obtain an Appraisal of the Property with respect to which there exists an Appraisal which is less than nine months old, unless it has actual knowledge of a material adverse change in the market or condition or value of the Property) and no later than the later of (a) 60 days after the Appraisal Reduction Event with respect to the Whole Loan or (b) 10 Business Days after obtaining the final Appraisal of the Property, the Special Servicer shall determine on the basis of such Appraisal whether there exists any Appraisal Reduction Amount and if so, give reasonably prompt notice thereof to the Companion Loan Holders. The cost of obtaining any such Appraisal shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance.

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Updates of any such Appraisal shall be obtained by the Special Servicer, and paid for by the Servicer as a Property Protection Advance or an Administrative Advance every twelve months for so long as an Appraisal Reduction Event exists, and the Appraisal Reduction Amount shall be adjusted accordingly. If required in accordance with any such adjustment, each Class of Certificates that has been notionally reduced as a result of Appraisal Reduction Amounts shall have its related Certificate Balance notionally restored by the Certificate Administrator or the Trustee to the extent required by such adjustment of the Appraisal Reduction Amount, and there will be a redetermination of whether a Subordinate Control Period or Subordinate Consultation Period is in effect. Any such Appraisal obtained pursuant to this Section 3.7(a) will be delivered by the Special Servicer to the Servicer, the 17g-5 Information Provider, the Certificate Administrator, Companion Loan Holders and, during any Subordinate Control Period or Subordinate Consultation Period, the Directing Holder in electronic format and the Certificate Administrator shall make such Appraisal available to Privileged Persons pursuant to Section 8.14(b). The 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b). Following notification from the Special Servicer of any Appraisal Reduction Amount, the Servicer and the Trustee shall notify the Other Servicer and Other Trustee of the existence of an Appraisal Reduction Event and any related Appraisal Reduction Amount. Following notification from the Special Servicer, the Servicer and the Trustee shall be deemed to have delivered notice of any such Appraisal Reduction Event and any related Appraisal Reduction Amount if the Servicer includes such event and/or amount in its monthly servicer statements provided to the Other Servicer.

The Whole Loan will be treated as a single mortgage loan for purposes of calculating the Appraisal Reduction Amount. Any Appraisal Reduction Amount with respect to the Whole Loan shall be allocated first, to Note B-2, up to the full outstanding principal balance thereof, then, to Note B-1, up to the full outstanding principal balance thereof, then, to the Trust A-B Note, up to the full outstanding principal balance thereof, and then, to the Trust A Note and the Non-Trust A Notes, on a pro rata and pari passu basis, based on their respective outstanding principal balances.

(b) While an Appraisal Reduction Amount exists, (i) the amount of any Monthly Payment Advances with respect to the Trust Loan shall be reduced as provided in Section 3.23(a) and (ii) the existence thereof will be taken into account for purposes of determining the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c).

(c) The Certificate Balance of each of the Sequential Pay Certificates shall be notionally reduced (solely for purposes of determining (i) the Voting Rights of the related Classes and (ii) whether a Subordinate Control Period or Subordinate Consultation Period is in effect) on any Distribution Date to the extent of the Appraisal Reduction Amount allocated to such Class on such Distribution Date. The Appraisal Reduction Amount for any Distribution Date shall be applied to notionally reduce the Certificate Balances of the Certificates in the following order of priority: first, to the Class D Certificates; second, to the Class C Certificates; and third, 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 any Class A Certificate.

Any such allocations of Appraisal Reduction Amounts to:

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(i) the Class A Regular Interest shall be further allocated to the Class A Certificates, the Class V-ABC Certificates and the Class V2 Certificates, pro rata in proportion to the Class A Percentage Interest, the Class V-ABC Percentage Interest and the Class V2 Percentage Interest, respectively;

(ii) the Class B Regular Interest shall be further allocated to the Class B Certificates, the Class V-ABC Certificates and the Class V2 Certificates, pro rata in proportion to the Class B Percentage Interest, the Class V-ABC Percentage Interest and the Class V2 Percentage Interest, respectively;

(iii) the Class C Regular Interest shall be further allocated to the Class C Certificates, the Class V-ABC Certificates and the Class V2 Certificates, pro rata in proportion to the Class C Percentage Interest, the Class V-ABC Percentage Interest and the Class V2 Percentage Interest, respectively; and

(iv) the Class D Regular Interest shall be further allocated to the Class D Certificates, the Class V-D Certificates and the Class V2 Certificates, pro rata in proportion to the Class D Percentage Interest, the Class V-D Percentage Interest and the Class V2 Percentage Interest, respectively.

(d) In the event that a portion(s) of one or more Monthly Payment Advances with respect to the Trust Loan was reduced as a result of an Appraisal Reduction Event, the amount of the Net Liquidation Proceeds to be applied to interest shall be reduced by the aggregate amount of such reductions and the portion of such Net Liquidation Proceeds to be applied to principal shall be increased by such amount, and if the amounts of the Net Liquidation Proceeds to be applied to principal have been applied to pay the principal of the Trust Loan in full, any remaining Net Liquidation Proceeds shall then be applied to pay any remaining accrued and unpaid interest on the Trust Loan in accordance with Section 1.3.

(e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or update of the Appraisal has been obtained or conducted with respect to the Property or Foreclosed Property, as the case may be, during the 12-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially and adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new final Appraisal has been obtained or conducted for the Property or Foreclosed Property, as the case may be, within 60 days after the Appraisal Reduction Event has occurred, then (x) until the new Appraisal is conducted, the Appraisal Reduction Amount for the Whole Loan shall be equal to 25% of the Loan Principal Balance for the Whole Loan, and (y) upon receipt or performance of the new Appraisal by the Special Servicer, the Appraisal Reduction Amount for the Property or Foreclosed Property, as the case may be, shall be recalculated in accordance with the definition of Appraisal Reduction Amount. Notwithstanding the foregoing, solely for purposes of determining whether a Subordinate Control Period or a Subordinate Consultation Period is then in effect or the allocation of Voting Rights for certain purposes, deemed Appraisal Reduction Amounts imposed pursuant to clause (x) of the preceding sentence will not be allocated to any Class of Certificates; provided, however, this sentence shall not affect in any manner the effect of Appraisal Reduction

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Amounts based upon anything other than such clause (x), including when the related Appraisals are received.

With respect to any Appraisal Reduction Amount calculated for purposes of determining an Appraisal Reduction Event, the appraised value (as determined by an updated Appraisal) of the Property securing the Whole Loan will be determined on an “as-is” basis, based upon the current physical condition, use and zoning of the Property as of the date of the Appraisal.

If the Certificate Balance of the Class D Certificates (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class) has been reduced to less than 25% of its Initial Certificate Balance, such Class will be referred to as the “Appraised-Out Class”. The Holders of the majority (by Certificate Balance) of the Appraised-Out Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal of the Property (such Holders, the “Requesting Holders”). The Special Servicer shall use its commercially reasonable efforts to ensure that such Appraisal is delivered within 60 days from receipt of the Requesting Holders’ written request and shall ensure that such Appraisal is prepared by an Independent Appraiser).

In addition, if subsequent to the Class D Certificates becoming an Appraised-Out Class there is a material change with respect to the Property related to the Appraisal Reduction Amounts that caused such Class to become an Appraised-Out Class, the Requesting Holders will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth the Requesting Holder’s belief of what constitutes a material change to the Property (including any related documentation). The costs of obtaining such additional Appraisal will 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 the Property 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 provided further that the Holders of an Appraised-Out Class may require the Special Servicer to order an additional Appraisal no more than once in any nine-month period). Appraisals that are permitted to be requested by any Appraised-Out 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 such material change or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any Requesting Holder.

Upon receipt of any supplemental Appraisal pursuant to the two preceding paragraphs, the Special Servicer shall recalculate such Appraisal Reduction Amounts based upon such second Appraisal. If required by any such recalculation, the applicable Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction Amounts.

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Any Appraised-Out Class for which the Requesting Holders are challenging the Special Servicer’s Appraisal Reduction Amounts determination may not exercise any rights of the related Controlling Class until such time, if any, as such Class is reinstated as the Controlling Class.

In addition, the Special Servicer shall comply with the terms of the Co-Lender Agreement with respect to the rights of a Companion Loan Holder to request or obtain additional Appraisals and to request recalculations of the Appraisal Reduction Amounts.

3.8. Investment of Funds in the Collection Account, the Companion Loan Account and the Foreclosed Property Account. (a) The Servicer (and, with respect to the Foreclosed Property Account, the Special Servicer) may direct any depository institution maintaining the Collection Account, the Companion Loan Account, the Foreclosed Property Account and any Reserve Account (to the extent interest is not payable to the Borrower), respectively (each, 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 on behalf of the Trust. The Certificate Administrator shall have sole control (except with respect to investment direction, which shall be in the control of the Servicer (or the Special Servicer, with respect to any Foreclosed Property Account) as an independent contractor to the Trust Fund) over each such investment and any certificate or other instrument evidencing any such investment shall be delivered directly to the Certificate Administrator 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 and the Certificate Administrator shall have no responsibility or liability with respect to the investment directions of the Servicer or the Special Servicer, as applicable, or any losses resulting therefrom, whether from Permitted Investments or otherwise. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the 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 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.

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(b) All net income and gain realized from investment of funds deposited in the Collection Account, the Companion Loan Account 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 Companion Loan Account, the Reserve Accounts (except in the case of any such loss with respect to a Reserve Account, to the extent such losses are incurred on amounts invested for the benefit of the Borrower pursuant to and in accordance with the terms of the 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. Notwithstanding the above, neither the Servicer nor the Special Servicer shall be required to deposit any loss on an investment of funds in an Investment Account if such loss was incurred solely as a result of the insolvency of the federal or state chartered depositary institution or trust company that holds such Investment Account so long as (i) such depositary institution or trust company satisfied the qualifications set forth in the definition of Eligible Institution at the time such investment was made and (ii) such loss was incurred within 30 days after the date of such insolvency, and (iii) such loss is not the result of fraud, negligence, bad faith or willful misconduct of the Servicer or Special Servicer, as applicable.

(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 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 takes any such action, the Trust Fund shall pay or reimburse the Servicer, pursuant to Section 3.4(c), for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Servicer in connection therewith.

(d) Notwithstanding the foregoing, none of the Servicer, the Special Servicer, the Certificate Administrator or the Trustee (in its capacity as the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be) shall cover any losses from the bankruptcy or insolvency of a depository institution holding an account described in this Section 3.8, if (i) immediately prior to such bankruptcy or insolvency such institution was an Eligible Institution at the time of such deposit and (ii) such loss was not the result of fraud, bad faith, negligence or willful misconduct of the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable.

3.9. Payment of Taxes, Assessments, etc. The Servicer (other than with respect to any Foreclosed Property) and the Special Servicer (with respect to any Foreclosed Property) shall maintain accurate records with respect to the Property (or Foreclosed Property, as the case may be) reflecting the status of taxes, assessments, charges and other similar items that are or may become a lien on the Property (or 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 (or cause to be paid) real estate taxes, insurance premiums and other similar items from funds in the applicable

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Reserve Account in accordance with the Loan Agreement at such time as may be required by the Loan Documents. If the Borrower does not make the necessary payments and/or a 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 Property 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, ground rents, leasehold rents or insurance premiums are increased, in accordance with the terms of the Loan Agreement.

3.10. Appointment of Special Servicer. (a) Situs Holdings, LLC is hereby appointed as the initial Special Servicer to service the Whole Loan while a Special Servicing Loan Event has occurred and is continuing and perform the other obligations of the Special Servicer hereunder.

(b) If there is a Special Servicer Termination Event with respect to the Special Servicer, the Special Servicer may be removed and replaced pursuant to Sections 7.1 and 7.2. The Trustee or the Certificate Administrator, as applicable, shall, promptly after receiving notice of any such Special Servicer Termination Event, notify the Servicer, the Trustee (in the case of the Certificate Administrator) and the Certificate Administrator (which shall post such notice on the Certificate Administrator’s Website in accordance with Section 8.14(b)), the Senior Companion Loan Holders and the 17g-5 Information Provider (which shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 8.14(b). 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, 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 a 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. 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 with respect to the Whole Loan, the Servicer shall immediately give notice thereof to the Special Servicer, the Trustee, and the Certificate Administrator and the Companion Loan Holders 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 File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the Whole 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 Business Days of the date that a Special

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Servicing Loan Event has occurred. The Servicer, in any event, shall continue to act as Servicer and administrator of the Whole Loan until the Special Servicer has commenced the servicing of the Whole Loan, upon the occurrence and during the continuation of a Special Servicing Loan Event, which commencement 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 to continue to remit all payments in respect of the Whole Loan to the Servicer. The Servicer shall forward any notices it would otherwise send to the Borrower under the Whole Loan to the Special Servicer who shall send such notice to the Borrower while a Special Servicing Loan Event has occurred and is continuing.

(d) Upon determining that a Special Servicing Loan Event is no longer continuing with respect to the Whole Loan, the Special Servicer shall promptly give notice thereof to the Servicer, the Trustee, the Certificate Administrator and the Companion Loan Holders, and upon giving such notice such Special Servicing Loan Event shall cease, the Special Servicer’s obligation to service the Whole Loan shall terminate and the obligations of the Servicer to service and administer the Whole 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 Whole 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 File” for inclusion in the Mortgage File (to the extent such documents are in the possession of the Special Servicer) and copies of any additional Whole Loan information, including correspondence with the Borrower, and the Special Servicer shall promptly provide copies of all of the foregoing to the Servicer as well as copies of any related analysis or internal review prepared by or for the benefit of the Special Servicer.

(f) During any period in which a Special Servicing Loan Event is continuing with respect to the Whole Loan, on the Determination Date, the Special Servicer shall deliver to the Servicer to the extent not included in the CREFC^® Special Servicer Loan File a written statement describing (i) the amount of all payments on account of interest received on the Whole Loan, the amount of all payments on account of principal received on the Whole Loan, the amount of Insurance Proceeds, Condemnation Proceeds and Net Liquidation Proceeds received, the amount of any Foreclosure Proceeds received with respect to the Property, 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 Whole Loan as the Servicer or the Certificate Administrator 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 Whole Loan and shall

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provide the Special Servicer with any information reasonably required by the Special Servicer to perform its duties under this Agreement.

(h) Within 60 days after a Special Servicing Loan Event occurs with respect to the Whole Loan, the Special Servicer shall prepare a report (the “Asset Status Report”) for the Whole Loan and the Property and deliver such report in electronic format to the Servicer, the Directing Holder (but only during any Subordinate Control Period or Subordinate Consultation Period), the Risk Retention Consultation Party (for so long as it is not a Borrower Related Party), the Companion Loan Holders (for so long as it is not a Borrower Related Party) and to the 17g-5 Information Provider in accordance with Section 8.14(b), (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)). Such Asset Status Report shall set forth the following information to the extent reasonably determinable:

(i) summary of the status of the Whole Loan and any negotiations with the Borrower;

(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 Whole Loan and whether outside legal counsel has been retained;

(iii) the most current rent roll and income or operating statement available for the Property;

(iv) the Special Servicer’s recommendations on how the Whole Loan might be returned to performing status or otherwise realized upon;

(v) the appraised value of the Property together with the assumptions used in the calculation thereof;

(vi) the status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect thereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional Loan Events of Default;

(vii) a description of any proposed or taken actions;

(viii) the alternative courses of action considered by the Special Servicer in connection with the proposed or taken actions;

(ix) the decision that the Special Servicer made or intends or proposes to make, including a narrative analysis setting forth the Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives; 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; and

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(x) 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 and 17g-5 Information Provider the Final Asset Status Report and to the Certificate Administrator a proposed notice to Certificateholders that will include a summary of the Final Asset Status Report in an electronic format (which shall be a brief summary of the current status of the Property, but will not include any information related to its workout strategy with respect to the Whole Loan), and the Certificate Administrator shall post such summary on the Certificate Administrator’s Website pursuant to Section 8.14(b) and (y) implement the Asset Status Report in the form delivered to the Certificate Administrator. The 17g-5 Information Provider shall post the Asset Status Report on the 17g-5 Information Provider’s Website. The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and, following the prompt delivery of such modified Asset Status Report to the 17g-5 Information Provider and a summary of the same to the Certificate Administrator, and each shall post the modified Asset Status Report and summary of the Final Asset Status Report thereof to its respective website pursuant to Section 8.14(b), shall implement such report.

Subject to the last paragraph of Section 9.3(a), during any Subordinate Control Period, if within 10 Business Days of receiving an Asset Status Report, the Directing Holder does not disapprove such Asset Status Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Status Report. If, during any Subordinate Control Period, the Directing Holder disapproves such Asset Status Report within 10 Business Days of receipt and the Special Servicer has not made the determination described below, the Special Servicer shall revise such Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later than 30 days after such disapproval, to the Directing Holder, the Servicer, the Trustee, the Certificate Administrator and the 17g-5 Information Provider (which shall promptly post such revised Asset Status Report on the 17g-5 Information Provider’s Website in accordance with Section 8.14(b)). During any Subordinate Control Period, the Special Servicer shall revise such Asset Status Report as described above in this Section 3.10(h) until the Directing Holder shall fail to disapprove such revised Asset Status Report in writing within 10 Business Days of receiving such revised Asset Status Report, until the Directing Holder’s approval is no longer required or until the Special Servicer makes the determination described below. Notwithstanding the foregoing, the Special Servicer (A) may, following the occurrence of an extraordinary event with respect to the Property or the Whole Loan or, if a failure to take any such action at such time would be inconsistent with Accepted Servicing Practices, take any action set forth in such Asset Status Report before the expiration of a 10 Business Day period and (B) shall implement the action recommended in the Asset Status Report if it makes a determination in accordance with Accepted Servicing Practices that such affirmative disapproval is not in the best interest of all the Certificateholders and the Companion Loan Holders; provided, however, that such Asset Status Report is not intended to replace or satisfy any other specific consent or approval right which the Directing Holder may have pursuant to Section 9.3.

The Special Servicer shall deliver to the Servicer, the Directing Holder (during any Subordinate Consultation Period) and the 17g-5 Information Provider (which shall promptly post the same to the 17g-5 Information Provider’s Website) and the Companion Loan Holders a

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copy of each Final Asset Status Report, in each case with reasonable promptness following the adoption thereof. The Special Servicer shall provide a summary of such report to the Certificate Administrator, and the Certificate Administrator shall post such summary to its Internet website.

After the termination of any Subordinate Control Period, the Directing Holder shall have no right to consent to any Asset Status Report under this Section 3.10(h) or otherwise direct the Servicer or Special Servicer. After the termination of any Subordinate Consultation Period, the Directing Holder (other than in its capacity as a Certificateholder) shall have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with respect to any matter set forth therein.

Notwithstanding anything herein to the contrary: (i) the Servicer and the Special Servicer shall have no right or obligation to consult with or to seek and/or obtain consent, approval or direction from any Directing Holder prior to or after acting or making any determination (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 Directing Holder and before a replacement is selected and/or identified; and (ii) no advice, direction or objection from or by the Directing Holder, as contemplated by Section 9.3 or pursuant to any other provision of this Agreement, as contemplated by this Agreement, may (and the applicable Servicer or Special Servicer may ignore and act without regard to any such advice, direction or objection that such Servicer or Special Servicer, as applicable, has determined, in its reasonable, good faith judgment, would): (A) require or cause such Servicer or Special Servicer, as applicable, to violate applicable law, the terms of the Loan Documents or this Agreement, including, as applicable, the Servicer’s or Special Servicer’s obligation to act in accordance with the Accepted Servicing Practices, (B) result in an Adverse REMIC Event or cause the Grantor Trust to fail to qualify as a “grantor trust” under the Code, (C) expose the Trust, the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Trustee or any of their respective Affiliates, members, managers, officers, directors, employees or agents, to any claim, suit or liability or (D) materially expand the scope of the Servicer’s, the Special Servicer’s, the Trustee’s or the 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 and, subject to the rights of the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) take any actions consistent with Section 3.24, Accepted Servicing Practices and the most recent Asset Status Report.

(j) In addition, during the continuance of a Special Servicing Loan Event, on the Determination Date the Special Servicer shall prepare and deliver to the Servicer the CREFC^® Special Servicer Loan File with respect to the Whole Loan.

3.11. Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall cause to be maintained by the Borrower (or if the Borrower fails to maintain such insurance in accordance with the Loan Agreement, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates, and to the extent the Trustee on behalf of the Trust Fund and the Companion Loan Holders, as mortgagee,

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has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained by the Borrower under the 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 Borrower to be in default with respect to the failure of the Borrower 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 and, during any Subordinate Control Period, the Directing Holder, have determined, on an annual basis, that such insurance is not required pursuant to the terms of the Loan Documents as in effect on the date thereof. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism insurance under the Loan Documents as in effect on the date thereof.

(b) The Special Servicer, consistent with Accepted Servicing Practices and the Loan Documents, shall cause to be maintained such insurance with respect to any Foreclosed Property as the Borrower is required to maintain with respect to the Property referred to in subsection (a) of this Section 3.11 or, at the Special Servicer’s election, coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect to any 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. Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a)) that is required to be maintained with respect to a Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates. 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 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 Property or the Foreclosed Property, 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 the Property or Foreclosed Property, if not borne by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or Special Servicer, as applicable, shall deposit in the Collection Account out of its own funds all sums that would have been deposited in the Collection Account but for such clause to the extent any such deductible exceeds the deductible limitation that pertains to the Whole Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices.

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(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 (rated by an insurance company that has claims paying ability ratings at least equal to “A3” by Xxxxx’x and its equivalent by Morningstar (if then rated by Morningstar) (or such other rating as to which a Rating Agency Confirmation has been obtained), covering its directors, officers, employees, 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 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 Whole 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. Each shall use efforts consistent with Accepted Servicing Practices 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 as described above. In lieu of the foregoing, but subject to this Section 3.11, the Servicer and the Special Servicer shall be entitled to self-insure with respect to such risks so long as it (or its immediate or ultimate parent) is rated at least at least “A3” by Xxxxx’x or at least its equivalent rating by Morningstar (if then rated by Morningstar).

(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 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, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator will make any such certificate of insurance available to the requesting Certificateholder.

3.12. Procedures with Respect to Defaulted Loan; Realization upon the Property. (a) Upon a Loan Event of Default, the Special Servicer on behalf of the Trust and the Companion Loan Holders (subject to the rights of the Risk Retention Consultation Party and Directing Holder during any Subordinate Control Period (and upon non-binding consultation with the Directing Holder and Risk Retention Consultation Party (unless it is a Borrower Related Party) during any Subordinate Consultation Period)), subject to the terms of the Loan Documents and the Co-Lender Agreement and consistent with Accepted Servicing Practices, shall promptly pursue the remedies set forth therein or otherwise available in accordance with Accepted Servicing Practices, including foreclosure or otherwise realization on the Property and the other collateral for the Whole Loan. In connection with any foreclosure, enforcement of the 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

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Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance, in which case it will be an expense of the Trust.

(b) Such proposed acceleration of the Whole Loan and/or foreclosure on the Property shall be taken unless the Special Servicer waives such Loan Event of Default (or modifies or amends the Whole Loan to cure the 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 Whole 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 Property, 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 damage done to the Property 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 the 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 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 determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance.

(d) Notwithstanding the foregoing, the Special Servicer may not foreclose on the Property on behalf of the Trust Fund and the Companion Loan Holders and thereby be the beneficial owner of the Property, or take any other action with respect to such item that would cause the Trustee, on behalf of the Certificateholders or Companion Loan Holders, to be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of the 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 Fund by an independent person who regularly conducts site assessments for purchasers of comparable properties (a copy of such report to be provided to the Trustee and the Companion Loan Holders by the Special Servicer), that (i) the Property is in compliance with applicable 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 to the 17g-5 Information Provider in electronic format (and the 17g-5 Information Provider shall make such report available on its website to the Rating Agency and NRSROs pursuant to Section 8.14(b)).

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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 Fund and the Companion Loan Holders (as a collective whole as if the Trust Fund and the Companion Loan Holders constituted a single lender) (as determined in accordance with Accepted Servicing Practices) to institute a foreclosure or take any other actions described in the immediately preceding paragraph, subject to the rights of the Directing Holder to consent to and/or consult and the right of the Risk Retention Consultation Party to consult in respect of such action, as applicable, pursuant to the terms hereof, the Special Servicer shall take such proposed action. The Special Servicer shall not foreclose upon or otherwise cause the Trust to acquire ownership of any Collateral other than the Property unless it receives an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance, in which case it shall be an expense of the Trust) to the effect that such acquisition will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC (other than a tax on “net income from foreclosure property” under Code Section 860G(c)) under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding.

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 determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance.

(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 determines that such Advance would constitute a Nonrecoverable Advance.

(f) Notwithstanding any provision herein to the contrary, the Special Servicer shall not hold for the benefit of the Certificateholders and the Companion Loan Holders any personal property 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 unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance in which case the cost of such Opinion of Counsel shall be treated as a reimbursable expense of the Servicer related to foreclosure) 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 at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding.

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(g) Notwithstanding any acquisition of title to the Property following a Loan Event of Default and cancellation of the Whole Loan, the Whole Loan shall be deemed to remain outstanding and held by the Trust Fund (in the case of the Trust Loan) and by the Companion Loan Holders (in the case of the Companion Loans) for purposes of the application of collections and shall be reduced only by collections net of expenses. For purposes of all calculations hereunder, so long as the Whole Loan shall be deemed to remain outstanding in accordance with the preceding sentence, (i) it shall be assumed that the unpaid principal balance of the Trust Loan and Companion Loans immediately after any discharge is equal to the unpaid principal balance of the Trust Loan and Companion Loans, as applicable, immediately prior to such discharge and (ii) Foreclosure Proceeds shall be applied as provided in Section 1.3(a).

3.13. Custodian to Cooperate; Release of Items in the Mortgage File. From time to time and as appropriate for the servicing of the Whole Loan or foreclosure of or realization on the Property, the Custodian shall, upon request of the Servicer or the Special Servicer and delivery to the Custodian of a request for release in the form of Exhibit B hereto, release or cause to be released any items from the Mortgage File to the Servicer or the Special Servicer, as the case may be, within the lesser of (i) seven calendar days and (ii) five Business Days of its receipt of the related request for release and shall execute such documents furnished to it as shall be necessary to the prosecution of any such proceedings. Such request for release shall obligate the Servicer or the Special Servicer to return such items to the Custodian when the need therefor by the Servicer or the Special Servicer no longer exists.

3.14. Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Certificateholders and the Companion Loan Holders 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 Holders of the Natixis Commercial Mortgage Securities Trust 2019-NEMA, Commercial Mortgage Pass-Through Certificates, Series 2019-NEMA or its nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders 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). 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 the Property, the expense of such consultation being treated as a Property Protection Advance, unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance in which case it shall be treated as a reimbursable expense of the Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall dispose of any Foreclosed Property held by the Trust Fund 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 12.2. Subject to Sections 12.2 and 3.14(d), the Special Servicer may hire on behalf of the Trust Fund and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Certificateholders and Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(viii), the Successor Manager

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shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(viii).

(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 a Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee and the Companion Loan Holders pursuant to Section 3.6.

(c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with a Foreclosed Property for the benefit of the Trust Fund and the Companion Loan Holders (as a collective whole as if the Trust Fund and the Companion Loan Holders constituted a single lender) on such terms as are appropriate and necessary for the efficient liquidation of such Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices. Without limiting the generality of the foregoing, the Special Servicer may retain an independent contractor to operate and manage the Foreclosed Property; provided, however, the retention of an independent contractor will not relieve the Special Servicer of its obligations hereunder with respect to the Foreclosed Property.

The Special Servicer shall deposit or cause to be deposited on a daily basis in the Foreclosed Property Account all revenues received with respect to the 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 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 determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance.

(d) The Special Servicer, in the name of the Trust Fund and the Companion Loan Holders, may (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that:

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(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 Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, for deposit into the Foreclosed Property Account, as soon as practicable but in no event later than the Business Day immediately following receipt; 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 Fund on behalf of the Certificateholders and the Companion Loan Holders with respect to the operation and management of any Foreclosed Property.

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 Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All Foreclosed Property Management Fees shall be an expense of the Trust Fund and allocated in accordance with the allocation provisions of the Co-Lender Agreement payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(viii). 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 Fund and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances.

(e) On or before the Determination Date, the Special Servicer shall withdraw from the Foreclosed Property Account and deposit into the Collection Account the proceeds and collections received or collected since the preceding Remittance Date through the Business Day prior to the Remittance Date on or with respect to any Foreclosed Property (including 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, 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 the Property is acquired by the Special Servicer for the benefit of the Certificateholders and the Companion Loan Holders 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 Fund and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall sell any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing Practices and the REMIC

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Provisions in a manner designed to preserve the capital of the Certificateholders and not with a view to the maximization of profit, but in no event later than the Rated Final Distribution Date in a manner provided under this Section 3.15.

(b) If the Special Servicer acquires any Foreclosed Property in the name of and on behalf of the Trust Fund and the Companion Loan Holders, the Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation thereof in accordance with Accepted Servicing Practices, all on terms and for such period as the Special Servicer deems to be in the best interest of the Certificateholders and the Companion Loan Holders, as a collective whole (as if such Certificateholders and the Companion Loan Holders constituted one lender) and consistent with the REMIC Provisions.

(c) Subject to the consent and non-binding consultation rights of the Directing Holder and the non-binding consultation rights of the Risk Retention Consultation Party to the extent set forth in this Agreement, the Special Servicer shall accept the highest cash bid for any Foreclosed Property received from any person. However, in no event may such bid be less than an amount at least equal to the Repurchase Price related to such Foreclosed Property through the date of sale and all reasonably estimated liquidation expenses. In the absence of any such bid, the Special Servicer shall accept the highest cash bid which it determines is a fair price based on Appraisals obtained within the last 9 months. If the highest bidder is the Borrower, an affiliate of the Borrower, the Servicer, the Special Servicer, any Certificateholder (or any of their respective Affiliates), the Trustee shall determine the fairness of the highest bid based upon an independent Appraisal; provided that if the Trustee is required to determine whether a cash offer by an Interested Person 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 years’ experience in valuation of or investment in loans similar to the Whole Loan, 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 Whole Loan; 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 determination that such amounts are not Nonrecoverable Advances, and then as an expense of the Trust Fund. Notwithstanding the foregoing, but, during any Subordinate Control Period, subject to the consent rights of the Directing Holder and the non-binding consultation rights of the Risk Retention Consultation Party set forth in Section 9.3 herein, 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 Holders (as a collective whole, as if such Certificateholders and the Companion Loan Holders 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 Holders (as a collective whole, as if such Certificateholders and the Companion Loan Holders constituted a single lender). For avoidance of doubt, the Directing Holder and the Risk Retention Consultation Party may submit bids on any Foreclosed Property in the same manner and at the same time and

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place as any other bidder. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Foreclosed Property.

(d) Subject to the provisions of Sections 3.14 and 12.2, the Special Servicer shall act on behalf of the Trust Fund and the Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of any Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be without recourse to the Trustee, the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Trust Fund, the Companion Loan Holders or the Certificateholders (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 Fund) and if consummated in accordance with the terms of this Agreement, none of the Trustee, the Depositor, the Certificate Administrator, the Companion Loan Holders, the Servicer or the Special Servicer shall have any liability to any Certificateholder 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 any Foreclosed Property, if not previously included in a CREFC^® Report provided by the Servicer or the Special Servicer, the Special Servicer shall provide to the Servicer, the Trustee, the Certificate Administrator and the Companion Loan Holders a statement of accounting for such Foreclosed Property, including, without limitation, (i) the date such 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 Loan Principal Balance of such Foreclosed Property, calculated from the date of acquisition to the disposition date, and (v) such other information as the Trustee, the Certificate Administrator or the Companion Loan Holders may reasonably request.

(g) The Special Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Whole Loan required by Section 6050P of the Code.

3.16. Sale of Defaulted Loan.

(a) (i) Within 60 days after the occurrence of a Special Servicing Loan Event with respect to the Trust Loan, the Special Servicer shall order (but shall not be required to have received) an Appraisal for the Property. The Special Servicer shall promptly notify in writing the Servicer, the Trustee, the Certificate Administrator, the Companion Loan Holders, the Risk Retention Consultation Party and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) of the occurrence of such Special Servicing Loan Event. Upon delivery by the Special Servicer of the notice described in the preceding sentence, and subject to the right of the holder of Note B-2 (if a Note B-2 Control Appraisal Period is not continuing), or the right of the holder of Note B-1 (if a Note B-2 Control Appraisal Period is

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continuing, but a Note B-1 Control Appraisal Period is not continuing), as applicable, to consent to a Major Decision and the Directing Holder under Section 9.3, the Special Servicer may offer to sell to any Person the Whole Loan or may offer to purchase the Whole 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 Holders (as a collective whole as if such Certificateholders and Companion Loan Holders constituted a single lender) on a net present value basis. The Special Servicer shall provide the Trustee, the Certificate Administrator, the Companion Loan Holders, the Risk Retention Consultation Party (unless it is a Borrower Related Party) and the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period) not less than five Business Days’ (and with regard to the Junior Companion Loan Holders, 15 Business Days) prior written notice of its intention to sell the Whole 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 Whole Loan in an amount at least equal to the related Repurchase Price or, at its option, if it has received no offer at least equal to the related Repurchase Price therefor, purchase the Whole Loan at the related Repurchase Price. Any Appraisal obtained pursuant to this Section 3.16 will be delivered by the Special Servicer to the Certificate Administrator in electronic format and the Certificate Administrator shall make such Appraisal available to Privileged Persons pursuant to Section 8.14(b). The Companion Loans shall be sold together with the Whole 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 related Repurchase Price (or purchase by the Special Servicer for such price), 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 Defaulted Loan, if the highest cash offeror is the Depositor, the Servicer, the Special Servicer, a Holder of 50% or more of the Controlling Class, the Directing Holder, the Risk Retention Consultation Party, the Certificate Administrator, the Borrower, any property manager, any independent contractor engaged by the Special Servicer, any Companion Loan Holder or any known affiliate of any of the foregoing (any such person, an “Interested Person”), then the Trustee (based upon, among other things, the Appraisal 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 and such determination shall be binding upon all parties; provided that if the Trustee is required to determine whether a cash offer by an Interested Person 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 years’ experience in valuation of or investment in loans similar to the Defaulted Loan, 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 Defaulted Loan; 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 determination that such amounts are not Nonrecoverable Advances, and then as an expense of the Trust. Neither the Trustee, in

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its individual capacity, nor any of its Affiliates may make an offer for or purchase the Defaulted Loan. For avoidance of doubt, the Directing Holder and the Risk Retention Consultation Party may submit bids on the defaulted Loan in the same manner and at the same time and place as any other bidder.

(iii) The Special Servicer shall not be obligated to accept the highest cash 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 Holders (as a collective whole, giving due regard to the relative subordination of the Trust A-B Note and the Non-Trust B Notes). In addition, the Special Servicer may accept a lower cash offer if it determines, in accordance with Accepted Servicing Practices, that the acceptance of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders (as a collective whole as if such Certificateholders and the Companion Loan Holders constituted as single lender); 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 efforts consistent with Accepted Servicing Practices to sell the Defaulted Loan prior to the Rated Final Distribution Date.

(iv) Unless and until the Defaulted Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such other resolution strategies with respect to the Defaulted Loan, including, without limitation, workout and foreclosure, as the Special Servicer may deem appropriate, consistent with the Asset Status Report, Accepted Servicing Practices and the REMIC Provisions.

(b) Any sale of the Defaulted Loan by the Special Servicer shall be subject to the Directing Holder’s consent and non-binding consultation rights and the Risk Retention Consultation Party’s non-binding consultation rights as described in Section 9.3 herein.

(c) The right of the Special Servicer to purchase or sell the Defaulted 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 Defaulted Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further force or effect) if the Defaulted Loan is no longer delinquent as a result of any of the following: (i) the Special Servicing Loan Event has ceased pursuant to the terms of this Agreement, (ii) the Defaulted Loan has become subject to a fully executed agreement reflecting the terms of a workout arrangement or (iii) the Defaulted Loan has otherwise been resolved (including by a full or discounted pay-off).

(d) Any sale of the Defaulted Loan pursuant to Section 3.16(a) shall be for cash only.

(e) The Special Servicer shall have the obligation to sell the Defaulted Loan (including the Companion Loans) pursuant to the terms of the Co-Lender Agreement as if the Trust Loan and the Companion Loans were one whole loan on behalf of the Certificateholders and the Companion Loan Holders. The Special Servicer shall provide notice to the Companion Loan Holders or, if applicable, the applicable Other Special Servicer (if any) as soon as

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practicable following its decision to attempt to sell, and prior to the commencement of marketing of, the Companion Loans.

3.17. Servicing Compensation. (a) The Servicer shall be entitled to receive the Servicing Fee with respect to the Whole Loan and Foreclosed Property payable monthly out of the Collection Account from payments of interest on the Whole Loan or Foreclosure Proceeds allocable as interest on such Foreclosed Property, as the case may be in accordance with and subject to Section 3.4(c)(ii). The Servicer shall be entitled to retain as compensation any late payment charges and certain other customary charges and fees to the extent described below, as 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 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 in connection with its servicing obligations hereunder (the “Servicer Customary Expenses”). So long as no Special Servicing Loan Event has occurred and is continuing, the Servicer shall also be entitled to retain certain other customary charges and fees including any late payment charges (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 not applied pursuant to Section 3.4(c)), assumption fees (except as otherwise provided in the Co-Lender Agreement)), Default Interest (to the extent not applied pursuant to Section 3.4(c) (except as otherwise provided in the Co-Lender Agreement)), assumption application fees, substitution fees, defeasance fees, Modification Fees, consent fees (subject to the fourth paragraph of this Section 3.17), loan service transaction fees, insufficient funds fees and similar fees and expenses 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 Loan Documents and the Co-Lender Agreement and this Agreement (in each case, to the extent actually received from the Borrower), release fees and any income earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in the Collection Account, the Companion Loan Account and any Reserve Accounts (to the extent not payable to the Borrower) to the extent provided for in this Agreement (“Additional Servicing Compensation”); 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 Whole Loan, with respect to which a default thereunder or Loan Event of Default is continuing unless and until such default or Loan Event of Default has been cured and all delinquent amounts due with respect to the Whole Loan have been paid and all interest on Advances has been paid.

If a Special Servicing Loan Event occurs and is continuing with respect to the Whole Loan, the Special Servicer shall be entitled to receive a Special Servicing Fee with respect to the Whole Loan for so long as such Special Servicing Loan Event continues as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (ii) overhead expenses of the Special Servicer including but not limited to those

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which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer in connection with its servicing obligations hereunder (the “Special Servicer Customary Expenses”). If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Borrower negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on all payments of principal and interest made on the Whole Loan following such written agreement for so long as another Special Servicing Loan Event does not occur with respect to the Whole Loan. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into and before or after the Special Servicing Loan Event is terminated, it shall retain the right to receive any and all Work-out Fees on all payments of principal and interest (other than at the Default Rate) made on the Whole Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur with respect to the Whole Loan and the successor Special Servicer shall have no rights with respect to such Work-out Fee. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to each Liquidated Property, the liquidation of the Whole Loan or a Note (whether through sale, discounted payoff or other liquidation), as to which the Special Servicer receives Net Liquidation Proceeds, except that no Liquidation Fee shall be payable in connection with (a) a repurchase of the Trust Loan by the Loan Seller pursuant to the Loan Purchase Agreement (so long as such repurchase occurs within the 90 day time period required by the Loan Purchase Agreement including any applicable extended cure periods), (b) the sale of the Whole Loan to the Servicer, the Special Servicer, the Directing Holder or any of their affiliates pursuant to Section 3.16 hereof if such sale occurred within 90 days after the transfer of the Whole Loan to the Special Servicer or (c) the purchase of the Trust Loan by a Junior Companion Loan Holder within 90 days following the date such holder received notice of the first purchase option event triggering its right to purchase the Trust Loan (it being acknowledged that if a later purchase option notice is issued as a result of another purchase option trigger event arising out of substantially the same facts and circumstances, this clause (d) shall be inoperative). The Liquidation Fee shall be payable from, and shall be calculated using, the related Net Liquidation Proceeds, subject to a cap of $1,000,000. Each of the foregoing fees shall be payable from funds on deposit in the Collection Account as provided in Section 3.4(c). With respect to the Whole Loan for which a Special Servicing Loan Event is continuing, the Special Servicer shall also be entitled to retain as additional servicing compensation any late payment fees (to the extent not applied pursuant to Section 3.4(c)), (except as otherwise provided in the Co-Lender Agreement) Default Interest (to the extent not applied pursuant to Section 3.4(c)), (except as otherwise provided in the Co-Lender Agreement) assumption fees, assumption application fees, substitution fees, Modification Fees, loan service transaction fees, consent fees (subject to the second paragraph below) and similar fees and expenses to the extent, with respect to any such amounts, collected (to the extent permitted by (or not otherwise prohibited by) and allocated to such amounts in accordance with the terms of the Loan Documents or the Co-Lender Agreement or this Agreement, and any income earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in the Foreclosed Property Account to the extent provided in this Agreement

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(“Additional Special Servicing Compensation”). Notwithstanding the foregoing, in the event that the Whole Loan has become a Specially Serviced Loan solely due to the failure to make the Balloon Payment and the Whole Loan is refinanced on or before the date that is four months after the Maturity Date, the Special Servicer shall be entitled to collect a Liquidation Fee or Work-out Fee only from the Borrower and shall not otherwise be entitled to deduct a Liquidation Fee from amounts due to the Certificateholders or the Companion Loan Holders.

Notwithstanding anything herein to the contrary, with respect to the Whole Loan and any Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee with respect to the Whole Loan, but not both.

The Special Servicer shall also be entitled, if the Whole Loan is a Specially Serviced Loan, to 100% of the consent fees or Modification Fees, and if the Whole Loan is not a Specially Serviced Loan, 50% of the consent fees or Modification Fees that are paid in connection with a consent or modification that the Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement, in each case, to the extent that such consent fee or Modification Fee is actually collected on the Whole Loan.

The Servicer and the Special Servicer shall each have the right in its sole discretion, but not any obligation, to reduce or elect not to charge its respective percentage interest in any fee or payment payable to such party; provided, however without the consent of the affected party, (x) neither the Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the percentage interest of any fee due to the other and (y) to the extent either of the Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective percentage interest in any fee, the party that reduced or elected not to charge such fee shall not have any right to share in any portion of the other party’s fee. For the avoidance of doubt, if the Servicer decides not to charge any fee, the Special Servicer shall still be entitled to charge the portion of the related fee the Special Servicer would have been entitled to if the Servicer had charged a fee and the Servicer shall not be entitled to any of such fee charged by the Special Servicer.

Notwithstanding any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement for an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the amount of such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust Fund by the Borrower (to the extent the Borrower is required to do so under the Loan Agreement); (ii) failure of the Borrower to reimburse for such payment constitutes a Loan Event of Default; (iii) such expense would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses and the Special Servicer Customary Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly described herein as an expense of the Trust Fund or as an Advance.

Except as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive all or any portion of the Servicing Fee (or the

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Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or other servicing compensation provided for herein shall be made, and any such attempted transfer, sale, pledge or other disposition shall be void, unless such transfer is made to a successor Servicer or successor Special Servicer, as applicable, in connection with the assumption by such successor of the duties hereunder pursuant to Section 7.2.

KeyBank National Association and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), to any QIB or Institutional Accredited Investor (other than a Benefit Plan); provided that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form attached as Exhibit M-6 hereto, and (iii) the prospective transferee shall have delivered to KeyBank National Association and the Depositor a certificate substantially in the form attached as Exhibit M-7 hereto. None of the Depositor, the Trustee or the Certificate Administrator is obligated to register or qualify an Excess Servicing Fee Right under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification. KeyBank National Association and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and KeyBank National Association hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Initial Purchasers, the Trustee, the Servicer and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose such information in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. Following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right or the termination of KeyBank National Association as the Servicer, the Person then acting as the Servicer, shall pay, out of each amount paid to such Servicer as Servicing Fees, the related Excess Servicing Fees to the holder of such Excess Servicing Fee Right within one Business Day following the payment of such Servicing Fees to such Servicer, in each case in accordance with payment instructions provided by such holder in writing to such Servicer. The holder of an Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Depositor, the Special Servicer or the Trustee shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right.

As compensation for its activities hereunder, on each Distribution Date the Certificate Administrator shall be entitled to the Certificate Administrator Fee and the Trustee

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shall be entitled to the Trustee Fee. Except as otherwise provided herein (i) the Certificate Administrator’s fee includes all overhead expenses of the Certificate Administrator and the Authenticating Agent and (ii) the Trustee Fee includes all overhead expenses of the Trustee. Each of the Trustee’s and Certificate Administrator’s rights to the Certificate Administrator Fee and the Trustee Fee, as applicable, may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement.

The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) from any Person (including, without limitation, the Trust, the Borrower, the Borrower Sponsor, any property manager or indemnitor in respect of the Whole Loan and any purchaser of the Whole Loan or Foreclosed Property) in connection with the disposition or workout of the Whole Loan, the management or disposition of the Foreclosed Property, or the performance of any other special servicing duties under this Agreement, other than as expressly provided in this Section 3.17 provided, however, that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.

3.18. Reports to the Certificate Administrator; Account Statements. (a) The Servicer shall prepare, or cause to be prepared, and deliver to the Certificate Administrator, the 17g-5 Information Provider and the Companion Loan Holders, in an electronic format reasonably acceptable to the Certificate Administrator, consistent with Accepted Servicing Practices, not later than 3:00 p.m. (New York time) on the Remittance Date after the first Distribution Date, all CREFC^® Reports (except the CREFC^® Bond Level File, the CREFC^® Loan Periodic Update File, the CREFC^® Collateral Summary File, the CREFC^® Special Servicer Loan File, the CREFC^® Operating Statement Analysis Report and the CREFC^® NOI Adjustment Worksheet).

The CREFC^® Loan Periodic Update File shall be delivered to the Certificate Administrator by the Servicer no later than 2:00 p.m. (New York time) two Business Days preceding each Distribution Date.

The CREFC^® Operating Statement Analysis Report and the CREFC^® NOI Adjustment Worksheet shall be delivered to the Certificate Administrator by the Servicer in an electronic format mutually agreed to by the Servicer and the Certificate Administrator on a calendar quarterly basis within 30 days after the Servicer’s receipt of the Borrower’s quarterly financials (commencing within 30 days of the receipt of the Borrower’s financials for the quarter ending June 30, 2019 and annually within 30 days after receipt of the Borrower’s annual financials (commencing within 30 days of receipt of the Borrower’s annual financials for the year ending December 31, 2019.

Notwithstanding anything herein to the contrary, the Servicer shall deliver the CREFC^® Operating Statement Analysis Report and the CREFC^® NOI Adjustment Worksheet to the Certificate Administrator on a monthly basis not later than 5:00 p.m. (New York time) on the Business Day immediately preceding each Distribution Date; provided, however, that the Servicer shall have no obligation to update such reports except as set forth in the immediately

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preceding paragraph and no analysis or update shall be required to the extent such analysis or update is not required to be provided under the then current applicable CREFC^® guidelines. With respect to the Companion Loans, the Servicer shall (no later than the time(s) that it or any portion thereof is made available to the Certificate Administrator) make available to the Companion Loan Holders (if such Companion Loan Holder is not the Borrower or an Affiliate thereof) or, if a Companion Loan is securitized, the respective Other Servicer, the CREFC^® Investor Reporting Package (excluding any templates) pursuant to the terms of this Agreement on a monthly basis. The Special Servicer shall provide any templates relating to the Companion Loans included in the CREFC^® Investor Reporting Package and prepared by the Special Servicer pursuant to the terms hereof to the Servicer promptly upon reasonable request. The Servicer shall provide any templates relating to the Companion Loans included in the CREFC^® Investor Reporting Package (with respect to templates required to be prepared by the Special Servicer pursuant to the terms hereof, to the extent received) to the Other Servicer upon reasonable request.

(b) The Servicer shall furnish to the Certificate Administrator and the 17g-5 Information Provider, which shall post them to its website pursuant to Section 8.14(b), in electronic format the CREFC^® Reports produced by it pursuant to this Agreement not later than the time period specified in Section 3.18(a).

(c) The Servicer shall produce the reports described in this Section 3.18 solely from information provided to the Servicer by the Borrower pursuant to the Loan Agreement (without modification, interpretation or analysis) or by the Special Servicer, Loan Seller or Depositor pursuant to this Agreement. None of the Trustee, the Certificate Administrator, any Companion Loan Holder, the Servicer or the Special Servicer shall be responsible for the completeness or accuracy of such information (except that the Servicer shall use efforts consistent with Accepted Servicing Practices to correct patent errors).

(d) With respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Certificate Administrator, without charge and within two Business Days following the related Determination Date, an electronic report that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period.

3.19. [Reserved]

3.20. [Reserved]

3.21. Access to Certain Documentation Regarding the Trust Loan and Other Information. (a) Upon reasonable advance notice, the Certificate Administrator shall provide reasonable access during its normal business hours at its Corporate Trust Office to certain reports and to information and documentation in its possession regarding the Trust Loan to any Privileged Person (other than the Rating Agencies). With respect to the Borrower and any Affiliate thereof, such information is limited to the Distribution Date Statement, and shall require the delivery of an Investor Certification in the form of Exhibit J-2 hereto.

(b) Upon request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional

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information requested by the Depositor or the Rating Agencies (including without limitation pursuant to clause (a) above) to the extent such information is delivered to the 17g-5 Information Provider electronically in accordance with Section 8.14(b). In no event shall the 17g-5 Information Provider disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such additional information.

(c) If any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any party in connection with any third party due diligence services such party may have provided with respect to the Trust Loan (“Due Diligence Service Provider”), such receiving party shall promptly forward such Form ABS Due Diligence-15E to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website. The 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any Form ABS Due Diligence-15E it receives directly from a Due Diligence Service Provider or from another party to this Agreement, promptly upon receipt thereof.

3.22. Inspections. The Servicer shall inspect or cause to be inspected the Property not less frequently than once each year commencing in 2020, so long as a Special Servicing Loan Event is not then continuing; provided, however that the Servicer will not be required to inspect the Property if it has been inspected in the previous 12 months. The Special Servicer shall inspect or cause to be inspected the Property as soon as practicable following the occurrence of a related Special Servicing Loan Event and annually for so long as a Specially Serviced Loan Event is continuing. The Servicer or the Special Servicer, as applicable, shall further inspect, or cause to be inspected, the Property whenever it receives information that the Property has been materially damaged, left vacant, or abandoned, or if waste is being committed thereto. All such inspections shall be performed in such manner as shall be consistent with Accepted Servicing Practices. The cost of the annual inspections referred to in the first sentence of this paragraph shall be an expense of the Servicer; the cost of all additional inspections referred to in this paragraph shall be a Trust Fund Expense and if paid by the Servicer shall constitute a Property Protection Advance or an Administrative Advance. The Servicer or Special Servicer, as the case may be, shall prepare a written report of inspection and deliver it to the Certificate Administrator, the 17g-5 Information Provider and the Companion Loan Holders in electronic format. The Certificate Administrator shall post such report on the Certificate Administrator’s Website, pursuant to Section 8.14(b).

3.23. Advances. (a) In the event that a Monthly Payment (other than any Balloon Payment or any Default Interest, but including any Assumed Monthly Payment) or any portion of a Monthly Payment (or Assumed Monthly Payment, as applicable) representing interest and/or principal, if any, on the Trust Loan has not been received by the Business Day immediately prior to the Remittance Date, the Servicer, subject to its determination that such amounts are not Nonrecoverable Advances, shall make an advance on such Remittance Date to the Distribution Account, in an amount equal to the Monthly Payment (or Assumed Monthly Payment, as applicable) or any such portion of such Monthly Payment (or Assumed Monthly Payment, as applicable) on the Trust Loan that was delinquent as of the close of the Business Day immediately prior to such Remittance Date (net of the Servicing Fee with respect to the Trust Loan, which shall not be paid to the Servicer until funds in the Collection Account are available for payment of such fee); provided that neither the Servicer nor any other party shall be entitled to interest accrued on the amount of any Monthly Payment Advance with respect to the

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Trust Loan if the related Monthly Payment (or, if applicable, the Assumed Monthly Payment) in respect of the Trust Loan is received by the Servicer or the Certificate Administrator, as applicable, by 2:00 p.m., New York time, on such Remittance Date. (For the avoidance of doubt, neither the Trustee nor the Servicer will have any obligation to make any principal and/or interest debt service advances with respect to any Companion Loan). The Servicer shall also advance in respect of each Loan Payment Date following a delinquency in the payment of any Balloon Payment of the Trust Loan or a foreclosure (or acceptance of a deed in lieu of foreclosure or comparable conversion) of the Whole Loan, not later than the related Remittance Date, to the Distribution Account, the amount of any Assumed Monthly Payment deemed due with respect to the Trust Loan on such Loan Payment Date. For the avoidance of doubt, in the event that the amount of interest and principal, if any, due on the Trust Loan is reduced as a result of any modification to the Trust Loan, any future Monthly Payment Advance made with respect to the modified Trust Loan shall be in such amounts as may be required as a result of such reduction. Notwithstanding anything to the contrary herein and subject to the determination of non-recoverability provided in this Section 3.23, in the event that the Property becomes a Foreclosed Property, the Servicer shall continue to make advances as required pursuant to this Section 3.23(a) with respect to each Loan Payment Date following such event in an amount equal to the Monthly Payment or the Assumed Monthly Payment, as applicable, due or deemed due with respect to the Trust Loan on such Loan Payment Date, as if the Property had not become a Foreclosed Property and the Trust Loan continued to be outstanding. If and to the extent such information is not already included in the Distribution Date Statement for the month in which such Monthly Payment Advance is made, the Servicer shall notify each Other Servicer, Other Special Servicer and Other Trustee of the amount of any Monthly Payment Advance made pursuant to this Section 3.23(a) within two Business Days of making such advance. The Servicer shall maintain a record of each Monthly Payment Advance it has made pursuant to this Section 3.23(a) on the Trust Loan and shall notify the Certificate Administrator thereof in the appropriate CREFC^® Reports in order to permit allocation thereof pursuant to Sections 3.4 and 3.5. In the event that the Servicer does not remit any amounts required to be remitted to the Certificate Administrator on each Remittance Date (including any amounts required to be remitted pursuant to Section 3.5 and any required Monthly Payment Advance) to the Certificate Administrator for deposit in the Distribution Account on the Remittance Date, the Servicer shall pay to the Certificate Administrator interest on such amounts at the federal funds rate for the period from and including the Remittance Date to but excluding the Distribution Date or, if earlier, the actual remittance date.

At any time that an Appraisal Reduction Amount exists with respect to the Trust Loan, the amount that would otherwise be required to be advanced by the Servicer in respect of delinquent payments of interest on the Trust Loan shall be reduced by multiplying such amount by a fraction, the numerator of which is the then outstanding principal balance of the Trust Loan minus the Appraisal Reduction Amount allocated to the Trust Loan and the denominator of which is the then outstanding principal balance of the Trust Loan.

Notwithstanding the foregoing, at no time shall the Servicer or the Trustee be required to make a Monthly Payment Advance as described in this Section 3.23(a) with respect to the Trust Loan if it has been repurchased from the Trust Fund by the Loan Seller as contemplated in Section 2.8(b).

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(b) Subject to Section 3.23(e), the Servicer shall advance, to the extent it determines that such amount is not non-recoverable, all customary and reasonable out-of-pocket costs and expenses incurred by the Servicer or the Special Servicer in the performance of its servicing obligations, including, but not limited, to the costs and expenses incurred in connection with (i) the preservation, restoration, operation and protection of the Property which, in the Servicer’s sole discretion, exercised in accordance with Accepted Servicing Practices, are necessary to prevent an immediate or material loss to the Trust Fund’s interest in the Property, (ii) the payment of (A) real estate taxes, assessments and governmental charges that may be levied or assessed against the Borrower or any of its Affiliates or the Property or revenues therefrom or which become liens on the Property, (B) insurance premiums and (C) the out-of-pocket costs and expenses of the Servicer or the Special Servicer, as applicable (including, without limitation, reasonable attorneys’ fees and expenses) to the extent not paid by the Borrower that are incurred in connection with a sale of the Whole Loan, the negotiation of a workout of the Whole Loan, an assumption of the Whole Loan or a release of the Property from the lien of the Mortgage, (iii) any enforcement or judicial proceedings, including foreclosures and including, but not limited to, court costs, attorneys’ fees and expenses and costs for third party experts, including Independent Appraisers, environmental and engineering consultants, and (iv) the management, operation and liquidation of the Property if the Property is acquired by the Special Servicer or its Affiliate in the name of the Trustee for the benefit of the Certificateholders and the Companion Loan Holders (collectively, “Property Protection Advances”). In addition, subject to Section 3.23(e), the Servicer shall advance Borrower Reimbursable Trust Fund Expenses to the extent not otherwise covered by any Property Protection Advance (collectively, “Administrative Advances”). (For the avoidance of doubt, neither the Servicer nor the Trustee shall have any obligation to make any Administrative Advance or Monthly Payment Advances with respect to the Companion Loans). During the continuation of a Special Servicing Loan Event, the Special Servicer shall give the Servicer and the Trustee not less than five Business Days’ written notice before the date on which the Servicer is requested to make any Property Protection Advance with respect to the Whole Loan or Foreclosed Property; provided, however, that only three Business Days’ written notice shall be required in respect of Property Protection Advances required to be made on an urgent or emergency basis (which may include, without limitation, Property Protection Advances required to make tax or insurance payments). In addition, the Special Servicer shall provide the Servicer with such information in its possession as the Servicer may reasonably request to enable the Servicer to determine whether a requested Property Protection Advance would constitute a Nonrecoverable Advance. Notwithstanding anything herein to the contrary, if the Special Servicer requests that the Servicer make an Advance, the Servicer may conclusively rely on such request as evidence that such advance is not a Nonrecoverable Advance.

With respect to the payment of insurance premiums and delinquent tax assessments, in the event that the Servicer determines that a Property Advance of such amounts would constitute a Nonrecoverable Advance, the Servicer shall deliver notice of such determination to the Trustee, the Certificate Administrator and the Special Servicer. The Servicer (with respect to the Whole Loan while it is not a Specially Serviced Loan) and the Special Servicer (with respect to the Specially Serviced Loan or Foreclosed Property) shall determine (in the case of the Special Servicer, with the reasonable assistance of the Servicer, if applicable) whether the payment of such amount (i) is necessary to preserve the Property and (ii) would be in the best interests of the Certificateholders and the Companion Loan Holders, as a

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collective whole (taking into account the relative subordination of the Trust A-B Note and the Non-Trust B Notes) as if such Certificateholders and the Companion Loan Holders constituted a single lender. If the Servicer or the Special Servicer, as applicable, determines that the payment of such amount (i) is necessary to preserve the Property and (ii) would be in the best interests of the Certificateholders and the Companion Loan Holders, the Special Servicer (in the case of a determination by the Special Servicer with respect to the Specially Serviced Loan) shall direct the Servicer in writing to make such payment and the Servicer shall make such payment, to the extent of available funds, from amounts in the Collection Account.

(c) To the extent the Servicer fails to make an Advance that it is required to make under this Agreement, the Trustee shall be required to make such Advance pursuant to Section 7.6. It is understood that the obligation of the Servicer and the Trustee (pursuant to Section 7.6) to make such Advances is mandatory, subject to the limitations set forth in this Agreement, and shall continue to apply with respect to the Trust Loan or the Whole Loan, as applicable, after any modification or amendment of the Trust Loan or the Whole Loan, as applicable, pursuant to Section 3.24 hereof, beyond the Maturity Date of the Trust Loan or the Whole Loan, as applicable, if a payment default shall have occurred on such date and through any court appointed stay period or similar payment delay resulting from any insolvency of the Borrower or related bankruptcy, notwithstanding any other provision of this Agreement, other than the requirement of recoverability, and shall continue, subject to the requirement of recoverability, until the earlier of (i) the payment in full of the Trust Loan or the Whole Loan, as applicable, and (ii) the date on which the Property becomes liquidated.

(d) Interest on each Advance made by the Servicer or the Trustee shall accrue for each day that such Advance is outstanding at a rate of interest equal to the Prime Rate (the “Advance Rate”) for each such day (or the most recent day on which the Prime Rate was reported, if not reported on such day) (and with respect to Senior Companion Loan Advances, the rate set forth in the related Senior Companion Loan Pooling and Servicing Agreement) on the basis of a year of 360 days and the actual number of days elapsed in a month. If the context requires, each reference to the reimbursement or payment of an Advance also includes, whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance Rate through but excluding the date of payment or reimbursement. Interest on Advances, if unreimbursed, shall compound annually.

(e) Notwithstanding any other provision in this Agreement, the Servicer or the Trustee shall be obligated to make an Advance only to the extent that the Servicer or the Trustee, as applicable, has determined that such Advance, together with interest thereon at the Advance Rate, would not constitute a Nonrecoverable Advance if made. The Trustee and the Servicer, in that order, shall be entitled to reimbursement for any such Advances from the Collection Account and shall obtain such reimbursement in accordance with Section 3.4(c). If the context requires, each reference to the reimbursement or payment of an Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance Rate through but excluding the date of payment or reimbursement.

(f) The determination by the Servicer or the Trustee that it has made a Nonrecoverable Advance or that any proposed Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced by the delivery of an Officer’s Certificate to (i) the

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Certificate Administrator, (ii) the Trustee in electronic format (if such determination is made by the Servicer), (iii) the Servicer (if such determination is made by the Trustee), (iv) the Special Servicer, (v) the Companion Loan Holders, (vi) the Directing Holder (during any Subordinate Control Period or Subordinate Consultation Period), (vii) the Senior Companion Loan Holders and (viii) any Other Servicer, Other Special Servicer and Other Trustee under each related Other Pooling and Servicing Agreement (for purposes of clause (vii) and clause (viii) only, promptly and in any event within two Business Days after such determination or such longer time period permitted by the Co-Lender Agreement) detailing the reasons for such determination with supporting documents attached. Such Officer’s Certificate shall be made available to any Privileged Person by the Certificate Administrator by posting such officer’s certificate to the Certificate Administrator’s Website in accordance with Section 8.14(b). The costs of any appraisals, reports or surveys and other information requested by the Servicer or the Trustee establishing an Advance as a Nonrecoverable Advance shall be treated as Trust Fund Expenses (and such expense shall be allocated in accordance with the allocation provisions of the Co-Lender Agreement), payable from the Collection Account pursuant to Section 3.4(c), and shall constitute a Property Protection Advance or Administrative Advance, as applicable, if paid by the Servicer or the Trustee from its funds. Subject to Section 6.3, the Servicer’s determination of nonrecoverability in accordance with Accepted Servicing Practices and the above provisions shall be conclusive and binding on the Trustee and the Trustee shall be entitled to rely conclusively thereupon. The Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable Advance, shall make such determination in its reasonable business judgment.

(g) With respect to the Whole Loan, the Servicer and the Trustee are not obligated to advance or pay (i) the principal portion of any Balloon Payment with respect to the Trust Loan or Companion Loans (but are obligated to advance the related Assumed Monthly Payment in respect of the Trust Loan only in accordance with the terms of this Agreement), (ii) any Default Interest, (iii) amounts required to cure any damages resulting from Uninsured Causes (except as required pursuant to Section 3.12(c)), any failure of the Property to comply with any applicable law, including any environmental law, or (except in connection with the foreclosure or other acquisition of the Property in accordance with Section 3.12 upon the occurrence of a Loan Event of Default) to investigate, test, monitor, contain, clean up, or remedy an environmental condition present at the Property, (iv) any losses arising with respect to defects in the title to the Property, (v) any costs of capital improvements to the Property other than those necessary to prevent an immediate or material loss to the Trust’s interest in the Property, (vi) any administrative advances with respect to the Companion Loans or (vii) subordinated obligations, including the Junior Companion Loans.

3.24. Modifications of Loan Documents. (a) (i) The Servicer (if no Special Servicing Loan Event has occurred and is continuing) or the Special Servicer (if a Special Servicing Loan Event has occurred and is continuing) may, subject to the rights of the Directing Holder, during any Subordinate Control Period or Subordinate Consultation Period, and of the Risk Retention Consultation Party, modify, waive or amend any term of the Whole Loan if such modification, waiver or amendment (a) is consistent with Accepted Servicing Practices and (b) does not either (i) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a “grantor trust” under the Code or (ii) constitute a “significant modification” of the Whole Loan pursuant to Treasury Regulations

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Section 1.860G-2(b) (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination). Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Maturity Date beyond the date that is seven years prior to the Rated Final Distribution Date. In connection with (i) the release of the Property or portion thereof from the lien of the Mortgage or (ii) the taking of the Property or portion thereof by exercise of the power of eminent domain or condemnation, if the Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining Property, or the fair market value of the real property constituting the remaining Property, for purposes of REMIC qualification of the Whole Loan, then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any, to the extent required by the REMIC Provisions.

(b) All modifications, waivers or amendments of the Whole Loan shall be in writing and shall be effected in a manner consistent with Accepted Servicing Practices and the REMIC Provisions. The Servicer or the Special Servicer, as applicable, shall notify the Servicer (if notice is from the Special Servicer) Trustee, Certificate Administrator, the Companion Loan Holders, the Depositor, during any Subordinate Control Period or Subordinate Consultation Period, the Directing Holder, and the Risk Retention Consultation Party (unless the Risk Retention Consultation Party is a Borrower Related Party) in writing, of any modification, waiver or amendment of any term of the Whole Loan and the date thereof, and shall deliver to the Certificate Administrator (with a copy to the Companion Loan Holders) an original recorded counterpart of the agreement relating to such modification, waiver or amendment within 10 Business Days following the execution and recordation thereof with a copy to the Servicer. In the event the Servicer or Special Servicer, or a court of competent jurisdiction in connection with a workout or proposed workout of the Whole Loan, modifies the interest rate applicable to the Trust Loan, the aggregate adverse economic effect of the modification (if any) shall be applied to the Certificates, in reverse order of seniority. If the Whole Loan is modified, the Net Mortgage Rate shall not change for purposes of distributions on the Certificates.

(c) Subject to Section 3.27 of this Agreement, any modification of any Loan Documents that requires a Rating Agency Confirmation pursuant to the Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining such Rating Agency Confirmation in the Loan Documents, shall not be made without the Servicer’s or the Special Servicer’s, as applicable, first receipt of such Rating Agency Confirmation. Such Rating Agency Confirmation shall be obtained at the Borrower’s expense in accordance with the Loan Agreement or, if not so provided in the Loan Agreement or if the Borrower does not pay, at the expense of the Trust Fund.

(d) Subject to Section 3.27 of this Agreement, prior to implementing any of clauses (vi), (vii), (viii), (ix), (x), (xi) and (xii) of the definition of Major Decision, the Servicer or the Special Servicer shall obtain a Rating Agency Confirmation with respect to such Major Decision.

(e) Notwithstanding the foregoing, the Servicer and (if a Special Servicing Loan Event is continuing) the Special Servicer may, in accordance with Accepted Servicing Practices (without any Rating Agency Confirmation or consent of the Directing Holder), grant

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the Borrower’s request for consent to subject the Property to a non-material easement, right of way or similar agreement for utilities, access, parking, public improvements or another similar purpose and may consent to subordination of the Whole Loan to such easement, right of way or similar agreement.

(f) Notwithstanding the foregoing, the Servicer shall not permit the substitution of the Property pursuant to the defeasance provisions of the Whole Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Servicer has received (i) replacement collateral consisting of government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the Loan Documents, in an amount sufficient to make all scheduled payments under the Notes (or defeased portion thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that such substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on the Notes in compliance with the requirements of the terms of the Loan Documents, (iii) one or more Opinions of Counsel (at the expense of the Borrower) to the effect that the Trustee, on behalf of the Trust Fund and the Companion Loan Holders, will have a first priority perfected security interest in such substituted Property; provided, however, that, to the extent consistent with the Loan Documents, the Borrower shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent consistent with the Loan Documents, a single purpose entity shall act as a successor mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the Loan Documents, the Servicer shall use efforts consistent with Accepted Servicing Practices to require the Borrower to pay all costs of such defeasance, including but not limited to the cost of maintaining any successor mortgagor, and (vi) to the extent permissible under the Loan Documents, the Servicer shall obtain, at the expense of the Borrower, Rating Agency Confirmation from each Rating Agency and each rating agency relating to the Senior Companion Loan Securities (subject to Section 3.27).

(g) If the Servicer receives notice of a defeasance request with respect to the Trust Loan and of the Borrower’s election to have NREC designate a successor borrower, then the Servicer shall provide upon receipt of such notice, written notice of such defeasance request to NREC or its assignee.

(h) To the extent not required or permitted to be placed in a separate account, the Servicer shall deposit all payments received by it from defeasance collateral substituted for the Property into the Collection Account and treat any such payments as payments made on the Whole Loan in advance of its Loan Payment Date, and not as a prepayment of the Whole Loan. Notwithstanding anything herein to the contrary, in no event shall the Servicer permit such amounts to be maintained in any Collection Account for a period in excess of 365 days (or 366 days in the case of a leap year).

3.25. Servicer and Special Servicer May Own Certificates. The Servicer, the Special Servicer and any agent thereof in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not the Servicer or the Special Servicer or such agent except as otherwise provided herein subject to the restrictions on voting set forth in the definition of Certificateholder.

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3.26. Reserved.

3.27. Rating Agency Confirmation. (a) Notwithstanding the terms of any Loan Documents or other provisions of this Agreement, if any action under any Loan Documents or this Agreement requires a Rating Agency Confirmation or a written confirmation from the Rating Agency that any action will not cause a downgrade, withdrawal or qualification of the then-current ratings on the Certificates as a condition precedent to such action, if the party (the “Requesting Party”) seeking to obtain such Rating Agency Confirmation or written confirmation has made a request to any Rating Agency for such Rating Agency Confirmation or written confirmation and, within 10 Business Days of such request being sent to the applicable Rating Agency, such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is either declining to review such request or waiving the requirement for Rating Agency Confirmation or written confirmation, then such Requesting Party shall be required to (i) confirm that the Rating Agency has received the Rating Agency Confirmation or written confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation or written confirmation again, (ii) if there is no response to either such Rating Agency Confirmation or written confirmation request within five Business Days of such second request, then (x) with respect to any condition in any Loan Document requiring such Rating Agency Confirmation or such written confirmation, or any other matter under this Agreement relating to the servicing of the Whole Loan (other than as set forth in clause (y) below), such requirement to obtain Rating Agency Confirmation or written confirmation from such Rating Agency for such action at such time will not apply, and (y) with respect to a replacement of the Servicer or Special Servicer, such requirement to obtain Rating Agency Confirmation or written confirmation from such Rating Agency for such action at such time will be deemed to be satisfied (provided that granting such request is in accordance with Accepted Servicing Practices) with respect to: (1) Moody’s, if the applicable replacement has been appointed and currently serves as master or special servicer on a deal-level or transaction-level basis for a CMBS transaction that has securities outstanding that are then-currently rated by Moody’s and for which Moody’s has not cited servicing concerns of the applicable replacement as the sole or material factor in such rating action or any qualification, downgrade, withdrawal of the ratings (or placement on “watch status” in contemplation of a rating agency downgrade or withdrawal) of securities rated by Moody’s in a commercial mortgage-backed securitization transaction serviced by the applicable replacement master servicer or special servicer prior to the time of determination, if Xxxxx’x is the non-responding Rating Agency, and (2) Morningstar, if (i) such replacement servicer or special servicer has a ranking by Morningstar higher than or equal to “MOR CS3” as a master servicer or special servicer, as applicable or (ii)(A) such replacement servicer or special servicer is acting as master servicer or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by a Rating Agency within the 12-month period prior to the date of determination and (B) Morningstar has not cited servicing concerns of the applicable replacement servicer or special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the then-current rating or ratings of one or more classes of such commercial mortgage backed securities. Any Rating Agency Confirmation request made by the Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement, shall be made in writing (which may be in electronic format), which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material the Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, reasonably deems necessary for the

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Rating Agency to process such request. Such written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 8.14(b).

Promptly following the Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.27(a) following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Servicer or Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 8.14(b).

(b) For all other matters or actions requiring Rating Agency Confirmation and not specifically discussed in Section 3.27(a) above, the applicable Requesting Party shall obtain and deliver Rating Agency Confirmation from each Rating Agency.

3.28. Certain Co-Lender Matters Relating to the Whole Loan.

(a) If, pursuant to Section 2.8, or Section 3.16 of this Agreement, the Trust Loan is, in its entirety, purchased or repurchased from the Trust Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall assume the rights and obligations of the holder of the Trust Notes under the Co-Lender Agreement. All portions of the Mortgage File and (to the extent provided under the Loan Purchase Agreement) other documents pertaining to the Trust Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of the Trust Loan in its capacity as the holder of the Trust Notes (as a result of such purchase, repurchase or substitution) and (except for the actual Trust Notes) on behalf of the holders of the Companion Notes that evidence the Companion Loans. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes or a custodian appointed thereby for the benefit thereof, on behalf of itself and the Companion Loan Holders as their interests appear under the Co-Lender Agreement. If the related servicing file is not already in the possession of such party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing agreement for the Whole Loan.

(b) With respect to a Senior Companion Loan that becomes the subject of an “asset review” (or such analogous term defined in the related Senior Companion Loan Pooling and Servicing Agreement) pursuant to the related Senior Companion Loan Pooling and Servicing Agreement, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations reviewer or any other party to the Senior Companion Loan Pooling and Servicing Agreement in connection with such asset review by providing the asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations reviewer or such other requesting party, but only to the extent (i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Loan Seller or a party to the Senior Companion Loan Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt, none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian shall (i) have further obligations for such asset

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review or be bound by the related Senior Companion Loan Pooling and Servicing Agreement or shall (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination, be a violation of this Agreement or the Co-Lender Agreement.

(c) Notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the Servicer or Special Servicer, as applicable, shall consult with the Companion Loan Holders with respect to any matters with respect to the servicing of the Companion Loans to the extent required under the Co-Lender Agreement. The Servicer or Special Servicer, as applicable, shall deliver reports and notices to the Companion Loan Holders to the extent required under the Co-Lender Agreement.

(d) The Servicer shall prepare, or cause to be prepared, on an ongoing basis, a statement setting forth:

(i) the amount of the distribution from the Collection Account allocable to principal, separately identifying the amount of balloon payments, principal prepayments made at the option of the Borrower or other principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein and information on distributions made with respect to the Whole Loan;

(ii) the amount of the distribution from the Collection Account allocable to interest and the amount of Default Interest actually received with respect to the Whole Loan;

(iii) the amount of the distribution to the Companion Loan Holders, separately identifying the non-default interest, principal and other amounts included therein, and if the distribution to the Companion Loan Holders is less than the full amount that would be distributable to such Companion Loan Holders if there were sufficient amounts available therefor, the amount of the shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any, under the Whole Loan;

(iv) the principal balance of each Note after giving effect to the distribution of principal as of the end of the related Collection Period; and

(v) the amount of the servicing compensation paid to the Servicer and the Special Servicer with respect to the most recent Distribution Date, showing separately the Servicing Fee, the Special Servicing Fee, the Work-out Fee and the Liquidation Fee.

Not later than each Remittance Date, the Servicer shall make the foregoing statement available to the Companion Loan Holders by electronic means.

(e) At any time that a Companion Loan is included as an asset of a Senior Companion Loan Securitization Trust and provided that the applicable parties hereto have received written notice (which may be by email) thereof including contact information for the master servicer and special servicer with respect to such Senior Companion Loan Securitization Trust, all notices, reports, information or other deliverables required to be delivered to the related Companion Loan Holder pursuant to this Agreement or the Co-Lender Agreement shall be delivered to the master servicer and special servicer of such Senior Companion Loan

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Securitization Trust (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Senior Companion Loan Pooling and Servicing Agreement) and, when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Co-Lender Agreement.

3.29. Additional Matters with Respect to the Whole Loan.

(a) In the event that only the Loan Seller repurchases one but not all of the Trust Notes (each, a “Repurchased Note”) in accordance with Section 2.8 hereof and Section 8 of the Loan Purchase Agreement:

(i) The provisions of this Section 3.29 shall apply with respect to the servicing and administration of the Whole Loan (and the Loan Seller has agreed to such provisions in the Loan Purchase Agreement) until such time as all of the Trust Notes are repurchased or otherwise no longer part of the Trust, and the related successor holders thereof and the Companion Loan Holders have entered into a servicing agreement with respect to the Whole Loan in accordance with the Co-Lender Agreement.

(ii) Custody of the respective Loan Documents shall be held exclusively by the Custodian, and record title under the respective Loan Documents shall be held exclusively by the Trustee, on behalf of the Certificateholders, as provided under this Agreement (subject to the rights of the Companion Loan Holders with respect to the Companion Loans), except that the Loan Seller shall hold and retain title to its original Repurchased Note and any related endorsements thereof.

(iii) Payments from the Borrower or any other amounts received with respect to each Note shall be collected as provided in this Agreement by the Servicer and shall be applied to each Note in accordance with this Co-Lender Agreement and this Agreement, subject to Section 3.29(a)(iv). Payments or any other amounts received with respect to the related Repurchased Note shall be held in trust by the Servicer for the benefit of the Loan Seller and remitted (net of its pro rata share of any Servicing Fees, Special Servicing Fees, Certificate Administrator Fees (including that portion of the Certificate Administrator Fees that represents the Trustee Fees, which are payable to the Trustee) and any Trust Fund Expenses) to the Loan Seller or its designee by the Servicer on or before each Distribution Date pursuant to instructions provided by the Loan Seller and deposited and applied in accordance with this Agreement, subject to Section 3.29(a)(iv). In the event that the Property becomes Foreclosed Property, payments or any other amounts received with respect to the Whole Loan shall be collected and shall be applied pro rata to each related Note (net of its pro rata share of any Servicing Fees, Special Servicing Fees, Certificate Administrator Fees (including that portion of the Certificate Administrator Fees that represents the Trustee Fees, which are payable to the Trustee), CREFC® Intellectual Property Royalty License Fees, and any other Trust Fund Expenses) based on its respective principal balance, subject to Section 3.29(a)(iv).

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(iv) In the event that the Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate amount due under the Whole Loan at any particular time, the Loan Seller shall be entitled to receive from the Servicer an amount equal to the Loan Seller’s allocable share (based upon its respective principal balance) of such payment as determined in accordance with the terms of the Co-Lender Agreement and this Agreement. All expenses, losses and shortfalls including, without limitation, losses of principal or interest, Advances that have been declared Nonrecoverable Advances, interest on Advances, Special Servicing Fees, Work-out Fees and Liquidation Fees (including any such fees related to the related Notes) and other Trust Fund Expenses, will be allocated between the holders of the Notes in accordance with the Co-Lender Agreement, provided, however, such allocation shall not limit the Trustee’s, Certificate Administrator’s, Servicer’s or Special Servicer’s rights to full reimbursement of such expenses, losses and shortfalls under this Agreement.

(v) For so long as the Whole Loan shall be serviced by the Servicer or the Special Servicer in accordance with this Agreement, the Servicer or the Special Servicer, as applicable, on behalf of the holders thereof shall administer the Whole Loan consistent with the terms of this Agreement. The Loan Seller shall not be permitted to terminate the Servicer or Special Servicer as servicer or special servicer of the related Repurchased Note. All rights of the mortgagee under the Whole Loan will be exercised by the Servicer or Special Servicer, on behalf of the Trust to the extent of its interest therein, the Companion Loan Holders and on behalf of the Loan Seller to the extent of its interest therein (as a collective whole) in accordance with this Agreement.

(vi) Funds collected by the Servicer or the Special Servicer, as applicable, and applied to the Notes shall be deposited and disbursed in accordance with the provisions hereof. Compensation shall be paid to the Trustee, Certificate Administrator, Servicer, Special Servicer and CREFC^® with respect to the related Repurchased Note as provided in this Agreement. None of the Trustee, the Certificate Administrator, the Servicer or the Special Servicer shall have any obligation to make any Monthly Payment Advance on the Trust Loan with respect to the related Repurchased Note. The Servicer, Certificate Administrator and the Special Servicer shall have no reporting requirement with respect to the related Repurchased Note other than that the holder of the related Repurchased Note, subject to delivery by such holder of an Investor Certification, 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) If any Note is considered a Specially Serviced Loan, then each Note shall be a Specially Serviced Loan under this Agreement and the Special Servicer shall cause such related Repurchased Note to be specially serviced for the benefit of the Loan Seller in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special Servicing Fee, Work-out Fee or Liquidation Fee that would be payable to the Special Servicer under this Agreement.

(viii) The Repurchased Note shall not be considered a Trust Note for purposes of exercising any of the consent or consultation provisions of the Co-Lender Agreement

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but shall be entitled to the consultation rights granted to holders of the Non-Trust A Notes.

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

(c) Subject to this Agreement, the Servicer, or the Special Servicer, as applicable, on behalf of the holders of the Repurchased Note, shall have the exclusive right and obligation to (i) administer, service and make all decisions and determinations regarding the Whole Loan, and (ii) enforce the Loan Documents as provided hereunder. Without limiting the generality of the preceding sentence, the Servicer, or Special Servicer, as applicable, may provide consent to any action or inaction under the Loan Documents, agree to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize interest on, permit the release, addition or substitution of collateral securing, and/or permit the release of the Borrower on or any guarantor of the Whole Loan without the consent of the Loan Seller, subject, however, to Section 3.24.

(d) In taking or refraining from taking any action permitted hereunder, the Servicer and the Special Servicer shall each be subject to the same degree of care with respect to the administration and servicing of the Whole Loan as is consistent with this Agreement; and shall only be liable to the Loan Seller to the same extent as set forth herein as it is liable to the Trust.

(e) In the event that the Trustee or the Servicer has made a Property Protection Advance or an Administrative Advance with respect to the Whole Loan that would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a Nonrecoverable Advance, the Loan Seller shall reimburse the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, in an amount equal to its pro rata share (based upon its respective principal balance) of such Nonrecoverable Advance and accrued interest thereon at the Advance Rate. To the extent that the Loan Seller reimburses any such Nonrecoverable Advances and such amounts are subsequently recovered by the Trust, the Loan Seller shall receive a reimbursement from such recovery to the same extent. If less than 100% of the Nonrecoverable Advances are reimbursed by or on behalf of the Borrower, the Servicer shall reimburse the Trust and the Loan Seller on a pro rata basis from such amounts received from the Borrower. Notwithstanding anything herein to the contrary, including, but not limited to the Loan Seller’s reimbursement obligation described herein, the Trustee or Servicer shall have a right to reimbursement of any amounts advanced under

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Section 3.4(c) for the full Nonrecoverable Advance and interest thereon at the Advance Rate. Notwithstanding anything to the contrary contained herein, the total liability of the Loan Seller shall not exceed an amount equal to its pro rata share (based upon its respective principal balance) of the aggregate Whole Loan obligations.

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

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

(h) The Loan Seller agrees to deliver to the Servicer or the Special Servicer, as applicable the Loan Documents related to the related Repurchased Note or related Repurchased Notes, as applicable, any receipt for release and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of the Property or to any legal action or to enforce any other remedies or rights provided by the Note(s) or the Mortgage or otherwise available at law or equity with respect to the related Repurchased Note.

The rights granted to the Loan Seller under this Section 3.29 shall in all respects be subject to the general rights, indemnification in favor of the Certificate Administrator, Trustee, Servicer and Special Servicer, protections, limitations on liability and immunities granted to the parties in this Agreement (including, but not limited to, Section 6.3) and this Section 3.29 shall not be construed to limit such indemnification in favor of the Certificate Administrator, Trustee, Servicer and Special Servicer rights, protections, limitations on liability and immunities which shall apply to all the Notes, including the Repurchased Note.

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4. PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS

4.1. Distributions. (a) On each Distribution Date, to the extent of Available Funds, amounts held in the Upper-Tier Distribution Account shall be withdrawn and distributed in the following amounts (in the case of the Regular Interests, deposited in the Regular Interest Distribution Account):

first, in respect of the Class A and Class X Regular Interests, on a pro rata basis, based on each Regular Interest’s respective Interest Distribution Amount for such Distribution Date, in an amount in respect of interest, up to such Interest Distribution Amount for such Regular Interests;

second, in respect of the Class A Regular Interest, in reduction of the Certificate Balance thereof, in an amount equal to the Principal Distribution Amount for such Regular Interest and such Distribution Date until the Certificate Balance thereof is reduced to zero;

third, in respect of the Class A Regular Interest, up to an amount equal to all Applied Realized Loss Amounts previously allocated to such Regular Interest and not reimbursed on prior Distribution Dates;

fourth, in respect of the Class B Regular Interest, in respect of interest, up to the Interest Distribution Amount for such Regular Interest and such Distribution Date;

fifth, in respect of the Class B Regular Interest, in reduction of the Certificate Balance thereof, in an amount equal to the Principal Distribution Amount for such Regular Interest and such Distribution Date until the Certificate Balance thereof is reduced to zero;

sixth, in respect of the Class B Regular Interest, up to the amount of all Applied Realized Loss Amounts previously allocated to such Regular Interest and not reimbursed on prior Distribution Dates;

seventh, in respect of the Class C Regular Interest, in respect of interest, up to the Interest Distribution Amount for such Regular Interest and such Distribution Date;

eighth, in respect of the Class C Regular Interest, in reduction of the Certificate Balance thereof, in an amount equal to the Principal Distribution Amount for such Regular Interest and such Distribution Date until the Certificate Balance thereof is reduced to zero;

ninth, in respect of the Class C Regular Interest, up to the amount of all Applied Realized Loss Amounts previously allocated to such Regular Interest and not reimbursed on prior Distribution Dates;

tenth, in respect of the Class D Regular Interest, in respect of interest, up to the Interest Distribution Amount for such Regular Interest and such Distribution Date;

eleventh, in respect of the Class D Regular Interest, in reduction of the Certificate Balance thereof, in an amount equal to the Principal Distribution Amount for such Regular Interest and such Distribution Date until the Certificate Balance thereof is reduced to zero;

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twelfth, in respect of the Class D Regular Interest, up to the amount of all Applied Realized Loss Amounts previously allocated to such Regular Interest and not reimbursed on prior Distribution Dates;

thirteenth, to the Holders of the Class R Certificates (in respect of the Class UT-R Interest), any remaining amounts.

In no event will any Regular Interest receive distributions in reduction of its Certificate Balance (i) that in the aggregate exceed the Initial Certificate Balance of such Class or (ii) prior to the reduction of the Certificate Balance of each Regular Interest with an earlier alphabetical designation to such Class to zero. The Notional Amount of the Class X Regular Interest will be reduced by the amount of reduction in the aggregate of the Certificate Balances of the Class A and Class B Regular Interests.

(b) Amounts distributed on the Regular Interests pursuant to Section 4.1(a) shall be further distributed from the Regular Interest Distribution Account to the Holders of the Certificates (other than the Class R Certificates) as set forth below:

(i) On each Distribution Date, simultaneously with the distributions made on the Class A Regular Interest under Section 4.1(a), the aggregate amount so distributed on the Class A Regular Interest on such Distribution Date shall be further distributed by the Certificate Administrator to the Holders of the Class A Certificates, the Class V-ABC Certificates and the Class V2 Certificates in the following amounts and in the following order of priority:

(A) first, concurrently, to (1) the Class A Certificates in respect of interest, up to an amount equal to the Class A Percentage Interest of the amount distributed in respect of interest on the Class A Regular Interest under Section 4.1(a), (2) the Class V-ABC Certificates in respect of interest, up to an amount equal to the Class V-ABC Percentage Interest of the amount distributed in respect of interest on the Class A Regular Interest under Section 4.1(a), and (3) the Class V2 Certificates in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest on the Class A Regular Interest under Section 4.1(a);

(B) second, concurrently, to (1) the Class A Certificates in respect of principal, up to an amount equal to the Class A Percentage Interest of the amount distributed in respect of principal on the Class A Regular Interest under Section 4.1(a), (2) the Class V-ABC Certificates in respect of principal, up to an amount equal to the Class V-ABC Percentage Interest of the amount distributed in respect of principal on the Class A Regular Interest under Section 4.1(a), and (3) the Class V2 Certificates in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of principal on the Class A Regular Interest under Section 4.1(a); and

(C) third, concurrently, to (1) the Class A Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class A Percentage

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Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A Regular Interest under Section 4.1(a), (2) the Class V-ABC Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class V-ABC Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A Regular Interest under Section 4.1(a), and (3) the Class V2 Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class A Regular Interest under Section 4.1(a).

(ii) On each Distribution Date, simultaneously with the distributions made on the Class X Regular Interest under Section 4.1(a), the aggregate amount so distributed on the Class X Regular Interest on such Distribution Date shall be further distributed by the Certificate Administrator to the Holders of the Class X Certificates, the Class V-ABC Certificates and the Class V2 Certificates, concurrently, to (1) the Class X Certificates in respect of interest, up to an amount equal to the Class X Percentage Interest of the amount distributed in respect of interest on the Class X Regular Interest under Section 4.1(a), (2) the Class V-ABC Certificates in respect of interest, up to an amount equal to the Class V-ABC Percentage Interest of the amount distributed in respect of interest on the Class X Regular Interest under Section 4.1(a), and (3) the Class V2 Certificates in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest on the Class X Regular Interest under Section 4.1(a).

(iii) On each Distribution Date, simultaneously with the distributions made on the Class B Regular Interest under Section 4.1(a), the aggregate amount so distributed on the Class B Regular Interest on such Distribution Date shall be further distributed by the Certificate Administrator to the Holders of the Class B Certificates, the Class V-ABC Certificates and the Class V2 Certificates in the following amounts and in the following order of priority:

(A) first, concurrently, to (1) the Class B Certificates in respect of interest, up to an amount equal to the Class B Percentage Interest of the amount distributed in respect of interest on the Class B Regular Interest under Section 4.1(a), (2) the Class V-ABC Certificates in respect of interest, up to an amount equal to the Class V-ABC Percentage Interest of the amount distributed in respect of interest on the Class B Regular Interest under Section 4.1(a), and (3) the Class V2 Certificates in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest on the Class B Regular Interest under Section 4.1(a);

(B) second, concurrently, to (1) the Class B Certificates in respect of principal, up to an amount equal to the Class B Percentage Interest of the amount distributed in respect of principal on the Class B Regular Interest under Section 4.1(a) (2) the Class V-ABC Certificates in respect of principal, up to an amount equal to the Class V-ABC Percentage Interest of the amount distributed in respect of principal on the Class B Regular Interest under Section 4.1(a), and

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(3) the Class V2 Certificates in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of principal on the Class B Regular Interest under Section 4.1(a); and

(C) third, concurrently, to (1) the Class B Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class B Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class B Regular Interest under Section 4.1(a), (2) the Class V-ABC Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class V-ABC Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class B Regular Interest under Section 4.1(a), and (3) the Class V2 Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class B Regular Interest under Section 4.1(a).

(iv) On each Distribution Date, simultaneously with the distributions made on the Class C Regular Interest under Section 4.1(a), the aggregate amount so distributed on the Class C Regular Interest on such Distribution Date shall be further distributed by the Certificate Administrator to the Holders of the Class C Certificates, the Class V-ABC Certificates and the Class V2 Certificates in the following amounts and in the following order of priority:

(A) first, concurrently, to (1) the Class C Certificates in respect of interest, up to an amount equal to the Class C Percentage Interest of the amount distributed in respect of interest on the Class C Regular Interest under Section 4.1(a), (2) the Class V-ABC Certificates in respect of interest, up to an amount equal to the Class V-ABC Percentage Interest of the amount distributed in respect of interest on the Class C Regular Interest under Section 4.1(a), and (3) the Class V2 Certificates in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest on the Class C Regular Interest under Section 4.1(a);

(B) second, concurrently, to (1) the Class C Certificates in respect of principal, up to an amount equal to the Class C Percentage Interest of the amount distributed in respect of principal on the Class C Regular Interest under Section 4.1(a), (2) the Class V-ABC Certificates in respect of principal, up to an amount equal to the Class V-ABC Percentage Interest of the amount distributed in respect of principal on the Class C Regular Interest under Section 4.1(a), and (3) the Class V2 Certificates in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of principal on the Class C Regular Interest under Section 4.1(a); and

(C) third, concurrently, to (1) the Class C Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class C Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class C Regular Interest under Section 4.1(a), (2) the Class V-ABC

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Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class V-ABC Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class C Regular Interest under Section 4.1(a), and (3) the Class V2 Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class C Regular Interest under Section 4.1(a).

(v) On each Distribution Date, simultaneously with the distributions made on the Class D Regular Interest under Section 4.1(a), the aggregate amount so distributed on the Class D Regular Interest on such Distribution Date shall be further distributed by the Certificate Administrator to the Holders of the Class D Certificates, the Class V-D Certificates and the Class V2 Certificates in the following amounts and in the following order of priority:

(A) first, concurrently, to (1) the Class D Certificates in respect of interest, up to an amount equal to the Class D Percentage Interest of the amount distributed in respect of interest on the Class D Regular Interest under Section 4.1(a), (2) the Class V-D Certificates in respect of interest, up to an amount equal to the Class V-D Percentage Interest of the amount distributed in respect of interest on the Class D Regular Interest under Section 4.1(a), and (3) the Class V2 Certificates in respect of interest, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of interest on the Class D Regular Interest under Section 4.1(a);

(B) second, concurrently, to (1) the Class D Certificates in respect of principal, up to an amount equal to the Class D Percentage Interest of the amount distributed in respect of principal on the Class D Regular Interest under Section 4.1(a), (2) the Class V-D Certificates in respect of principal, up to an amount equal to the Class V-D Percentage Interest of the amount distributed in respect of principal on the Class D Regular Interest under Section 4.1(a), and (3) the Class V2 Certificates in respect of principal, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of principal on the Class D Regular Interest under Section 4.1(a); and

(C) third, concurrently, to (1) the Class D Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class D Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class D Regular Interest under Section 4.1(a), (2) the Class V-D Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class V-D Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class D Regular Interest under Section 4.1(a), and (3) the Class V2 Certificates in respect of unreimbursed Realized Losses, up to an amount equal to the Class V2 Percentage Interest of the amount distributed in respect of unreimbursed Realized Losses on the Class D Regular Interest under Section 4.1(a).

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On each Distribution Date, each Uncertificated Lower-Tier Interest shall be deemed to receive distributions in respect of principal or reimbursement of Realized Losses in an amount equal to the amount of principal or reimbursement of Realized Losses actually distributable to its respective Related Certificates as provided in Sections 4.1(a) and 4.1(g). On each Distribution Date, each Uncertificated Lower-Tier Interest shall be deemed to receive distributions in respect of interest in an amount equal to the sum of the Interest Distribution Amount and Interest Shortfall in respect of its Related Certificates and in the case of the Class LA, Class LB and Class LC Uncertificated Interests, the Interest Distribution Amount and Interest Shortfall in respect of the Class X Strip Rate of the Related Class X Component, in each case, to the extent actually distributable thereon as provided in Section 4.1(a). Amounts distributable pursuant to this paragraph and any Yield Maintenance Premiums distributed pursuant to Section 4.3(b) are referred to herein collectively as the “Lower-Tier Distribution Amount”, and shall be deemed to be made by the Certificate Administrator by being deemed to deposit such Lower-Tier Distribution Amount into the Upper-Tier Distribution Account on each Distribution Date.

As of any date, the principal balance of each Uncertificated Lower-Tier Interest shall equal its Lower-Tier Principal Amount. The Pass-Through Rate with respect to each Uncertificated Lower-Tier Interest shall be the rate per annum set forth in the Introductory Statement hereto.

Any amount that remains in the Lower-Tier Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount shall 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 amount remaining in the Lower-Tier Distribution Account, if any).

Distributions to Holders of Class R Certificates from the Lower-Tier Distribution Account (in respect of the Class LT-R Interest) and from the Upper-Tier Distribution Account (in respect of the Class UT-R Interest) and to each other Certificateholder from the Regular Interest Distribution Account on each Distribution Date shall be made by the Certificate Administrator to each Certificateholder of record on the related Record Date (other than as provided in Section 10.1 in respect of the final distribution), by wire transfer in immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor; provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the Distribution Date.

(c) All amounts distributable to a Class of Certificates pursuant to Section 4.1(b) on each Distribution Date shall be allocated pro rata among the outstanding Certificates in each such Class based on their respective Percentage Interests. Such distributions shall be made on each Distribution Date to each Certificateholder of record at the close of business on the related Record Date by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five

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Business Days prior to the Distribution Date. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location specified by the Certificate Administrator in the notice to Certificateholders of such final distribution.

(d) The Certificate Administrator shall, as soon as reasonably possible after notice thereof by the Servicer to the Certificate Administrator that the final distribution with respect to any Class of Certificates is expected to be made, post a notice on the Certificate Administrator’s Website pursuant to Section 8.14(b), deliver such notice to the 17g-5 Information Provider (who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)) and mail to each Holder of such Class of Certificates on such date a notice to the effect that:

(i) the Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution with respect to such Class of Certificates shall be made on such Distribution Date, but only upon presentation and surrender of such Certificates at the office of the Certificate Administrator therein specified; and

(ii) if such final distribution is made on such Distribution Date, no interest shall accrue on such Certificate from and after the Certificate Interest Accrual Period related to such Distribution Date.

(e) Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust for the benefit of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. All such amounts shall be held by the Certificate Administrator in trust in accordance herewith until the expiration of a two-year period following such second notice, notwithstanding any termination of the Trust Fund. Subject to applicable state escheatment laws, if within two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Certificate Administrator shall hold all amounts distributable to the Holders thereof for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator hereunder and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund, at which time such amounts shall, subject to applicable law, be distributed to the Depositor. No interest shall accrue or be payable to any Certificateholder on any amount held in trust hereunder or by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance

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with this Section 4.1(e). Any such amounts transferred to the Certificate Administrator shall not be invested.

(f) The Certificate Administrator shall be responsible for the calculations with respect to distributions from the Trust so long as the Trust Fund has not been terminated in accordance with this Agreement. The Certificate Administrator shall have no duty to recompile, recalculate or verify the accuracy of information provided to it by the Servicer pursuant to Section 3.18(a) and, in the absence of manifest error in such information, may conclusively rely upon it.

(g) On each Distribution Date, Realized Losses with respect to the Trust Loan shall be allocated to reduce the Certificate Balance of each Class of Regular Interests (other than the Class X Regular Interest) in the following order:

first, to the Class D Regular Interest;

second, to the Class C Regular Interest;

third, to the Class B Regular Interest; and

fourth, to the Class A Regular Interest; in each case until the Certificate Balance of the related Class has been reduced to zero.

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NATIXIS COMMERCIAL MORTGAGE SECURITIES LLC as Depositor, KEYBANK NATIONAL ASSOCIATION, as Servicer, SITUS HOLDINGS, LLC, as Special Servicer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee, Certificate Administrator and Custodian, TRUST AND...