Common use of Asset Review Clause in Contracts

Asset Review. (a) On or prior to each Distribution Date, based on the CREFC® Delinquent Loan Status Report and/or the CREFC® Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall determine if an Asset Review Trigger has occurred during the related Collection Period. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide notice to the Asset Representations Reviewer, the Master Servicer, the Special Servicer and all Certificateholders. Any notice required to be delivered to the Certificateholders pursuant to this Article XI shall be delivered by the Certificate Administrator (i) by posting such notice on the Certificate Administrator’s Website and (ii) by mailing such notice to the Certificateholders’ addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the Collection Period in which the Asset Review Trigger occurred, notice of its determination together with the following statement describing the events that caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring after providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the Master Servicer and/or the Special Servicer, as applicable, shall determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit LL within two (2) Business Days of such determination to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer. If Certificateholders evidencing not less than 5% of the aggregate Voting Rights of the Certificates deliver to the Certificate Administrator, within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations Reviewer and to all Certificateholders and conduct a solicitation of votes in accordance with Section 5.12 regarding whether to authorize an Asset Review. In the event there is an affirmative vote to authorize an Asset Review by Holders of Certificates evidencing at least a majority of an Asset Review Quorum within 150 days of receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide written notice thereof (the “Asset Review Notice”) to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Holder, the Risk Retention Consultation Party and the other Certificateholders (such notice to Certificateholders to be effected by posting such notice on the Certificate Administrator’s Website and by mailing such notice to the Certificateholders’ addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository in the case of Book-Entry Certificates). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator with a certification substantially in the form attached hereto as Exhibit KK. Upon receipt of such certification, the Certificate Administrator shall grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has received an Asset Review Vote Election within 90 days after the filing of a Form 10-D reporting the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through an agent. (i) Upon receipt from the Certificate Administrator of an Asset Review Notice with respect to a Delinquent Mortgage Loan, the Custodian (with respect to clauses (1) –

Asset Review. (a) On or prior to each Distribution Date, based on the CREFC® Delinquent Loan Status Report and/or the CREFC® Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall determine if an Asset Review Trigger has occurred during the related Collection Period. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide notice to the Asset Representations Reviewer, the Master Servicer, the Special Servicer and all Certificateholders. Any notice required to be delivered to the Certificateholders pursuant to this Article XI shall be delivered by the Certificate Administrator (i) by posting such notice on the Certificate Administrator’s Website and (ii) by mailing such notice to the Certificateholders’ addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the Collection Period in which the Asset Review Trigger occurred, notice of its determination together with the following statement describing the events that caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring after providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the Master Servicer and/or the Special Servicer, as applicable, shall determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit LL within two (2) Business Days of such determination to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer. If Certificateholders evidencing not less than 5% of the aggregate Voting Rights of the Certificates deliver to the Certificate Administrator, within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations Reviewer and to all Certificateholders and conduct a solicitation of votes in accordance with Section 5.12 regarding whether to authorize an Asset Review. In the event there is an affirmative vote to authorize an Asset Review by Holders of Certificates evidencing at least a majority of an Asset Review Quorum within 150 days of receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide written notice thereof (the “Asset Review Notice”) to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Holder, the Risk Retention Consultation Party and the other Certificateholders (such notice to Certificateholders to be effected by posting such notice on the Certificate Administrator’s Website and by mailing such notice to the Certificateholders’ addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository in the case of Book-Entry Certificates). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator with a certification substantially in the form attached hereto as Exhibit KK. Upon receipt of such certification, the Certificate Administrator shall grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has received an Asset Review Vote Election within 90 days after the filing of a Form 10-D reporting the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through an agent. (i) Upon receipt from the Certificate Administrator of an Asset Review Notice with respect to a Delinquent Mortgage Loan, the Custodian (with respect to clauses (1) –Form

Asset Review. (a) On or prior to each Distribution Date, based on the CREFC® Delinquent Loan Status Report and/or the CREFC® Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall determine if an Asset Review Trigger has occurred during the related Collection Period. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide notice to the Asset Representations Reviewer, the Master Servicer, the Special Servicer Servicer, all Pooled Certificateholders and all CertificateholdersUncertificated VRR Interest Owner. Any notice required to be delivered to the Pooled Certificateholders and the Combined Uncertificated VRR Interest Owner pursuant to this Article XI shall be delivered by the Certificate Administrator (i) by posting such notice on the Certificate Administrator’s Website and (ii) by mailing such notice to the Pooled Certificateholders’ addresses or the Combined Uncertificated VRR Interest Owner’ addresses appearing in the Certificate Register in the case of Definitive Certificates or the Combined Uncertificated VRR Interest and by delivering such notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the Collection Period in which the Asset Review Trigger occurred, notice of its determination together with the following statement describing the events that caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring after providing such notice to CertificateholdersPooled Certificateholders and the Combined Uncertificated VRR Interest Owner, the Certificate Administrator, based on information provided to it by the Master Servicer and/or the Special Servicer, as applicable, shall determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit LL within two (2) Business Days of such determination to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer. If Pooled Certificateholders evidencing not less than 5% of the aggregate Pooled Voting Rights of the Certificates deliver to the Certificate Administrator, within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations Reviewer and to all Pooled Certificateholders and conduct a solicitation of votes in accordance with Section 5.12 regarding whether to authorize an Asset Review. In the event there is an affirmative vote to authorize an Asset Review by Holders of Pooled Certificates evidencing at least a majority of an Asset Review Quorum within 150 days of receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide written notice thereof (the “Asset Review Notice”) to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the applicable Directing Holder, the Risk Retention Consultation Party Parties and the other Pooled Certificateholders (such notice to Pooled Certificateholders to be effected by posting such notice on the Certificate Administrator’s Website and by mailing such notice to the Pooled Certificateholders’ addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository in the case of Book-Entry Certificates). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator with a certification substantially in the form attached hereto as Exhibit KK. Upon receipt of such certification, the Certificate Administrator shall grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Pooled Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has received an Asset Review Vote Election within 90 days after the filing of a Form 10-D reporting the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Pooled Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through an agent. For the avoidance of doubt, the Asset Representations Reviewer shall not perform any Asset Review with respect to either Trust Subordinate Companion Loan at any time. (b) (i) Upon receipt from the Certificate Administrator of an Asset Review Notice with respect to a Delinquent Mortgage Loan, the Custodian (with respect to clauses (1) –through (5) below for all of the Mortgage Loans), the Master Servicer (with respect to clause (6) below for Non-Specially Serviced Loans) and the Special Servicer (with respect to clause (6) below for Specially Serviced Loans) shall promptly (but (except with respect to clause (6)) in no event later than ten (10) Business Days after receipt of such notice from the Certificate Administrator) provide, in electronic format, the following materials for such Delinquent Loan, in each case to the extent in such party’s possession, to the Asset Representations Reviewer (collectively, with the Diligence Files posted on the Secure Data Room by the Certificate Administrator pursuant to Section 4.09, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”): (1) a copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that is subject to an Asset Review; (2) a copy of an assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in favor of the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review; (3) a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not already covered pursuant to items (1) or (2) above; (4) a copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent Loan that is subject to an Asset Review; (5) a copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related to each Delinquent Loan that is subject to an Asset Review; and (6) any other related documents that are required to be part of the Review Materials and requested to be delivered by the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the Asset Representations Reviewer pursuant to clause (vii) below of this Section 11.01(b).

Asset Review. (a) On or prior to each Distribution Date, based on the CREFC® Delinquent Loan Status Report and/or the CREFC® Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall determine if an Asset Review Trigger has occurred during the related Collection Period. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide notice to the Asset Representations Reviewer, the Master Servicer, the Special Servicer Servicer, all Certificateholders and all Certificateholdersthe Uncertificated VRR Interest Owner. Any notice required to be delivered to the Certificateholders and the Uncertificated VRR Interest Owner pursuant to this Article XI shall be delivered by the Certificate Administrator (i) by posting such notice on the Certificate Administrator’s Website and (ii) by mailing such notice to the Certificateholders’ addresses or the Uncertificated VRR Interest Owner’s address appearing in the Certificate Register in the case of Definitive Certificates or the Uncertificated VRR Interest and by delivering such notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the Collection Period in which the Asset Review Trigger occurred, notice of its determination together with the following statement describing the events that caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring after providing such notice to CertificateholdersCertificateholders and the Uncertificated VRR Interest Owner, the Certificate Administrator, based on information provided to it by the Master Servicer and/or the Special Servicer, as applicable, shall determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit LL within two (2) Business Days of such determination to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer. If Certificateholders evidencing not less than 5% of the aggregate Pooled Voting Rights of the Certificates deliver to the Certificate Administrator, within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations Reviewer and to all Certificateholders and conduct a solicitation of votes in accordance with Section 5.12 regarding whether to authorize an Asset Review. In the event there is an affirmative vote to authorize an Asset Review by Holders of Certificates evidencing at least a majority of an Asset Review Quorum within 150 days of receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide written notice thereof (the “Asset Review Notice”) to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the applicable Directing Holder, the Risk Retention Consultation Party Parties and the other Certificateholders (such notice to Certificateholders to be effected by posting such notice on the Certificate Administrator’s Website and by mailing such notice to the Certificateholders’ addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository in the case of Book-Entry Certificates). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator with a certification substantially in the form attached hereto as Exhibit KK. Upon receipt of such certification, the Certificate Administrator shall grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has received an Asset Review Vote Election within 90 days after the filing of a Form 10-D reporting the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through an agent. For the avoidance of doubt, the Asset Representations Reviewer shall not perform any Asset Review with respect to a Trust Subordinate Companion Loan at any time. (b) (i) Upon receipt from the Certificate Administrator of an Asset Review Notice with respect to a Delinquent Mortgage Loan, the Custodian (with respect to clauses (1) –through (5) below for all of the Mortgage Loans), the Master Servicer (with respect to clause (6) below for Non-Specially Serviced Loans) and the Special Servicer (with respect to clause (6) below for Specially Serviced Loans) shall promptly (but (except with respect to clause (6)) in no event later than ten (10) Business Days after receipt of such notice from the Certificate Administrator) provide, in electronic format, the following materials for such Delinquent Loan, in each case to the extent in such party’s possession, to the Asset Representations Reviewer (collectively, with the Diligence Files posted on the Secure Data Room by the Certificate Administrator pursuant to Section 4.09, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”): (1) a copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that is subject to an Asset Review; (2) a copy of an assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in favor of the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review; (3) a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not already covered pursuant to items (1) or (2) above; (4) a copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent Loan that is subject to an Asset Review; (5) a copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related to each Delinquent Loan that is subject to an Asset Review; and (6) any other related documents that are required to be part of the Review Materials and requested to be delivered by the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the Asset Representations Reviewer pursuant to clause (vii) below of this Section 11.01(b).

Asset Review. (a) On or prior to each Distribution Date, based on the CREFC® Delinquent Loan Status Report and/or the CREFC® Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall determine if an Asset Review Trigger has occurred during the related Collection Period. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide notice to the Asset Representations Reviewer, the Master Servicer, the Special Servicer Servicer, all Certificateholders and all Certificateholdersthe Uncertificated VRR Interest Owner. Any notice required to be delivered to the Certificateholders and the Uncertificated VRR Interest Owner pursuant to this Article XI shall be delivered by the Certificate Administrator (i) by posting such notice on the Certificate Administrator’s Website and (ii) by mailing such notice to the Certificateholders’ addresses or the Uncertificated VRR Interest Owner’s address appearing in the Certificate Register in the case of Definitive Certificates or the Uncertificated VRR Interest and by delivering such notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the Collection Period in which the Asset Review Trigger occurred, notice of its determination together with the following statement describing the events that caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring after providing such notice to CertificateholdersCertificateholders and the Uncertificated VRR Interest Owner, the Certificate Administrator, based on information provided to it by the Master Servicer and/or the Special Servicer, as applicable, shall determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit LL within two (2) Business Days of such determination to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer. If Certificateholders evidencing not less than 5% of the aggregate Pooled Voting Rights of the Certificates deliver to the Certificate Administrator, within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations Reviewer and to all Certificateholders and conduct a solicitation of votes in accordance with Section 5.12 regarding whether to authorize an Asset Review. In the event there is an affirmative vote to authorize an Asset Review by Holders of Certificates evidencing at least a majority of an Asset Review Quorum within 150 days of receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide written notice thereof (the “Asset Review Notice”) to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the applicable Directing Holder, the any Risk Retention Consultation Party Parties and the other Certificateholders (such notice to Certificateholders to be effected by posting such notice on the Certificate Administrator’s Website and by mailing such notice to the Certificateholders’ addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository in the case of Book-Entry Certificates). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator with a certification substantially in the form attached hereto as Exhibit KK. Upon receipt of such certification, the Certificate Administrator shall grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has received an Asset Review Vote Election within 90 days after the filing of a Form 10-D reporting the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through an agent. For the avoidance of doubt, the Asset Representations Reviewer shall not perform any Asset Review with respect to a Trust Subordinate Companion Loan at any time. (b) (i) Upon receipt from the Certificate Administrator of an Asset Review Notice with respect to a Delinquent Mortgage Loan, the Custodian (with respect to clauses (1) –through (5) below for all of the Mortgage Loans), the Master Servicer (with respect to clause (6) below for Non-Specially Serviced Loans) and the Special Servicer (with respect to clause (6) below for Specially Serviced Loans) shall promptly (but (except with respect to clause (6)) in no event later than ten (10) Business Days after receipt of such notice from the Certificate Administrator) provide, in electronic format, the following materials for such Delinquent Loan, in each case to the extent in such party’s possession, to the Asset Representations Reviewer (collectively, with the Diligence Files posted on the Secure Data Room by the Certificate Administrator pursuant to

Asset Review. (a) On or prior to each Distribution Date, based on the CREFC® Delinquent Loan Status Report and/or the CREFC® Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall determine if an Asset Review Trigger has occurred during the related Collection Period. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide notice to the Asset Representations Reviewer, the Master Servicer, the Special Servicer Servicer, all Certificateholders and all Certificateholdersthe Uncertificated VRR Interest Owner. Any notice required to be delivered to the Certificateholders and the Uncertificated VRR Interest Owner pursuant to this Article XI shall be delivered by the Certificate Administrator (i) by posting such notice on the Certificate Administrator’s Website and (ii) by mailing such notice to the Certificateholders’ addresses or the Uncertificated VRR Interest Owner’s address appearing in the Certificate Register in the case of Definitive Certificates or the Uncertificated VRR Interest and by delivering such notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the Collection Period in which the Asset Review Trigger occurred, notice of its determination together with the following statement describing the events that caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring after providing such notice to CertificateholdersCertificateholders and the Uncertificated VRR Interest Owner, the Certificate Administrator, based on information provided to it by the Master Servicer and/or the Special Servicer, as applicable, shall determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit LL within two (2) Business Days of such determination to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer. If Certificateholders evidencing not less than 5% of the aggregate Pooled Voting Rights of the Certificates deliver to the Certificate Administrator, within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations Reviewer and to all Certificateholders and conduct a solicitation of votes in accordance with Section 5.12 regarding whether to authorize an Asset Review. In the event there is an affirmative vote to authorize an Asset Review by Holders of Certificates evidencing at least a majority of an Asset Review Quorum within 150 days of receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide written notice thereof (the “Asset Review Notice”) to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the applicable Directing Holder, the any Risk Retention Consultation Party Parties and the other Certificateholders (such notice to Certificateholders to be effected by posting such notice on the Certificate Administrator’s Website and by mailing such notice to the Certificateholders’ addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository in the case of Book-Entry Certificates). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator with a certification substantially in the form attached hereto as Exhibit KK. Upon receipt of such certification, the Certificate Administrator shall grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has received an Asset Review Vote Election within 90 days after the filing of a Form 10-D reporting the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through an agent. For the avoidance of doubt, the Asset Representations Reviewer shall not perform any Asset Review with respect to a Trust Subordinate Companion Loan at any time. (b) (i) Upon receipt from the Certificate Administrator of an Asset Review Notice with respect to a Delinquent Mortgage Loan, the Custodian (with respect to clauses (1) –through (5) below for all of the Mortgage Loans), the Master Servicer (with respect to clause (6) below for Non-Specially Serviced Loans) and the Special Servicer (with respect to clause (6) below for Specially Serviced Loans) shall promptly (but (except with respect to clause (6)) in no event later than ten (10) Business Days after receipt of such notice from the Certificate Administrator) provide, in electronic format, the following materials for such Delinquent Loan, in each case to the extent in such party’s possession, to the Asset Representations Reviewer (collectively, with the Diligence Files posted on the Secure Data Room by the Certificate Administrator pursuant to Section 4.09, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”): (1) a copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that is subject to an Asset Review; (2) a copy of an assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in favor of the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review; (3) a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not already covered pursuant to items (1) or (2) above; (4) a copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent Loan that is subject to an Asset Review; (5) a copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related to each Delinquent Loan that is subject to an Asset Review; and (6) any other related documents that are required to be part of the Review Materials and requested to be delivered by the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the Asset Representations Reviewer pursuant to clause (vii) below of this Section 11.01(b).

Asset Review. (a) On Upon the occurrence of a Delinquency Trigger Event any Noteholder, including any Note Owner, of an Outstanding Note shall have the right with respect to such Delinquency Trigger Event to initiate a vote to determine whether or prior not to each Distribution Date, based on the CREFC® Delinquent Loan Status Report and/or the CREFC® Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall determine if an Asset Review Trigger has occurred during the related Collection Period. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide notice to direct the Asset Representations Reviewer, Reviewer to undertake a review of Sixty Day Delinquent Assets to determine whether or not such Sixty Day Delinquent Assets complied with the Master Servicer, ARR Representations and Warranties (the Special Servicer and all Certificateholders“ARR Review”). Any notice required to be delivered to Upon disclosure of the Certificateholders pursuant to this Article XI shall be delivered by the Certificate Administrator (i) by posting such notice on the Certificate Administrator’s Website and (ii) by mailing such notice to the Certificateholders’ addresses appearing occurrence of a Delinquency Trigger Event in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D Monthly Noteholders’ Statement relating to the Collection Monthly Period when the Delinquency Trigger Event occurred, Noteholders shall have 90 days from the date of such disclosure to determine whether or not to initiate a vote. In order to initiate a vote, during such 90 day period Noteholders must send written notification to the Indenture Trustee indicating that in which light of the occurrence of a Delinquency Trigger Event (such Delinquency Trigger Event to be specified in such written notification) they are in favor of initiating a vote with respect to such specified Delinquency Trigger Event to determine whether or not to direct the Asset Review Representations Reviewer to undertake an ARR Review. The Indenture Trustee shall record the written notifications received from Noteholders during such 90 day period as they relate to each identified Delinquency Trigger occurredEvent. Prior, notice of its determination together with the following statement describing the events that caused the Asset Review Trigger however, to occur: “As of the [Date of Distribution]recording any written notification received during such 90 day period, the following Mortgage Loans identified below are 60 or more days delinquent and Indenture Trustee must receive verification from any Note Owner that it is in fact a Holder of a beneficial interest in an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring after providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the Master Servicer and/or the Special Servicer, as applicable, Outstanding Note. Such verification shall determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit LL within two (2x) Business Days a written certification from such Note Owner and (y) one other form of documentation such determination to as a trade confirmation, account statement, a letter from a broker or dealer, or other similar document. The Indenture Trustee may also set a record date for purposes of determining the Master Servicer, identity of Noteholders in accordance with the Special Servicer, the Operating Advisor and the Asset Representations ReviewerTrust Indenture Act Section 316(c). If Certificateholders evidencing not at any time during such 90 day period Noteholders holding no less than 5% of the aggregate Voting Rights Adjusted Outstanding Dollar Principal Amount of all Outstanding Notes (determined as of the Certificates deliver date the Delinquency Trigger Event occurred) are recorded by the Indenture Trustee with respect to a specified Delinquency Trigger Event as being in favor of initiating a vote to determine whether or not to direct the Certificate AdministratorAsset Representations Reviewer to undertake an ARR Review, within 90 days then promptly after the filing date of recordation of such 5% with respect to such Delinquency Trigger Event a vote shall be initiated and undertaken pursuant to standard vote solicitation procedures of the Indenture Trustee which may include the use of a vote solicitation/tabulation agent and the voting guidelines promulgated by the DTC relating to notes registered in the name of Cede & Co. If initiated, the Issuer shall include in its Securities Exchange Act Form 10-D reporting filing related to the Monthly Period in which such vote was initiated (a) the date such vote was initiated, (b) the timeline for submitting a vote, and (c) a statement to the effect that Noteholders can exercise their right to vote, by proxy or otherwise, in accordance with, as applicable, the applicable DTC voting guidelines and procedures. BBD, in its individual capacity, shall pay all costs, expenses and liabilities incurred by the Indenture Trustee, the Transferor and the Issuer in connection with the voting process. The vote as to whether or not to undertake an ARR Review shall be completed within 150 days of disclosure in the Monthly Noteholders’ Statement of the occurrence of a Delinquency Trigger Event. If at the end of such 150 day period Noteholders holding more than 50% of the aggregate Adjusted Outstanding Dollar Principal Amount of Noteholders casting a vote, cast such vote in favor of an Asset Review Trigger, a written direction requesting a vote to commence an Asset Review (an “Asset Review Vote Election”)ARR Review, then the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations Reviewer and to all Certificateholders and conduct a solicitation (upon receipt of votes in accordance with Section 5.12 regarding whether to authorize notification from the Servicer) shall undertake an Asset ARR Review. In The Sixty Day Delinquent Assets reviewed shall be those reported in and relating to the event there is Monthly Noteholders’ Statement for the Monthly Period in which the conditions for an affirmative ARR Review were satisfied. The Servicer shall provide the Asset Representations Reviewer with notice of a vote to authorize an Asset Review by Holders of Certificates evidencing at least a majority in favor of an ARR Review and access to copies of any underlying documents related to performing the ARR Review, as set forth in the Asset Review Quorum within 150 days of receipt Representations Reviewer Agreement. If Noteholders holding more than 50% of the Asset Review Vote Election (aggregate Adjusted Outstanding Dollar Principal Amount of Noteholders casting a vote, cast such vote in favor of an “Affirmative Asset Review Vote”)ARR Review, then the Certificate Administrator Issuer shall promptly provide written notice thereof (the “Asset Review Notice”) to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Holder, the Risk Retention Consultation Party and the other Certificateholders (such notice to Certificateholders to be effected by posting such notice on the Certificate Administrator’s Website and by mailing such notice include in its Securities Exchange Act Form 10-D filing related to the Certificateholders’ addresses appearing Monthly Period in which such voting concluded a statement to the Certificate Register effect that a vote was conducted and that as a result of such vote an ARR Review shall be undertaken by the Asset Representations Reviewer relating to the specified Delinquency Trigger Event. If Noteholders holding less than 50% of the aggregate Adjusted Outstanding Dollar Principal Amount of the Noteholders casting a vote, cast such vote in the case of Definitive Certificates and by delivering such notice via the Depository in the case of Book-Entry Certificates). Upon receipt favor of an ARR Review, then the Issuer shall include in its Securities Exchange Act Form 10-D filing related to the Monthly Period in which such voting concluded a statement to the effect that a vote was conducted and that as a result of such vote no ARR Review shall be undertaken by the Asset Review NoticeRepresentations Reviewer relating to the specified Delinquency Trigger Event. (b) Upon completion of the ARR Review, the Asset Representations Reviewer shall request access deliver a report to the Secure Data Room by providing the Certificate Administrator Indenture Trustee, with a certification substantially in copy to BBD, setting forth its findings and conclusions. Such report shall not determine whether noncompliance with the form attached hereto as Exhibit KK. Upon receipt ARR Representations and Warranties constitutes a breach of such certificationany contractual provision under the Transaction Documents, the Certificate Administrator shall grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required determine the reason for the delinquency of any Receivable, the creditworthiness of any Obligor, the overall quality of any Receivable or the compliance by the Servicer with its covenants with respect to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after servicing of the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has received an Asset Review Vote Election within 90 days after the filing of a Receivables. The Form 10-D reporting the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through an agent. (i) Upon receipt from the Certificate Administrator of an Asset Review Notice filed with respect to the Monthly Period in which the report is delivered shall include a Delinquent Mortgage Loansummary of the findings and conclusions. Not later than sixty days after receipt of the full report from the Asset Representations Reviewer, BBD, in its individual capacity, shall determine whether any instance of noncompliance with the Custodian (with respect ARR Representations and Warranties constitutes a breach of any contractual provision under the Transaction Documents and whether or not to clauses (1) –direct a reassignment of any of the Receivables subject to the ARR Review.

Asset Review. (a) On Upon the occurrence of a Delinquency Trigger Event any Noteholder, including any Note Owner, of an Outstanding Note shall have the right with respect to such Delinquency Trigger Event to initiate a vote to determine whether or prior not to each Distribution Date, based on the CREFC® Delinquent Loan Status Report and/or the CREFC® Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall determine if an Asset Review Trigger has occurred during the related Collection Period. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide notice to direct the Asset Representations Reviewer, Reviewer to undertake a review of Sixty Day Delinquent Assets to determine whether or not such Sixty Day Delinquent Assets complied with the Master Servicer, ARR Representations and Warranties (the Special Servicer and all Certificateholders“ARR Review”). Any notice required to be delivered to Upon disclosure of the Certificateholders pursuant to this Article XI shall be delivered by the Certificate Administrator (i) by posting such notice on the Certificate Administrator’s Website and (ii) by mailing such notice to the Certificateholders’ addresses appearing occurrence of a Delinquency Trigger Event in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D Monthly Noteholders’ Statement relating to the Collection Monthly Period when the Delinquency Trigger Event occurred, Noteholders shall have 90 days from the date of such disclosure to determine whether or not to initiate a vote. In order to initiate a vote, during such 90 day period Noteholders must send written notification to the Indenture Trustee indicating that in which light of the occurrence of a Delinquency Trigger Event (such Delinquency Trigger Event to be specified in such written notification) they are in favor of initiating a vote with respect to such specified Delinquency Trigger Event to determine whether or not to direct the Asset Review Representations Reviewer to undertake an ARR Review. The Indenture Trustee shall record the written notifications received from Noteholders during such 90 day period as they relate to each identified Delinquency Trigger occurredEvent. Prior, notice of its determination together with the following statement describing the events that caused the Asset Review Trigger however, to occur: “As of the [Date of Distribution]recording any written notification Back to Contents received during such 90 day period, the following Mortgage Loans identified below are 60 or more days delinquent and Indenture Trustee must receive verification from any Note Owner that it is in fact a Holder of a beneficial interest in an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring after providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the Master Servicer and/or the Special Servicer, as applicable, Outstanding Note. Such verification shall determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit LL within two (2x) Business Days a written certification from such Note Owner and (y) one other form of documentation such determination to as a trade confirmation, account statement, a letter from a broker or dealer, or other similar document. The Indenture Trustee may also set a record date for purposes of determining the Master Servicer, identity of Noteholders in accordance with the Special Servicer, the Operating Advisor and the Asset Representations ReviewerTrust Indenture Act Section 316(c). If Certificateholders evidencing not at any time during such 90 day period Noteholders holding no less than 5% of the aggregate Voting Rights Adjusted Outstanding Dollar Principal Amount of all Outstanding Notes (determined as of the Certificates deliver date the Delinquency Trigger Event occurred) are recorded by the Indenture Trustee with respect to a specified Delinquency Trigger Event as being in favor of initiating a vote to determine whether or not to direct the Certificate AdministratorAsset Representations Reviewer to undertake an ARR Review, within 90 days then promptly after the filing date of recordation of such 5% with respect to such Delinquency Trigger Event a vote shall be initiated and undertaken pursuant to standard vote solicitation procedures of the Indenture Trustee which may include the use of a vote solicitation/tabulation agent and the voting guidelines promulgated by the DTC relating to notes registered in the name of Cede & Co. If initiated, the Issuer shall include in its Securities Exchange Act Form 10-D reporting filing related to the Monthly Period in which such vote was initiated (a) the date such vote was initiated, (b) the timeline for submitting a vote, and (c) a statement to the effect that Noteholders can exercise their right to vote, by proxy or otherwise, in accordance with, as applicable, the applicable DTC voting guidelines and procedures. BBD, in its individual capacity, shall pay all costs, expenses and liabilities incurred by the Indenture Trustee, the Transferor and the Issuer in connection with the voting process. The vote as to whether or not to undertake an ARR Review shall be completed within 150 days of disclosure in the Monthly Noteholders’ Statement of the occurrence of a Delinquency Trigger Event. If at the end of such 150 day period Noteholders holding more than 50% of the aggregate Adjusted Outstanding Dollar Principal Amount of Noteholders casting a vote, cast such vote in favor of an Asset Review Trigger, a written direction requesting a vote to commence an Asset Review (an “Asset Review Vote Election”)ARR Review, then the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations Reviewer and to all Certificateholders and conduct a solicitation (upon receipt of votes in accordance with Section 5.12 regarding whether to authorize notification from the Servicer) shall undertake an Asset ARR Review. In The Sixty Day Delinquent Assets reviewed shall be those reported in and relating to the event there is Monthly Noteholders’ Statement for the Monthly Period in which the conditions for an affirmative ARR Review were satisfied. The Servicer shall provide the Asset Representations Reviewer with notice of a vote to authorize an Asset Review by Holders of Certificates evidencing at least a majority in favor of an ARR Review and access to copies of any underlying documents related to performing the ARR Review, as set forth in the Asset Review Quorum within 150 days of receipt Representations Reviewer Agreement. If Noteholders holding more than 50% of the Asset Review Vote Election (aggregate Adjusted Outstanding Dollar Principal Amount of Noteholders casting a vote, cast such vote in favor of an “Affirmative Asset Review Vote”)ARR Review, then the Certificate Administrator Issuer shall promptly provide written notice thereof (the “Asset Review Notice”) to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Holder, the Risk Retention Consultation Party and the other Certificateholders (such notice to Certificateholders to be effected by posting such notice on the Certificate Administrator’s Website and by mailing such notice include in its Securities Exchange Act Form 10-D filing related to the Certificateholders’ addresses appearing Monthly Period in which such voting concluded a statement to the Certificate Register effect that a vote was conducted and that as a result of such vote an ARR Review shall be undertaken by the Asset Representations Reviewer relating to the specified Delinquency Trigger Event. If Noteholders holding less than 50% of the aggregate Adjusted Outstanding Dollar Principal Amount of the Noteholders casting a vote, cast such vote in the case of Definitive Certificates and by delivering such notice via the Depository in the case of Book-Entry Certificates). Upon receipt favor of an ARR Review, then the Issuer shall include in its Securities Exchange Act Form 10-D filing related to the Monthly Period in which such voting concluded a statement to the effect that a vote was conducted and that as a result of such vote no ARR Review shall be undertaken by the Asset Review NoticeRepresentations Reviewer relating to the specified Delinquency Trigger Event. (b) Upon completion of the ARR Review, the Asset Representations Reviewer shall request access deliver a report to the Secure Data Room by providing the Certificate Administrator Indenture Trustee, with a certification substantially in copy to BBD, setting forth its Back to Contents findings and conclusions. Such report shall not determine whether noncompliance with the form attached hereto as Exhibit KK. Upon receipt ARR Representations and Warranties constitutes a breach of such certificationany contractual provision under the Transaction Documents, the Certificate Administrator shall grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required determine the reason for the delinquency of any Receivable, the creditworthiness of any Obligor, the overall quality of any Receivable or the compliance by the Servicer with its covenants with respect to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after servicing of the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has received an Asset Review Vote Election within 90 days after the filing of a Receivables. The Form 10-D reporting the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through an agent. (i) Upon receipt from the Certificate Administrator of an Asset Review Notice filed with respect to the Monthly Period in which the report is delivered shall include a Delinquent Mortgage Loansummary of the findings and conclusions. Not later than sixty days after receipt of the full report from the Asset Representations Reviewer, BBD, in its individual capacity, shall determine whether any instance of noncompliance with the Custodian (with respect ARR Representations and Warranties constitutes a breach of any contractual provision under the Transaction Documents and whether or not to clauses (1) –direct a reassignment of any of the Receivables subject to the ARR Review.

Asset Review. (a) On or prior to each Distribution Date, based on the CREFC® Delinquent Loan Status Report and/or the CREFC® Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall determine if an Asset Review Trigger has occurred during the related Collection Period. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide notice to the Asset Representations Reviewer, the Master Servicer, the Special Servicer and all Certificateholders. Any notice required to be delivered to the Certificateholders pursuant to this Article XI shall be delivered by the Certificate Administrator (i) by posting such notice on the Certificate Administrator’s Website and (ii) by mailing such notice to the Certificateholders’ addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the Collection Period in which the Asset Review Trigger occurred, notice of its determination together with the following statement describing the events that caused the Asset Review Trigger to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring after providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the Master Servicer and/or the Special Servicer, as applicable, shall determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit LL within two (2) Business Days of such determination to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer. If Certificateholders evidencing not less than 5% of the aggregate Voting Rights of the Certificates deliver to the Certificate Administrator, within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations Reviewer and to all Certificateholders and conduct a solicitation of votes in accordance with Section 5.12 regarding whether to authorize an Asset Review. In the event there is an affirmative vote to authorize an Asset Review by Holders of Certificates evidencing at least a majority of an Asset Review Quorum within 150 days of receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide written notice thereof (the “Asset Review Notice”) to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Holder, the Risk Retention Consultation Party Holder and the other Certificateholders (such notice to Certificateholders to be effected by posting such notice on the Certificate Administrator’s Website and by mailing such notice to the Certificateholders’ addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository in the case of Book-Entry Certificates). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator with a certification substantially in the form attached hereto as Exhibit KK. Upon receipt of such certification, the Certificate Administrator shall grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has received an Asset Review Vote Election within 90 days after the filing of a Form 10-D reporting the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through an agent. (i) Upon receipt from the Certificate Administrator of an Asset Review Notice with respect to a Delinquent Mortgage Loan, the Custodian (with respect to clauses (1) –

Asset Review. (a) On Upon the occurrence of a Delinquency Trigger Event any Noteholder, including any Note Owner, of an Outstanding Note shall have the right with respect to such Delinquency Trigger Event to initiate a vote to determine whether or prior not to each Distribution Date, based on the CREFC® Delinquent Loan Status Report and/or the CREFC® Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall determine if an Asset Review Trigger has occurred during the related Collection Period. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide notice to direct the Asset Representations Reviewer, Reviewer to undertake a review of Sixty Day Delinquent Assets to determine whether or not such Sixty Day Delinquent Assets complied with the Master Servicer, ARR Representations and Warranties (the Special Servicer and all Certificateholders“ARR Review”). Any notice required to be delivered to Upon disclosure of the Certificateholders pursuant to this Article XI shall be delivered by the Certificate Administrator (i) by posting such notice on the Certificate Administrator’s Website and (ii) by mailing such notice to the Certificateholders’ addresses appearing occurrence of a Delinquency Trigger Event in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D Monthly Noteholders’ Statement relating to the Collection Monthly Period when the a Delinquency Trigger Event occurred, Noteholders shall have 90 days from the date of such disclosure to determine whether or not to initiate a vote. In order to initiate a vote, during such 90 day period Noteholders must send written notification to the Indenture Trustee indicating that in which light of the occurrence of a Delinquency Trigger Event (such Delinquency Trigger Event to be specified in such written notification) they are in favor of initiating a vote with respect to such specified Delinquency Trigger Event to determine whether or not to direct the Asset Review Representations Reviewer to undertake an ARR Review. The Indenture Trustee shall record the written notifications received from Noteholders during such 90 day period as they relate to each identified Delinquency Trigger occurredEvent. Prior, notice of its determination together with the following statement describing the events that caused the Asset Review Trigger however, to occur: “As of the [Date of Distribution]recording any written notification received during such 90 day period, the following Mortgage Loans identified below are 60 or more days delinquent and Indenture Trustee must receive verification from any Note Owner that it is in fact a Holder of a beneficial interest in an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring after providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the Master Servicer and/or the Special Servicer, as applicable, Outstanding Note. Such verification shall determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit LL within two (2x) Business Days a written certification from such Note Owner and (y) one other form of documentation such determination to as a trade confirmation, account statement, a letter from a broker or dealer, or other similar document. The Indenture Trustee may also set a record date for purposes of determining the Master Servicer, identity of Noteholders in accordance with the Special Servicer, the Operating Advisor and the Asset Representations ReviewerTrust Indenture Act Section 316(c). If Certificateholders evidencing not at any time during such 90 day period Noteholders holding no less than 5% of the aggregate Voting Rights Adjusted Outstanding Dollar Principal Amount of all Outstanding Notes (determined as of the Certificates deliver date the Delinquency Trigger Event occurred) are recorded by the Indenture Trustee with respect to a specified Delinquency Trigger Event as being in favor of initiating a vote to determine whether or not to direct the Certificate AdministratorAsset Representations Reviewer to undertake an ARR Review, within 90 days then promptly after the filing date of recordation of such 5% with respect to such Delinquency Trigger Event a vote shall be initiated and undertaken pursuant to standard vote solicitation procedures of the Indenture Trustee which may include the use of a vote solicitation/tabulation agent and the voting guidelines promulgated by the DTC relating to notes registered in the name of Cede & Co. If initiated, the Issuer shall include in its Securities Exchange Act Form 10-D reporting filing related to the Monthly Period in which such vote was initiated (a) the date such vote was initiated, (b) the timeline for submitting a vote, and (c) a statement to the effect that Noteholders can exercise their right to vote, by proxy or otherwise, in accordance with, as applicable, the applicable DTC voting guidelines and procedures. BBD, in its individual capacity, shall pay all costs, expenses and liabilities incurred by the Indenture Trustee, the Transferor and the Issuer in connection with the voting process. The vote as to whether or not to undertake an ARR Review shall be completed within 150 days of disclosure in the Monthly Noteholders’ Statement of the occurrence of a Delinquency Trigger Event. If at the end of such 150 day period Noteholders holding more than 50% of the aggregate Adjusted Outstanding Dollar Principal Amount of Noteholders casting a vote, cast such vote in favor of an Asset Review Trigger, a written direction requesting a vote to commence an Asset Review (an “Asset Review Vote Election”)ARR Review, then the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations Reviewer and to all Certificateholders and conduct a solicitation (upon receipt of votes in accordance with Section 5.12 regarding whether to authorize notification from the Servicer) shall undertake an Asset ARR Review. In The Sixty Day Delinquent Assets reviewed shall be those reported in and relating to the event there is Monthly Noteholders’ Statement for the Monthly Period in which the conditions for an affirmative ARR Review were satisfied. The Servicer shall provide the Asset Representations Reviewer with notice of a vote to authorize an Asset Review by Holders of Certificates evidencing at least a majority in favor of an ARR Review and access to copies of any underlying documents related to performing the ARR Review, as set forth in the Asset Review Quorum within 150 days of receipt Representations Reviewer Agreement. If Noteholders holding more than 50% of the Asset Review Vote Election (aggregate Adjusted Outstanding Dollar Principal Amount of Noteholders casting a vote, cast such vote in favor of an “Affirmative Asset Review Vote”)ARR Review, then the Certificate Administrator Issuer shall promptly provide written notice thereof (the “Asset Review Notice”) to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Holder, the Risk Retention Consultation Party and the other Certificateholders (such notice to Certificateholders to be effected by posting such notice on the Certificate Administrator’s Website and by mailing such notice include in its Securities Exchange Act Form 10-D filing related to the Certificateholders’ addresses appearing Monthly Period in which such voting concluded a statement to the Certificate Register effect that a vote was conducted and that as a result of such vote an ARR Review shall be undertaken by the Asset Representations Reviewer relating to the specified Delinquency Trigger Event. If Noteholders holding less than 50% of the aggregate Adjusted Outstanding Dollar Principal Amount of the Noteholders casting a vote, cast such vote in the case of Definitive Certificates and by delivering such notice via the Depository in the case of Book-Entry Certificates). Upon receipt favor of an ARR Review, then the Issuer shall include in its Securities Exchange Act Form 10-D filing related to the Monthly Period in which such voting concluded a statement to the effect that a vote was conducted and that as a result of such vote no ARR Review shall be undertaken by the Asset Review NoticeRepresentations Reviewer relating to the specified Delinquency Trigger Event. (b) Upon completion of the ARR Review, the Asset Representations Reviewer shall request access deliver a report to the Secure Data Room by providing the Certificate Administrator Indenture Trustee, with a certification substantially in copy to BBD, setting forth its findings and conclusions. Such report shall not determine whether noncompliance with the form attached hereto as Exhibit KK. Upon receipt ARR Representations and Warranties constitutes a breach of such certificationany contractual provision under the Transaction Documents, the Certificate Administrator shall grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required determine the reason for the delinquency of any Receivable, the creditworthiness of any Obligor, the overall quality of any Receivable or the compliance by the Servicer with its covenants with respect to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after servicing of the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has received an Asset Review Vote Election within 90 days after the filing of a Receivables. The Form 10-D reporting the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through an agent. (i) Upon receipt from the Certificate Administrator of an Asset Review Notice filed with respect to the Monthly Period in which the report is delivered shall include a Delinquent Mortgage Loansummary of the findings and conclusions. Not later than sixty days after receipt of the full report from the Asset Representations Reviewer, BBD, in its individual capacity, shall determine whether any instance of noncompliance with the Custodian (with respect ARR Representations and Warranties constitutes a breach of any contractual provision under the Transaction Documents and whether or not to clauses (1) –direct a reassignment of any of the Receivables subject to the ARR Review.

Asset Review. (a) On Upon the occurrence of a Delinquency Trigger Event any Noteholder, including any Note Owner, of an Outstanding Note shall have the right with respect to such Delinquency Trigger Event to initiate a vote to determine whether or prior not to each Distribution Date, based on the CREFC® Delinquent Loan Status Report and/or the CREFC® Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall determine if an Asset Review Trigger has occurred during the related Collection Period. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide notice to direct the Asset Representations Reviewer, Reviewer to undertake a review of Sixty Day Delinquent Assets to determine whether or not such Sixty Day Delinquent Assets complied with the Master Servicer, ARR Representations and Warranties (the Special Servicer and all Certificateholders“ARR Review”). Any notice required to be delivered to Upon disclosure of the Certificateholders pursuant to this Article XI shall be delivered by the Certificate Administrator (i) by posting such notice on the Certificate Administrator’s Website and (ii) by mailing such notice to the Certificateholders’ addresses appearing occurrence of a Delinquency Trigger Event in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D Monthly Noteholders’ Statement relating to the Collection Monthly Period when the a Delinquency Trigger Event occurred, Noteholders shall have 90 days from the date of such disclosure to determine whether or not to initiate a vote. In order to initiate a vote, during such 90 day period Noteholders must send written notification to the Indenture Trustee indicating that in which light of the occurrence of a Delinquency Trigger Event (such Delinquency Trigger Event to be specified in such written notification) they are in favor of initiating a vote with respect to such specified Delinquency Trigger Event to determine whether or not to direct the Asset Review Representations Reviewer to undertake an ARR Review. The Indenture Trustee shall record the written notifications received from Noteholders during such 90 day period as they relate to each identified Delinquency Trigger occurredEvent. Prior, notice of its determination together with the following statement describing the events that caused the Asset Review Trigger however, to occur: “As of the [Date of Distribution]recording any written notification received during such 90 day period, the following Mortgage Loans identified below are 60 or more days delinquent and Indenture Trustee must receive verification from any Note Owner that it is in fact a Holder of a beneficial interest in an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring after providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the Master Servicer and/or the Special Servicer, as applicable, Outstanding Note. Such verification shall determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit LL within two (2x) Business Days a written certification from such Note Owner and (y) one other form of documentation such determination to as a trade confirmation, account statement, a letter from a broker or dealer, or other similar document. The Indenture Trustee may also set a record date for purposes of determining the Master Servicer, identity of Noteholders in accordance with the Special Servicer, the Operating Advisor and the Asset Representations ReviewerTrust Indenture Act Section 316(c). If Certificateholders evidencing not at any time during such 90 day period Noteholders holding no less than 5% of the aggregate Voting Rights Adjusted Outstanding Dollar Principal Amount of all Outstanding Notes (determined as of the Certificates deliver date the Delinquency Trigger Event occurred) are recorded by the Indenture Trustee with respect to a specified Delinquency Trigger Event as being in favor of initiating a vote to determine whether or not to direct the Asset Representations Reviewer to undertake an ARR Review, then upon the date of recordation of such 5% with respect to such Delinquency Trigger Event a vote shall be initiated and undertaken pursuant to the Certificate Administratorvoting guidelines promulgated by the DTC relating to notes registered in the name of Cede & Co. If initiated, within 90 days after the filing of the Issuer shall include in its Securities Exchange Act Form 10-D reporting filing related to the Monthly Period in which such vote was initiated (a) the date such vote was initiated, (b) the timeline for submitting a vote, and (c) a statement to the effect that Noteholders can exercise their right to vote, by proxy or otherwise, in accordance with, as applicable, the applicable DTC voting guidelines and procedures. BBD, as sponsor, shall pay all costs, expenses and liabilities incurred by the Indenture Trustee, the Transferor and the Issuer in connection with the voting process. The vote as to whether or not to undertake an ARR Review shall be completed within 150 days of disclosure in the Monthly Noteholders’ Statement of the occurrence of an Asset Review Trigger, a written direction requesting Delinquency Trigger Event. If at the end of such 150 day period Noteholders holding more than 50% of the aggregate Adjusted Outstanding Dollar Principal Amount of Noteholders casting a vote to commence cast such vote in favor of an Asset Review (an “Asset Review Vote Election”)ARR Review, then the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations Reviewer and to all Certificateholders and conduct a solicitation (upon receipt of votes in accordance with Section 5.12 regarding whether to authorize notification from the Servicer) shall undertake an Asset ARR Review. In The Sixty Day Delinquent Assets reviewed shall be those reported in and relating to the event there is Monthly Noteholders’ Statement for the Monthly Period in which the conditions for an affirmative ARR Review were satisfied. The Servicer shall provide the Asset Representations Reviewer with notice of a vote to authorize an Asset Review by Holders of Certificates evidencing at least a majority in favor of an ARR Review and access to copies of any underlying documents related to performing the ARR Review, as set forth in the Asset Review Quorum within 150 days of receipt Representations Reviewer Agreement. If Noteholders holding more than 50% of the Asset Review Vote Election (aggregate Adjusted Outstanding Dollar Principal Amount of Noteholders casting a vote, cast such vote in favor of an “Affirmative Asset Review Vote”)ARR Review, then the Certificate Administrator Issuer shall promptly provide written notice thereof (the “Asset Review Notice”) to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Holder, the Risk Retention Consultation Party and the other Certificateholders (such notice to Certificateholders to be effected by posting such notice on the Certificate Administrator’s Website and by mailing such notice include in its Securities Exchange Act Form 10-D filing related to the Certificateholders’ addresses appearing Monthly Period in which such voting concluded a statement to the Certificate Register effect that a vote was conducted by the Noteholders and that as a result of such vote an ARR Review shall be undertaken by the Asset Representations Reviewer relating to the specified Delinquency Trigger Event. If Noteholders holding less than 50% of the aggregate Adjusted Outstanding Dollar Principal Amount of the Noteholders casting a vote cast such vote in the case of Definitive Certificates and by delivering such notice via the Depository in the case of Book-Entry Certificates). Upon receipt favor of an ARR Review, then the Issuer shall include in its Securities Exchange Act Form 10-D filing related to the Monthly Period in which such voting concluded a statement to the effect that a vote was conducted and that as a result of such vote no ARR Review shall be undertaken by the Asset Review NoticeRepresentations Reviewer relating to the specified Delinquency Trigger Event. (b) Upon completion of the ARR Review, the Asset Representations Reviewer shall request access deliver a report to the Secure Data Room by providing the Certificate Administrator Indenture Trustee, with a certification substantially in copy to BBD, setting forth its findings and conclusions. Such report shall not determine whether noncompliance with the form attached hereto as Exhibit KK. Upon receipt ARR Representations and Warranties constitutes a breach of such certificationany contractual provision under the Transaction Documents, the Certificate Administrator shall grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required determine the reason for the delinquency of any Receivable, the creditworthiness of any Obligor, the overall quality of any Receivable or the compliance by the Servicer with its covenants with respect to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after servicing of the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has received an Asset Review Vote Election within 90 days after the filing of a Receivables. The Form 10-D reporting the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through an agent. (i) Upon receipt from the Certificate Administrator of an Asset Review Notice filed with respect to the Monthly Period in which the report is delivered shall include a Delinquent Mortgage Loansummary of the findings and conclusions. Not later than sixty days after receipt of the full report from the Asset Representations Reviewer, BBD, as sponsor, shall determine whether any instance of noncompliance with the Custodian (with respect ARR Representations and Warranties constitutes a breach of any contractual provision under the Transaction Documents and whether or not to clauses (1) –direct a reassignment of any of the Receivables subject to the ARR Review.