Common use of The Trust Advisor Clause in Contracts

The Trust Advisor. (i) Within sixty (60) days after the end of each calendar year during any Senior Consultation Period, the Trust Advisor shall meet with representatives of the Special Servicer to perform a review of the Special Servicer’s operational practices on a platform basis in light of the Servicing Standard and the requirements of this Agreement and shall discuss the Special Servicer’s stated policies and procedures, operational controls and protocols, risk management systems, technological infrastructure (systems), intellectual resources, the Special Servicer’s reasoning for believing it is in compliance with this Agreement and other pertinent information the Trust Advisor may consider relevant, in each case, insofar as such information relates to the resolution or liquidation of Specially Serviced Mortgage Loans during such calendar year. (ii) Based on (a) the Trust Advisor’s review of, (1) during any Subordinate Control Period, any previously identified Final Asset Status Reports delivered to the Trust Advisor by the Special Servicer, and (2) during any Collective Consultation Period or Senior Consultation Period, any Asset Status Reports and other information delivered to the Trust Advisor by the Special Servicer (other than any communications between the Subordinate Class Representative and the Special Servicer that would be Privileged Information) and (b) during a Senior Consultation Period, the Trust Advisor’s meeting with the Special Servicer, the Trust Advisor shall deliver to the Certificate Administrator (who shall promptly post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b)) and the Rule 17g-5 Information Provider (who shall promptly post such Trust Advisor Annual Report on the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(b)) within 120 days of the end of the prior calendar year an annual report (the “Trust Advisor Annual Report”), substantially in the form of Exhibit O-1 or Exhibit O-2, as applicable (which form may be modified or altered as to either its organization or content by the Trust Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information; provided, however, that in no event shall the information or any other content included in the Trust Advisor Annual Report contravene any provision of this Agreement) setting forth the Trust Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar year on a platform-level basis with respect to the resolution and liquidation of Specially Serviced Mortgage Loans during the prior calendar year; provided, however, that during any Subordinate Control Period, such assessment shall relate solely to Specially Serviced Mortgage Loans with respect to which a Final Asset Status Report has been issued. In the event that the Trust Advisor has provided for review to the Special Servicer a Trust Advisor Annual Report containing an assessment of the performance of the Special Servicer pursuant to Section 3.28(a)(iv) that in the reasonable view of the Special Servicer presents a negative assessment of the Special Servicer’s performance, the Special Servicer shall be permitted to provide to the Trust Advisor reasonably non-privileged information and documentation, in each case that is relevant to the facts upon which the Trust Advisor has based such assessment, and the Trust Advisor shall undertake a reasonable review of such additional limited non-privileged information and documentation prior to finalizing its annual assessment. Subject to the restrictions and limitations in this Agreement, including, without limitation, Section 3.28(b), (c) and (d) hereof, each Trust Advisor Annual Report shall (A) identify any material deviations of which it has actual knowledge (i) from the Special Servicer’s obligations to comply with the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of Specially Serviced Mortgage Loans and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions). No Trust Advisor Annual Report shall be required with respect to any calendar year in which no Asset Status Report is prepared (or, during a Subordinate Control Period, finalized) in connection with a Specially Serviced Mortgage Loan or REO Property. Each Trust Advisor Annual Report shall be delivered to the Certificate Administrator, and the Certificate Administrator shall promptly upon receipt post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b). The Trust Advisor shall also deliver a copy of each Trust Advisor Annual Report to the Master Servicer, the Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class Representative. Each of the Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class Representative, shall be given an opportunity to review any annual report described in this Section 3.28(a)(ii) and produced by the Trust Advisor at least ten (10) days prior to its delivery to the Certificate Administrator. (iii) The Trust Advisor, the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates shall keep, and the Trust Advisor shall cause the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates to keep, confidential any Privileged Information received from the Special Servicer or Subordinate Class Representative in connection with the Subordinate Class Representative’s exercise of any rights under this Agreement (including, without limitation, in connection with any Asset Status Report) or otherwise in connection with the Certificates. Subject to the permitted exceptions in the following sentence, the Trust Advisor shall not disclose such Privileged Information so received from the Special Servicer or Subordinate Class Representative to any other Person (including any Certificateholders which are not then Holders of the Control-Eligible Certificates), other than to the other parties to this Agreement, to the extent expressly required by the other provisions of this Agreement, unless the Trust Advisor is, as evidenced by an Opinion of Counsel at its expense delivered to the Trust Advisor, the Special Servicer, the Subordinate Class Representative and the Certificate Administrator, otherwise required by applicable law, rule, regulation, order, judgment or decree to disclose such Privileged Information. If any party to this Agreement (other than the Special Servicer) so receives any such Privileged Information and has been advised that such information is Privileged Information, then such party shall be prohibited from disclosing such information so received by it from the Trust Advisor to any other Person, including in connection with preparing any responses to any investor-submitted inquiries posted on the Investor Q&A Forum, except to the extent that (a) the Special Servicer and the Subordinate Class Representative have consented in writing to its disclosure, (b) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by such party, (c) it is reasonable and necessary for such party to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies, (d) such Privileged Information was already known to such party and not otherwise subject to a confidentiality obligation, (e) such disclosure is expressly authorized or required under another provision of this Agreement and/or (f) such disclosure is required by applicable law, rule, regulation, order, judgment or decree. Notwithstanding the foregoing, the Trust Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Trust Advisor to the extent necessary and for the sole purpose of permitting the Trust Advisor to perform its duties under this Agreement and so long as such Affiliates and any such subcontractors agree in writing to be bound by the same confidentiality provisions applicable to the Trust Advisor. (iv) During any Senior Consultation Period, the Trust Advisor shall provide the Special Servicer with at least thirty (30) days’ prior written notice of the date proposed for the annual meeting described in this Section 3.28

The Trust Advisor. (i) Within sixty (60) days after the end of each calendar year during any Senior Consultation Period, the Trust Advisor shall meet with representatives of the Special Servicer if the Special Servicer prepared (and delivered to the Trust Advisor) an Asset Status Report with respect to a Specially Serviced Mortgage Loan or REO Property during such calendar year to perform a review of the Special Servicer’s operational practices on a platform platform-level basis in light of the Servicing Standard and the requirements of this Agreement and shall discuss the Special Servicer’s stated policies and procedures, operational controls and protocols, risk management systems, technological infrastructure (systems), intellectual resources, the Special Servicer’s reasoning for believing it is in compliance with this Agreement and other pertinent information the Trust Advisor may consider relevant, in each case, insofar as such information relates to the resolution workout, restructuring, resolution, sale or liquidation of Specially Serviced Mortgage Loans by the Special Servicer during such calendar year. (ii) Based on (a) the Trust Advisor’s review of, of (1) during any Subordinate Control Period, any previously identified Final Asset Status Reports delivered to the Trust Advisor by the Special Servicer, and (2) during any Collective Consultation Period or Senior Consultation Period, any Asset Status Reports and other information delivered to the Trust Advisor by the Special Servicer (other than any communications between the Subordinate Class Representative and the Special Servicer that would be Privileged Information), and (3) during any control or consultation period (as set forth in clauses (1) and (2) above), such other additional limited non-privileged information and documentation provided by the Special Servicer to the Trust Advisor that is required or permitted to be delivered to the Trust Advisor under this Agreement (including, without limitation, the annual compliance statements delivered by the Special Servicer pursuant to Section 11.12 and the annual independent public accountants’ servicing reports furnished with respect to the Special Servicer pursuant to Section 11.14) and (b) during a Senior Consultation Period, the Trust Advisor’s meeting with the Special Servicer, the Trust Advisor shall prepare and deliver to the Trustee and to the Certificate Administrator (who shall promptly post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b)) and the Rule 17g-5 Information Provider (who shall promptly post such Trust Advisor Annual Report on the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(b8.12(c)) within 120 days of the end of the prior calendar year an annual report (the “Trust Advisor Annual Report”), substantially in the form of Exhibit O-1 or Exhibit O-2, as applicable (which form may be modified or altered as to either its organization or content by the Trust Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information; provided, however, provided that in no event shall the information or any other content included in the Trust Advisor Annual Report contravene any provision of this Agreement) setting forth the Trust Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar year on a platform-level basis with respect to the resolution workout, restructuring, resolution, sale and liquidation of Specially Serviced Mortgage Loans during the prior calendar year; provided, however, provided that during any Subordinate Control Period, such assessment shall relate solely to Specially Serviced Mortgage Loans with respect to which a Final Asset Status Report has been issued. In Solely as used in connection with the event that Trust Advisor Annual Report, the term “platform-level basis” refers to the Special Servicer’s performance of its duties as they relate to the workout, restructuring, resolution, sale and liquidation of Specially Serviced Mortgage Loans, taking into account the Special Servicer’s specific duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Trust Advisor of the items required to be reviewed by it pursuant to this Agreement. If the Trust Advisor has provided for review to the Special Servicer a Trust Advisor Annual Report containing an assessment of the performance of the Special Servicer pursuant to Section 3.28(a)(iv) that in the reasonable view of the Special Servicer presents a negative assessment of the Special Servicer’s performance, the Special Servicer shall be permitted to provide to the Trust Advisor reasonably non-privileged information and documentation, in each case that is reasonably relevant to the facts upon which the Trust Advisor has based such assessment, and the Trust Advisor shall undertake a reasonable review of such additional limited non-privileged information and documentation prior to finalizing its annual assessment. Notwithstanding the foregoing, the content of the Trust Advisor Annual Report shall be determined solely by the Trust Advisor. Subject to the restrictions and limitations in this Agreement, including, without limitation, Section 3.28(b), (c), (d) and (dg) hereof, each Trust Advisor Annual Report shall (A) identify any material deviations of which it has actual knowledge (i) from the Special Servicer’s obligations to comply with the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution workout, restructuring, resolution, sale or liquidation of Specially Serviced Mortgage Loans and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions). No Trust Advisor Annual Report shall be required from the Trust Advisor with respect to any the Special Servicer if during the prior calendar year in which no Asset Status Report is was prepared (or, during a Subordinate Control Period, finalized) by the Special Servicer in connection with a Specially Serviced Mortgage Loan or REO PropertyProperty that the Special Servicer was obligated to service. In addition, in the event the Special Servicer is replaced during the prior calendar year, the Trust Advisor will only be required to prepare a Trust Advisor Annual Report relating to each entity that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such Trust Advisor Annual Report. Each Trust Advisor Annual Report shall be delivered to the Certificate Administrator, and the Certificate Administrator shall promptly upon receipt post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b). The Trust Advisor shall also deliver a copy of each Trust Advisor Annual Report to the Master Servicer, the Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class RepresentativeRepresentative (other than with respect to any Excluded Loan) and any Serviced Companion Loan Holder. Each of the The Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class RepresentativeRepresentative (other than with respect to any Excluded Loan), shall be given an opportunity to review any annual report described in this Section 3.28(a)(ii) and produced by the Trust Advisor at least ten (10) days prior to its delivery to the Certificate Administrator. (iii) The Trust Advisor, the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates shall keep, and the Trust Advisor shall cause the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates to keep, confidential any Privileged Information received from the Special Servicer or Subordinate Class Representative in connection with the Subordinate Class Representative’s exercise of any rights under this Agreement (including, without limitation, in connection with any Asset Status Report) or otherwise in connection with the Certificates. Subject to the permitted exceptions in the following sentence, the Trust Advisor shall not disclose such Privileged Information so received from the Special Servicer or Subordinate Class Representative to any other Person (including any Certificateholders which are not then Holders of the Control-Eligible Certificates), other than to the other parties to this Agreement, to any trustee or certificate administrator appointed for the benefit of any Serviced Pari Passu Companion Loan and to the extent expressly required by the other provisions of this Agreement, unless Agreement and other than under the Trust Advisor is, as evidenced by an Opinion of Counsel at its expense delivered to circumstances described in the following sentence. If the Trust Advisor, the Special ServicerTrust Advisor’s subcontractors or the Trust Advisor’s Affiliates, the Subordinate Class Representative and the Certificate Administrator, otherwise required by applicable law, rule, regulation, order, judgment or decree to disclose such Privileged Information. If any other party to this Agreement (other than the Special Servicer) so ), receives any such Privileged Information and has been advised that such information is Privileged Information, then such party Person shall be prohibited from disclosing such information so received by it from the Trust Advisor to any other Person, including in connection with preparing any responses to any investor-submitted inquiries posted on the Investor Q&A Forum, except to the extent that (a) the Special Servicer and (unless such Privileged Information relates to an Excluded Loan) the Subordinate Class Representative have consented in writing to its disclosure, (b) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by such partyPerson, (c) it is reasonable and necessary for such party Person to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies, (d) such Privileged Information was already known to such party Person and not otherwise subject to a confidentiality obligation, (e) such disclosure is expressly authorized or required under another provision of this Agreement and/or (f) such disclosure is required by applicable law, rule, regulation, order, judgment or decree. Notwithstanding the foregoing, the Trust Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Trust Advisor to the extent necessary and for the sole purpose of permitting the Trust Advisor to perform its duties under this Agreement and so long as such Affiliates and any such subcontractors agree in writing to be bound by the same confidentiality provisions applicable to the Trust Advisor. (iv) During any Senior Consultation Period, the Trust Advisor shall provide the Special Servicer with at least thirty (30) days’ prior written notice of the date proposed for the annual meeting described in this Section 3.28

The Trust Advisor. (i) Within sixty (60) days after the end of each calendar year during any Senior Consultation Period, the Trust Advisor shall meet with representatives of the each Special Servicer if such Special Servicer prepared (and delivered to the Trust Advisor) an Asset Status Report with respect to a Specially Serviced Mortgage Loan or REO Property during such preceding calendar year to perform a such review of the each such Special Servicer’s operational practices on a platform platform-level basis in light of the Servicing Standard and the requirements of this Agreement and shall discuss the such Special Servicer’s stated policies and procedures, operational controls and protocols, risk management systems, technological infrastructure (systems), intellectual resources, the such Special Servicer’s reasoning for believing it is in compliance with this Agreement and other pertinent information the Trust Advisor may consider relevant, in each case, insofar as such information relates to the resolution workout, restructuring, resolution, sale or liquidation of Specially Serviced Mortgage Loans by such Special Servicer during such calendar year. (ii) Based on (a) the Trust Advisor’s review of, (1) during any Subordinate Control Period, any previously identified Final Asset Status Reports delivered to the Trust Advisor by the applicable Special Servicer, and (2) during any Collective Consultation Period or Senior Consultation Period, any Asset Status Reports and other information delivered to the Trust Advisor by the applicable Special Servicer (other than any communications between the Subordinate Class Representative and the that Special Servicer that would be Privileged Information) and (b) during a Senior Consultation Period, the Trust Advisor’s meeting with the applicable Special Servicer, the Trust Advisor shall prepare and deliver to the Trustee and to the Certificate Administrator (who shall promptly post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b)) and the Rule 17g-5 Information Provider (who shall promptly post such Trust Advisor Annual Report on the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(b8.12(c)) within 120 days of the end of the prior calendar year an annual report (the “Trust Advisor Annual Report”), substantially in the form of Exhibit O-1 or Exhibit O-2, as applicable (which form may be modified or altered as to either its organization or content by the Trust Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information; provided, however, provided that in no event shall the information or any other content included in the Trust Advisor Annual Report contravene any provision of this Agreement) setting forth the Trust Advisor’s assessment of the applicable Special Servicer’s performance of its duties under this Agreement during the prior calendar year on a platform-level basis with respect to the resolution workout, restructuring, resolution, sale and liquidation of Specially Serviced Mortgage Loans during the prior calendar year; provided, however, provided that during any Subordinate Control Period, such assessment shall relate solely to Specially Serviced Mortgage Loans with respect to which a Final Asset Status Report has been issued. In the event that If the Trust Advisor has provided for review to the applicable Special Servicer a Trust Advisor Annual Report containing an assessment of the performance of the such Special Servicer pursuant to Section 3.28(a)(iv) that in the reasonable view of the such Special Servicer presents a negative assessment of the that Special Servicer’s performance, the that Special Servicer shall be permitted to provide to the Trust Advisor reasonably non-privileged information and documentation, in each case that is reasonably relevant to the facts upon which the Trust Advisor has based such assessment, and the Trust Advisor shall undertake a reasonable review of such additional limited non-privileged information and documentation prior to finalizing its annual assessment. Notwithstanding the foregoing, the content of the Trust Advisor Annual Report shall be determined solely by the Trust Advisor. Subject to the restrictions and limitations in this Agreement, including, without limitation, Section 3.28(b), (c) and (d) hereof, each Trust Advisor Annual Report shall (A) identify any material deviations of which it has actual knowledge (i) from the Special Servicer’s obligations to comply with the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of Specially Serviced Mortgage Loans and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions). No Trust Advisor Annual Report shall be required with respect to any calendar year in which no Asset Status Report is prepared (or, during a Subordinate Control Period, finalized) in connection with a Specially Serviced Mortgage Loan or REO Property. Each Trust Advisor Annual Report shall be delivered to the Certificate Administrator, and the Certificate Administrator shall promptly upon receipt post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b). The Trust Advisor shall also deliver a copy of each Trust Advisor Annual Report to the Master Servicer, the Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class Representative. Each of the Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class Representative, shall be given an opportunity to review any annual report described in this Section 3.28(a)(ii) and produced by the Trust Advisor at least ten (10) days prior to its delivery to the Certificate Administrator. (iii) The Trust Advisor, the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates shall keep, and the Trust Advisor shall cause the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates to keep, confidential any Privileged Information received from the Special Servicer or Subordinate Class Representative in connection with the Subordinate Class Representative’s exercise of any rights under this Agreement (including, without limitation, in connection with any Asset Status Report) or otherwise in connection with the Certificates. Subject to the permitted exceptions in the following sentence, the Trust Advisor shall not disclose such Privileged Information so received from the Special Servicer or Subordinate Class Representative to any other Person (including any Certificateholders which are not then Holders of the Control-Eligible Certificates), other than to the other parties to this Agreement, to the extent expressly required by the other provisions of this Agreement, unless the Trust Advisor is, as evidenced by an Opinion of Counsel at its expense delivered to the Trust Advisor, the Special Servicer, the Subordinate Class Representative and the Certificate Administrator, otherwise required by applicable law, rule, regulation, order, judgment or decree to disclose such Privileged Information. If any party to this Agreement (other than the Special Servicer) so receives any such Privileged Information and has been advised that such information is Privileged Information, then such party shall be prohibited from disclosing such information so received by it from the Trust Advisor to any other Person, including in connection with preparing any responses to any investor-submitted inquiries posted on the Investor Q&A Forum, except to the extent that (a) the Special Servicer and the Subordinate Class Representative have consented in writing to its disclosure, (b) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by such party, (c) it is reasonable and necessary for such party to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies, (d) such Privileged Information was already known to such party and not otherwise subject to a confidentiality obligation, (e) such disclosure is expressly authorized or required under another provision of this Agreement and/or (f) such disclosure is required by applicable law, rule, regulation, order, judgment or decree. Notwithstanding the foregoing, the Trust Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Trust Advisor to the extent necessary and for the sole purpose of permitting the Trust Advisor to perform its duties under this Agreement and so long as such Affiliates and any such subcontractors agree in writing to be bound by the same confidentiality provisions applicable to the Trust Advisor. (iv) During any Senior Consultation Period, the Trust Advisor shall provide the Special Servicer with at least thirty (30) days’ prior written notice of the date proposed for the annual meeting described in this Section 3.28,

The Trust Advisor. (i) Within sixty (60) days after the end of each calendar year during any Senior Consultation Period, the Trust Advisor shall meet with representatives of the each Special Servicer if such Special Servicer prepared (and delivered to the Trust Advisor) an Asset Status Report with respect to a Specially Serviced Mortgage Loan or REO Property during such calendar year to perform a such review of the each such Special Servicer’s operational practices on a platform platform‑level basis in light of the Servicing Standard and the requirements of this Agreement and shall discuss the such Special Servicer’s stated policies and procedures, operational controls and protocols, risk management systems, technological infrastructure (systems), intellectual resources, the such Special Servicer’s reasoning for believing it is in compliance with this Agreement and other pertinent information the Trust Advisor may consider relevant, in each case, insofar as such information relates to the resolution workout, restructuring, resolution, sale or liquidation of Specially Serviced Mortgage Loans by such Special Servicer during such calendar year. (ii) Based on (a) the Trust Advisor’s review of, (1) during any Subordinate Control Period, any previously identified Final Asset Status Reports delivered to the Trust Advisor by the Special Servicer, and (2) during any Collective Consultation Period or Senior Consultation Period, any Asset Status Reports and other information delivered to the Trust Advisor by the Special Servicer (other than any communications between the Subordinate Class Representative and the that Special Servicer that would be Privileged Information) and (b) during a Senior Consultation Period, the Trust Advisor’s meeting with the Special Servicer, the Trust Advisor shall deliver to the Trustee and to the Certificate Administrator (who shall promptly post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b)) and the Rule 17g-5 Information Provider (who shall promptly post such Trust Advisor Annual Report on the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(b)) within 120 days of the end of the prior calendar year an annual report (the “Trust Advisor Annual Report”), substantially in the form of Exhibit O-1 or Exhibit O-2, as applicable (which form may be modified or altered as to either its organization or content by the Trust Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information; provided, however, that in no event shall the information or any other content included in the Trust Advisor Annual Report contravene any provision of this Agreement) setting forth the Trust Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar year on a platform-level basis with respect to the resolution workout, restructuring, resolution, sale and liquidation of Specially Serviced Mortgage Loans during the prior calendar year; provided, however, that during any Subordinate Control Period, such assessment shall relate solely to Specially Serviced Mortgage Loans with respect to which a Final Asset Status Report has been issued. In the event that If the Trust Advisor has provided for review to the Special Servicer a Trust Advisor Annual Report containing an assessment of the performance of the such Special Servicer pursuant to Section 3.28(a)(iv) that in the reasonable view of the such Special Servicer presents a negative assessment of the that Special Servicer’s performance, the that Special Servicer shall be permitted to provide to the Trust Advisor reasonably non-privileged information and documentation, in each case that is reasonably relevant to the facts upon which the Trust Advisor has based such assessment, and the Trust Advisor shall undertake a reasonable review of such additional limited non-privileged information and documentation prior to finalizing its annual assessment. Notwithstanding the foregoing, the content of the Trust Advisor’s Annual Report shall be determined solely by the Trust Advisor. Subject to the restrictions and limitations in this Agreement, including, without limitation, Section 3.28(b), (c), (d) and (dg) hereof, each Trust Advisor Annual Report shall (A) identify any material deviations of which it has actual knowledge (i) from the that Special Servicer’s obligations to comply with the Servicing Standard and (ii) from the that Special Servicer’s obligations under this Agreement with respect to the resolution workout, restructuring, resolution, sale or liquidation of Specially Serviced Mortgage Loans and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions). No Trust Advisor Annual Report shall be required from the Trust Advisor with respect to any the Special Servicer if during such calendar year in which no Asset Status Report is was prepared (or, during a Subordinate Control Period, finalized) by such Special Servicer in connection with a Specially Serviced Mortgage Loan or REO Property. Each Trust Advisor Annual Report shall be delivered to the Certificate Administrator, and the Certificate Administrator shall promptly upon receipt post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b). The Trust Advisor shall also deliver a copy of each Trust Advisor Annual Report to the Master Servicer, the Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class RepresentativeRepresentative and the Serviced Pari Passu Companion Loan Holder(s). Each of the The Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class Representative, shall be given an opportunity to review any annual report described in this Section 3.28(a)(ii) and produced by the Trust Advisor at least ten (10) days prior to its delivery to the Certificate Administrator. (iii) The Trust Advisor, the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates shall keep, and the Trust Advisor shall cause the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates to keep, confidential any Privileged Information received from the Special Servicer or Subordinate Class Representative in connection with the Subordinate Class Representative’s exercise of any rights under this Agreement (including, without limitation, in connection with any Asset Status Report) or otherwise in connection with the Certificates. Subject to the permitted exceptions in the following sentence, the Trust Advisor shall not disclose such Privileged Information so received from the Special Servicer or Subordinate Class Representative to any other Person (including any Certificateholders which are not then Holders of the Control-Eligible Certificates), other than to the other parties to this Agreement, to any trustee or certificate administrator appointed for the benefit of a Serviced Pari Passu Companion Loan and to the extent expressly required by the other provisions of this Agreement, unless Agreement and other than under the Trust Advisor is, as evidenced by an Opinion of Counsel at its expense delivered to circumstances described in the following sentence. If the Trust Advisor, the Special ServicerTrust Advisor’s subcontractors or the Trust Advisor’s Affiliates, the Subordinate Class Representative and the Certificate Administrator, otherwise required by applicable law, rule, regulation, order, judgment or decree to disclose such Privileged Information. If any other party to this Agreement (other than the Special Servicer) so ), receives any such Privileged Information and has been advised that such information is Privileged Information, then such party Person shall be prohibited from disclosing such information so received by it from the Trust Advisor to any other Person, including in connection with preparing any responses to any investor-submitted inquiries posted on the Investor Q&A Forum, except to the extent that (a) the Special Servicer and the Subordinate Class Representative have consented in writing to its disclosure, (b) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by such partyPerson, (c) it is reasonable and necessary for such party Person to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies, (d) such Privileged Information was already known to such party Person and not otherwise subject to a confidentiality obligation, (e) such disclosure is expressly authorized or required under another provision of this Agreement and/or (f) such disclosure is required by applicable law, rule, regulation, order, judgment or decree. Notwithstanding the foregoing, the Trust Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Trust Advisor to the extent necessary and for the sole purpose of permitting the Trust Advisor to perform its duties under this Agreement and so long as such Affiliates and any such subcontractors agree in writing to be bound by the same confidentiality provisions applicable to the Trust Advisor. (iv) During any Senior Consultation Period, the Trust Advisor shall provide the Special Servicer with at least thirty (30) days’ prior written notice of the date proposed for the annual meeting described in this Section 3.28

The Trust Advisor. (i) Within sixty (60) days after the end of each calendar year during any Senior Consultation Period, the Trust Advisor shall meet with representatives of the Special Servicer to perform a review of the Special Servicer’s operational practices on a platform platform-level basis in light of the Servicing Standard and the requirements of this Agreement and shall discuss the Special Servicer’s stated policies and procedures, operational controls and protocols, risk management systems, technological infrastructure (systems), intellectual resources, the Special Servicer’s reasoning for believing it is in compliance with this Agreement and other pertinent information the Trust Advisor may consider relevant, in each case, insofar as such information relates to the resolution or liquidation of Specially Serviced Mortgage Loans during such calendar year. (ii) Based on (a) the Trust Advisor’s review of, (1) during any Subordinate Control Period, any previously identified Final Asset Status Reports delivered to the Trust Advisor by the Special Servicer, and (2) during any Collective Consultation Period or Senior Consultation Period, any Asset Status Reports and other information delivered to the Trust Advisor by the Special Servicer (other than any communications between the Subordinate Class Representative and the Special Servicer that would be Privileged Information) and (b) during a Senior Consultation Period, the Trust Advisor’s meeting with the Special Servicer, the Trust Advisor shall deliver to the Certificate Administrator (who shall promptly post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b)) and the Rule 17g-5 Information Provider (who shall promptly post such Trust Advisor Annual Report on the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(b)) within 120 days of the end of the prior calendar year an annual report (the “Trust Advisor Annual Report”), substantially in the form of Exhibit O-1 or Exhibit O-2, as applicable (which form may be modified or altered as to either its organization or content by the Trust Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information; provided, however, that in no event shall the information or any other content included in the Trust Advisor Annual Report contravene any provision of this Agreement) setting forth the Trust Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar year on a platform-level basis with respect to the resolution and liquidation of Specially Serviced Mortgage Loans during the prior calendar year; provided, however, that during any Subordinate Control Period, such assessment shall relate solely to Specially Serviced Mortgage Loans with respect to which a Final Asset Status Report has been issued. In the event that the Trust Advisor has provided for review to the Special Servicer a Trust Advisor Annual Report containing an assessment of the performance of the Special Servicer pursuant to Section 3.28(a)(iv) that in the reasonable view of the Special Servicer presents a negative assessment of the Special Servicer’s performance, the Special Servicer shall be permitted to provide to the Trust Advisor reasonably non-privileged information and documentation, in each case that is reasonably relevant to the facts upon which the Trust Advisor has based such assessment, and the Trust Advisor shall undertake a reasonable review of such additional limited non-privileged information and documentation prior to finalizing its annual assessment. Notwithstanding the foregoing, the content of the Trust Advisor’s Annual Report shall be determined solely by the Trust Advisor. Subject to the restrictions and limitations in this Agreement, including, without limitation, Section 3.28(b), (c), (d) and (dg) hereof, each Trust Advisor Annual Report shall (A) identify any material deviations of which it has actual knowledge (i) from the Special Servicer’s obligations to comply with the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of Specially Serviced Mortgage Loans and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions). No Trust Advisor Annual Report shall be required with respect to any calendar year in which no Asset Status Report is prepared (or, during a Subordinate Control Period, finalized) in connection with a Specially Serviced Mortgage Loan or REO Property. Each Trust Advisor Annual Report shall be delivered to the Certificate Administrator, and the Certificate Administrator shall promptly upon receipt post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b). The Trust Advisor shall also deliver a copy of each Trust Advisor Annual Report to the Master Servicer, the Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class RepresentativeRepresentative and the Serviced Pari Passu Companion Loan Holder. Each of the Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class Representative, shall be given an opportunity to review any annual report described in this Section 3.28(a)(ii) and produced by the Trust Advisor at least ten (10) days prior to its delivery to the Certificate Administrator. (iii) The Trust Advisor, the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates shall keep, and the Trust Advisor shall cause the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates to keep, confidential any Privileged Information received from the Special Servicer or Subordinate Class Representative in connection with the Subordinate Class Representative’s exercise of any rights under this Agreement (including, without limitation, in connection with any Asset Status Report) or otherwise in connection with the Certificates. Subject to the permitted exceptions in the following sentence, the Trust Advisor shall not disclose such Privileged Information so received from the Special Servicer or Subordinate Class Representative to any other Person (including any Certificateholders which are not then Holders of the Control-Eligible Certificates), other than to the other parties to this Agreement, to any trustee or certificate administrator appointed for the benefit of the Serviced Pari Passu Companion Loan and to the extent expressly required by the other provisions of this Agreement, unless Agreement and other than under the Trust Advisor is, as evidenced by an Opinion of Counsel at its expense delivered to circumstances described in the following sentence. If the Trust Advisor, the Special ServicerTrust Advisor’s subcontractors or the Trust Advisor’s Affiliates, the Subordinate Class Representative and the Certificate Administrator, otherwise required by applicable law, rule, regulation, order, judgment or decree to disclose such Privileged Information. If any other party to this Agreement (other than the Special Servicer) so ), receives any such Privileged Information and has been advised that such information is Privileged Information, then such party Person shall be prohibited from disclosing such information so received by it from the Trust Advisor to any other Person, including in connection with preparing any responses to any investor-submitted inquiries posted on the Investor Q&A Forum, except to the extent that (a) the Special Servicer and the Subordinate Class Representative have consented in writing to its disclosure, (b) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by such partyPerson, (c) it is reasonable and necessary for such party Person to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies, (d) such Privileged Information was already known to such party Person and not otherwise subject to a confidentiality obligation, (e) such disclosure is expressly authorized or required under another provision of this Agreement and/or (f) such disclosure is required by applicable law, rule, regulation, order, judgment or decree. Notwithstanding the foregoing, the Trust Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Trust Advisor to the extent necessary and for the sole purpose of permitting the Trust Advisor to perform its duties under this Agreement and so long as such Affiliates and any such subcontractors agree in writing to be bound by the same confidentiality provisions applicable to the Trust Advisor. (iv) During any Senior Consultation Period, the Trust Advisor shall provide the Special Servicer with at least thirty (30) days’ prior written notice of the date proposed for the annual meeting described in this Section 3.28

The Trust Advisor. (i) Within sixty (60) days after the end of each calendar year during any Senior Consultation Period, the Trust Advisor shall meet with representatives of the Special Servicer if the Special Servicer prepared (and delivered to the Trust Advisor) an Asset Status Report with respect to a Specially Serviced Mortgage Loan or REO Property during such calendar year to perform a such review of the Special Servicer’s operational practices on a platform platform-level basis in light of the Servicing Standard and the requirements of this Agreement and shall discuss the Special Servicer’s stated policies and procedures, operational controls and protocols, risk management systems, technological infrastructure (systems), intellectual resources, the Special Servicer’s reasoning for believing it is in compliance with this Agreement and other pertinent information the Trust Advisor may consider relevant, in each case, insofar as such information relates to the resolution workout, restructuring, resolution, sale or liquidation of Specially Serviced Mortgage Loans by the Special Servicer during such calendar year. (ii) Based on (a) the Trust Advisor’s review of, (1) during any Subordinate Control Period, any previously identified Final Asset Status Reports delivered to the Trust Advisor by the Special Servicer, and (2) during any Collective Consultation Period or Senior Consultation Period, any Asset Status Reports and other information delivered to the Trust Advisor by the Special Servicer (other than any communications between the Subordinate Class Representative and the Special Servicer that would be Privileged Information), and (3) during any review period as set forth in clauses (1) and (2) above, such other additional limited non-privileged information and documentation provided by the Special Servicer to the Trust Advisor that is required or permitted to be delivered to the Trust Advisor under this Agreement (including, without limitation, the annual compliance statements delivered by the Special Servicer pursuant to Section 11.12 and the annual independent public accountants’ servicing reports furnished with respect to the Special Servicer pursuant to Section 11.14) and (b) during a Senior Consultation Period, the Trust Advisor’s meeting with the Special Servicer, the Trust Advisor shall prepare and deliver to the Trustee and to the Certificate Administrator (who shall promptly post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b)) and the Rule 17g-5 Information Provider (who shall promptly post such Trust Advisor Annual Report on the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(b8.12(c)) within 120 days of the end of the prior calendar year an annual report (the “Trust Advisor Annual Report”), substantially in the form of Exhibit O-1 or Exhibit O-2, as applicable (which form may be modified or altered as to either its organization or content by the Trust Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information; provided, however, provided that in no event shall the information or any other content included in the Trust Advisor Annual Report contravene any provision of this Agreement) setting forth the Trust Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar year on a platform-level basis with respect to the resolution workout, restructuring, resolution, sale and liquidation of Specially Serviced Mortgage Loans during the prior calendar year; provided, however, provided that during any Subordinate Control Period, such assessment shall relate solely to Specially Serviced Mortgage Loans with respect to which a Final Asset Status Report has been issued. In Only as used in connection with the event that Trust Advisor Annual Report, the term “platform level basis” refers to the Special Servicer’s performance of its duties as they relate to the workout, restructuring, resolution, sale and liquidation of Specially Serviced Mortgage Loans, taking into account the Special Servicer’s specific duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Trust Advisor of the items required to be reviewed pursuant to this Agreement. If the Trust Advisor has provided for review to the Special Servicer a Trust Advisor Annual Report containing an assessment of the performance of the Special Servicer pursuant to Section 3.28(a)(iv) that in the reasonable view of the Special Servicer presents a negative assessment of the Special Servicer’s performance, the Special Servicer shall be permitted to provide to the Trust Advisor reasonably non-privileged information and documentation, in each case that is reasonably relevant to the facts upon which the Trust Advisor has based such assessment, and the Trust Advisor shall undertake a reasonable review of such additional limited non-privileged information and documentation prior to finalizing its annual assessment. Notwithstanding the foregoing, the content of the Trust Advisor Annual Report shall be determined solely by the Trust Advisor. Subject to the restrictions and limitations in this Agreement, including, without limitation, Section 3.28(b), (c), (d) and (dg) hereof, each Trust Advisor Annual Report shall (A) identify any material deviations of which it has actual knowledge (i) from the Special Servicer’s obligations to comply with the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution workout, restructuring, resolution, sale or liquidation of Specially Serviced Mortgage Loans and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions). No Trust Advisor Annual Report shall be required from the Trust Advisor with respect to any the Special Servicer if during the prior calendar year in which no Asset Status Report is was prepared (or, during a Subordinate Control Period, finalized) by the Special Servicer in connection with a Specially Serviced Mortgage Loan or REO Property. In addition, in the event the Special Servicer is replaced during the prior calendar year, the Trust Advisor will only be required to prepare a Trust Advisor Annual Report relating to each entity that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such Trust Advisor Annual Report. Each Trust Advisor Annual Report shall be delivered to the Certificate Administrator, and the Certificate Administrator shall promptly upon receipt post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b). The Trust Advisor shall also deliver a copy of each Trust Advisor Annual Report to the Master Servicer, the Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class Representative, the Loan-Specific Subordinate Class Representative (with respect to the St. Xxxxx Town Center Loan Combination prior to the occurrence and continuance of a Class SJ Control Appraisal Period with respect to the senior-most Class of Control-Eligible Loan-Specific Certificates) and any Serviced Pari Passu Companion Loan Holder. Each of the The Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class Representative or the Loan-Specific Subordinate Class Representative, as applicable, shall be given an opportunity to review any annual report described in this Section 3.28(a)(ii) and produced by the Trust Advisor at least ten (10) days prior to its delivery to the Certificate Administrator. (iii) The Trust Advisor, the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates shall keep, and the Trust Advisor shall cause the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates to keep, confidential any Privileged Information received from the Special Servicer or Servicer, Subordinate Class Representative or the Loan-Specific Subordinate Class Representative, as applicable, in connection with the Subordinate Class Representative’s or the Loan-Specific Subordinate Class Representative’s exercise of any rights under this Agreement (including, without limitation, in connection with any Asset Status Report) or otherwise in connection with the Certificates. Subject to the permitted exceptions in the following sentence, the Trust Advisor shall not disclose such Privileged Information so received from the Special Servicer Servicer, Subordinate Class Representative or the Loan-Specific Subordinate Class Representative to any other Person (including any Certificateholders which are not then Holders of the Control-Eligible Certificates or Control-Eligible Loan-Specific Certificates, as applicable), other than to the other parties to this Agreement, to any trustee or certificate administrator appointed for the benefit of any Serviced Pari Passu Companion Loan and to the extent expressly required by the other provisions of this Agreement, unless Agreement and other than under the Trust Advisor is, as evidenced by an Opinion of Counsel at its expense delivered to circumstances described in the following sentence. If the Trust Advisor, the Special ServicerTrust Advisor’s subcontractors or the Trust Advisor’s Affiliates, the Subordinate Class Representative and the Certificate Administrator, otherwise required by applicable law, rule, regulation, order, judgment or decree to disclose such Privileged Information. If any other party to this Agreement (other than the Special Servicer) so ), receives any such Privileged Information and has been advised that such information is Privileged Information, then such party Person shall be prohibited from disclosing such information so received by it from the Trust Advisor to any other Person, including in connection with preparing any responses to any investor-submitted inquiries posted on the Investor Q&A Forum, except to the extent that (a) the Special Servicer and the Subordinate Class Representative or the Loan-Specific Subordinate Class Representative, as applicable, have consented in writing to its disclosure, (b) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by such partyPerson, (c) it is reasonable and necessary for such party Person to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies, (d) such Privileged Information was already known to such party Person and not otherwise subject to a confidentiality obligation, (e) such disclosure is expressly authorized or required under another provision of this Agreement and/or (f) such disclosure is required by applicable law, rule, regulation, order, judgment or decree. Notwithstanding the foregoing, the Trust Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Trust Advisor to the extent necessary and for the sole purpose of permitting the Trust Advisor to perform its duties under this Agreement and so long as such Affiliates and any such subcontractors agree in writing to be bound by the same confidentiality provisions applicable to the Trust Advisor. (iv) During any Senior Consultation Period, the Trust Advisor shall provide the Special Servicer with at least thirty (30) days’ prior written notice of the date proposed for the annual meeting described in this Section 3.28

The Trust Advisor. (i) Within sixty (60) days after the end of each calendar year during any Senior Consultation Period, the Trust Advisor shall meet with representatives of the Special Servicer if the Special Servicer prepared (and delivered to the Trust Advisor) an Asset Status Report with respect to a Specially Serviced Mortgage Loan or REO Property during such calendar year to perform a review of the Special Servicer’s operational practices on a platform platform-level basis in light of the Servicing Standard and the requirements of this Agreement and shall discuss the Special Servicer’s stated policies and procedures, operational controls and protocols, risk management systems, technological infrastructure (systems), intellectual resources, the Special Servicer’s reasoning for believing it is in compliance with this Agreement and other pertinent information the Trust Advisor may consider relevant, in each case, insofar as such information relates to the resolution workout, restructuring, resolution, sale or liquidation of Specially Serviced Mortgage Loans by the Special Servicer during such calendar year. (ii) Based on (a) the Trust Advisor’s review of, of (1) during any Subordinate Control Period, any previously identified Final Asset Status Reports delivered to the Trust Advisor by the Special Servicer, and (2) during any Collective Consultation Period or Senior Consultation Period, any Asset Status Reports and other information delivered to the Trust Advisor by the Special Servicer (other than any communications between the Subordinate Class Representative and the Special Servicer that would be Privileged Information), and (3) during any control or consultation period (as set forth in clauses (1) and (2) above), such other additional limited non-privileged information and documentation provided by the Special Servicer to the Trust Advisor that is required or requested by the Trust Advisor and otherwise permitted to be delivered to the Trust Advisor under this Agreement (including, without limitation, the annual compliance statements delivered by the Special Servicer pursuant to Section 11.12 and the annual independent public accountants’ servicing reports furnished with respect to the Special Servicer pursuant to Section 11.14) and (b) during a Senior Consultation Period, the Trust Advisor’s meeting with the Special Servicer, the Trust Advisor shall prepare and deliver to the Trustee and to the Certificate Administrator (who shall promptly post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b)) and the Rule 17g-5 Information Provider (who shall promptly post such Trust Advisor Annual Report on the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(b8.12(c)) within 120 days of the end of the prior calendar year an annual report (the “Trust Advisor Annual Report”), substantially in the form of Exhibit O-1 or Exhibit O-2, as applicable (which form may be modified or altered as to either its organization or content by the Trust Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information; provided, however, provided that in no event shall the information or any other content included in the Trust Advisor Annual Report contravene any provision of this Agreement) setting forth the Trust Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar year on a platform-level basis with respect to the resolution workout, restructuring, resolution, sale and liquidation of Specially Serviced Mortgage Loans during the prior calendar year; provided, however, provided that during any Subordinate Control Period, such assessment shall relate solely to Specially Serviced Mortgage Loans with respect to which a Final Asset Status Report has been issued. In Solely as used in connection with the event that Trust Advisor Annual Report, the term “platform-level basis” refers to the Special Servicer’s performance of its duties as they relate to the workout, restructuring, resolution, sale and liquidation of Specially Serviced Mortgage Loans, taking into account the Special Servicer’s specific duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Trust Advisor of the items required to be reviewed by it pursuant to this Agreement. If the Trust Advisor has provided for review to the Special Servicer a Trust Advisor Annual Report containing an assessment of the performance of the Special Servicer pursuant to Section 3.28(a)(iv) that in the reasonable view of the Special Servicer presents a negative assessment of the Special Servicer’s performance, the Special Servicer shall be permitted to provide to the Trust Advisor reasonably non-privileged information and documentation, in each case that is reasonably relevant to the facts upon which the Trust Advisor has based such assessment, and the Trust Advisor shall undertake a reasonable review of such additional limited non-privileged information and documentation prior to finalizing its annual assessment. Notwithstanding the foregoing, the content of the Trust Advisor Annual Report shall be determined solely by the Trust Advisor. Subject to the restrictions and limitations in this Agreement, including, without limitation, Section 3.28(b), (c), (d) and (dg) hereof, each Trust Advisor Annual Report shall (A) identify any material deviations of which it has actual knowledge (i) from the Special Servicer’s obligations to comply with the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution workout, restructuring, resolution, sale or liquidation of Specially Serviced Mortgage Loans and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions). No Trust Advisor Annual Report shall be required from the Trust Advisor with respect to any the Special Servicer if during the prior calendar year in which no Asset Status Report is was prepared (or, during a Subordinate Control Period, finalized) by the Special Servicer in connection with a Specially Serviced Mortgage Loan or REO Property. In addition, in the event the Special Servicer is replaced during the prior calendar year, the Trust Advisor will only be required to prepare a Trust Advisor Annual Report relating to each entity that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such Trust Advisor Annual Report. Each Trust Advisor Annual Report shall be delivered to the Certificate Administrator, and the Certificate Administrator shall promptly upon receipt post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b). The Trust Advisor shall also deliver a copy of each Trust Advisor Annual Report to the Master Servicer, the Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class RepresentativeRepresentative and any Serviced Pari Passu Companion Loan Holder. Each of the The Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class Representative, shall be given an opportunity to review any annual report described in this Section 3.28(a)(ii) and produced by the Trust Advisor at least ten (10) days prior to its delivery to the Certificate Administrator. (iii) The Trust Advisor, the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates shall keep, and the Trust Advisor shall cause the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates to keep, confidential any Privileged Information received from the Special Servicer or Subordinate Class Representative in connection with the Subordinate Class Representative’s exercise of any rights under this Agreement (including, without limitation, in connection with any Asset Status Report) or otherwise in connection with the Certificates. Subject to the permitted exceptions in the following sentence, the Trust Advisor shall not disclose such Privileged Information so received from the Special Servicer or Subordinate Class Representative to any other Person (including any Certificateholders which are not then Holders of the Control-Eligible Certificates), other than to the other parties to this Agreement, to any trustee or certificate administrator appointed for the benefit of any Serviced Pari Passu Companion Loan and to the extent expressly required by the other provisions of this Agreement, unless Agreement and other than under the Trust Advisor is, as evidenced by an Opinion of Counsel at its expense delivered to circumstances described in the following sentence. If the Trust Advisor, the Special ServicerTrust Advisor’s subcontractors or the Trust Advisor’s Affiliates, the Subordinate Class Representative and the Certificate Administrator, otherwise required by applicable law, rule, regulation, order, judgment or decree to disclose such Privileged Information. If any other party to this Agreement (other than the Special Servicer) so ), receives any such Privileged Information and has been advised that such information is Privileged Information, then such party Person shall be prohibited from disclosing such information so received by it from the Trust Advisor to any other Person, including in connection with preparing any responses to any investor-submitted inquiries posted on the Investor Q&A Forum, except to the extent that (a) the Special Servicer and the Subordinate Class Representative have consented in writing to its disclosure, (b) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by such partyPerson, (c) it is reasonable and necessary for such party Person to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies, (d) such Privileged Information was already known to such party Person and not otherwise subject to a confidentiality obligation, (e) such disclosure is expressly authorized or required under another provision of this Agreement and/or (f) such disclosure is required by applicable law, rule, regulation, order, judgment or decree. Notwithstanding the foregoing, the Trust Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Trust Advisor to the extent necessary and for the sole purpose of permitting the Trust Advisor to perform its duties under this Agreement and so long as such Affiliates and any such subcontractors agree in writing to be bound by the same confidentiality provisions applicable to the Trust Advisor. (iv) During any Senior Consultation Period, the Trust Advisor shall provide the Special Servicer with at least thirty (30) days’ prior written notice of the date proposed for the annual meeting described in this Section 3.28

The Trust Advisor. (i) Within sixty (60) days after the end of each calendar year during any Senior Consultation Period, the Trust Advisor shall meet with representatives of the Special Servicer if the Special Servicer prepared (and delivered to the Trust Advisor) an Asset Status Report with respect to a Specially Serviced Mortgage Loan or REO Property during such calendar year to perform a such review of each the Special Servicer’s operational practices on a platform platform-level basis in light of the Servicing Standard and the requirements of this Agreement and shall discuss the Special Servicer’s stated policies and procedures, operational controls and protocols, risk management systems, technological infrastructure (systems), intellectual resources, the Special Servicer’s reasoning for believing it is in compliance with this Agreement and other pertinent information the Trust Advisor may consider relevant, in each case, insofar as such information relates to the resolution workout, restructuring, resolution, sale or liquidation of Specially Serviced Mortgage Loans by the Special Servicer during such calendar year. (ii) Based on (a) the Trust Advisor’s review of, (1) during any Subordinate Control Period, any previously identified Final Asset Status Reports delivered to the Trust Advisor by the Special Servicer, and (2) during any Collective Consultation Period or Senior Consultation Period, any Asset Status Reports and other information delivered to the Trust Advisor by the Special Servicer (other than any communications between the Subordinate Class Representative and the Special Servicer that would be Privileged Information) and (b) during a Senior Consultation Period, the Trust Advisor’s meeting with the Special Servicer, the Trust Advisor shall deliver to the Trustee and to the Certificate Administrator (who shall promptly post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b)) and the Rule 17g-5 Information Provider (who shall promptly post such Trust Advisor Annual Report on the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(b8.12(c)) within 120 days of the end of the prior calendar year an annual report (the “Trust Advisor Annual Report”), substantially in the form of Exhibit O-1 or Exhibit O-2, as applicable (which form may be modified or altered as to either its organization or content by the Trust Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information; provided, however, provided that in no event shall the information or any other content included in the Trust Advisor Annual Report contravene any provision of this Agreement) setting forth the Trust Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar year on a platform-level basis with respect to the resolution workout, restructuring, resolution, sale and liquidation of Specially Serviced Mortgage Loans during the prior calendar year; provided, however, provided that during any Subordinate Control Period, such assessment shall relate solely to Specially Serviced Mortgage Loans with respect to which a Final Asset Status Report has been issued. In the event that If the Trust Advisor has provided for review to the Special Servicer a Trust Advisor Annual Report containing an assessment of the performance of the Special Servicer pursuant to Section 3.28(a)(iv3.28(a) that in the reasonable view of the Special Servicer presents a negative assessment of the Special Servicer’s performance, the Special Servicer shall be permitted to provide to the Trust Advisor reasonably non-privileged information and documentation, in each case that is reasonably relevant to the facts upon which the Trust Advisor has based such assessment, and the Trust Advisor shall undertake a reasonable review of such additional limited non-privileged information and documentation prior to finalizing its annual assessment. Notwithstanding the foregoing, the content of the Trust Advisor Annual Report shall be determined solely by the Trust Advisor. Subject to the restrictions and limitations in this Agreement, including, without limitation, Section 3.28(b), (c), (d) and (dg) hereof, each Trust Advisor Advisor’s Annual Report shall (A) identify any material deviations of which it has actual knowledge (i) from the Special Servicer’s obligations to comply with the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution workout, restructuring, resolution, sale or liquidation of Specially Serviced Mortgage Loans and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions). With respect to any information regarding the Special Servicer and/or its processes and procedures that the Special Servicer deems to be confidential, if requested by the Servicer Servicer, the Trust Advisor shall execute a confidentiality agreement in the form attached as Exhibit Z hereto prior to the Special Servicer providing such information. No Trust Advisor Annual Report shall be required from the Trust Advisor with respect to any the Special Servicer if during the prior calendar year in which no Asset Status Report is was prepared (or, during a Subordinate Control Period, finalized) by the Special Servicer in connection with a Specially Serviced Mortgage Loan or REO Property. Each Trust Advisor Annual Report shall be delivered to the Certificate Administrator, and the Certificate Administrator shall promptly upon receipt post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b). The Trust Advisor shall also deliver a copy of each Trust Advisor Annual Report to the Master Servicer, the Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class RepresentativeRepresentative and any Serviced Pari Passu Companion Loan Holder(s). Each of the The Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class Representative, shall be given an opportunity to review any annual report described in this Section 3.28(a)(ii) and produced by the Trust Advisor at least ten (10) days prior to its delivery to the Certificate Administrator. (iii) The Trust Advisor, the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates shall keep, and the Trust Advisor shall cause the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates to keep, confidential any Privileged Information received from the Special Servicer or Subordinate Class Representative in connection with the Subordinate Class Representative’s exercise of any rights under this Agreement (including, without limitation, in connection with any Asset Status Report) or otherwise in connection with the Certificates. Subject to the permitted exceptions in the following sentence, the Trust Advisor shall not disclose such Privileged Information so received from the Special Servicer or Subordinate Class Representative to any other Person (including any Certificateholders which are not then Holders of the Control-Eligible Certificates), other than to the other parties to this Agreement, to any trustee or certificate administrator appointed for the benefit of any Serviced Pari Passu Companion Loan and to the extent expressly required by the other provisions of this Agreement, unless Agreement and other than under the Trust Advisor is, as evidenced by an Opinion of Counsel at its expense delivered to circumstances described in the following sentence. If the Trust Advisor, the Special ServicerTrust Advisor’s subcontractors or the Trust Advisor’s Affiliates, the Subordinate Class Representative and the Certificate Administrator, otherwise required by applicable law, rule, regulation, order, judgment or decree to disclose such Privileged Information. If any other party to this Agreement (other than the Special Servicer) so ), receives any such Privileged Information and has been advised that such information is Privileged Information, then such party Person shall be prohibited from disclosing such information so received by it from the Trust Advisor to any other Person, including in connection with preparing any responses to any investor-submitted inquiries posted on the Investor Q&A Forum, except to the extent that (a) the Special Servicer and the Subordinate Class Representative have consented in writing to its disclosure, (b) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by such partyPerson, (c) it is reasonable and necessary for such party Person to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies, (d) such Privileged Information was already known to such party Person and not otherwise subject to a confidentiality obligation, (e) such disclosure is expressly authorized or required under another provision of this Agreement and/or (f) such disclosure is required by applicable law, rule, regulation, order, judgment or decree. Notwithstanding the foregoing, the Trust Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Trust Advisor to the extent necessary and for the sole purpose of permitting the Trust Advisor to perform its duties under this Agreement and so long as such Affiliates and any such subcontractors agree in writing to be bound by the same confidentiality provisions applicable to the Trust Advisor. (iv) During any Senior Consultation Period, the Trust Advisor shall provide the Special Servicer with at least thirty (30) days’ prior written notice of the date proposed for the annual meeting described in this Section 3.28

The Trust Advisor. (i) Within sixty (60) days after the end of each calendar year during any Senior Consultation Period, the Trust Advisor shall meet with representatives of the Special Servicer if the Special Servicer prepared (and delivered to the Trust Advisor) an Asset Status Report with respect to a Specially Serviced Mortgage Loan or REO Property during such preceding calendar year to perform a such review of each the Special Servicer’s operational practices on a platform platform-level basis in light of the Servicing Standard and the requirements of this Agreement and shall discuss the Special Servicer’s stated policies and procedures, operational controls and protocols, risk management systems, technological infrastructure (systems), intellectual resources, the Special Servicer’s reasoning for believing it is in compliance with this Agreement and other pertinent information the Trust Advisor may consider relevant, in each case, insofar as such information relates to the resolution workout, restructuring, resolution, sale or liquidation of Specially Serviced Mortgage Loans by the Special Servicer during such calendar year. (ii) Based on (a) the Trust Advisor’s review of, (1) during any Subordinate Control Period, any previously identified Final Asset Status Reports delivered to the Trust Advisor by the Special Servicer, and (2) during any Collective Consultation Period or Senior Consultation Period, any Asset Status Reports and other information delivered to the Trust Advisor by the Special Servicer (other than any communications between the Subordinate Class Representative and the that Special Servicer that would be Privileged Information) and (b) during a Senior Consultation Period, the Trust Advisor’s meeting with the Special Servicer, the Trust Advisor shall prepare and deliver to the Trustee and to the Certificate Administrator (who shall promptly post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b)) and the Rule 17g-5 Information Provider (who shall promptly post such Trust Advisor Annual Report on the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(b8.12(c)) within 120 days of the end of the prior calendar year an annual report (the “Trust Advisor Annual Report”), substantially in the form of Exhibit O-1 or Exhibit O-2, as applicable (which form may be modified or altered as to either its organization or content by the Trust Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information; provided, however, provided that in no event shall the information or any other content included in the Trust Advisor Annual Report contravene any provision of this Agreement) setting forth the Trust Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar year on a platform-level basis with respect to the resolution workout, restructuring, resolution, sale and liquidation of Specially Serviced Mortgage Loans during the prior calendar year; provided, however, provided that during any Subordinate Control Period, such assessment shall relate solely to Specially Serviced Mortgage Loans with respect to which a Final Asset Status Report has been issued. In the event that If the Trust Advisor has provided for review to the Special Servicer a Trust Advisor Annual Report containing an assessment of the performance of the Special Servicer pursuant to Section 3.28(a)(iv) that in the reasonable view of the Special Servicer presents a negative assessment of the that Special Servicer’s performance, the that Special Servicer shall be permitted to provide to the Trust Advisor reasonably non-privileged information and documentation, in each case that is reasonably relevant to the facts upon which the Trust Advisor has based such assessment, and the Trust Advisor shall undertake a reasonable review of such additional limited non-privileged information and documentation prior to finalizing its annual assessment. Notwithstanding the foregoing, the content of the Trust Advisor Annual Report shall be determined solely by the Trust Advisor. Subject to the restrictions and limitations in this Agreement, including, without limitation, Section 3.28(b), (c), (d) and (dg) hereof, each Trust Advisor Annual Report shall (A) identify any material deviations of which it has actual knowledge (i) from the that Special Servicer’s obligations to comply with the Servicing Standard and (ii) from the that Special Servicer’s obligations under this Agreement with respect to the resolution workout, restructuring, resolution, sale or liquidation of Specially Serviced Mortgage Loans and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions). No Trust Advisor Annual Report shall be required from the Trust Advisor with respect to any the Special Servicer if during the prior calendar year in which no Asset Status Report is was prepared (or, during a Subordinate Control Period, finalized) by the Special Servicer in connection with a Specially Serviced Mortgage Loan or REO Property. Each Trust Advisor Annual Report shall be delivered to the Certificate Administrator, and the Certificate Administrator shall promptly upon receipt post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b). The Trust Advisor shall also deliver a copy of each Trust Advisor Annual Report to the Master Servicer, the Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class RepresentativeRepresentative and any Serviced Pari Passu Companion Loan Holder. Each of the The Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class Representative, shall be given an opportunity to review any annual report described in this Section 3.28(a)(ii) and produced by the Trust Advisor at least ten (10) days prior to its delivery to the Certificate Administrator. (iii) The Trust Advisor, the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates shall keep, and the Trust Advisor shall cause the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates to keep, confidential any Privileged Information received from the Special Servicer or Subordinate Class Representative in connection with the Subordinate Class Representative’s exercise of any rights under this Agreement (including, without limitation, in connection with any Asset Status Report) or otherwise in connection with the Certificates. Subject to the permitted exceptions in the following sentence, the Trust Advisor shall not disclose such Privileged Information so received from the Special Servicer or Subordinate Class Representative to any other Person (including any Certificateholders which are not then Holders of the Control-Eligible Certificates), other than to the other parties to this Agreement, to any trustee or certificate administrator appointed for the benefit of any Serviced Pari Passu Companion Loan and to the extent expressly required by the other provisions of this Agreement, unless Agreement and other than under the Trust Advisor is, as evidenced by an Opinion of Counsel at its expense delivered to circumstances described in the following sentence. If the Trust Advisor, the Special ServicerTrust Advisor’s subcontractors or the Trust Advisor’s Affiliates, the Subordinate Class Representative and the Certificate Administrator, otherwise required by applicable law, rule, regulation, order, judgment or decree to disclose such Privileged Information. If any other party to this Agreement (other than the Special Servicer) so ), receives any such Privileged Information and has been advised that such information is Privileged Information, then such party Person shall be prohibited from disclosing such information so received by it from the Trust Advisor to any other Person, including in connection with preparing any responses to any investor-submitted inquiries posted on the Investor Q&A Forum, except to the extent that (a) the Special Servicer and the Subordinate Class Representative have consented in writing to its disclosure, (b) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by such partyPerson, (c) it is reasonable and necessary for such party Person to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies, (d) such Privileged Information was already known to such party and not otherwise subject to a confidentiality obligation, (e) such disclosure is expressly authorized or required under another provision of this Agreement and/or (f) such disclosure is required by applicable law, rule, regulation, order, judgment or decree. Notwithstanding the foregoing, the Trust Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Trust Advisor to the extent necessary and for the sole purpose of permitting the Trust Advisor to perform its duties under this Agreement and so long as such Affiliates and any such subcontractors agree in writing to be bound by the same confidentiality provisions applicable to the Trust Advisor. (iv) During any Senior Consultation Period, the Trust Advisor shall provide the Special Servicer with at least thirty (30) days’ prior written notice of the date proposed for the annual meeting described in this Section 3.28,

The Trust Advisor. (i) Within sixty (60) days after the end of each calendar year during any Senior Consultation Period, the Trust Advisor shall meet with representatives of the Special Servicer to perform a review of the Special Servicer’s operational practices on a platform platform-level basis in light of the Servicing Standard and the requirements of this Agreement and shall discuss the Special Servicer’s stated policies and procedures, operational controls and protocols, risk management systems, technological infrastructure (systems), intellectual resources, the Special Servicer’s reasoning for believing it is in compliance with this Agreement and other pertinent information the Trust Advisor may consider relevant, in each case, insofar as such information relates to the resolution or liquidation of Specially Serviced Mortgage Loans during such calendar year. (ii) Based on (a) the Trust Advisor’s review of, (1) during any Subordinate Control Period, any previously identified Final Asset Status Reports delivered to the Trust Advisor by the Special Servicer, and (2) during any Collective Consultation Period or Senior Consultation Period, any Asset Status Reports and other information delivered to the Trust Advisor by the Special Servicer (other than any communications between the Subordinate Class Representative and the Special Servicer that would be Privileged Information) and (b) during a Senior Consultation Period, the Trust Advisor’s meeting with the Special Servicer, the Trust Advisor shall deliver to the Certificate Administrator (who shall promptly post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b)) and the Rule 17g-5 Information Provider (who shall promptly post such Trust Advisor Annual Report on the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(b)) within 120 days of the end of the prior calendar year an annual report (the “Trust Advisor Annual Report”), substantially in the form of Exhibit O-1 or Exhibit O-2, as applicable (which form may be modified or altered as to either its organization or content by the Trust Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information; provided, however, that in no event shall the information or any other content included in the Trust Advisor Annual Report contravene any provision of this Agreement) setting forth the Trust Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar year on a platform-level basis with respect to the resolution and liquidation of Specially Serviced Mortgage Loans during the prior calendar year; provided, however, that during any Subordinate Control Period, such assessment shall relate solely to Specially Serviced Mortgage Loans with respect to which a Final Asset Status Report has been issued. In the event that the Trust Advisor has provided for review to the Special Servicer a Trust Advisor Annual Report containing an assessment of the performance of the Special Servicer pursuant to Section 3.28(a)(iv) that in the reasonable view of the Special Servicer presents a negative assessment of the Special Servicer’s performance, the Special Servicer shall be permitted to provide to the Trust Advisor reasonably non-privileged information and documentation, in each case that is reasonably relevant to the facts upon which the Trust Advisor has based such assessment, and the Trust Advisor shall undertake a reasonable review of such additional limited non-privileged information and documentation prior to finalizing its annual assessment. Notwithstanding the foregoing, the content of the Trust Advisor’s Annual Report shall be determined solely by the Trust Advisor. Subject to the restrictions and limitations in this Agreement, including, without limitation, Section 3.28(b), (c), (d) and (dg) hereof, each Trust Advisor Annual Report shall (A) identify any material deviations of which it has actual knowledge (i) from the Special Servicer’s obligations to comply with the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of Specially Serviced Mortgage Loans and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions). No Trust Advisor Annual Report shall be required with respect to any calendar year in which no Asset Status Report is prepared (or, during a Subordinate Control Period, finalized) in connection with a Specially Serviced Mortgage Loan or REO Property. Each Trust Advisor Annual Report shall be delivered to the Certificate Administrator, and the Certificate Administrator shall promptly upon receipt post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b). The Trust Advisor shall also deliver a copy of each Trust Advisor Annual Report to the Master Servicer, the Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class RepresentativeRepresentative and the Serviced Pari Passu Companion Loan Holder. Each of the Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class Representative, shall be given an opportunity to review any annual report described in this Section 3.28(a)(ii) and produced by the Trust Advisor at least ten (10) days prior to its delivery to the Certificate Administrator. (iii) The Trust Advisor, the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates shall keep, and the Trust Advisor shall cause the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates to keep, confidential any Privileged Information received from the Special Servicer or Subordinate Class Representative in connection with the Subordinate Class Representative’s exercise of any rights under this Agreement (including, without limitation, in connection with any Asset Status Report) or otherwise in connection with the Certificates. Subject to the permitted exceptions in the following sentence, the Trust Advisor shall not disclose such Privileged Information so received from the Special Servicer or Subordinate Class Representative to any other Person (including any Certificateholders which are not then Holders of the Control-Eligible Certificates), other than to the other parties to this Agreement, to any trustee or certificate administrator appointed for the benefit of the Serviced Pari Passu Companion Loan and to the extent expressly required by the other provisions of this Agreement, unless Agreement and other than under the Trust Advisor is, as evidenced by an Opinion of Counsel at its expense delivered to circumstances described in the following sentence. If the Trust Advisor, the Special ServicerTrust Advisor’s sub-contractors or the Trust Advisor’s affiliates, the Subordinate Class Representative and the Certificate Administrator, otherwise required by applicable law, rule, regulation, order, judgment or decree to disclose such Privileged Information. If any other party to this Agreement (other than the Special Servicer) so ), receives any such Privileged Information and has been advised that such information is Privileged Information, then such party Person shall be prohibited from disclosing such information so received by it from the Trust Advisor to any other Person, including in connection with preparing any responses to any investor-submitted inquiries posted on the Investor Q&A Forum, except to the extent that (a) the Special Servicer and the Subordinate Class Representative have consented in writing to its disclosure, (b) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by such partyPerson, (c) it is reasonable and necessary for such party Person to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies, (d) such Privileged Information was already known to such party Person and not otherwise subject to a confidentiality obligation, (e) such disclosure is expressly authorized or required under another provision of this Agreement and/or (f) such disclosure is required by applicable law, rule, regulation, order, judgment or decree. Notwithstanding the foregoing, the Trust Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Trust Advisor to the extent necessary and for the sole purpose of permitting the Trust Advisor to perform its duties under this Agreement and so long as such Affiliates and any such subcontractors agree in writing to be bound by the same confidentiality provisions applicable to the Trust Advisor. (iv) During any Senior Consultation Period, the Trust Advisor shall provide the Special Servicer with at least thirty (30) days’ prior written notice of the date proposed for the annual meeting described in this Section 3.28

The Trust Advisor. (i) Within sixty (60) days after the end of each calendar year during any Senior Consultation Period, the Trust Advisor shall meet with representatives of the Special Servicer to perform a review of the Special Servicer’s operational practices on a platform platform-level basis in light of the Servicing Standard and the requirements of this Agreement and shall discuss the Special Servicer’s stated policies and procedures, operational controls and protocols, risk management systems, technological infrastructure (systems), intellectual resources, the Special Servicer’s reasoning for believing it is in compliance with this Agreement and other pertinent information the Trust Advisor may consider relevant, in each case, insofar as such information relates to the resolution or liquidation of Specially Serviced Mortgage Loans during such calendar year. (ii) Based on (a) the Trust Advisor’s review of, (1) during any Subordinate Control Period, any previously identified Final Asset Status Reports delivered to the Trust Advisor by the Special Servicer, and (2) during any Collective Consultation Period or Senior Consultation Period, any Asset Status Reports and other information delivered to the Trust Advisor by the Special Servicer (other than any communications between the Subordinate Class Representative and the Special Servicer that would be Privileged Information) and (b) during a Senior Consultation Period, the Trust Advisor’s meeting with the Special Servicer, the Trust Advisor shall deliver to the Certificate Administrator (who shall promptly post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b)) and the Rule 17g-5 Information Provider (who shall promptly post such Trust Advisor Annual Report on the Rule 17g-5 Information Provider’s Website in accordance with Section 8.12(b)) within 120 days of the end of the prior calendar year an annual report (the “Trust Advisor Annual Report”), substantially in the form of Exhibit O-1 or Exhibit O-2, as applicable (which form may be modified or altered as to either its organization or content by the Trust Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions herein relating to Privileged Information; provided, however, that in no event shall the information or any other content included in the Trust Advisor Annual Report contravene any provision of this Agreement) setting forth the Trust Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar year on a platform-level basis with respect to the resolution and liquidation of Specially Serviced Mortgage Loans during the prior calendar year; provided, however, that during any Subordinate Control Period, such assessment shall relate solely to Specially Serviced Mortgage Loans with respect to which a Final Asset Status Report has been issued. In the event that the Trust Advisor has provided for review to the Special Servicer a Trust Advisor Annual Report containing an assessment of the performance of the Special Servicer pursuant to Section 3.28(a)(iv) that in the reasonable view of the Special Servicer presents a negative assessment of the Special Servicer’s performance, the Special Servicer shall be permitted to provide to the Trust Advisor reasonably non-privileged information and documentation, in each case that is reasonably relevant to the facts upon which the Trust Advisor has based such assessment, and the Trust Advisor shall undertake a reasonable review of such additional limited non-privileged information and documentation prior to finalizing its annual assessment. Notwithstanding the foregoing, the content of the Trust Advisor’s Annual Report shall be determined solely by the Trust Advisor. Subject to the restrictions and limitations in this Agreement, including, without limitation, Section 3.28(b), (c), (d) and (dg) hereof, each Trust Advisor Annual Report shall (A) identify any material deviations of which it has actual knowledge (i) from the Special Servicer’s obligations to comply with the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of Specially Serviced Mortgage Loans and (B) comply with all of the confidentiality requirements described in this Agreement regarding Privileged Information (subject to any permitted exceptions). No Trust Advisor Annual Report shall be required with respect to any calendar year in which no Asset Status Report is prepared (or, during a Subordinate Control Period, finalized) in connection with a Specially Serviced Mortgage Loan or REO Property. Each Trust Advisor Annual Report shall be delivered to the Certificate Administrator, and the Certificate Administrator shall promptly upon receipt post such Trust Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 8.12(b). The Trust Advisor shall also deliver a copy of each Trust Advisor Annual Report to the Master Servicer, the Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class Representative. Each of the Special Servicer and, during any Subordinate Control Period or Collective Consultation Period, the Subordinate Class Representative, shall be given an opportunity to review any annual report described in this Section 3.28(a)(ii) and produced by the Trust Advisor at least ten (10) days prior to its delivery to the Certificate Administrator. (iii) The Trust Advisor, the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates shall keep, and the Trust Advisor shall cause the Trust Advisor’s subcontractors and the Trust Advisor’s Affiliates to keep, confidential any Privileged Information received from the Special Servicer or Subordinate Class Representative in connection with the Subordinate Class Representative’s exercise of any rights under this Agreement (including, without limitation, in connection with any Asset Status Report) or otherwise in connection with the Certificates. Subject to the permitted exceptions in the following sentence, the Trust Advisor shall not disclose such Privileged Information so received from the Special Servicer or Subordinate Class Representative to any other Person (including any Certificateholders which are not then Holders of the Control-Eligible Certificates), other than to the other parties to this Agreement, Agreement and to the extent expressly required by the other provisions of this Agreement, unless Agreement and other than under the Trust Advisor is, as evidenced by an Opinion of Counsel at its expense delivered to circumstances described in the following sentence. If the Trust Advisor, the Special ServicerTrust Advisor’s subcontractors or the Trust Advisor’s Affiliates, the Subordinate Class Representative and the Certificate Administrator, otherwise required by applicable law, rule, regulation, order, judgment or decree to disclose such Privileged Information. If any other party to this Agreement (other than the Special Servicer) so ), receives any such Privileged Information and has been advised that such information is Privileged Information, then such party Person shall be prohibited from disclosing such information so received by it from the Trust Advisor to any other Person, including in connection with preparing any responses to any investor-submitted inquiries posted on the Investor Q&A Forum, except to the extent that (a) the Special Servicer and the Subordinate Class Representative have consented in writing to its disclosure, (b) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by such partyPerson, (c) it is reasonable and necessary for such party Person to do so in working with legal counsel, auditors, taxing authorities or other governmental agencies, (d) such Privileged Information was already known to such party Person and not otherwise subject to a confidentiality obligation, (e) such disclosure is expressly authorized or required under another provision of this Agreement and/or (f) such disclosure is required by applicable law, rule, regulation, order, judgment or decree. Notwithstanding the foregoing, the Trust Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Trust Advisor to the extent necessary and for the sole purpose of permitting the Trust Advisor to perform its duties under this Agreement and so long as such Affiliates and any such subcontractors agree in writing to be bound by the same confidentiality provisions applicable to the Trust Advisor. (iv) During any Senior Consultation Period, the Trust Advisor shall provide the Special Servicer with at least thirty (30) days’ prior written notice of the date proposed for the annual meeting described in this Section 3.28