Exhibit 4.1

    

    
      


     

    

    NATIXIS COMMERCIAL MORTGAGE SECURITIES LLC,

      as Depositor

    [MASTER SERVICER],

      as Master Servicer

    [SPECIAL SERVICER],

      as Special Servicer

    [CERTIFICATE ADMINISTRATOR],

      as Certificate Administrator

    [TRUSTEE],

      as Trustee,

    [ASSET REPRESENTATIONS REVIEWER],

      as Asset Representations Reviewer,

    and

    [OPERATING ADVISOR],

      as Operating Advisor

    
      


    POOLING AND SERVICING AGREEMENT

    Dated as of [DATE]

    
      


    [TRANSACTION DESIGNATION]

    

    

    
      


    Commercial Mortgage Pass‐Through Certificates

      [SERIES DESIGNATION]

     

    

     

    

     

    

    
      
        


    

    
     

    

    
      

      

      
        TABLE OF CONTENTS

        

        

        

        Page

        	 
	
                ARTICLE I

              
	 
	
                DEFINITIONS

              
	 
	
                Section 1.01

              	
                Defined Terms

              	
                6

              
	
                Section 1.02

              	
                Certain Calculations

              	
                118

              
	 	 	 
	
                ARTICLE II

              
	 
	
                CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

              
	 
	
                Section 2.01

              	
                Conveyance of Mortgage Loans and the Trust Subordinate Companion Loan

              	
                120

              
	
                Section 2.02

              	
                Acceptance by Trustee

              	
                127

              
	
                Section 2.03

              	
                Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or
                  Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties

              	
                132

              
	
                Section 2.04

              	
                Execution of Certificates; Issuance of Lower-Tier Regular Interests

              	
                148

              
	
                Section 2.05

              	
                Creation of the Grantor Trust

              	
                148

              
	 	 	 
	
                ARTICLE III

              
	 
	
                ADMINISTRATION AND SERVICING OF THE TRUST FUND

              
	 
	
                Section 3.01

              	
                The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer;
                  Administration of the Mortgage Loans, the Serviced Companion Loans, the Trust Subordinate Companion Loan and REO Properties

              	
                149

              
	
                Section 3.02

              	
                Collection of Mortgage Loan Payments

              	
                157

              
	
                Section 3.03

              	
                Collection of Taxes, Assessments and Similar Items; Servicing Accounts

              	
                163

              
	
                Section 3.04

              	
                The Collection Account, the Lower‐Tier REMIC Distribution Account, the Upper‐Tier REMIC Distribution
                  Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Gain‐on‐Sale Reserve Account, the Class [EC] Distribution Account and the [LOAN-SPECIFIC] REMIC Distribution Account

              	
                168

              
	
                Section 3.05

              	
                Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion
                  Distribution Account

              	
                176

              
	
                Section 3.06

              	
                Investment of Funds in the Collection Account and the REO Account

              	
                188

              


        

        

        
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                Section 3.07

              	
                Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage

              	
                190

              
	
                Section 3.08

              	
                Enforcement of Due‐on‐Sale Clauses; Assumption Agreements

              	
                196

              
	
                Section 3.09

              	
                Realization Upon Defaulted Mortgage Loans, Companion Loans and the Trust Subordinate Companion Loan

              	
                200

              
	
                Section 3.10

              	
                Trustee and Certificate Administrator to Cooperate; Release of Mortgage Files

              	
                204

              
	
                Section 3.11

              	
                Servicing Compensation

              	
                205

              
	
                Section 3.12

              	
                Inspections; Collection of Financial Statements

              	
                211

              
	
                Section 3.13

              	
                Access to Certain Information

              	
                216

              
	
                Section 3.14

              	
                Title to REO Property; REO Account

              	
                229

              
	
                Section 3.15

              	
                Management of REO Property

              	
                231

              
	
                Section 3.16

              	
                Sale of Defaulted Mortgage Loans and REO Properties

              	
                233

              
	
                Section 3.17

              	
                Additional Obligations of Master Servicer and Special Servicer

              	
                241

              
	
                Section 3.18

              	
                Modifications, Waivers, Amendments and Consents

              	
                243

              
	
                Section 3.19

              	
                Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report

              	
                252

              
	
                Section 3.20

              	
                Sub‐Servicing Agreements

              	
                260

              
	
                Section 3.21

              	
                Interest Reserve Account

              	
                264

              
	
                Section 3.22

              	
                Directing Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer

              	
                264

              
	
                Section 3.23

              	
                Controlling Class Certificateholders and Directing Certificateholder; Certain Rights and Powers of
                  Directing Certificateholder

              	
                265

              
	
                Section 3.24

              	
                Intercreditor Agreements

              	
                269

              
	
                Section 3.25

              	
                Rating Agency Confirmation

              	
                272

              
	
                Section 3.26

              	
                The Operating Advisor

              	
                273

              
	
                Section 3.27

              	
                Companion Paying Agent

              	
                282

              
	
                Section 3.28

              	
                Companion Register

              	
                282

              
	
                Section 3.29

              	
                Certain Matters Relating to the Non‐Serviced Mortgage Loan

              	
                283

              
	
                Section 3.30

              	
                Trust Subordinate Companion Loan

              	
                284

              
	
                Section 3.31

              	
                Subordinate Loan-Specific Directing Certificateholder

              	
                286

              
	
                Section 3.32

              	
                Litigation Control

              	
                287

              
	
                Section 3.33

              	
                Delivery of Excluded Information to the Certificate Administrator

              	
                290

              
	
                Section 3.34

              	
                [Resignation Upon Prohibited Risk Retention Affiliation

              	
                291

              
	 	 	 
	
                ARTICLE IV

              
	 
	
                DISTRIBUTIONS TO CERTIFICATEHOLDERS

              
	 
	
                Section 4.01

              	
                Distributions

              	
                291

              
	
                Section 4.02

              	
                Statements to Certificateholders; CREFC® Investor Reporting Packages; Grant of Power of Attorney

              	
                302

              
	
                Section 4.03

              	
                P&I Advances

              	
                309

              
	
                Section 4.04

              	
                Allocation of Realized Losses

              	
                311

              
	
                Section 4.05

              	
                Appraisal Reduction Amounts; Collateral Deficiency Amounts

              	
                313

              
	
                Section 4.06

              	
                Grantor Trust Reporting

              	
                318

              


        

        

        
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                Section 4.07

              	
                Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool

              	
                319

              
	
                Section 4.08

              	
                Secure Data Room

              	
                322

              
	 	 	 
	
                ARTICLE V

              
	 
	
                THE CERTIFICATES

              
	 
	
                Section 5.01

              	
                The Certificates

              	
                323

              
	
                Section 5.02

              	
                Form and Registration

              	
                324

              
	
                Section 5.03

              	
                Registration of Transfer and Exchange of Certificates

              	
                326

              
	
                Section 5.04

              	
                Mutilated, Destroyed, Lost or Stolen Certificates

              	
                334

              
	
                Section 5.05

              	
                Persons Deemed Owners

              	
                335

              
	
                Section 5.06

              	
                Access to List of Certificateholders’ Names and Addresses; Special Notices

              	
                335

              
	
                Section 5.07

              	
                Maintenance of Office or Agency

              	
                336

              
	
                Section 5.08

              	
                Appointment of Certificate Administrator

              	
                336

              
	
                Section 5.09

              	
                Exchangeable Certificates and the Class [EC] Certificates

              	
                337

              
	
                Section 5.10

              	
                Voting Procedures

              	
                338

              
	 	 	 
	
                ARTICLE VI

              
	 
	
                THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING
                  CERTIFICATEHOLDER

              
	 
	
                Section 6.01

              	
                Representations, Warranties and Covenants of the Master Servicer, Special Servicer, the Operating
                  Advisor and the Asset Representations Reviewer

              	
                340

              
	
                Section 6.02

              	
                Liability of the Depositor, the Master Servicer, the Operating Advisor and the Special Servicer

              	
                346

              
	
                Section 6.03

              	
                Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the
                  Special Servicer or the Asset Representations Reviewer

              	
                346

              
	
                Section 6.04

              	
                Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating
                  Advisor, the Asset Representations Reviewer and Others

              	
                348

              
	
                Section 6.05

              	
                Depositor, Master Servicer and Special Servicer Not to Resign

              	
                353

              
	
                Section 6.06

              	
                Rights of the Depositor in Respect of the Master Servicer and the Special Servicer

              	
                354

              
	
                Section 6.07

              	
                The Master Servicer and the Special Servicer as Certificate Owner

              	
                354

              
	
                Section 6.08

              	
                The Directing Certificateholder

              	
                354

              
	
                Section 6.09

              	
                The Risk Retention Consultation Party

              	
                360

              


        

        

        
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                ARTICLE VII

              
	 
	
                SERVICER TERMINATION EVENTS

              
	 
	
                Section 7.01

              	
                Servicer Termination Events; Master Servicer and Special Servicer Termination

              	
                361

              
	
                Section 7.02

              	
                Trustee to Act; Appointment of Successor

              	
                371

              
	
                Section 7.03

              	
                Notification to Certificateholders

              	
                373

              
	
                Section 7.04

              	
                Waiver of Servicer Termination Events

              	
                373

              
	
                Section 7.05

              	
                Trustee as Maker of Advances

              	
                374

              
	 	 	 
	
                ARTICLE VIII

              
	 
	
                CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR

              
	 
	
                Section 8.01

              	
                Duties of the Trustee and the Certificate Administrator

              	
                374

              
	
                Section 8.02

              	
                Certain Matters Affecting the Trustee and the Certificate Administrator

              	
                376

              
	
                Section 8.03

              	
                Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or
                  Mortgage Loans or Trust Subordinate Companion Loan

              	
                378

              
	
                Section 8.04

              	
                Trustee or Certificate Administrator May Own Certificates

              	
                378

              
	
                Section 8.05

              	
                Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate
                  Administrator

              	
                378

              
	
                Section 8.06

              	
                Eligibility Requirements for Trustee and Certificate Administrator

              	
                380

              
	
                Section 8.07

              	
                Resignation and Removal of the Trustee and Certificate Administrator

              	
                381

              
	
                Section 8.08

              	
                Successor Trustee or Certificate Administrator

              	
                383

              
	
                Section 8.09

              	
                Merger or Consolidation of Trustee or Certificate Administrator

              	
                384

              
	
                Section 8.10

              	
                Appointment of Co‐Trustee or Separate Trustee

              	
                384

              
	
                Section 8.11

              	
                Appointment of Custodians

              	
                385

              
	
                Section 8.12

              	
                Representations and Warranties of the Trustee

              	
                386

              
	
                Section 8.13

              	
                Provision of Information to Certificate Administrator, Master Servicer and Special Servicer

              	
                387

              
	
                Section 8.14

              	
                Representations and Warranties of the Certificate Administrator

              	
                388

              
	
                Section 8.15

              	
                Compliance with the PATRIOT Act

              	
                389

              
	 	 	 
	
                ARTICLE IX

              
	 
	
                TERMINATION

              
	 
	
                Section 9.01

              	
                Termination upon Repurchase or Liquidation of All Mortgage Loans

              	
                389

              
	
                Section 9.02

              	
                Additional Termination Requirements

              	
                394

              


        

        

        
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                ARTICLE X

              
	 
	
                ADDITIONAL REMIC PROVISIONS

              
	 
	
                Section 10.01

              	
                REMIC Administration

              	
                395

              
	
                Section 10.02

              	
                Use of Agents

              	
                399

              
	
                Section 10.03

              	
                Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator

              	
                399

              
	
                Section 10.04

              	
                Appointment of REMIC Administrators

              	
                399

              
	 	 	 
	
                ARTICLE XI

              
	 
	
                EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

              
	 
	
                Section 11.01

              	
                Intent of the Parties; Reasonableness

              	
                400

              
	
                Section 11.02

              	
                Succession; Subcontractors

              	
                401

              
	
                Section 11.03

              	
                Filing Obligations

              	
                403

              
	
                Section 11.04

              	
                Form 10‐D and Form ABS‐EE Filings

              	
                404

              
	
                Section 11.05

              	
                Form 10‐K Filings

              	
                408

              
	
                Section 11.06

              	
                Sarbanes‐Oxley Certification

              	
                410

              
	
                Section 11.07

              	
                Form 8‐K Filings

              	
                412

              
	
                Section 11.08

              	
                Form 15 Filing

              	
                414

              
	
                Section 11.09

              	
                Annual Compliance Statements

              	
                414

              
	
                Section 11.10

              	
                Annual Reports on Assessment of Compliance with Servicing Criteria

              	
                416

              
	
                Section 11.11

              	
                Annual Independent Public Accountants’ Attestation Report

              	
                418

              
	
                Section 11.12

              	
                Indemnification

              	
                419

              
	
                Section 11.13

              	
                Amendments

              	
                421

              
	
                Section 11.14

              	
                Regulation AB Notices

              	
                422

              
	
                Section 11.15

              	
                Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans

              	
                422

              
	
                Section 11.16

              	
                Certain Matters Regarding Significant Obligors

              	
                427

              
	
                Section 11.17

              	
                Impact of Cure Period

              	
                428

              
	 	 	 
	
                ARTICLE XII

              
	 
	
                THE ASSET REPRESENTATIONS REVIEWER

              
	 
	
                Section 12.01

              	
                Asset Review

              	
                429

              
	
                Section 12.02

              	
                Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability

              	
                435

              
	
                Section 12.03

              	
                Resignation of the Asset Representations Reviewer

              	
                436

              
	
                Section 12.04

              	
                Restrictions of the Asset Representations Reviewer

              	
                436

              
	
                Section 12.05

              	
                Termination of the Asset Representations Reviewer

              	
                437

              


        

        

        
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                ARTICLE XIII

              
	 
	
                MISCELLANEOUS PROVISIONS

              
	 
	
                Section 13.01

              	
                Amendment

              	
                440

              
	
                Section 13.02

              	
                Recordation of Agreement; Counterparts

              	
                444

              
	
                Section 13.03

              	
                Limitation on Rights of Certificateholders

              	
                445

              
	
                Section 13.04

              	
                Governing Law; Submission to Jurisdiction; Waiver of Jury Trial

              	
                446

              
	
                Section 13.05

              	
                Notices

              	
                446

              
	
                Section 13.06

              	
                Severability of Provisions

              	
                449

              
	
                Section 13.07

              	
                Grant of a Security Interest

              	
                449

              
	
                Section 13.08

              	
                Successors and Assigns; Third Party Beneficiaries

              	
                449

              
	
                Section 13.09

              	
                Article and Section Headings

              	
                450

              
	
                Section 13.10

              	
                Notices to the Rating Agencies

              	
                450

              
	 	 	 


      

       

        

    

     

      

     

      

     

      
      
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      EXHIBITS

      	
              EXHIBIT A‐1

            	
              Form of Certificate (other than Class [R], Class [ARD] and Class [LOAN-SPECIFIC] Certificates)

            
	
              EXHIBIT A‐2

            	
              Form of Class [R] Certificate

            
	
              EXHIBIT A‐3

            	
              Form of Class [ARD] Certificate

            
	
              EXHIBIT A‐4

            	
              Form of Class [LOAN-SPECIFIC] Certificate

            
	
              EXHIBIT B

            	
              Mortgage Loan Schedule

            
	
              EXHIBIT C

            	
              Form of Investment Representation Letter

            
	
              EXHIBIT D‐1

            	
              Form of Transferee Affidavit

            
	
              EXHIBIT D‐2

            	
              Form of Transferor Letter

            
	
              EXHIBIT E

            	
              Form of Request for Release

            
	
              EXHIBIT F‐1

            	
              Form of ERISA Representation Letter regarding ERISA Restricted Certificates

            
	
              EXHIBIT F‐2

            	
              Form of ERISA Representation Letter regarding Class [R] and Class [ARD] Certificates

            
	
              EXHIBIT G

            	
              Form of Distribution Date Statement

            
	
              EXHIBIT H

            	
              Form of Omnibus Assignment

            
	
              EXHIBIT I

            	
              Form of Transfer Certificate for Rule 144A Book‐Entry Certificate to Temporary Regulation S Book‐Entry Certificate during Restricted Period

            
	
              EXHIBIT J

            	
              Form of Transfer Certificate for Rule 144A Book‐Entry Certificate to Regulation S Book‐Entry Certificate after Restricted Period

            
	
              EXHIBIT K

            	
              Form of Transfer Certificate for Temporary Regulation S Book‐Entry Certificate to Rule 144A Book‐Entry Certificate during Restricted Period

            
	
              EXHIBIT L

            	
              Form of Transfer Certificate for Temporary Regulation S Book‐Entry Certificate to Regulation S Book‐Entry Certificate after Restricted Period

            
	
              EXHIBIT M

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

            
	
              EXHIBIT N

            	
              Form of Transfer Certificate for Non‐Book Entry Certificate to Regulation S Book‐Entry Certificate

            
	
              EXHIBIT O

            	
              Form of Transfer Certificate for Non‐Book Entry Certificate to Rule 144A Book‐Entry Certificate

            
	
              EXHIBIT P‐1A

            	
              Form of Investor Certification for Non-Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)

            
	
              EXHIBIT P‐1B

            	
              Form of Investor Certification for Non-Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)

            
	
              EXHIBIT P‐1C

            	
              Form of Investor Certification for Borrower Party (for Persons other than the Directing Certificateholder and/or a Controlling Class Certificateholder)

            
	
              EXHIBIT P‐1D

            	
              Form of Investor Certification for Borrower Party (for the Directing Certificateholder and/or a Controlling Class Certificateholder)

            
	
              EXHIBIT P‐1E

            	
              Form of Notice of Excluded Controlling Class Holder

            
	
              EXHIBIT P‐1F

            	
              Form of Notice of Excluded Controlling Class Holder to Certificate Administrator

            


      

      

      
        -vii-

        
          


      

      

      

      	
              EXHIBIT P‐1G

            	
              Form of Certification of Directing Certificateholder

            
	
              EXHIBIT P‐2

            	
              Form of Certification for NRSROs

            
	
              EXHIBIT P‐3

            	
              Online Market Data Provider Certification

            
	
              EXHIBIT Q

            	
              Custodian Certification/Exception Report

            
	
              EXHIBIT R‐1

            	
              Form of Power of Attorney – Master Servicer

            
	
              EXHIBIT R‐2

            	
              Form of Power of Attorney – Special Servicer

            
	
              EXHIBIT S

            	
              Initial Companion Holders, Initial [LOAN-SPECIFIC] Majority Certificateholder,

            
	
              EXHIBIT T

            	
              Form of Notice Relating to the Non‐Serviced Mortgage Loan

            
	
              EXHIBIT U

            	
              Form of Notice and Certification Regarding Defeasance of Mortgage Loan

            
	
              EXHIBIT V

            	
              Form of Operating Advisor Annual Report

            
	
              EXHIBIT W

            	
              Form of Notice from Operating Advisor Recommending Replacement of Special Servicer

            
	
              EXHIBIT X

            	
              Form of Confidentiality Agreement

            
	
              EXHIBIT Y

            	
              Form Certification to be Provided with Form 10‐K

            
	
              EXHIBIT Z‐1

            	
              Form of Certification to be Provided to Depositor by Certificate Administrator

            
	
              EXHIBIT Z‐2

            	
              Form of Certification to be Provided to Depositor by Master Servicer

            
	
              EXHIBIT Z‐3

            	
              Form of Certification to be Provided to Depositor by Special Servicer

            
	
              EXHIBIT Z‐4

            	
              Form of Certification to be Provided to Depositor by Trustee

            
	
              EXHIBIT Z‐5

            	
              Form of Certification to be Provided to Depositor by Operating Advisor

            
	
              EXHIBIT Z‐6

            	
              Form of Certification to be Provided to Depositor by Custodian

            
	
              EXHIBIT Z-7

            	
              Form of Certification to be Provided to Depositor by Asset Representations Reviewer

            
	
              EXHIBIT AA

            	
              Servicing Criteria to be Addressed in Assessment of Compliance

            
	
              EXHIBIT BB

            	
              Additional Form 10‐D Disclosure

            
	
              EXHIBIT CC

            	
              Additional Form 10‐K Disclosure

            
	
              EXHIBIT DD

            	
              Form 8‐K Disclosure Information

            
	
              EXHIBIT EE

            	
              Additional Disclosure Notification

            
	
              EXHIBIT FF

            	
              Initial Sub-Servicers

            
	
              EXHIBIT GG

            	
              Servicing Function Participants

            
	
              EXHIBIT HH

            	
              Form of Annual Compliance Statement

            
	
              EXHIBIT II

            	
              Form of Report on Assessment of Compliance with Servicing Criteria

            
	
              EXHIBIT JJ

            	
              CREFC® Payment Information

            
	
              EXHIBIT KK

            	
              Form of Notice of Additional Indebtedness Notification

            
	
              EXHIBIT LL

            	
              Form of Notice of Exchangeable Certificates for the Class [EC] Certificates

            
	
              EXHIBIT MM

            	
              Additional Disclosure Notification (Accounts)

            
	
              EXHIBIT NN

            	
              Form of Notice of Purchase of Controlling Class Certificate

            
	
              EXHIBIT OO

            	
              Form of Transferee Notice of Purchase of Class [LOAN-SPECIFIC] Certificate

            
	
              EXHIBIT PP

            	
              Asset Review Report

            
	
              EXHIBIT QQ

            	
              Form of Asset Review Report Summary

            
	
              EXHIBIT RR

            	
              Asset Review Procedures

            
	
              EXHIBIT SS

            	
              Form of Certification to Certificate Administrator Requesting Access to Secure Data Room

            


      

      

      
        -viii-

        
          


      

      

      

      	
              EXHIBIT TT

            	
              Form of Notice of [Additional Delinquent Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger]

            
	
              EXHIBIT UU

            	
              Certification of Risk Retention Consultation Party

            


      SCHEDULES

      	
              SCHEDULE 1

            	
              Mortgage Loans With Additional Debt

            
	
              SCHEDULE 2

            	
              Class [A-SB] Planned Principal Balance Schedule

            
	
              SCHEDULE 3

            	
              Mortgage Loans With “Performance,” “Earn-Out” or “Holdback” Escrows or Reserves exceeding 10% of the Initial Principal Balance

            


    

     

    

     

    

     

    

     

    

     

    

     

    

     

    

    
      -ix-

      
        


    

    
     

    

     

    
      This Pooling and Servicing Agreement is dated and effective as of [DATE], among Natixis Commercial Mortgage Securities LLC, as Depositor, [MASTER SERVICER], as Master Servicer,
        [SPECIAL SERVICER], as Special Servicer, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [TRUSTEE], as Trustee, [OPERATING ADVISOR], as Operating Advisor, and [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer.

      PRELIMINARY STATEMENT:

      The Depositor intends to sell commercial mortgage pass‐through certificates (collectively, the “Certificates”), to be issued hereunder in multiple classes (each, a “Class”),












        which in the aggregate will evidence the entire beneficial ownership interest in the Trust to be created hereunder, the primary assets of which will be a pool of commercial mortgage loans and a separate trust companion loan interest in one
        commercial mortgage loan.  As provided herein, the Certificate Administrator shall elect or shall cause an election to be made to treat designated portions of the Trust (exclusive of the Excess Interest, the proceeds thereof in the Excess Interest
        Distribution Account, any Exchangeable Certificates that have been exchanged for the Class [EC] Certificates and the proceeds thereof in the Class [EC] Distribution Account) for federal income tax purposes as three separate real estate mortgage
        investment conduits (the “Upper‐Tier REMIC,” the “Lower‐Tier REMIC” and the “[LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC,” and each a “Trust REMIC” as described herein).

      In addition, the parties intend that the portions of the Trust Fund consisting of (i) the Class [A‐S] Specific Grantor Trust Assets, the Class [B] Specific Grantor Trust Assets,
        and the Class [C] Specific Grantor Trust Assets, and (ii) Class [ARD] Specific Grantor Trust Assets, shall be treated as a grantor trust (the “Grantor Trust”) for federal income tax purposes.  Solely for tax purposes, the Class [A-S]
        Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Class [A-S] Specific Grantor Trust Assets.  The Class [B] Certificates shall represent undivided beneficial interests in the portion
        of the Grantor Trust consisting of the Class [B] Specific Grantor Trust Assets.  The Class [C] Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Class [C] Specific Grantor Trust
        Assets.  The Class [EC] Certificates do not represent an interest in an entity other than the Trust and, for the avoidance of doubt, the Grantor Trust is not a separate legal entity.  The Class [ARD] Certificates shall represent undivided
        beneficial interests in the portion of the Grantor Trust consisting of the Class [ARD] Specific Grantor Trust Assets.  As provided herein, the Certificate Administrator shall take all actions expressly required hereunder to ensure that the portion
        of the Trust Fund consisting of the Grantor Trust maintains its status as a grantor trust under federal income tax law and not be treated as part of the Trust REMICs.

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

      
        -1-

        
          


      

      [LOAN-SPECIFIC] TRUST SUBORDINATE COMPANION LOAN REMIC

      The [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC will hold the [LOAN-SPECIFIC] Trust Subordinate Companion Loan and the proceeds of such Trust Subordinate Companion
        Loan, together with its allocable share of any related property acquired by foreclosure or deed-in-lieu of foreclosure and will issue the Class [LOAN-SPECIFIC] Certificates as the “regular interests” in the [LOAN-SPECIFIC] Trust Subordinate
        Companion Loan REMIC and an uncertificated [LOAN-SPECIFIC]-R Interest represented by the Class [R] Certificates, as the sole class of “residual interest” in the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC.  Any [LOAN-SPECIFIC] Available
        Funds remaining in the [LOAN-SPECIFIC] REMIC Distribution Account after all required distributions under this Agreement have been made to the Class [LOAN-SPECIFIC] Certificates will be deemed distributed to the [LOAN-SPECIFIC]-R Interest and shall
        be payable to the Holders of the Class [R] Certificates.

      LOWER‐TIER REMIC

      The Lower‐Tier REMIC will hold the Mortgage Loans (exclusive of the Excess Interest) and will issue the Class [UNCERTIFICATED INTERESTS] Uncertificated Interests (the “Lower-Tier











          Regular Interests”), which will evidence the “regular interests” in the Lower‐Tier REMIC created hereunder.  The Lower‐Tier REMIC will also issue the uncertificated Class LR Interest, which is the sole Class of “residual interest” in the
        Lower‐Tier REMIC and is represented by the Class [R] Certificates.

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

      	
              
                 

                Class Designation

              

            	 	
              
                 

                Interest Rate or Pass-Through Rate

              

            	 	
              
                 

                Original Lower-Tier

                  Principal Amount

              

            
	
              [Class LA1]

            	 	
              (1)

            	 	
              $          [_____]

            
	
              [Class LA2]

            	 	
              (1)

            	 	
              $          [_____]

            
	
              [Class LA3]

            	 	
              (1)

            	 	
              $          [_____]

            
	
              [Class LA5]

            	 	
              (1)

            	 	
              $          [_____]

            
	
              [Class LASB]

            	 	
              (1)

            	 	
              $          [_____]

            
	
              [Class LAS]

            	 	
              (1)

            	 	
              $          [_____]

            
	
              [Class LB]

            	 	
              (1)

            	 	
              $          [_____]

            
	
              [Class LC]

            	 	
              (1)

            	 	
              $          [_____]

            
	
              [Class LD]

            	 	
              (1)

            	 	
              $          [_____]

            
	
              [Class LE]

            	 	
              (1)

            	 	
              $          [_____]

            
	
              [Class LF]

            	 	
              (1)

            	 	
              $          [_____]

            
	
              [Class LNR]

            	 	
              (1)

            	 	
              $          [_____]

            
	
              [Class LR]

            	 	
              None(2)

            	 	
              None

            


      

      

      
        


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

            


      	(2)	
              The Class LR Interest (evidenced by the Class [R] Certificates) will not have a Certificate Balance or Notional Amount, will not bear interest and will not be entitled to distributions of Prepayment Premiums or Yield

            


      
        -2-

        
          


      

      Maintenance Charges.  Any Available Funds remaining in the Lower‐Tier REMIC Distribution Account after distributing the Lower‐Tier Distribution Amount will be
        deemed distributed to the Class LR Interest and shall be payable to the Holders of the Class [R] Certificates.

      UPPER‐TIER REMIC

      The Upper‐Tier REMIC will hold the Lower-Tier Regular Interests and will issue the Class [A-1], Class [A-2], Class [A-3], Class [A-4], Class [A-5], Class [A-SB], Class [X-A],
        Class [X-B], Class [X-C], Class [X-D], Class [X-E], Class [X-F], Class [X-NR], Class [D], Class [E], Class [F] and Class [NR] Certificates and the Class [EC] Regular Interests, each of which represents a “regular interest” in the Upper‐Tier REMIC
        created hereunder.  The Upper‐Tier REMIC also will issue the uncertificated Class UR Interest, which is the sole Class of “residual interest” in the Upper‐Tier REMIC for purposes of the REMIC Provisions and is represented by the Class [R]
        Certificates.

      THE GRANTOR TRUST

      The Class [A-S], Class [B], Class [C], Class [EC], and Class [ARD] Certificates shall each represent undivided beneficial interests in the portion of the Grantor Trust consisting
        of the assets set forth opposite such Class in the following table, in each case as described herein.  As provided herein, the Certificate Administrator shall not take any actions to cause the portions of the Trust Fund referred to as the Grantor
        Trust to fail (i) to maintain its status as a “grantor trust” the beneficiaries of which are treated as the owners under federal income tax law and (ii) to be treated as part of any Trust REMIC.

      	
              
                 

                Class Designation

              

            	 	
              
                 

                Corresponding Grantor Trust Assets

              

            
	
              Class [A-S]

            	 	
              Class [A-S] Specific Grantor Trust Assets

            
	
              Class [B]

            	 	
              Class [B] Specific Grantor Trust Assets

            
	
              Class [C]

            	 	
              Class [C] Specific Grantor Trust Assets

            
	
              Class [EC]

            	 	
              Class [EC] Specific Grantor Trust Assets

            
	
              Class [ARD]

            	 	
              Class [ARD] Specific Grantor Trust Assets

            


      THE CERTIFICATES

      The following table (and related paragraphs) sets forth the designation, the pass‐through rate (the “Pass‐Through Rate”) and the aggregate initial principal amount (the “Original












          Certificate Balance”) or Notional Amount (the “Original Notional Amount”), as applicable, for each Class of Certificates:

      
        -3-

        
          


      

      

      

      	
              
                 

                Corresponding Certificates

              

            	 	
              
                 

                Initial Pass-Through Rate

              

            	 	
              
                Original

                  Certificate

                  Balance or

                  Notional Amount

              

            
	
              [Class [A-1]] Certificates

            	 	
              [_____]%

            	 	
              $   [_____]

            
	
              [Class [A-2]] Certificates

            	 	
              [_____]%

            	 	
              $   [_____]

            
	
              [Class [A-3]] Certificates

            	 	
              [_____]%

            	 	
              $   [_____]

            
	
              [Class [A-4]] Certificates

            	 	
              [_____]%

            	 	
              $   [_____]

            
	
              [Class [A-5]] Certificates

            	 	
              [_____]%

            	 	
              $   [_____]

            
	
              [Class [A-SB]] Certificates

            	 	
              [_____]%

            	 	
              $   [_____]

            
	
              [Class [X-A]] Certificates

            	 	
              [_____]%(1)

            	 	
              $   [_____](2)

            
	
              [Class [X-B]] Certificates

            	 	
              [_____]%(1)

            	 	
              $   [_____](2)

            
	
              [Class [X-D]] Certificates

            	 	
              [_____]%(1)

            	 	
              $   [_____](2)

            
	
              [Class [X-E]] Certificates

            	 	
              [_____]%(1)

            	 	
              $   [_____](2)

            
	
              [Class [X-F]] Certificates

            	 	
              [_____]%(1)

            	 	
              $   [_____](2)

            
	
              [Class [X-NR]] Certificates

            	 	
              [_____]%(1)

            	 	
              $   [_____](2)

            
	
              [Class [A-S]] Certificates(3)

            	 	
              [_____]%

            	 	
              $   [_____]

            
	
              [Class [A-S]] Regular Interest

            	 	 	 	 
	
              [Class [B]] Certificates(4)

            	 	
              [_____]%

            	 	
              $   [_____]

            
	
              [Class [B]] Regular Interest

            	 	 	 	 
	
              [Class [C]] Certificates(5)

            	 	
              [_____]%

            	 	
              $   [_____]

            
	
              [Class [C]] Regular Interest

            	 	 	 	 
	
              [Class [EC]] Certificates(7)

            	 	 	 	 
	
              [Class [D]] Certificates

            	 	
              [_____]%

            	 	
              $   [_____]

            
	
              [Class [E]] Certificates

            	 	
              [_____]%

            	 	
              $   [_____]

            
	
              [Class [F]] Certificates

            	 	
              [_____]%

            	 	
              $   [_____]

            
	
              [Class [NR]] Certificates

            	 	
              [_____]%

            	 	
              $   [_____]

            
	
              [Class LOAN-SPECIFIC] Certificates(6)

            	 	
              [_____]%

            	 	
              $   [_____]

            
	
              [Class [R]] Certificates

            	 	
              None(8)

            	 	
              N/A

            
	
              [Class [ARD]] Certificates(9)

            	 	
              None(8)

            	 	
              N/A

            


      

      

      
        


      	(1)	
              The Pass‐Through Rate for the Class [X-A] Certificates will be calculated in accordance with the definition of “Class [X‐A] Pass‐Through Rate” [REPEAT FOR EACH INTEREST-ONLY CLASS].

            


      	(2)	
              None of the Class [X-A] Certificates [REPEAT FOR EACH INTEREST-ONLY CLASS] will have a Certificate Balance; rather, such Classes of Certificates will accrue interest as provided herein on the Class [X-A] [REPEAT FOR EACH IO CLASS]
                Notional Amount, as applicable.

            


      	(3)	
              The Class [A-S] Certificates represent a beneficial ownership interest in the Class [A-S] Percentage Interest of the Class [A-S] Regular Interest.  The aggregate Certificate Balance of the Class [A-S] Certificates and the Class [EC]
                Component A-S will at all times equal the Certificate Balance of the Class [A-S] Regular Interest.

            


      	(4)	
              The Class [B] Certificates represent a beneficial ownership interest in the Class [B] Percentage Interest of the Class [B] Regular Interest.  The aggregate Certificate Balance of the Class [B] Certificates and the Class [EC] Component B
                will at all times equal the Certificate Balance of the Class [B] Regular Interest.

            


      	(5)	
              The Class [C] Certificates represent a beneficial ownership interest in the Class [C] Percentage Interest of the Class [C] Regular Interest.  The aggregate Certificate Balance of the Class [C] Certificates and the Class [EC] Component C
                will at all times equal the Certificate Balance of the Class [C] Regular Interest.

            


      
        -4-

        
          


      

      	(6)	
              The Class [LOAN-SPECIFIC] Certificates are issued by the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC.

            


      	(7)	
              The Class [EC] Certificates are not regular interests in the Upper-Tier REMIC, but represent ownership of the Class [EC] Components.  The Class [EC] Certificates will not have a Pass‐Through Rate, but will be entitled to receive the sum
                of interest distributable on the Class [EC] Components.

            


      	(8)	
              Neither the Class [R] nor the Class [ARD] Certificates will have a Certificate Balance or a Notional Amount, bear interest or be entitled to distributions of Yield Maintenance Charges.  Any Available Funds remaining in the Upper‐Tier
                REMIC Distribution Account, after all required distributions under this Agreement have been made to each Class of Regular Certificates will be deemed distributed to the Class UR Interest and shall be payable to the Holders of the Class [R]
                Certificates.

            


      	(9)	
              The Class [ARD] Certificates are issued by the Grantor Trust.

            


      As of the close of business on the Cut‐Date, the Mortgage Loans had an aggregate principal balance, after application of all payments of principal due on or before such date,
        whether or not received, equal to $[____].  The principal balance of the Trust Subordinate Companion Loan as of the Cut‐off Date was approximately $[____].

      WHOLE LOANS

      	
              
                 

                Loan No.

              

            	 	
              
                 

                Whole Loan

              

            	 	
              
                 

                Type

              

            	 	
              
                 

                Non‐Serviced Pooling Agreement

              

            	 	
              
                 

                Companion Loan Name

              

            	 	
              
                 

                Companion Loan Type

              

            	 	
              
                 

                Non‐Serviced Primary Servicing Fee Rate (if any)

              

            
	
              [__]

            	 	
              [_____]

            	 	
              [_____](1)

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [____]% per annum

            
	
              [__]

            	 	
              [_____]

            	 	
              [_____](2)

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [____]% per annum

            
	
              [__]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [____]% per annum

            
	
              [__]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [____]% per annum

            
	
              [__]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [____]% per annum

            
	
              [__]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [____]% per annum

            
	
              [__]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [____]% per annum

            
	
              [__]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [____]% per annum

            
	
              [__]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [____]% per annum

            
	
              [__]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [_____]

            	 	
              [____]% per annum

            


      

      

      
        


      	(1)	
              On and after the securitization of the [SERVICING SHIFT CONTROL NOTE], the [SERVICING SHIFT LOAN] will be serviced pursuant to the Non‐Serviced Pooling Agreement governing the securitization of the [SERVICING SHIFT CONTROL NOTE].

            


      	(2)	
              The subject Whole Loan will be serviced under that certain [trust and servicing agreement][pooling and servicing agreement], dated and effective as of [●], among [●], as depositor, [●], as [servicer][master servicer], [●], as special
                servicer, [●], as certificate administrator and [●], as trustee, [and] [●], as operating advisor [and as asset representations reviewer], as from time to time amended, supplemented or modified, relating to the issuance of the [TRUST AND
                SECURITIZATION DESIGNATION].

            


      

      

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

      
        -5-

        
          


      

      Companion Loan(s) to the extent provided in the related Intercreditor Agreement.  Each Serviced Whole Loan will be serviced and administered in accordance with this Agreement and the related
        Intercreditor Agreement.  Each Non‐Serviced Whole Loan will be serviced and administered in accordance with the related Non‐Serviced Pooling Agreement and the related Intercreditor Agreement.

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

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

      ARTICLE I  

          

          DEFINITIONS

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

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

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

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

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

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

      “30/360 Mortgage Loans”:  The Mortgage Loans indicated as such in the Mortgage Loan Schedule.

      “AB Control Appraisal Period”:  With respect to any Trust Subordinate Companion Loan, the period during which (a) (i) the initial principal balance of the related Trust
        Subordinate Companion Loan minus (ii) the sum of (x) any payments of principal allocated to, and received on, the related Trust Subordinate Companion Loan, (y) any Appraisal Reduction Amounts for an AB
        Whole Loan that are allocated to the related Trust Subordinate Companion Loan and (z) any losses realized with respect to the related Mortgaged Property or AB Whole Loan that are allocated to the related Trust Subordinate Companion Loan, is less
        than (b) 25% of the remainder of the (i) initial principal balance of the related Trust Subordinate Companion Loan less (ii) any payments of principal allocated to, and received by, the holders of the related

      
        -6-

        
          


      

      Trust Subordinate Companion Loan.  [With respect to any AB Whole Loan, the period during which the holder of any AB Subordinate Companion Loan is the AB Whole Loan Controlling Holder.  With respect
        to the [LOAN-SPECIFIC] AB Whole Loan, the [LOAN-SPECIFIC] Control Appraisal Period.]

      “AB Intercreditor Agreement”:  Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and the holder of the related Mortgage Loan, relating
        to the relative rights of such holders of the AB Whole Loan, as the same may be further amended in accordance with the terms thereof.

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

      “AB Mortgage Loan”:  A senior “A note” that is part of an AB Whole Loan and which is a Mortgage Loan that is part of the Trust Fund.  For the avoidance of doubt, the
        [_____] Mortgage Loan is an AB Mortgage Loan.

      “AB Mortgaged Property”:  The Mortgaged Property which secures the related AB Whole Loan.

      “AB Subordinate Companion Loan”:  With respect to any AB Whole Loan, the related companion loan evidenced by the related promissory note made by the related Mortgagor and
        secured by the Mortgage on the AB Mortgaged Property, which is not included in the Trust and which is subordinate in right of payment to the AB Mortgage Loan to the extent set forth in the related Mortgage Loan documents and as provided in the
        related Intercreditor Agreement.  For the avoidance of doubt, the [_____] Subordinate Companion Loan is an AB Subordinate Companion Loan.

      “AB Whole Loan”:  A Whole Loan that consists of such Mortgage Loan, Pari Passu Companion Loan(s) (if any) and one or more related AB Subordinate Companion Loan(s).  For the
        avoidance of doubt, the [_____] Whole Loan is an AB Whole Loan.

      “AB Whole Loan Controlling Holder”:  The “Directing Lender” or similarly defined party identified in the related AB Intercreditor Agreement.

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

      “Acceptable Insurance Default”:  [With respect to any Mortgage Loan (other than any Non‐Serviced Mortgage Loan), Serviced Whole Loan
        or Trust AB Whole Loan, a default under the related Mortgage Loan documents arising by reason of (a) any failure on the part of the

      
        -7-

        
          


      

      related Mortgagor to maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all‐risk casualty insurance policy that does not specifically exclude,
        terrorist or similar acts, and/or (b) any failure on the part of the related Mortgagor to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages or casualties caused by terrorist or similar acts upon
        terms not materially less favorable than those in place as of the Closing Date, in each case as to which default the Master Servicer and the Special Servicer may forbear taking any enforcement action, provided that the Special Servicer has
        determined, in its reasonable judgment, based on inquiry consistent with the Servicing Standard (and unless a Control Termination Event has occurred and is continuing (other than with respect to any Excluded Loan), with the consent of the Directing
        Certificateholder (and after a Control Termination Event has occurred, but prior to the occurrence of a Consultation Termination Event (other than with respect to any Excluded Loan), after consultation with the Directing Certificateholder as
        provided in Section 6.08 hereof)) (or, with respect to the Trust AB Whole Loan, and prior to the occurrence and continuance of any related AB Control Appraisal Period, with the consent of the related Subordinate Loan‐Specific Directing
        Certificateholder to the extent required under the related Intercreditor Agreement) (or, with respect to a Serviced AB Whole Loan, and prior to any related AB Control Appraisal Period, with the consent of the related AB Whole Loan Controlling
        Holder to the extent required under the related Intercreditor Agreement), that either (i) such insurance is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar to
        the related Mortgaged Property and located in or around the region in which such related Mortgaged Property is located, or (ii) such insurance is not available at any rate]; provided, however, that (A) the Directing
        Certificateholder (or, with respect to the Trust AB Whole Loan, and prior to any related AB Control Appraisal Period, with the consent of the related Subordinate Loan‐Specific Directing Certificateholder to the extent required under the related
        Intercreditor Agreement) (or, with respect to a Serviced AB Whole Loan, the AB Whole Loan Controlling Holder prior to any AB Control Appraisal Period to the extent required under the related Intercreditor Agreement) will not have more than
        thirty (30) days to respond to the Special Servicer’s request for such consent or consultation; and (B) upon the Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Special Servicer
        to consult with the Directing Certificateholder, the related Subordinate Loan-Specific Directing Certificateholder or any applicable AB Whole Loan Controlling Holder, as applicable, the Special Servicer is not required to do so.  Each of the Master
        Servicer (at its own expense) and the Special Servicer (at the expense of the Trust Fund) shall be entitled to rely on insurance consultants in making the determinations described above.

      “Acceptance Notice”:  As defined in Section 3.30(i).

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

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

      “Actual/360 Mortgage Loans”:  The Mortgage Loans and the Trust Subordinate Companion Loan, to the extent indicated as such in the Mortgage Loan Schedule.

      
        -8-

        
          


      

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

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

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

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

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

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

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

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

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

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

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

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

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

      
        -9-

        
          


      

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

      “Anticipated Repayment Date”:  With respect to each Mortgage Loan that is indicated on the Mortgage Loan Schedule as having a Revised Rate, the date upon which Mortgage
        Loan commences accruing interest at such Revised Rate.

      “Applicable Laws”:  As defined in Section 8.15.

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

      “Appraisal”:  An appraisal prepared by an appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged
          Property is located, and which (a) satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice,” as adopted by the Appraisal Standards Board of the Appraisal Foundation, and (b) contains a certification that
        such appraiser had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and its compensation is not affected by the approval or disapproval of the Mortgage Loan.

      “Appraisal Reduction Amount”:  For any Distribution Date and for any Mortgage Loan (other than a Non Serviced Mortgage Loan), Serviced Companion Loan, Trust Subordinate
        Companion Loan, Trust AB Whole Loan or any Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated by the Special Servicer (prior to the occurrence of a Consultation Termination Event and only with
        respect to a Mortgage Loan that is not an Excluded Loan) in consultation with the Directing Certificateholder, and, after the occurrence and during the continuance of a [Control Termination Event][Operating Advisor Consultation Event], in
        consultation with the Directing Certificateholder and the Operating Advisor and, after the occurrence and during the continuance of a Consultation Termination Event, in consultation with the Operating Advisor, as of the first Determination Date
        that is at least ten (10) Business Days following the date on which the Special Servicer receives an Appraisal or conducts a valuation described below, equal to the excess of (a) the Stated Principal Balance of that Mortgage Loan, the Stated
        Principal Balance of the applicable Serviced Whole Loan or the Stated Principal Balance of the Trust AB Whole Loan, as the case may be, over (b) the excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property as
        determined by (1) one or more Appraisals obtained by the Special Servicer with respect to any Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan), Serviced Whole Loan or Trust AB Whole Loan, as the
        case may be, with an outstanding principal balance equal to or in excess of $[_____] (the costs of which shall be paid by the Master Servicer as an Advance) or (2) an internal valuation performed by the Special Servicer with respect to any Mortgage
        Loan (together with any other Mortgage Loan cross collateralized with such Mortgage Loan), Serviced Whole Loan or Trust AB Whole Loan, as the case may be, with an outstanding principal balance less than $[_____], minus,
        (B) with respect to any Appraisals, such downward adjustments as the Special Servicer may make (without

      
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      implying any obligation to do so) based upon its review of the Appraisal and any other information it deems relevant, (C) all escrows, letters of credit and reserves in respect of such Mortgage
        Loan, Serviced Whole Loan or Trust AB Whole Loan, as applicable, as of the date of calculation and (D) all Insurance and Condemnation Proceeds that constitute collateral for the related Mortgage Loan or Serviced Whole Loan over (ii) the sum of, as
        of the Due Date occurring in the month of the date of determination, (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest due on such Mortgage Loan, Serviced Whole Loan or Trust AB Whole Loan, as the
        case may be, at a per annum rate equal to its Mortgage Rate (and, with respect to the Trust AB Whole Loan or any AB Whole Loan, any accrued and unpaid interest on the related Trust Subordinate Companion
        Loan or AB Subordinate Companion Loan, as applicable), (B) all P&I Advances on the related Mortgage Loan and all Servicing Advances on the related Mortgage Loan, Serviced Whole Loan or Trust AB Whole Loan, as applicable, not reimbursed from
        proceeds of such Mortgage Loan, Serviced Whole Loan or Trust AB Whole Loan, as applicable, and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan, Serviced Whole Loan or Trust AB Whole Loan, as applicable, and (C) all
        currently due and unpaid real estate taxes, assessments, insurance premiums, ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized interest whether or not then due and payable) with respect to
        such Mortgage Loan, Serviced Whole Loan or Trust AB Whole Loan, as the case may be (which taxes, premiums, ground rents and other amounts have not been the subject of an Advance by the Master Servicer, the Special Servicer or the Trustee, as
        applicable); provided, however, without limiting the Special Servicer’s obligation to order and obtain such Appraisal or perform such valuation, if the Special Servicer has not obtained an Appraisal or performed such valuation, as
        applicable, referred to above within sixty (60) days of the Appraisal Reduction Event (or with respect to the Appraisal Reduction Events set forth in clauses (i) and (vi) of the definition of “Appraisal Reduction Event,” within one
        hundred twenty (120) days (in the case of clause (i)) or ninety (90) days or one hundred twenty (120) days, as applicable (in case of clause (vi)) after the initial delinquency for the related Appraisal Reduction Event), the
        Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan, Serviced Whole Loan or Trust AB Whole Loan, as applicable, until such time as such appraisal or valuation
        referred to above is received by the Special Servicer and the Appraisal Reduction Amount is calculated as of the first Determination Date that is at least ten (10) Business Days thereafter.  Within sixty (60) days after the Appraisal Reduction
        Event, the Special Servicer shall order and use reasonable efforts to receive an Appraisal (the cost of which shall be paid by the Master Servicer as a Servicing Advance); provided, however, that, (a) with respect to an Appraisal
        Reduction Event as set forth in clause (i) of the definition of Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive such Appraisal within the one hundred twenty (120) day period set forth in
        such clause (i), (b) with respect to an Appraisal Reduction Event as set forth in clause (vi) of the definition of Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive such Appraisal
        within the ninety (90) day period or one hundred twenty (120) day period, as applicable, set forth in such clause (vi), and (c) in no event shall the Special Servicer be required to order any such Appraisal prior to the conclusion of such
        sixty (60), ninety (90), or one hundred twenty (120) day period, as applicable, and in each case, the related Appraisal shall be promptly delivered in electronic format by the Special Servicer to the Master Servicer, the Directing Certificateholder
        (but only prior to the occurrence of a Consultation Termination

      
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      Event), the Certificate Administrator and the Trustee.  In connection with any Appraisal Reduction Amount, the Master Servicer will provide the Special Servicer with the information as set forth in
        Section 4.05(c).  The Master Servicer will not calculate Appraisal Reduction Amounts.

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

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

      Any Appraisal Reduction Amount in respect of a Non‐Serviced Whole Loan shall be calculated by the applicable party under and in accordance with and pursuant to the terms of the
        applicable Non‐Serviced Pooling Agreement.

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

      
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      Reduction Event shall not occur at any time when the aggregate Certificate Balances of all Classes of Subordinate Certificates have been reduced to zero.  The Special Servicer shall notify the
        Master Servicer, the Directing Certificateholder, the related Subordinate Loan-Specific Directing Certificateholder (in the case of a Trust AB Whole Loan) and the Operating Advisor, or the Master Servicer shall notify the Special Servicer and the
        Operating Advisor, as applicable, promptly upon such Person having notice or knowledge of the occurrence of any of the foregoing events.  The obligation to obtain an Appraisal following the occurrence of an Appraisal Reduction Event shall be
        subject to the provisions of Section 4.05 hereof.

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

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

      “Appraised Value”:  With respect to any Mortgaged Property (other than a Non‐Serviced Mortgaged Property), the appraised value thereof as determined by the most recent
        Appraisal of the Mortgaged Property securing the related Mortgage Loan, Serviced Whole Loan, AB Whole Loan or Trust AB Whole Loan, as applicable, and with respect to a Non‐Serviced Mortgaged Property, the appraised value allocable thereto, as
        determined pursuant to the applicable Non‐Serviced Pooling Agreement.

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

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

      “ARD Loan”:  Any Mortgage Loan that is identified on the Mortgage Loan Schedule as having an Anticipated Repayment Date and Revised Rate.

      “Asset Representations Reviewer”:  [________], and its successors‐in‐interest and assigns, or any successor asset representations reviewer appointed as herein provided.

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

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

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

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

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

      “Asset Review”:  As defined in Section 12.01(b)(iv).

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

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

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

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

      “Asset Review Standard”:  The performance of the Asset Representations Reviewer of its duties under this Agreement in good faith subject to the express terms of this
        Agreement.  All determinations or assumptions made by the Asset Representations Reviewer in connection with an Asset Review shall be made in the Asset Representations Reviewer’s good faith discretion and judgment based on the facts and
        circumstances known to it at the time of such determination or assumption.

      “Asset Review Trigger”:  Any time that (1) Mortgage Loans having an aggregate outstanding principal balance of [__]% or more of the aggregate outstanding principal balance
        of all of the Mortgage Loans (including any REO Loans or a portion of any REO Loan in the case of a Whole Loan) held by the Trust as of the end of the applicable Collection Period are Delinquent Loans or (2) (A) prior to and including the second
        anniversary of the Closing Date, at least [ten (10)] Mortgage Loans are Delinquent Loans and the aggregate outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least [__]% of the aggregate outstanding principal
        balance of all of the Mortgage Loans (including any REO Loans or portion of any REO Loan in the case of a Whole Loan) as of the end of the applicable Collection Period or (B) after the second anniversary of the Closing Date, at least
        [fifteen (15)] Mortgage Loans are Delinquent Loans and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least [__]% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any
        REO Loans, or portion of any REO Loan in the case of a Whole Loan) as of the end of the applicable Collection Period.

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

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

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

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

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

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

      “Authenticating Agent”:  The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating Agent pursuant to Section 5.02(a).

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

      

      

      
        
          (a) the aggregate amount of all cash received on the Mortgage Loans (in the case of a Non‐Serviced Mortgage Loan, only to the extent received by the Trust pursuant to the
            related Non‐Serviced Pooling Agreement and/or the related Non‐Serviced Intercreditor Agreement) (including the portion of Loss of Value Payments deposited into the Collection Account pursuant to [Section 3.05(g)] of this Agreement) and
            any REO Property (including Compensating Interest Payments with respect to the Mortgage Loans required to be deposited by the Master Servicer pursuant to Section 3.17(a)) on deposit in the Collection Account (in each case, exclusive of
            any amount on deposit in or credited to any portion of the Collection Account that is held for the benefit of the Companion Holders or the holders of the Class [LOAN‐SPECIFIC] Certificates), as of the close of business on the related Master
            Servicer Remittance Date, exclusive of (without duplication):

        

      

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

           

          

        

      

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

           

          

        

      

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

           

          

        

      

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

           

          

        

      

      
        
          (v) all Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Class [ARD] Certificates[ and the VRR Interest]);

           

          

        

      

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

           

          

        

      

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

           

          

        

      

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

           

          

        

      

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

           

          

        

      

      
        
          (c) the aggregate amount of any Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans with respect to such Distribution Date and
            P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to the Mortgage Loans and the Distribution Date (net of the related Certificate Administrator Fee, Operating Advisor Fee and Asset Representations Reviewer
            Fee

        

      

      
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      actually payable with respect to the Mortgage Loans for which such P&I Advances are made) pursuant to Section 4.03 or Section 7.05; and

      
        

        

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

        

      

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

      “Balloon Mortgage Loan”:  Any Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan that by its original terms or by virtue of any modification entered into as
        of the Closing Date provides for an amortization schedule for such Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan extending beyond its Maturity Date.

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

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

      “Base Interest Fraction”:  With respect to any Principal Prepayment on any Mortgage Loan and with respect to any Class of Class [A‐1], Class [A‐2], Class [A‐3],
        Class [A‐4], Class [A‐5], Class [A‐SB], and Class [D] Certificates and Class [EC] Regular Interests, a fraction (a) whose numerator is the greater of (i) zero and (ii) the difference between (x) the Pass‐Through Rate on such Class of Certificates
        or Class [EC] Regular Interest, as applicable, and (y) the discount rate used in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment and (b) whose denominator is
        the greater of zero and the difference between (x) the Mortgage Rate on such Mortgage Loan (or with respect to any Mortgage Loan that is part of a Serviced Whole Loan or Trust AB Whole Loan, the Mortgage Rate of such Serviced Whole Loan or Trust AB
        Whole Loan, as applicable), and (y) the discount rate used in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment.  However, (a) under no circumstances shall the
        Base Interest Fraction be greater than one or less than zero, (b) if such discount rate is greater than or equal to the Mortgage Rate on such Mortgage Loan, Serviced Whole Loan or Trust AB Whole Loan, as applicable, and is greater than or equal to
        the Pass‐Through Rate on such Class of Certificates, then the Base Interest Fraction will equal zero and (c) if the discount rate is greater than or equal to the Mortgage Rate on such Mortgage Loan, Serviced Whole Loan or Trust AB Whole Loan, as
        applicable, and is less than the Pass‐Through Rate on such Class of Certificates, then the Base Interest Fraction will be one (1).  The Master Servicer shall provide to the Certificate Administrator the discount rate referenced above for purposes
        of calculating the Base Interest Fraction.

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

      “Borrower Party”:  A borrower, a Mortgagor, a manager of a Mortgaged Property, an Accelerated Mezzanine Loan Lender, or any Borrower Party Affiliate.

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

      “Breach”:  With respect to any Mortgage Loan, a breach of any representation or warranty with respect to such Mortgage Loan set forth in Section 6(c) of the related
        Mortgage Loan Purchase Agreement.

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

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

      “Certificate”:  Any one of the Depositor’s Commercial Mortgage Pass‐Through Certificates, [SERIES DESIGNATION], as executed and delivered by the Certificate Registrar and
        authenticated and delivered hereunder by the Authenticating Agent.

      “Certificate Administrator”:  [CERTIFICATE ADMINISTRATOR], in its capacity as certificate administrator, or if any successor certificate administrator is appointed thereto
        pursuant to Section 5.08 or any successor certificate administrator appointed hereunder.

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

      “Certificate Administrator Fee Rate”:  The Certificate Administrator Fee shall be equal to the product of the rate equal to [_____]% per
          annum and the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated on the related Mortgage Loan), REO Loan (including any Non‐Serviced Mortgage Loan, other than the portion

      
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      of an REO Loan related to any Companion Loan) or Trust Subordinate Companion Loan (calculated in the same manner as interest is calculated on the related Trust Subordinate Companion Loan) as of the
        preceding Distribution Date.  The Certificate Administrator Fee includes the Trustee Fee.

      “Certificate Administrator’s Website”:  The Certificate Administrator’s Internet website, which shall initially be located at [WEBSITE].

      “Certificate Balance”:  With respect to any Class of Principal Balance Certificates, any Class [EC] Components, the Class [LOAN-SPECIFIC] Certificates and the Class [EC]
        Regular Interests, as applicable, (i) on or prior to the first Distribution Date, an amount equal to the Original Certificate Balance of such Class as specified in the Preliminary Statement hereto and (ii) as of any date of determination after the
        first Distribution Date, the Certificate Balance of such Class of Principal Balance Certificates, any Class [EC] Components, the Class [LOAN-SPECIFIC] certificates and any Class [EC] Regular Interest, as applicable, on the Distribution Date
        immediately prior to such date of determination (determined as adjusted pursuant to Section 1.02(iii)).  [The aggregate Certificate Balance of the Class [A-S] Certificates and the Class [EC] Component A-S shall be equal at all times to the
        Certificate Balance of the Class [A-S] Regular Interest.  The aggregate Certificate Balance of the Class [B] Certificates and the Class [B]-EC Percentage Interest shall be equal at all times to the Certificate Balance of the Class [B] Regular
        Interest.  The aggregate Certificate Balance of the Class [C] Certificates and the Class [C]- EC Percentage Interest shall be equal at all times to the Certificate Balance of the Class [C] Regular Interest.  The original and outstanding Certificate
        Balances of the Class [A-S], Class [B], Class [C] and Class [EC] Certificates and the Class [EC] Components are subject to adjustment in connection with any exchange of Class [A-S], Class [B] and Class [C] Certificates for Class [EC] Certificates,
        or vice versa, in each case in accordance with [●] hereof.]

      “Certificate Factor”:  With respect to any Class of Certificates (other than the Class [R] and Class [ARD] Certificates), as of any date of determination, a fraction,
        expressed as a decimal carried to at least eight (8) places, the numerator of which is the then related Certificate Balance or Notional Amount, and the denominator of which is the related Original Certificate Balance.

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

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

      “Certificateholder” or “Holder”:  The Person in whose name a Certificate is registered in the Certificate Register or any beneficial owner thereof; provided,
        however, that solely for the purposes of giving any consent, approval, waiver or taking any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer, the Special Servicer
        (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller, a

      
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      manager of a Mortgaged Property, a Mortgagor, a mezzanine lender for which an event has occurred that would permit acceleration or who has commenced foreclosure proceedings or any Affiliate of any
        of such Persons shall be deemed not to be outstanding (however, notwithstanding the foregoing, (a) any Controlling Class certificates owned by an Excluded Controlling Class Holder shall not be deemed to be outstanding as to such Excluded
        Controlling Class Holder solely with respect to any related Excluded Controlling Class Loan; and (b) any Controlling Class certificates owned by the Special Servicer or an Affiliate thereof shall not be deemed to be outstanding as to the Special
        Servicer or such Affiliate solely with respect to any related Excluded Special Servicer Loan), and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary
        to effect any such consent, approval, waiver or take any such action has been obtained; except that the foregoing restrictions shall not apply in the case of the Master Servicer, the Special Servicer (including, for the avoidance of doubt,
        any Excluded Special Servicer), the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of any of such Persons unless such consent, approval or waiver sought from such party would in any way increase its
        compensation or limit its obligations in the named capacities hereunder or waive a Servicer Termination Event or trigger an Asset Review with respect to such Mortgage Loan; provided, further, that (i) so long as there is no Servicer
        Termination Event with respect to the Master Servicer or the Special Servicer, the Master Servicer and the Special Servicer or such Affiliate of either shall be entitled to exercise such Voting Rights with respect to any issue which could
        reasonably be believed to adversely affect such party’s compensation or increase its obligations or liabilities hereunder; and (ii) that such restrictions shall not apply to (A) the exercise of the Special Servicer’s, the Master Servicer’s or any
        Mortgage Loan Seller’s rights, if any, or any of their Affiliates as a member of the Controlling Class or (B) any Affiliate of the Depositor, the Master Servicer, the Special Servicer, the Trustee, or the Certificate Administrator that has provided
        an Investor Certification in which it has certified as to the existence of certain policies and procedures restricting the flow of information between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee, or the Certificate
        Administrator, as applicable.  The Trustee and the Certificate Administrator shall each be entitled to request and rely upon a certificate of the Master Servicer, the Special Servicer or the Depositor in determining whether a Certificate is
        registered in the name of an Affiliate of such Person.  All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and the Depository
        Participants, except as otherwise specified herein; provided, however, that the parties hereto shall be required to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in
        the Certificate Register.

      “Certificateholder Quorum”:  In connection with any solicitation of votes in connection with the replacement of the Special Servicer pursuant to Section 7.01(d)
        (other than as a result of the replacement of the Special Servicer at the recommendation of the Operating Advisor), the Holders of Certificates evidencing at least [__]% of the aggregate Voting Rights (other than with respect to the termination of
        the Asset Representations Reviewer, taking into account the application of Realized Losses and the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Principal Balance
        Certificates on an aggregate basis.

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

      
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      “Certification Parties”:  As defined in Section 11.06.

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

      “Certifying Person”:  As defined in Section 11.06.

      “Certifying Servicer”:  As defined in Section 11.09.

      “Class”:  With respect to any Certificates or Lower-Tier Regular Interests, all of the Certificates bearing the same alphabetical (and, if applicable, numerical) Class
        designation, each designated Lower-Tier Regular Interest and each Class [EC] Regular Interest.

      “Class A Certificate”:  Any Class [A-1], Class [A-2], Class [A-3], Class [A-4], Class [A-5], Class [A-SB] and Class [A-S] Certificate.

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

      “Class [A-1] Pass‐Through Rate”:  With respect to any Distribution Date, a per annum rate equal to a fixed rate of [_____]%.

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

      “Class [A-2] Pass‐Through Rate”:  With respect to any Distribution Date, a per annum rate equal to a fixed rate of [_____]%.

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

      “Class [A-3] Pass‐Through Rate”:  With respect to any Distribution Date, a per annum rate equal to a fixed rate of [_____]%.

      “Class [A-4] Certificate”:  A Certificate designated as “Class [A-4]” on the face thereof, in the form of Exhibit A‐1 hereto, and evidencing a “regular interest” in
        the Upper‐Tier REMIC for purposes of the REMIC Provisions.

      “Class [A-4] Pass‐Through Rate”:  With respect to any Distribution Date, a per annum rate equal to a fixed rate of [_____]%.

      “Class [A-5] Certificate”:  A Certificate designated as “Class [A-5]” on the face thereof, in the form of Exhibit A‐1 hereto, and evidencing a “regular interest” in
        the Upper‐Tier REMIC for purposes of the REMIC Provisions.

      
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      “Class [A-5] Pass‐Through Rate”:  With respect to any Distribution Date, a per annum rate equal to a fixed rate of [_____]%.

      “Class [ARD] Certificate”:  Each of the Certificates executed and authenticated by the Certificate Administrator in substantially the form set forth in Exhibit A‐3
        and designated as a Class [ARD] Certificate, and evidencing an undivided beneficial interest in the portion of the Grantor Trust that is described in Section 2.05.

      “Class [ARD] Specific Grantor Trust Assets”:  The portion of the Trust Fund consisting of any Excess Interest, the Excess Interest Distribution Account, and the proceeds
        thereof.

      “Class [A-S] Certificate”:  Any Certificate that represents a beneficial ownership of the Class [A-S] Percentage Interest of the Class [A-S] Regular Interest.

      “Class [A-S]-EC Percentage Interest”:  As of any date of determination, with respect to the Class [A-S] Regular Interest and the Class [EC] Certificates, a percentage
        interest equal to 100.0% minus the Class [A-S] Percentage Interest.

      “Class [A-S] Pass-Through Rate”:  A per annum rate equal to [____]%.

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

      “Class [A-S] Regular Interest Pass-Through Rate”:  A per annum rate equal to the Class [A-S] Pass-Through Rate.

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

      “Class [A-SB] Certificate”:  Any one of the Certificates with a “Class [A-SB]” designation on the face thereof, in the form of Exhibit A‐1 hereto, and evidencing a
        “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.

      “Class [A-SB] Pass-Through Rate”:  A per annum rate equal to [____]%.

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

      “Class [B] Certificate”:  Any Certificate that represents a beneficial ownership of the Class [B] Percentage Interest of the Class [B] Regular Interest.

      
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      “Class [B]-EC Percentage Interest”:  As of any date of determination, with respect to the Class [B] Regular Interest and the Class [EC] Certificates, a percentage interest
        equal to 100.0% minus the Class [B] Percentage Interest.

      “Class [B] Pass-Through Rate”:  A per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage Rate and (ii)
        [____]%.

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

      “Class [B] Regular Interest Pass-Through Rate”:  A per annum rate equal to the Class [B] Pass-Through Rate.

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

      “Class [C] Certificate”:  Any Certificate that represents a beneficial ownership of the Class [C] Percentage Interest of the Class [C] Regular Interest.

      “Class [C]-EC Percentage Interest”:  As of any date of determination, with respect to the Class [C] Regular Interest and the Class [EC] Certificates, a percentage interest
        equal to 100.0% minus the Class [C] Percentage Interest.

      “Class [C] Pass-Through Rate”:  A per annum rate equal to the Weighted Average Net Mortgage Rate.

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

      “Class [C] Regular Interest Pass-Through Rate”:  A per annum rate equal to the Class [C] Pass-Through Rate.

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

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

      
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      “Class [D] Pass‐Through Rate”:  With respect to any Distribution Date, a per annum rate equal to [___]% for such Distribution
        Date.

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

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

      “Class [EC] Certificate”:  Any one of the Certificates with a “Class [E]C” designation on the face thereof, executed and authenticated by the Certificate Administrator or
        the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A‐1 to this Agreement.  For federal income tax purposes, the Class [EC] Certificates represent undivided beneficial interests in the related portion of
        the Grantor Trust in respect of the Exchangeable Certificates that have been exchanged and converted for Class [EC] Certificates.  Upon any such exchange and conversion, the Exchangeable Certificates so exchanged and converted shall cease to be
        outstanding, but the regular interests in the Upper‐Tier REMIC represented by such Exchangeable Certificates shall continue to be outstanding in uncertificated form in the Grantor Trust and shall henceforth be represented by the Class [EC]
        Certificates.

      [“Class [EC] Component”:  Any of the Class [EC] Component [A], Class [EC] Component [B] or Class [EC] Component [C].]

      [“Class [EC] Component [A]”:  The component of the Class [EC] Certificates equal to the Class [A]-EC Percentage Interest of the Class [A] Regular Interest.]

      [“Class [EC] Component [A-S]”:  The component of the Class [EC] Certificates equal to the Class [A-S]-EC Percentage Interest of the Class [A-S] Regular Interest.]

      [“Class [EC] Component [B]”:  The component of the Class [EC] Certificates equal to the Class [B]-EC Percentage Interest of the Class [B] Regular Interest.]

      [“Class [EC] Component [C]”:  The component of the Class [EC] Certificates equal to the Class [C]-EC Percentage Interest of the Class [C] Regular Interest.]

      [“Class [EC] Components”:  Any of the Class [A-S] Regular Interest, Class [B] Regular Interest or Class [C] Regular Interest.]

      “Class [EC] Distribution Account”:  The segregated trust account or accounts created and maintained as a separate account or accounts by the Certificate Administrator (on
        behalf of the Trustee) pursuant to Section 3.04(g) of this Agreement, which shall be entitled “[_____],” and which must be an Eligible Account or a subaccount of an Eligible Account.  The Class [EC] Distribution Account shall not be an
        asset of any Trust REMIC formed hereunder, but rather shall be an asset of the Grantor Trust.

      
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      “Class [EC] Regular Interests”:  The Class [A-S] Regular Interest, the Class [B] Regular Interest, and the Class [C] Regular Interest, individually or collectively as the
        context may require.

      “Class [EC] Specific Grantor Trust Assets”:  The portion of the Trust Fund consisting of the Class [A-S]-EC Percentage Interest of the Class [A-S] Regular Interest, the
        Class [B]-EC Percentage Interest of the Class [B] Regular Interest and the Class [C]-EC Percentage Interest of the Class [C] Regular Interest.

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

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

      “Class [IO] Certificate”:  A Certificate designated as “Class [X-A]” on the face thereof, in the form of Exhibit A‐1 hereto, and evidencing a “regular interest” in
        the Upper‐Tier REMIC for purposes of the REMIC provisions.  [INCLUDE FOR EACH CLASS OF INTEREST ONLY CERTIFICATES]

      “Class [IO] Notional Amount”:  As of any date of determination, the aggregate of the Certificate Balances of the Class A Certificates (other than the Class [A‐S]
        Certificates) and the Class [A-S] Regular Interest.

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

      “Class LA1 Uncertificated Interest”:  An uncertificated regular interest in the Lower‐Tier REMIC which is held as an asset of the Upper‐Tier REMIC and having the Original
        Lower‐Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

      “Class LA2 Uncertificated Interest”:  An uncertificated regular interest in the Lower‐Tier REMIC which is held as an asset of the Upper‐Tier REMIC and having the Original
        Lower‐Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

      “Class LA3 Uncertificated Interest”:  An uncertificated regular interest in the Lower‐Tier REMIC which is held as an asset of the Upper‐Tier REMIC and having the Original

      
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      Lower‐Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

      “Class LA4 Uncertificated Interest”:  An uncertificated regular interest in the Lower‐Tier REMIC which is held as an asset of the Upper‐Tier REMIC and having the Original
        Lower‐Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

      “Class LA5 Uncertificated Interest”:  An uncertificated regular interest in the Lower‐Tier REMIC which is held as an asset of the Upper‐Tier REMIC and having the Original
        Lower‐Tier Principal Amount and per annum rate of interest set forth in the Preliminary Statement hereto.

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

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

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

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

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

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

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

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

      “Class [LOAN-SPECIFIC] Certificate”:  A Certificate designated as “[LOAN-SPECIFIC]” on the face thereof, in the form of Exhibit A‐4 hereto, and evidencing a
        “regular interest” in the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC for purposes of the REMIC provisions, which relates solely to the Trust Subordinate Companion Loan.

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

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

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

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

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

      “Class X Certificates”:  The Class [IO] Certificates, as the context may require.

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

      “Clearstream”:  Clearstream Banking, société anonyme or any successor thereto.

      “Closing Date”:  [DATE].

      “CMBS”:  Commercial mortgage‐backed securities.

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

      “Collateral Deficiency Amount”:  With respect to any AB Modified Loan as of any date of determination, the excess of (a) the Stated Principal Balance of such AB Modified
        Loan (taking into account the related junior note(s) and any pari passu notes included therein), over (b) the sum of (in the case of a Whole Loan, solely to the extent allocable to the subject Mortgage
        Loan) (x) the most recent Appraised Value for the related Mortgaged Property or

      
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      Mortgaged Properties, plus (y) solely to the extent not reflected or taken into account in such Appraised Value and to the extent on deposit with, or otherwise under the control of, the lender as of
        the date of such determination, any capital or additional collateral contributed by the related Mortgagor at the time the Mortgage Loan became (and as part of the modification related to) such AB Modified Loan for the benefit of the related
        Mortgaged Property or Mortgaged Properties (provided that in the case of a Non‐Serviced Mortgage Loan, the amounts set forth in this clause (y) will be taken into account solely to the extent relevant information is received by the
        Master Servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect of such AB Modified Loan as of the date of such determination.  The
        Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on the Master Servicer’s calculation or determination of any Collateral Deficiency Amount.

      “Collection Account”:  A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a) on behalf of the Trustee
        for the benefit of the Certificateholders, which shall be entitled “[________]”.  Any such account or accounts shall be an Eligible Account.  Subject to the related Intercreditor Agreement and taking into account that each Companion Loan is
        subordinate or pari passu, as applicable, to the related Serviced Mortgage Loan to the extent set forth in the related Intercreditor Agreement, the subaccount described in the second paragraph of Section 3.04(b)
        that is part of the Collection Account shall be for the benefit of the related Companion Holder, to the extent funds on deposit in such subaccount are attributed to such Companion Loan and shall not be an asset of the Trust or any Trust REMIC
        formed hereunder.

      “Collection Period”:  With respect to any Distribution Date and any Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan, the period commencing on the day
        immediately succeeding the Due Date for such Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan occurring in the month preceding the month in which Distribution Date occurs or the date that would have been the Due Date if such
        Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan had a Due Date in such preceding month and ending on and including the Due Date for such Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan occurring in the month in
        that Distribution Date occurs.  Notwithstanding the foregoing, in the event that the last day of a Collection Period (or applicable Grace Period) is not a Business Day, any Periodic Payments received with respect to the Mortgage Loans, Companion
        Loan or Trust Subordinate Companion Loan relating to such Collection Period on the Business Day immediately following such day shall be deemed to have been received during such Collection Period and not during any other Collection Period.

      “Commission”:  The Securities and Exchange Commission.

      “Companion Distribution Account”:  With respect to any Serviced Companion Loan, the separate account created and maintained by the Companion Paying Agent pursuant to Section 3.04(b)
        and held on behalf of the Companion Holders, which shall be entitled “[__________]”.  The Companion Distribution Account shall not be an asset of the Trust, any Trust REMIC or Grantor Trust, but instead shall be held by the Companion Paying Agent
        on behalf of the Companion Holders.  Any such account shall be an Eligible Account.  Notwithstanding the foregoing, if the Master Servicer and the Companion Paying Agent are the

      
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      same entity, the Companion Distribution Account may be the subaccount referenced in the second paragraph of Section 3.04(b).

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

      “Companion Loan(s)”:  A mortgage loan that is not included in the Trust Fund but is part of a Whole Loan that includes a Mortgage Loan.

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

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

      “Compensating Interest Payments”:  With respect to (1) each Mortgage Loan (other than any Non‐Serviced Mortgage Loan), any related Serviced Pari Passu Companion Loan, an
        amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans, any related Serviced Pari
        Passu Companion Loan (in each case other than a Specially Serviced Loan or a Mortgage Loan, or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the
        related Distribution Date and (ii) the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which Servicing
        Fees are being paid for such Collection Period, calculated at a rate of [_____]% per annum, (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection Period with respect to
        the Mortgage Loans (and, so long as a Serviced Whole Loan is serviced hereunder, the related Serviced Pari Passu Companion Loan) subject to such prepayment and (C) to the extent earned on principal prepayments, net investment earnings payable to
        the Master Servicer for such Collection Period received by the Master Servicer during such Collection Period with respect to the Mortgage Loan or any related Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment and (2) the
        Trust Subordinate Companion Loan, an amount equal to the lesser of:  (i) the amount of Prepayment Interest Shortfall incurred in connection with voluntary principal prepayments received in respect of such Trust Subordinate Companion Loan (so long
        as (x) it is not a Specially Serviced Loan, or (y) the Special Servicer did not allow a prepayment on a date other than the applicable Due Date) for the related Distribution Date, and (ii) the Servicing Fee for such Trust Subordinate Companion Loan
        for the related Distribution Date (calculated at [_____]% per annum).  In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. 
        However, if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer’s allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Mortgage Loan
        documents regarding Principal Prepayments (other than (V) a Non‐Serviced Mortgage Loan, (W) subsequent to a default under the related Mortgage Loan documents or if the Mortgage Loan is a Specially Serviced Loan, (X) pursuant to applicable law or a
        court order or otherwise in such circumstances where the Master Servicer is required to accept such Principal Prepayment in accordance with the Servicing Standard, (Y) at

      
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      the request or with the consent of the Special Servicer or, so long as no Control Termination Event has occurred and is continuing, and only with respect to the Mortgage Loans that are not Excluded
        Loans, the Directing Certificateholder or (Z) in connection with the payment of any Insurance and Condemnation Proceeds), then for purposes of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer
        shall pay, without regard to clause (1)(ii) above, the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan, otherwise described in clause (1)(i) above in connection with such Prohibited Prepayments.

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

      “Consultation Termination Event”:  At any date at which (a) no Class of Control Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least
        equal to 25% of the Original Certificate Balance of that Class, in each case without regard to the application of any Appraisal Reduction Amounts or (b) a Holder of the Class [E] Certificates is the majority Controlling Class Certificateholder and
        has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder, and such rights have not been reinstated to a successor Controlling Class Certificateholder pursuant to Section 3.23(l);
        provided that no Consultation Termination Event resulting solely from the operation of clause (b) shall be deemed to have existed or be in continuance with respect to a successor Holder of Class [E] Certificates that has not
        irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder.

      “Control Eligible Certificates”:  Any of the Class [E], Class [F] and Class [NR] Certificates.

      “Control Termination Event”:  The occurrence of (i) the Certificate Balance of the Class [E] Certificates (taking into account the application of any Appraisal Reduction
        Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a) hereof) being reduced to less than 25% of the Original Certificate Balance of such Class or (ii) a Holder of the Class [E] Certificates
        becoming the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor Controlling
        Class Certificateholder pursuant to Section 3.23(l).

      “Controlling Class”:  As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding that has a then aggregate Certificate
        Balance as notionally reduced by any [Cumulative] Appraisal Reduction Amounts allocable to such Class in accordance with Section 4.05(a), at least equal to 25% of the Original Certificate Balance of that Class.  The Controlling Class as of
        the Closing Date will be the Class [NR] Certificates.

      “Controlling Class Certificateholders”:  Each Holder (or Certificate Owner, if applicable) of a Certificate of the Controlling Class as determined by the Certificate
        Registrar, from time to time, upon request by any party hereto.  The Trustee, the Master Servicer, the Special Servicer or the Operating Advisor may from time to time request (the cost of which

      
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      being an expense of the Trust) that the Certificate Administrator provide a list of the Holders (or Certificate Owners, if applicable) of the Controlling Class and the Certificate Administrator
        shall promptly provide such list without charge to such Trustee, Master Servicer, Operating Advisor or Special Servicer, as applicable.  The Trustee, Master Servicer, the Special Servicer and the Operating Advisor shall be entitled to rely on any
        such list so provided.

      “Controlling Companion Loan”: With respect to any Servicing Shift Whole Loan or Non‐Serviced Whole Loan, the related Companion Loan which, in accordance with the
        Intercreditor Agreement, will be the “Lead Note,” “Controlling Note” or similarly defined term as identified in the related Intercreditor Agreement.

      “Corporate Trust Office”:  The principal corporate trust office of the Trustee and the Certificate Administrator at which at any particular time its corporate trust
        business with respect to this Agreement shall be administered, which office at the date of the execution of this Agreement is located (i) with respect to Certificate transfers and surrenders, at [ADDRESS]; (ii) with respect to the Trustee at
        [ADDRESS]; and (iii) for all other purposes, to the Certificate Administrator at [ADDRESS].

      “Corrected Loan”:  Any Specially Serviced Loan (a) that (i) with respect to the circumstances described in clauses (i), (ii) and (iii) of the
        definition of “Servicing Transfer Event,” the related Mortgagor thereunder has brought such Mortgage Loan or Companion Loan current and thereafter made three (3) consecutive full and timely Periodic Payments, including pursuant to any workout of
        such Mortgage Loan or Serviced Companion Loan, when (ii) with respect to the circumstances described in clauses (iv), (v), (vi), (vii), (ix) and (x) of the definition of “Servicing Transfer Event,”
        such circumstances cease to exist in the good faith judgment of the Special Servicer, or when (iii) with respect to the circumstances described in clause (viii) of the definition of “Servicing Transfer Event,” such default is cured (as
        determined by the Special Servicer in accordance with the Servicing Standard) or waived by the Special Servicer, and (b) (provided that at that time no other Servicing Transfer Event exists that would cause such Mortgage Loan or Companion
        Loan to continue to be characterized as a Specially Serviced Loan) the servicing of which the Special Servicer has returned to the Master Servicer pursuant to Section 3.19(a).

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

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

      “CREFC® Appraisal Reduction Amount Template”:  A report substantially in the
        form of, and containing the information called for in, the downloadable form of the “Appraisal

      
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      Reduction Amount Template” available as of the Closing Date on the CREFC® Website, or such other form for the
        presentation of such information and containing such additional information as may from time to time be approved by the CREFC® for commercial mortgage securities
        transactions generally.

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

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

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

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

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

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

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

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

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

      “CREFC® Intellectual Property Royalty License Fee Rate”:  With respect to
        each Mortgage Loan and Trust Subordinate Companion Loan, a rate equal to [0.00050]% per annum.

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

      “CREFC® Investor Reporting Package”:  The collection of reports specified by
        the CREFC® from time to time as the “CREFC® Investor Reporting Package.”  As of the
        Closing Date, the CREFC® Investor Reporting Package contains eight electronic files ((1) CREFC® Loan Setup File, (2) CREFC® Loan Periodic Update File, (3) CREFC®
        Property File, (4) CREFC® Bond Level File, (5) CREFC® Collateral Summary File,
        (6) CREFC® Financial File, (7) CREFC® Special Servicer Loan File and (8) CREFC® Schedule AL File) and nine surveillance reports ((1) CREFC® Servicer Watch List,
        (2) CREFC® Delinquent Loan Status Report, (3) CREFC® REO Status Report, (4) CREFC® Comparative Financial Status Report, (5) CREFC® Historical Loan
        Modification/Forbearance and Corrected Mortgage Loan Report, (6) CREFC® Operating Statement Analysis Report, (7) CREFC® NOI Adjustment Worksheet, (8) CREFC® Loan Level Reserve/LOC Report and (9) with respect to Mortgage Loans that have a
        Companion Loan or Trust Subordinate Companion Loan, as applicable, the CREFC® Total Loan Report).  In addition, the CREFC® Investor Reporting Package shall include the CREFC® Advance Recovery Report.  In addition, the CREFC® Investor Reporting Package shall include the following nine templates:  (1) CREFC®
        Appraisal Reduction Amount Template, (2) CREFC® Servicer Realized Loss Template, (3) CREFC®
        Reconciliation of Funds Template, (4) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (5) CREFC® Historical Liquidation Loss Template, (6) CREFC® Interest Shortfall Reconciliation Template, (7) CREFC® Loan Modification Report, (8) CREFC® Loan Liquidation Report and (9) CREFC® REO Liquidation Report.  The CREFC® Investor Reporting Package shall be substantially
        in the form of, and containing the information called for in, the downloadable forms of the “CREFC® IRP” available as of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing such additional information or reports as may from time to time be approved by the
        CREFC® for commercial mortgage backed securities transactions generally.  For the purposes of the production of the CREFC® Comparative

      
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      Financial Status Report by the Master Servicer or the Special Servicer of any such report that is required to state information for any period prior to the Cut‐off Date, the Master Servicer or the
        Special Servicer, as the case may be, may conclusively rely (without independent verification), absent manifest error, on information provided to it by the Mortgage Loan Sellers or by the related Mortgagor or (x) in the case of such a report
        produced by the Master Servicer, by the Special Servicer (if other than the Master Servicer or an Affiliate thereof) and (y) in the case of such a report produced by the Special Servicer, by the Master Servicer (if other than the Special Servicer
        or an Affiliate thereof).

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

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

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

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

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

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

      “CREFC® NOI Adjustment Worksheet”:  The worksheet in the “NOI Adjustment
        Worksheet” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be

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

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

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

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

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

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

      “CREFC® Schedule AL File”:  The data file in the “Schedule AL File” format
        substantially in the form of and containing the information called for by Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act with respect to the Mortgage Loans, or such other form for the
        presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally, which in any case shall
        comply with all the requirements of Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act.

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

      “CREFC® Servicer Watch List”:  A monthly report, as of each Determination
        Date, including and identifying each Non‐Specially Serviced Loan satisfying the “CREFC®

      
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      Portfolio Review Guidelines” approved from time to time by the CREFC® in the “CREFC® Servicer Watch List” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form (including other portfolio review
        guidelines) for the presentation of such information as may be approved from time to time by the CREFC® for commercial mortgage securities transactions generally.

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

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

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

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

      “Crossed Mortgage Loan Group”:  With respect to (i) any Mortgage Loan that consists of more than one commercial mortgage loan, the underlying group of loans that are
        cross‐collateralized and cross‐defaulted with each other and (ii) any two or more individual Mortgage Loans that are cross‐collateralized and cross‐defaulted with each other, such cross‐collateralized and cross‐defaulted Mortgage Loans.

      “Crossed Underlying Loan”:  With respect to any Crossed Mortgage Loan Group, a Mortgage Loan that is cross‐collateralized and cross‐defaulted with one or more other
        Mortgage Loans within such Crossed Mortgage Loan Group.

      “Crossed Underlying Loan Repurchase Criteria”:  With respect to any Crossed Mortgage Loan Group as to which one or more (but not all) of the Crossed Underlying Loans
        therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying Loans” and the other Crossed
        Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the “remaining Crossed Underlying Loans”) (i) the weighted average Debt Service Coverage Ratio for all the remaining Crossed Underlying Loans for the four
        calendar quarters preceding the repurchase or substitution shall not be less than the greater of (a) the weighted average Debt Service Coverage Ratio for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s)
        set forth in Annex A‐1 to the Prospectus, (b) the debt service coverage ratio for the Crossed

      
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      Mortgage Loan Group (including the affected Crossed Underlying Loan(s)), for the four most recently reported calendar quarters preceding the repurchase or substitution, and (c) 1.25x, (ii) the
        weighted average LTV Ratio for all the remaining Crossed Underlying Loans determined at the time of repurchase or substitution based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller shall not be
        greater than the least of (a) the weighted average LTV Ratio for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), determined at the time of repurchase or substitution based upon an Appraisal obtained
        by the Special Servicer at the expense of the related Mortgage Loan Seller, (b) the weighted average LTV Ratio for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), as of the Cut‐off Date and (c) 75%,
        (iii) the related Mortgage Loan Seller, at its expense, shall have furnished the Trustee and the Certificate Administrator with an Opinion of Counsel that any modification relating to the repurchase or substitution of a Crossed Underlying Loan
        shall not cause an Adverse REMIC Event to occur, (iv) the related Mortgage Loan Seller causes the affected Crossed Underlying Loan to become not cross‐collateralized and cross‐defaulted with the remaining related Crossed Underlying Loans prior to
        such repurchase or substitution or otherwise forbears from exercising enforcement rights against the Primary Collateral for any Crossed Underlying Loan(s) remaining in the Trust (while the Trust forbears from exercising enforcement rights against
        the Primary Collateral for the Mortgage Loan removed from the Trust) and (v) unless a Control Termination Event has occurred and is continuing, the Directing Certificateholder shall have consented to the repurchase or substitution of the affected
        Crossed Underlying Loan, which consent shall not be unreasonably withheld, conditioned or delayed.

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

      “Cumulative Appraisal Reduction Amount”:  As of any date of determination, the sum of (x) with respect to any Mortgage Loan, all Appraisal Reduction Amounts then in effect,
        and (y) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect.  The Special Servicer and the Certificate Administrator shall be entitled to conclusively rely on the Master Servicer’s calculation or determination of
        any Cumulative Appraisal Reduction Amount.

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

      “Custodian”:  A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage Files, which Person shall not
        be the Depositor, either of the Mortgage Loan Sellers or an Affiliate of any of them.  The Certificate Administrator shall be the initial Custodian.

      “Cut‐off Date”:  With respect to each Mortgage Loan and Trust Subordinate Companion Loan, as applicable, the related Due Date of such Mortgage Loan and Trust Subordinate
        Companion Loan, as applicable in [DATE], or with respect to any Mortgage Loan that has its first Due Date in [DATE], the date that would have otherwise been the related Due Date in [DATE].

      “Cut‐off Date Principal Balance”:  With respect to any Mortgage Loan and Trust Subordinate Companion Loan, the outstanding principal balance of such Mortgage Loan or Trust

      
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      Subordinate Companion Loan, as of the Cut‐off Date, after application of all payments of principal due on or before such date, whether or not received.

      “Debt Service Coverage Ratio”:  With respect to any Mortgage Loan, for any twelve month period covered by an annual operating statement for the related Mortgaged Property,
        the ratio of (a) Net Operating Income produced by the related Mortgaged Property during such period to (b) the aggregate amount of Periodic Payments (other than any Balloon Payment) due under such Mortgage Loan during such period; provided
        that, with respect to the Mortgage Loans identified on Annex A‐1 to the Prospectus as paying interest‐only for a specified period of time set forth in the related Mortgage Loan documents and then paying principal and interest, the related Periodic
        Payment will be calculated (for purposes of this definition only) to include interest and principal (based on the remaining amortization term indicated in the Mortgage Loan Schedule).

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

      “Defaulted Mortgage Loan”:  A Mortgage Loan (other than a Non‐Serviced Mortgage Loan) or a Serviced Whole Loan (a) that is delinquent at least sixty (60)  days in respect
        of its Periodic Payments or delinquent in respect of its Balloon Payment, if any, in either case such delinquency to be determined without giving effect to any Grace Period permitted by the related Mortgage or Mortgage Note and without regard to
        any acceleration of payments under the related Mortgage and Mortgage Note or (b) as to which the Master Servicer or Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the indebtedness evidenced by the
        related Mortgage Note.  For the avoidance of doubt, a defaulted Companion Loan does not constitute a “Defaulted Mortgage Loan”.

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

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

      “Deficient Exchange Act Deliverable”:  With respect to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian,
        the Certificate Administrator, the Trustee and each Servicing Function Participant and Additional Servicer retained by it (other than an Initial Sub-Servicer), any item (a) regarding such party, (b) prepared by such party or any registered public
        accounting firm, attorney or other agent retained by such party to prepare such information and (c) delivered by or on behalf of such party pursuant to the delivery requirements under Article XI of this Agreement that does not conform to
        the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.

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

      “Definitive Certificate”:  Any Certificate in definitive, fully registered form without interest coupons.  Initially, the Class [R] Certificates, Class [ARD] Certificates
        and any Certificate issued pursuant to Sections 5.02(c) and (d) shall be Definitive Certificates.[  For the avoidance of doubt, the Risk Retention Certificates and each Certificate that comprises the VRR Interest shall at all times
        during the Transfer Restriction Period be evidenced by Definitive Certificates.]

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

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

      “Depositor”: Natixis Commercial Mortgage Securities LLC, a Delaware limited liability company, or its successor in interest.

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

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

      “Determination Date”:  With respect to any Distribution Date, the [_____] ([__]) day of each calendar month (or, if the [_____] ([__]) calendar day of that month is not a
        Business Day, then the next Business Day).

      “Diligence File”:  Any documents related to the origination or the servicing of the Mortgage Loans or Serviced Whole Loans that were delivered by the applicable Mortgage
        Loan Seller in connection with the transfer of the applicable Mortgage Loan to the Trust, including but not limited to appraisals, environmental reports, engineering reports, legal opinions, the applicable Mortgage Loan Seller’s asset summary,
        copies of all property insurance policies for

      
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      the Mortgaged Property, credit reports, surveys, zoning reports, tenant estoppel certificates, financial statements of borrower and any guarantor, operating statements for the mortgaged property or
        properties, UCC searches, litigation searches and bankruptcy searches, in each case, to the extent that the originator received such in connection with the origination of the Mortgage Loan; except that (a) no information that is proprietary
        to the related originator or Mortgage Loan Seller or any draft documents, privileged or internal communications, credit underwriting or due diligence analysis will constitute part of the Diligence File; and (b) with respect to any documents that
        are also required to be part of the related Mortgage File, the Diligence File shall only be required to contain copies of such documents.

      “Diligence File Certification”:  As defined in Section 2.01(h).

      “Directing Certificateholder”:  (a) With respect to any Servicing Shift Whole Loan, the Directing Certificateholder shall be the related Loan‐Specific Directing
        Certificateholder, and (b) with respect to each Mortgage Loan (other than any Servicing Shift Mortgage Loan), the Directing Certificateholder shall be the Controlling Class Certificateholder (or a representative thereof) selected by more than 50%
        of the Controlling Class Certificateholders, (by Certificate Balance, as determined by the Certificate Registrar from time to time); provided, however, that (i) absent that selection, or (ii) until a Directing Certificateholder is
        so selected or (iii) upon receipt of a notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the
        largest aggregate Certificate Balance of the Controlling Class (or a representative thereof) will be the Directing Certificateholder; provided, however, that, in the case of this clause (iii), in the event that no one Holder
        owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no Directing Certificateholder until appointed in accordance with the terms of this Agreement.  After the occurrence and during the continuance of a Control
        Termination Event, the Directing Certificateholder shall only retain its consultation rights to the extent specifically provided for herein.  After the occurrence and during the continuance of a Consultation Termination Event, there will be no
        Directing Certificateholder.  The Depositor shall promptly provide the name and contact information for the initial Directing Certificateholder upon request of any party to this Agreement and any such requesting party may conclusively rely on the
        name and contact information provided by the Depositor.  The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the Directing Certificateholder has not changed until such parties receive written
        notice of a replacement of the Directing Certificateholder from a party holding the requisite interest in the Controlling Class, or the resignation of the then-current Directing Certificateholder.

      “Directing Certificateholder Approval Process”; The process for approval of an Asset Status Report described in Section 3.19(d).

      “Directly Operate”:  With respect to any REO Property (except with respect to a Non‐Serviced Mortgaged Property), the furnishing or rendering of services to the
        tenants thereof, that are not customarily provided to tenants in connection with the rental of space “for occupancy only” within the meaning of Treasury Regulations Section 1.512(b)‐1(c)(5), the management or operation of such REO Property, the
        holding of such REO Property primarily for sale to customers, the use of such REO Property in a trade or business conducted by the Trust or

      
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      on behalf of a Companion Holder or the performance of any construction work on the REO Property (except the completion of a building or improvement where more than 10% of the construction of such
        building or improvement was completed before default became imminent), other than through an Independent Contractor; provided, however, that an REO Property shall not be considered to be Directly Operated solely because the Trustee
        (or the Special Servicer on behalf of the Trustee) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance or makes decisions as to repairs or capital expenditures with respect to such REO Property or
        takes other actions consistent with Treasury Regulations Section 1.856‐4(b)(5)(ii).

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

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

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

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

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

      “Disqualified Organization”:  Any of (i) the United States, any State or political subdivision thereof, any possession of the United States or any agency or instrumentality
        of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except for Freddie Mac, a majority of its board of directors is not selected by such governmental unit), (ii) a foreign
        government, any international organization or any agency or instrumentality of any of the foregoing, (iii) any organization which is exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on

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

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

      “Distribution Date”:  The [__] Business Day following each Determination Date, beginning in [DATE].  The initial Distribution Date shall be [DATE].

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

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

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

      “Due Date”:  With respect to (a) any Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan, as applicable, on or prior to its Maturity Date, the day of the
        month set forth in the related Mortgage Note on which each Periodic Payment thereon is scheduled to be first due, (b) any Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan, as applicable, after the Maturity Date therefor, the day of
        the month set forth in the related Mortgage Note on which each Periodic Payment on such Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan, as applicable, had been scheduled to be first due, and (c) any REO Loan, the day of the month
        set forth in the related Mortgage Note on which each Periodic Payment on the related Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan, as applicable, had been scheduled to be first due.

      
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      “EDGAR”:  As defined in Section 11.03.

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

      “Eligible Account”:  Any of the following:  (i) a segregated account or accounts maintained with a federal or state chartered depository institution or trust company
        (including the Trustee or the Certificate Administrator), (A) the long -term unsecured debt obligations of which are rated at least “[__]” by [RA1], if the deposits are to be held in such account for thirty (30) days or more, and the short-term
        debt obligations of which have a short‐term rating of not less than “[__]” from [RA1], if the deposits are to be held in such account for less than thirty (30) days, (B) the long‐term unsecured debt obligations of which are rated at least “[__]” by
        [RA2], if the deposits are to be held in such account for thirty (30) days or more, and the short‐term debt obligations of which have a short‐term rating of not less than “[__]” from [RA2], if the deposits are to be held in such account for less
        than thirty (30) days and (C) the long‐term unsecured debt obligations of which are rated at least “[__]” by [RA3] (if then rated by [RA3], or if not rated by [RA3], an equivalent rating (or higher) by at least two (2) NRSROs (which may include
        [RA1] and [RA2]) or such other rating confirmed in a Rating Agency Confirmation), if the deposits are to be held in such account for thirty (30) days or more, and the short-term debt obligations of which have a short-term rating of not less than
        “[__]” from [RA3] (if then rated by [RA3], or if not rated by [RA3], an equivalent rating (or higher) by at least two (2) NRSROs (which may include [RA1] and [RA2]) or such other rating confirmed in a Rating Agency Confirmation), if the deposits
        are to be held in such account for less than thirty (30) days; (ii) an account or accounts maintained with [FINANCIAL INSTITUTION] so long as [FINANCIAL INSTITUTION]’s long-term unsecured debt rating shall be at least “[__]” from [RA1] (if the
        deposits are to be held in the account for more than thirty (30) days), “[__]” from [RA2] (if the deposits are to be held in the account for more than thirty (30) days) and “[__]” from [RA3] (if then rated by [RA3], or if not rated by [RA3], an
        equivalent rating (or higher) by at least two (2) NRSROs (which may include [RA1] and [RA2]) or such other rating confirmed in a Rating Agency Confirmation) or [FINANCIAL INSTITUTION]’s short‐term deposit or short‐term unsecured debt rating shall
        be at least “[__]” from [RA1] (if the deposits are to be held in the account for thirty (30) days or less), “[__]” from [RA2] (if the deposits are to be held in the account for thirty (30) days or less) and “[__]” from [RA3] (if then rated by
        [RA3], or if not rated by [RA3], an equivalent rating by at least two (2) NRSROs (which may include [RA1] and [RA2]) or such other rating confirmed in a Rating Agency Confirmation); (iii) an account or accounts maintained with [FINANCIAL
        INSTITUTION], provided that (A) the short‐term debt obligations or commercial paper of [FINANCIAL INSTITUTION] are rated at least “[__]” by [RA2] and “[__]” from [RA3] (if then rated by [RA3], or if not rated by [RA3], an equivalent rating
        (or higher) by at least two (2) NRSROs (which may include [RA1] and [RA2]) or such other rating confirmed in a Rating Agency Confirmation) in the case of letters of credit or accounts in which funds are held for thirty (30) days or less and the
        long‐term unsecured debt obligations of [FINANCIAL INSTITUTION] are rated at least “[__]” by [RA2] and “[__]” from [RA3] (if then rated by [RA3], or if not rated by [RA3], an equivalent rating (or higher) by at

      
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      least two (2) NRSROs (which may include [RA1] and [RA2]) or such other rating confirmed in a Rating Agency Confirmation) in the case of letters of credit or accounts in which funds are held for more
        than thirty (30) days and (B) the long term unsecured debt rating of [FINANCIAL INSTITUTION] shall be at least “[__]” from [RA1]; provided, however, that so long as [FINANCIAL INSTITUTION]’s long term unsecured debt rating shall be
        “[__]” from [RA1], such account or accounts maintained with [FINANCIAL INSTITUTION] shall be limited to 10.0% or less of the outstanding principal balance of the Mortgage Loans; (iv) such other account or accounts that, but for the failure to
        satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) – (iii) above, with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the
        minimum ratings set forth in the applicable clause is not satisfied with respect to such account, which account may be an account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer; (v) any
        other account or accounts not listed in clauses (i) – (iii) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and a confirmation of the applicable rating agencies that such
        action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same
        manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), which account may be an account maintained by or with the Certificate Administrator, the Trustee, the Master
        Servicer or the Special Servicer, or (vi) a segregated trust account or accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust company that has a long-term unsecured debt rating of at
        least “[__]” from [RA1] (if the deposits are to be held in the account for more than thirty (30) days) or a short-term unsecured debt rating of at least “[__]” from [RA1] (if the deposits are to be held in the account for thirty (30) days or less)
        and that, in either case, has corporate trust powers, acting in its fiduciary capacity, provided that any state chartered depository institution or trust company is subject to regulation regarding fiduciary funds substantially similar to 12
        C.F.R. § 9.10(b).  Eligible Accounts may bear interest.  No Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar instrument.

      “Eligible Asset Representations Reviewer”:  An institution that (a) is the special servicer, operating advisor or asset representations reviewer on a transaction rated by
        any of [Moody’s, Fitch, KBRA, DBRS, S&P and Morningstar] and that has not been a special servicer, operating advisor or asset representations reviewer on a transaction for which [RATING AGENCIES] has qualified, downgraded or withdrawn its
        rating or ratings of, one or more classes of certificates for such transaction citing servicing or other relevant concerns with the special servicer, operating advisor or asset representations reviewer as the sole or material factor in such rating
        action, (b) can and will make the representations and warranties set forth in Section 6.01(d), (c) is not (and is not [affiliated][Risk Retention Affiliated] with) a Mortgage Loan Seller, Master Servicer, Special Servicer, the Depositor,
        the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates, (d) has neither performed (and is not affiliated with any party hired to perform) any due diligence, loan underwriting, brokerage,
        borrower advisory or similar services with respect to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on behalf of any Sponsor, any Mortgage Loan Seller, any Underwriter, any party to this Agreement or the Directing
        Certificateholder or any of their respective Affiliates, nor been paid any fees, compensation or

      
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      other remuneration by any of them in connection with any such services, and (e) does not directly or indirectly, through one or more Affiliates or otherwise, own any interest in any Certificates,
        any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Asset
        Representations Reviewer (or as Operating Advisor, if applicable).

      “Eligible Operating Advisor”:  An institution (a) that is a special servicer or operating advisor on a commercial mortgage‐backed securities transaction rated by [RATING
        REQUIREMENT] (including, in the case of the Operating Advisor, this transaction) but has not been special servicer or operating advisor on a transaction for which any of the Rating Agencies has qualified, downgraded or withdrawn its rating or
        ratings of, one or more classes of certificates for such transaction citing servicing concerns with the Operating Advisor in its capacity as the special servicer or operating advisor on such transaction as the sole or a material factor in such
        rating action; (b) that can and will make the representations and warranties of the Operating Advisor set forth in Section 6.01(c) of this Agreement; (c) that is not (and is [not] affiliated [nor Risk Retention Affiliated] with) the
        Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Directing Certificateholder, a depositor, a trustee, a certificate administrator, a master servicer or special servicer
        with respect to the securitization of a Companion Loan, or any of their respective affiliates; (d) that has not been paid by any Special Servicer or successor Special Servicer any fees, compensation or other remuneration (i) in respect of its
        obligations hereunder or (ii) for the appointment or recommendation for replacement of a successor Special Servicer to become the Special Servicer; (e) that (i) has been regularly engaged in the business of analyzing and advising clients in CMBS
        matters and that has at least five (5) years of experience in collateral analysis and loss projections and (ii) has at least five (5) years of experience in commercial real estate asset management and experience in the workout and management of
        distressed commercial real estate assets[; and (f) that does not directly or indirectly, through one or more Affiliates or otherwise, own any interest in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a
        Companion Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Operating Advisor and except as set forth in Section 3.26(r).][APPLICABLE TO
        OFFERINGS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]

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

      “Enforcing Servicer”:  (a) With respect to a Specially Serviced Loan, the Special Servicer, and (b) with respect to a Non-Specially Serviced Loan, the Master Servicer.

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

      “Environmental Indemnity Agreement”:  With respect to any Mortgage Loan or Trust Subordinate Companion Loan, any agreement between the Mortgagor (or a guarantor

      
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      thereof) and the originator of such Mortgage Loan or Trust Subordinate Companion Loan relating to the Mortgagor’s obligation to remediate or monitor or indemnify for any environmental problems
        relating to the related Mortgaged Property.

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

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

      “ERISA Restricted Certificate”:  Any Certificate (other than a Class [R] or Class [ARD] Certificate) that does not meet the requirements of Prohibited Transaction Exemption
        [●] (as such exemption may be amended from time to time) as of the date of the acquisition of such Certificate by a Plan.  As of the Closing Date, each of the [LOAN‐SPECIFIC], Class [E], Class [F] and Class [NR] Certificates is an ERISA Restricted
        Certificate.

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

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

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

      “Excess Interest Distribution Account”:  The trust account or accounts created and maintained as a separate account or accounts (or as a subaccount of the Distribution
        Account) by the Certificate Administrator pursuant to Section 3.04(c), which shall be entitled “[__________],” and which must be an Eligible Account (or a subaccount of an Eligible Account).  The Excess Interest Distribution Account shall
        be held solely for the benefit of the Holders of the Class [ARD] Certificates.  The Excess Interest Distribution Account shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.

      “Excess Modification Fee Amount”:  With respect to either the Master Servicer or the Special Servicer, any Corrected Loan and any particular modification, waiver, extension
        or amendment with respect to such Corrected Loan that gives rise to the payment of a Workout Fee, an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage
        Loan (including the related Serviced Companion Loan, if applicable, unless prohibited under the related Intercreditor Agreement) and received and retained by the Master Servicer or the Special Servicer, as applicable, as compensation within the
        prior [eighteen] [(18)] months of such modification, waiver, extension or amendment, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.

      
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      “Excess Modification Fees”:  With respect to any Mortgage Loan (other than any Non‐Serviced Mortgage Loan), Serviced Whole Loan or Trust AB Whole Loan, the sum of (x) the
        excess, if any, of (i) any and all Modification Fees with respect to a modification, waiver, extension or amendment of any of the terms of such Mortgage Loan, Serviced Whole Loan or Trust AB Whole Loan, as applicable, over (ii) all unpaid or
        unreimbursed additional expenses (including, without limitation, reimbursement of Advances and interest on Advances to the extent not otherwise paid or reimbursed by the Mortgagor but excluding Special Servicing Fees, Workout Fees and Liquidation
        Fees) outstanding or previously incurred on behalf of the Trust with respect to the related Mortgage Loan, Serviced Whole Loan or Trust AB Whole Loan, as applicable, and reimbursed from such Modification Fees and (y) expenses previously paid or
        reimbursed from Modification Fees as described in the preceding clause (A), which expenses have been recovered from the related Mortgagor or otherwise.  With respect to each of the Master Servicer and the Special Servicer, the Excess
        Modification Fees collected and earned by such Person from the related Mortgagor (taken in the aggregate with any other Excess Modification Fees collected and earned by such Person from the related Mortgagor within the prior twelve (12) months of
        the collection of the current Excess Modification Fees) will be subject to a cap of [1.00]% of the outstanding principal balance of the related Mortgage Loan, Serviced Whole Loan or Trust AB Whole Loan, as applicable, on the closing date of the
        related modification, extension, waiver or amendment (after giving effect to such modification, extension, waiver or amendment) with respect to any Mortgage Loan, Serviced Whole Loan or Trust AB Whole Loan, as applicable.

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

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

      “Exchange”:  As defined in Section 3.30(i).

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

      “Exchange Date”:  As defined in Section 5.09(b).

      “Exchange Election Notice”:  As defined in Section 3.30(i).

      “Exchangeable Certificate”:  Any of the Class [A-S], Class [B], Class [C] or Class [EC] Certificates.

      “Exchangeable Proportion”:  Following the Closing Date, the aggregate Exchangeable Certificates that collectively evidence a uniform Tranche Percentage Interest in each
        Class [EC] Components.

      
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      “Excluded Controlling Class Holder”:  With respect to any Excluded Controlling Class Loan and/or any Excluded Loan, the Directing Certificateholder or any Controlling Class
        Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling Class Loan and/or Excluded Loan.  As of the Closing Date, there is no Excluded Controlling Class Holder related to the Trust.

      “Excluded Controlling Class Loan”:  Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Directing Certificateholder or any
        Controlling Class Certificateholder, as applicable, is a Borrower Party.  As of the Closing Date, there are no Excluded Controlling Class Loans related to the Trust.

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

      “Excluded Loan”:  Any Mortgage Loan or Whole Loan if, as of any date of determination, the Directing Certificateholder or the Holder of the majority of the Controlling
        Class is a Borrower Party.  For the avoidance of doubt, any Excluded Loan is also an Excluded Controlling Class Loan.  As of the Closing Date, there are no Excluded Loans related to the Trust.

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

      “Excluded Special Servicer Information”:  With respect to any Excluded Special Servicer Loan, any information solely related to such Excluded Special Servicer Loan and/or
        the related Mortgaged Properties, which shall include the Asset Status Reports, Final Asset Status

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

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

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

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

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

      “Final Asset Status Report”:  With respect to any Specially Serviced Loan, the initial Asset Status Report required to be delivered by the Special Servicer by the Initial
        Delivery Date or any Subsequent Asset Status Report, in each case, in the form fully approved or deemed approved, if applicable, by the Directing Certificateholder pursuant to the Directing Certificateholder Approval Process or the AB Whole Loan
        Controlling Holder, together with such other data or supporting information provided by the Special Servicer to the Directing Certificateholder that does not include any communication (other than the Final Asset Status Report) between the Special
        Servicer and the Directing Certificateholder or the related AB Whole Loan Controlling Holder with respect to such Specially Serviced Loan or between the Special Servicer and the related AB Whole Loan Controlling Holder.  For the avoidance of doubt,
        the Special Servicer may issue more than one Final Asset Status Report with respect to any Specially Serviced Loan in accordance with the procedures described in Section 3.19(d).  Each Final Asset Status Report shall be labeled or otherwise
        identified as being final.  The Operating Advisor is only required to review Final Asset Status Reports delivered to it by the Special Servicer.  The Operating Advisor shall request delivery of a Final Asset Status Report to the extent it has
        actual knowledge of such Final Asset Status Report.

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

      “Final Recovery Determination”:  A reasonable determination by the Special Servicer, in consultation with the Directing Certificateholder, in the case of Mortgage Loans
        that are not Excluded Loans, and made prior to the occurrence of a Consultation Termination Event,

      
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      with respect to any Defaulted Mortgage Loan (and, if applicable, any defaulted Companion Loan or defaulted Trust Subordinate Companion Loan) or Corrected Loan or REO Property (other than a Mortgage
        Loan, REO Property or Trust Subordinate Companion Loan, as the case may be, that was purchased by (i) any of the Mortgage Loan Sellers pursuant to Section 6 of the applicable Mortgage Loan Purchase Agreement, (ii) the Special Servicer or other
        person pursuant to Section 3.16(b), any Companion Holder, any related Subordinate Loan-Specific Directing Certificateholder or any mezzanine lender pursuant to Section 3.16 or (iii) the Master Servicer, Special Servicer, the Holders
        of the Controlling Class, or the Holders of the Class [R] Certificates pursuant to Section 9.01) that there has been a recovery of all Insurance and Condemnation Proceeds, Liquidation Proceeds, REO Revenue and other payments or recoveries
        that, in the Special Servicer’s judgment, which judgment was exercised without regard to any obligation of the Special Servicer to make payments from its own funds pursuant to Section 3.07(b), will ultimately be recoverable.  With respect
        to all Mortgage Loans that are not Excluded Loans, prior to the occurrence and continuance of any Control Termination Event, the Directing Certificateholder shall have ten (10) Business Days to review and approve each such recovery determination by
        the Special Servicer; provided, however, that if the Directing Certificateholder fails to approve or disapprove any recovery determination within ten (10) Business Days of receipt of the initial recovery determination, such consent
        shall be deemed given.

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

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

      “Franchise Required Mortgage Loan”:  Any Mortgage Loan subject to a franchise agreement with a related comfort letter in favor of the respective Mortgage Loan Seller that
        requires notice to or request of the related franchisor to transfer or assign any related comfort letter to the Trust or otherwise have a new comfort letter issued in the name of the Trust.

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

      “Gain‐on‐Sale Proceeds”:  With respect to any Mortgage Loan (other than any Non‐Serviced Mortgage Loan) and, in the case of the Trust AB Whole Loan, the Trust Subordinate
        Companion Loan, the excess of (i) Liquidation Proceeds net of any related Liquidation Expenses (or the portion of such net Liquidation Proceeds payable to the related Mortgage Loan (and, in the case of the Trust AB Whole Loan, the Trust Subordinate
        Companion Loan) pursuant to the related Intercreditor Agreement) over (ii) the Purchase Price for such Mortgage Loan (and, in the case of the Trust AB Whole Loan, the Trust Subordinate Companion Loan) on the date on which Liquidation Proceeds were
        received.

      “Gain‐on‐Sale Reserve Account”:  A custodial account or accounts (or subaccount of the Distribution Account) created and maintained by the Certificate Administrator,
        pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders, which shall initially be entitled “[__________]”.  Any such account shall be an Eligible Account or a subaccount of an Eligible Account.

      
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      “Grace Period”:  The number of days before a payment default is an event of default under the related Mortgage Loan and/or before the imposition of late payment charges
        and/or default interest.

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

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

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

      [“Impermissible Asset Representations Reviewer Affiliate”:  As defined in Section 3.34.]

      [“Impermissible Risk Retention Affiliate”:  As defined in Section 3.34.]

      [“Impermissible Operating Advisor Affiliate”:  As defined in Section 3.34.]

      [“Impermissible TPP Affiliate”:  As defined in Section 3.34.]

      “Independent”:  When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2‐01(b) of the Commission’s Regulation S‐X.  When used
        with respect to any specified Person, any such Person who (i) is in fact independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, [the Risk Retention
        Consultation Party], the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Subordinate Loan-Specific Directing Certificateholder  (insofar as the relevant
        matter involves the Trust AB Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer and all Affiliates thereof, (ii) does not have any material direct financial
        interest in or any material indirect financial interest in any of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Directing Certificateholder, the Companion Holders (insofar as the relevant
        matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Subordinate Loan-Specific Directing Certificateholders  (insofar as the relevant matter involves the Trust AB Whole Loan (whether alone or together
        with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer or any Affiliate thereof and (iii) is not connected with the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special
        Servicer, the Directing Certificateholder, [the Risk Retention Consultation Party], the Companion Holders (insofar as

      
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      the relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Subordinate Loan-Specific Directing Certificateholders (insofar as the relevant
        matter involves the Trust AB Whole Loan (whether alone or together with one or more other Mortgage Loans)), the Operating Advisor, the Asset Representations Reviewer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee,
        partner, director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the
        Directing Certificateholder, the Companion Holders, the Subordinate Loan-Specific Directing Certificateholder or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any Class of securities issued by the
        Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Directing Certificateholder, the Companion Holders, the Subordinate Loan-Specific
        Directing Certificateholder or any Affiliate thereof, as the case may be, so long as such ownership constitutes less than 1% of the total assets of such Person.  For the avoidance of doubt, the exception in the proviso above for ownership of 1% or
        less of any Class of Certificates shall not apply with respect to the Operating Advisor or the Asset Representations Reviewer.

      “Independent Contractor”:  Either (a) any Person that would be an “independent contractor” with respect to the Trust within the meaning of Section 856(d)(3) of the Code if
        the Trust were a real estate investment trust (except that the ownership test set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates, or such other interest
        in any Class of Certificates as is set forth in an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder, the Subordinate Loan‐Specific Directing Certificateholders
        or the Trust, delivered to the Trustee, any Companion Holder, the Subordinate Loan-Specific Directing Certificateholder, the Certificate Administrator and the Master Servicer), so long as the Trust does not receive or derive any income from such
        Person and provided that the relationship between such Person and the Trust is at arm’s length, all within the meaning of Treasury Regulations Section 1.856‐4(b)(5) (except that the Master Servicer or the Special Servicer shall not be
        considered to be an Independent Contractor under the definition in this clause (a) unless an Opinion of Counsel has been delivered to the Trustee and the Certificate Administrator to that effect) or (b) any other Person (including the
        Master Servicer and the Special Servicer) upon receipt by the Trustee, the Certificate Administrator, the Operating Advisor and the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate
        Administrator, the Master Servicer, the Operating Advisor or the Trust, to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to
        be taken by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or cause any income realized in respect of such REO Property to fail to
        qualify as Rents from Real Property.

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

      “Initial Delivery Date”: As defined in Section 3.19(d).

      
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      “Initial Purchasers”:  Natixis Securities Americas LLC, [OTHER INITIAL PURCHASERS].

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

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

      “Initial Schedule AL File”: The data file(s) prepared by, or on behalf of, the Depositor containing the information required by Item 1111(h)(3) or Item 1125 of
        Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act and filed as Exhibit 102 and, if applicable, Exhibit 103, to the Form ABS‐EE incorporated by reference into the Prospectus in both EDGAR-Compatible Format and Excel
        format.

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

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

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

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

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

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

      “Intercreditor Agreement”:  Each of the [LOAN-SPECIFIC] Intercreditor Agreement, the [SERVICED WHOLE LOAN] Intercreditor Agreement and the [NON-SERVICED WHOLE LOAN]
        Intercreditor Agreement and any AB Intercreditor Agreement and any intercreditor agreement entered into in connection with the issuance to the direct or indirect equity holders in the Mortgagor of any existing mezzanine indebtedness or any future
        mezzanine indebtedness permitted under the related Mortgage Loan documents.

      “Interest Accrual Amount”:  With respect to any Distribution Date and any Class of Regular Certificates and any Class [EC] Components is equal to interest for the related
        Interest Accrual Period accrued at the Pass-Through Rate for such Class of Certificates or Class [EC] Components on the Certificate Balance or Notional Amount, as applicable, for such Class immediately prior to that Distribution Date.  Calculations
        of interest for each Interest Accrual Period will be made on [30/360 basis], except that interest on the [LOAN-SPECIFIC CLASS] Certificates will be calculated on an [Actual/360 Basis].  [CHANGE ACCRUAL CONVENTION AS NEEDED]

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

      “Interest Distribution Amount”:  With respect to any Class of Regular Certificates and any Class [EC] Components for any Distribution Date, an amount equal to (A) the sum
        of (x) the Interest Accrual Amount with respect to such Class of Certificates or Class [EC] Components for such Distribution Date and (y) the Interest Shortfall, if any, with respect to such Class of Certificates or Class [EC] Components for such
        Distribution Date, less (B) any Excess Prepayment Interest Shortfall allocated to such Class of Certificates or Class [EC] Components on such Distribution Date.

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

      “Interest Reserve Account”:  The trust account or subaccount of the Distribution Account created and maintained by the Certificate Administrator pursuant to Section 3.04(b)
        initially in the name of “[__________],” into which the amounts set forth in Section 3.21 shall be deposited directly and which must be an Eligible Account or subaccount of an Eligible Account.

      “Interest Shortfall”:  With respect to any Distribution Date for any Class of Regular Certificates and any Class [EC] Components is the sum of (x) the portion of the
        Interest Distribution Amount for such Class or Class [EC] Components remaining unpaid as of the close

      
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      of business on the preceding Distribution Date, and (y) to the extent permitted by applicable law[, (i) other than in the case of Certificates with a Notional Amount, one month’s interest on that
        amount remaining unpaid at the Pass-Through Rate applicable to such Class or Class [EC] Components for the current Distribution Date and (ii) in the case of the Certificates with a Notional Amount, one-month’s interest on that amount remaining
        unpaid at the Weighted Average Net Mortgage Rate for such Distribution Date].

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

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

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

      “Investor Certification”:  A certificate (which may be in electronic form) substantially in the form of Exhibit P‐1A, Exhibit P‐1B, Exhibit P‐1C and
        Exhibit P‐1D to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website (which may be a click-through confirmation), representing (i) that such Person executing the certificate is a
        Certificateholder, the Directing Certificateholder (to the extent such Person is not a Certificateholder), a Certificate Owner, a prospective purchaser of a Certificate or a Companion Holder (or any investment advisor or manager of the foregoing),
        (ii) that either (a) such Person is not a Borrower Party, in which case such Person shall have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such Person
        is a Borrower Party in which case (1) if such Person is the Directing Certificateholder or a Controlling Class Certificateholder, such Person shall have access to all the reports and information made available to Certificateholders via the
        Certificate Administrator’s Website hereunder other than any Excluded Information as set forth herein, or (2) if such Person is not the Directing Certificateholder or a Controlling Class Certificateholder, such Person shall only receive access to
        the Distribution Date Statements prepared by the Certificate Administrator, (iii) that such Person has received a copy of the final Prospectus (except in the case of a certification by a Companion Holder) and (iv) such Person agrees to keep any
        Privileged Information confidential and will not violate any securities laws.

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

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

      “Late Collections”:  With respect to any Mortgage Loan, Whole Loan, Trust AB Whole Loan, Companion Loan or Trust Subordinate Companion Loan, all amounts received

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

      “Liquidation Event”:  With respect to any Mortgage Loan or Trust Subordinate Companion Loan or with respect to any REO Property (and the related REO Loan), any of the
        following events:  (i) such Mortgage Loan or Trust Subordinate Companion Loan is paid in full; (ii) a Final Recovery Determination is made with respect to such Mortgage Loan or Trust Subordinate Companion Loan; (iii) such Mortgage Loan or Trust
        Subordinate Companion Loan is repurchased by the applicable Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan or Trust Subordinate Companion Loan is purchased by the Special
        Servicer, or by any Companion Holder, Subordinate Loan-Specific Directing Certificateholder or any mezzanine lender (as applicable) pursuant to Section 3.16 (and the related Intercreditor Agreement, as applicable); (v) such Mortgage Loan or
        Trust Subordinate Companion Loan is purchased by the Special Servicer, the Master Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class [R] Certificates pursuant to Section 9.01 or acquired by the Sole
        Certificateholder in exchange for its Certificates pursuant to Section 9.01; or (vi) such Mortgage Loan or Trust Subordinate Companion Loan is sold by the Special Servicer pursuant to the terms of this Agreement.

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

      “Liquidation Fee”:  A fee payable to the Special Servicer with respect to each Specially Serviced Loan or REO Property (except with respect to a Non‐Serviced Mortgaged

      
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      Property) as to which the Special Servicer receives (a) a full, partial or discounted payoff from the related Mortgagor or (b) any Liquidation Proceeds or Insurance and Condemnation Proceeds
        (including the related Companion Loan or Trust Subordinate Companion Loan, if applicable), or REO Property (in any case, other than amounts for which a Workout Fee has been paid, or will be payable), equal to the product of the Liquidation Fee Rate
        and the proceeds of such full, partial or discounted payoff or other partial payment or the Liquidation Proceeds or Insurance and Condemnation Proceeds (net of the related costs and expenses associated with the related liquidation) related to such
        liquidated Specially Serviced Loan or REO Property, as the case may be; provided, however, that no Liquidation Fee shall be payable with respect to (i) the purchase of any Specially Serviced Loan by the Special Servicer or any
        Affiliate thereof (unless such Affiliate purchaser is the Directing Certificateholder or any Affiliate thereof; provided, however, that prior to a Control Termination Event, if the Directing Certificateholder or an Affiliate
        thereof, purchases any Specially Serviced Loan within ninety (90) days after the Special Servicer delivers to the Directing Certificateholder for its approval the initial Asset Status Report with respect to such Specially Serviced Loan, the Special
        Servicer will not be entitled to a Liquidation Fee in connection with such purchase by the Directing Certificateholder or its Affiliates), (ii) any event described in clause (iv) of the definition of “Liquidation Proceeds” (or any
        substitution in lieu of a repurchase) so long as such repurchase or substitution occurs prior to the termination of the Extended Cure Period, (iii) any event described in clauses (v), (vi) and (vii) of the definition of
        “Liquidation Proceeds,” as long as, with respect to a purchase pursuant to clause (vi) of the definition of “Liquidation Proceeds,” a purchase occurs within ninety (90) days of such holder’s purchase option first becoming exercisable during
        that period prior to such Mortgage Loan becoming a Corrected Loan pursuant to the related Intercreditor Agreement, (iv) with respect to a Serviced Companion Loan, (A) a repurchase of such Serviced Companion Loan by the applicable Mortgage Loan
        Seller for a breach of a representation or warranty or for a defective or deficient mortgage loan documentation under an Other Pooling and Servicing Agreement within the time period (or extension thereof) provided for such repurchase of such
        repurchase occurs prior to the termination of the extended resolution period provided therein or (B) a purchase of such Serviced Companion Loan by any applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up call or
        similar liquidation of the Other Securitization; (v) the purchase of all of the Mortgage Loans and REO Properties and, if applicable, the Trust Subordinate Companion Loan, in connection with an optional termination of the Trust; or (vi) if a
        Mortgage Loan (or Trust Subordinate Companion Loan, if applicable) or Serviced Whole Loan becomes a Specially Serviced Loan solely because of a Servicing Transfer Event described in clause (i) or (ii) of the definition of “Servicing
        Transfer Event,” Liquidation Proceeds are received within ninety (90) days following the related Maturity Date as a result of such Mortgage Loan (or Trust Subordinate Companion Loan, if applicable) or Serviced Whole Loan being refinanced or
        otherwise repaid in full (but, in the event that a Liquidation Fee is not payable due to the application of any of clauses (i) through (v) above, the Special Servicer may still collect and retain a Liquidation Fee and similar fees
        from the related Mortgagor to the extent provided for in, or not prohibited by, the related loan documents); provided that the Liquidation Fee with respect to any Specially Serviced Loan will be reduced by the amount of any Excess
        Modification Fees paid by or on behalf of the related Mortgagor with respect to the related Mortgage Loan and any related Companion Loan or Trust Subordinate Companion Loan, as applicable, or REO Property and received by the Special Servicer as
        compensation within the prior eighteen (18) months, but only to the extent those fees have not previously been deducted

      
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      from a Workout Fee or Liquidation Fee; except that no Liquidation Fee will be less than $[_____].  No Liquidation Fee shall be payable in connection with a Loss of Value Payment by a
        Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes such Loss of Value Payment within ninety (90) days (and giving effect to an extension period of ninety (90) days).

      “Liquidation Fee Rate”:  A rate equal to [_____]% with respect to any Specially Serviced Loan (and each related Serviced Companion Loan or Trust Subordinate Companion Loan)
        and REO Property.

      “Liquidation Proceeds”:  Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with:  (i) the liquidation (including a payment in
        full) of a Mortgaged Property or other collateral constituting security for a Defaulted Mortgage Loan or defaulted Companion Loan or defaulted Trust Subordinate Companion Loan, if applicable, through a trustee’s sale, foreclosure sale, REO
        Disposition or otherwise, exclusive of any portion thereof required to be released to the related Mortgagor in accordance with applicable law and the terms and conditions of the related Mortgage Note and Mortgage; (ii) the realization upon any
        deficiency judgment obtained against a Mortgagor; (iii) any sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a) or (B) any REO Property pursuant to Section 3.16(b); (iv) the repurchase of a Mortgage Loan or Trust
        Subordinate Companion Loan by the applicable Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan Purchase Agreement; (v) the purchase of a Mortgage Loan or REO Property by the Holders of the majority of the Controlling Class,
        the Special Servicer, the Master Servicer or the Holders of the Class [R] Certificates pursuant to Section 9.01; (vi) the purchase of a Mortgage Loan or an REO Property by (a) the applicable Subordinate Companion Holder or the related
        Subordinate Loan-Specific Directing Certificateholder or (b) the related mezzanine lender pursuant to Section 3.16 and the related Intercreditor Agreement; or (vii) the transfer of any Loss of Value Payments from the Loss of Value Reserve
        Fund to the Collection Account in accordance with Section 3.05(g) of this Agreement (provided that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with such
        Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable
        Mortgage Loan Seller).  With respect to any Whole Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion of Liquidation Proceeds to the extent allocable to the related Mortgage Loan or related Companion Loan, as
        applicable, pursuant to the terms of the related Intercreditor Agreement.  With respect to the Trust AB Whole Loan, as used in this Agreement, Liquidation Proceeds shall be allocated between the Trust Mortgage Loan and the Trust Subordinate
        Companion Loan pursuant to the terms of the related Intercreditor Agreement.

      “[LOAN-SPECIFIC] AB Whole Loan”:  Collectively, the whole mortgage loan that is subject to the [LOAN-SPECIFIC] Intercreditor Agreement, which is evidenced by the
        [LOAN-SPECIFIC] Mortgage Notes and secured by a single Mortgage on the [LOAN-SPECIFIC] Mortgaged Property.  References herein to the [LOAN-SPECIFIC] AB Whole Loan shall be construed to refer to the aggregate indebtedness under the [LOAN-SPECIFIC]
        Mortgage Loan and the related Trust Subordinate Companion Loan.

      
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      “[LOAN-SPECIFIC] Available Funds”:  With respect to the Class [LOAN-SPECIFIC] Certificates, the Trust Subordinate Companion Loan and any Distribution Date, the aggregate amount to the extent on
        deposit in the Collection Account on such Distribution Date, of all cash received on or in respect of the Trust Subordinate Companion Loan (including Liquidation Proceeds and any Purchase Price proceeds received as a result of a purchase of the
        related Trust Subordinate Companion Loan pursuant to Section 3.18) and that was paid to the Trust as the holder of the related Trust Subordinate Companion Loan in accordance with the terms of the related Intercreditor Agreement and this
        Agreement or otherwise, in each case, as of the related P&I Advance Date, exclusive of (without duplication):

      
        

        

        
          (a) all Periodic Payments paid by the Mortgagors on the Trust Subordinate Companion Loan collected but due on a Due Date subsequent to the related Collection Period,
            excluding interest relating to periods prior to, but due after, the Cut‐off Date;

        

      

      
        

        

        
          (b) all unscheduled Principal Prepayments (together with any related payments of interest allocable to the period following the related Due Date for the Trust Subordinate
            Companion Loan), Liquidation Proceeds, Insurance and Condemnation Proceeds and other unscheduled recoveries received with respect to the Trust AB Whole Loan allocable to the Trust Subordinate Companion Loan in accordance with the terms of the
            related Intercreditor Agreement subsequent to the related Determination Date;

           

          

          (c) all amounts in the Collection Account that are due or reimbursable to any person other than the Holders of the Class [LOAN-SPECIFIC] Certificates;

        

      

      
         

      

      
        

        

        
          (d) all Yield Maintenance Charges in respect of the Trust Subordinate Companion Loan;

        

      

      
        

        

        
          (e) all amounts deposited in the Collection Account and, without duplication, the [LOAN-SPECIFIC] REMIC Distribution Account in respect of the Trust Subordinate Companion
            Loan in error; and any Penalty Charges allocable to the Trust Subordinate Companion Loan.

        

      

      “[LOAN‐SPECIFIC] Control Appraisal Period”:  The “Control Appraisal Period” identified in the [LOAN‐SPECIFIC] Intercreditor Agreement; provided, however, a
        [LOAN‐SPECIFIC] Control Appraisal Period shall not be deemed to have occurred in the event that the Subordinate Loan-Specific Directing Certificateholder exercises a “Threshold Event Cure” on behalf of the “Controlling Noteholder” (each as defined
        therein) within thirty (30) days of a “Control Appraisal Period” occurring thereunder.

      [“[LOAN‐SPECIFIC] Directing Certificateholder”:  With respect to the [SERVICING SHIFT WHOLE LOAN], the “Controlling Holder,” the “Directing Certificateholder,” the
        “Directing Holder,” the “Directing Lender” or any analogous concept set forth under the related Intercreditor Agreement.  Prior to the applicable Servicing Shift Securitization Date, the Loan‐Specific Directing Certificateholder with respect to the
        related Servicing Shift Whole Loan will be the holder of the related Controlling Companion Loan as set forth in Exhibit S.  On and after the applicable Servicing Shift Securitization Date, there will be

      
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      no Loan‐Specific Directing Certificateholder under this Agreement with respect to the related Servicing Shift Whole Loan. ]

       “[LOAN‐SPECIFIC] Intercreditor Agreement”:  That certain Agreement Between Noteholders, dated as of [INTERCREDITOR AGREEMENT DATE], by and between the holder of the
        [LOAN-SPECIFIC] Trust Subordinate Companion Loan and the holder of the [LOAN-SPECIFIC] Mortgage Loan, relating to the relative rights of such holders of the [LOAN‐SPECIFIC] AB Whole Loan, as the same may be further amended in accordance with the
        terms thereof.

      “[LOAN‐SPECIFIC] Interest Accrual Amount” with respect to any Distribution Date and the Class [LOAN‐SPECIFIC] Certificates is equal to interest for the related Interest
        Accrual Period accrued at the Pass-Through Rate for such Class on the Certificate Balance for such Class immediately prior to that Distribution Date.  Calculations of interest for each Interest Accrual Period will be made on an [Actual/360 Basis]. 
        [CHANGE ACCRUAL CONVENTION AS NEEDED]

      “[LOAN-SPECIFIC] Interest Distribution Amount”:  With respect to the Class [LOAN-SPECIFIC] Certificates for any Distribution Date, an amount equal to (A) the sum of (x) the
        [LOAN‐SPECIFIC] Interest Accrual Amount with respect to such Class for such Distribution Date and (y) the [LOAN-SPECIFIC] Interest Shortfall, if any, with respect to such Class for such Distribution Date, less (B) any Excess Prepayment Interest
        Shortfall allocated to such Class on such Distribution Date.

      “[LOAN-SPECIFIC] Interest Shortfall”:  With respect to any Distribution Date for the Class [LOAN-SPECIFIC] Certificates is the sum of (x) the portion of the Interest
        Distribution Amount for such Class remaining unpaid as of the close of business on the preceding Distribution Date, and (y) to the extent permitted by applicable law[, one month’s interest on that amount remaining unpaid at the Pass-Through Rate
        applicable to such Class for the current Distribution Date].

      “[LOAN-SPECIFIC] Majority Certificateholder”:  The Certificateholder(s) holding more than fifty percent (50%) of the Certificate Balance of the Class [LOAN-SPECIFIC]
        Certificates.  The name and contact information for the initial [LOAN-SPECIFIC] Majority Certificateholder is set forth on Exhibit S hereto.

      “[LOAN-SPECIFIC] Mortgage Loan”:  With respect to the [LOAN-SPECIFIC] AB Whole Loan, the senior interest that is included in the Trust (identified as Mortgage Loan No. 2 on
        the Mortgage Loan Schedule), which is evidenced by the related promissory note A, and is senior in right of payment to the [LOAN-SPECIFIC] Trust Subordinate Companion Loan to the extent set forth in the [LOAN-SPECIFIC] Intercreditor Agreement.

      “[LOAN-SPECIFIC] Mortgage Notes”:  Either of the promissory notes evidencing the [LOAN-SPECIFIC] AB Whole Loan made by the related mortgagor and secured by the mortgage on
        the [LOAN-SPECIFIC] Mortgaged Property, as the context requires.

      “[LOAN-SPECIFIC] Mortgaged Property”:  The Mortgaged Property that secures the [LOAN-SPECIFIC] AB Whole Loan.

      
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      “[LOAN-SPECIFIC] Pass-Through Rate”:  With respect to any Distribution Date, a per annum rate equal to a fixed rate of [_____]%.

      “[LOAN-SPECIFIC] Principal Distribution Amount”:  With respect to the Class [LOAN-SPECIFIC] Certificates and any Distribution Date, an amount equal to the sum of (x) the
        [LOAN-SPECIFIC] Principal Shortfall for such Distribution Date and (y) the amount of principal distributable on such Distribution Date in respect of the Trust Subordinate Companion Loan (i) in accordance with the related Intercreditor Agreement, or
        (ii) as a result of the sale of the Trust Subordinate Companion Loan in accordance with the terms hereof.

      “[LOAN-SPECIFIC] Principal Shortfall”:  With respect to any Distribution Date after the initial Distribution Date and the Class [LOAN-SPECIFIC] Certificates, the amount, if
        any, by which (a) the [LOAN-SPECIFIC] Principal Distribution Amount for the preceding Distribution Date exceeds (b) the aggregate amount actually distributed in respect of principal on the Class [LOAN-SPECIFIC] Certificates for such preceding
        Distribution Date.  The [LOAN-SPECIFIC] Principal Shortfall for the Class [LOAN-SPECIFIC] Certificates for the initial Distribution Date will be zero.

      “[LOAN-SPECIFIC]-R Interest”:  The uncertificated residual interest in the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC, represented by the Class [R]
        Certificates.

      “[LOAN-SPECIFIC] Realized Loss”:  With respect to the [LOAN-SPECIFIC] Certificates, Realized Losses (as defined in Section 4.04(a)).

      “[LOAN-SPECIFIC] REMIC Distribution Account”:  With respect to the Trust Subordinate Companion Loan, the segregated trust account or accounts created and maintained as a
        separate account or accounts by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(h) of this Agreement, which shall be entitled “[CERTIFICATE ADMINISTRATOR], as Certificate Administrator, for the benefit of
        [TRUSTEE], as Trustee, for the benefit of the holders of [TRUST] [TRANSACTION DESIGNATION], Commercial Mortgage Pass‐Through Certificates, [LOAN-SPECIFIC] REMIC Distribution Account,” and which must be an Eligible Account or a subaccount of an
        Eligible Account.  The [LOAN-SPECIFIC] REMIC Distribution Account shall not be an asset of Lower‐Tier REMIC or the Upper‐Tier REMIC formed hereunder, but rather shall be an asset of the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC.

      “[LOAN-SPECIFIC] Trust Subordinate Companion Loan”:  The subordinate interest in the [LOAN-SPECIFIC] AB Whole Loan made by the related mortgagor and secured by the mortgage
        on the [LOAN-SPECIFIC] Mortgaged Property and designated as promissory note B, which is included in the Trust, which is subordinate in right of payment to the [LOAN-SPECIFIC] Mortgage Loan to the extent set forth in the [LOAN-SPECIFIC]
        Intercreditor Agreement, and which is evidenced by a separate Class of Certificates, the Class [LOAN-SPECIFIC] Certificates.

      “[LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC”:  One of three separate REMICs comprising a portion of the Trust Fund, which consist of the Trust Subordinate

      
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      Companion Loan and the proceeds thereof, any allocable portion of REO Property with respect thereto, the related portions of the REO Account, and the [LOAN-SPECIFIC] REMIC Distribution Account.

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

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

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

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

      “Lower-Tier Regular Interests”:  Any of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5, Class LASB, Class LAS, Class LB, Class LC, Class LD, Class LE, Class LF
        and Class LNR Uncertificated Interests.

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

      “Lower‐Tier REMIC Distribution Account”:  The segregated account, accounts or sub‐accounts created and maintained by the Certificate Administrator (on behalf of the
        Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially be entitled “[__________]”.  Any such account, accounts or sub‐accounts shall be an Eligible Account.

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

      “MAI”:  Member of the Appraisal Institute.

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

      “Master Servicer”:  With respect to each of the Mortgage Loans, [MASTER SERVICER], and its successors‐in‐interest and assigns, or any successor appointed as allowed herein.

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

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

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

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

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

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

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

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

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

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

      
        

        

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

        

      

      
        

        

        
          (ii) the original or a certified copy of the Mortgage, together with an original or copy of any intervening assignments of the Mortgage, in each case with evidence of
            recording indicated thereon or certified to have been submitted for recording;

        

      

      
        

        

        
          (iii) an original Assignment of the Mortgage in favor of the Trustee (and, in the case of any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder,” or
            similar capacity, under the related Intercreditor Agreement on behalf of the related Serviced Companion Noteholders) or in blank, in complete (subject to the completion of certain missing recording information, and if applicable, the assignee’s
            name) recordable form (or, if the related Mortgage Loan Seller is responsible for the recordation of that assignment, a copy of such assignment to be sent for recordation), executed by the most recent assignee of record thereof, or if none, by
            the originator.

        

      

      
        

        

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

        

      

      
        

        

        
          (v) an original assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the Trustee or in blank and (subject to the
            completion of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related Mortgage Loan Seller is responsible for the recordation of that assignment, a copy thereof certified to be the
            copy of such assignment submitted or to be submitted for recording);

        

      

      
        

        

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

        

      

      
        

        

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

        

      

      
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      Mortgage Loan or the Trust Subordinate Companion Loan has been assumed or consolidated;

      
        

        

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

        

      

      
        

        

        
          (ix) any filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements, related amendments and continuation statements in the possession of
            the applicable Mortgage Loan Seller;

        

      

      
        

        

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

        

      

      
        

        

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

        

      

      
        

        

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

        

      

      
        
           

            

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

        

      

      
        

        

        
          (xiv) the original or a copy of any property management agreement relating to a Mortgage Loan or a Serviced Whole Loan;

        

      

      
        

        

        
          (xv) the original or a copy of any franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced Whole Loan and, with respect to any
            franchise agreement, comfort letter or similar agreement, any assignment of such agreements or any notice to the franchisor of the transfer of a Mortgage Loan or Serviced Whole Loan and a request for confirmation that the Trust is a beneficiary
            of such comfort letter or other agreement, or for the issuance of a new comfort letter in favor of the Trust, as the case may be;

        

      

      
        

        

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

        

      

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

        

      

      
        

        

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

        

      

      
        

        

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

        

      

      
        

        

        
          (xx) a list related to such Mortgage Loan indicating the related Mortgage Loan documents included in the related Mortgage File as of the Closing Date (the “Mortgage Loan
              Checklist”);

        

      

      provided, however, that (a) whenever the term “Mortgage File” is used to refer to documents held by the Custodian, such term shall not be deemed to include such documents and
        instruments required to be included therein unless they are actually received by the Custodian, (b) if there exists with respect to any Crossed Mortgage Loan Group only one original or certified copy of any document referred to in the definition of
        “Mortgage File” covering all of the Mortgage Loans in such Crossed Mortgage Loan Group, then the inclusion of such original or certified copy in the Mortgage File for any of the Mortgage Loans constituting such Crossed Mortgage Loan Group shall be
        deemed the inclusion of such original or certified copy in the Mortgage File for each such Mortgage Loan, (c) to the extent that this Agreement refers to a “Mortgage File” for a Companion Loan, such “Mortgage File” shall be construed to mean the
        Mortgage File for the related Mortgage Loan (except that references to the Mortgage Note for a Companion Loan otherwise described above shall be construed to instead refer to a photocopy of such Mortgage Note), (d) with respect to any Mortgage Loan
        that has a Serviced Companion Loan, the execution and/or recordation of any assignment of Mortgage, any separate assignment of Assignment of Leases and any assignment of any UCC Financing Statement in the name of the Trustee shall not be construed
        to limit the beneficial interest of the related Companion Holder(s) in such instrument and the benefits intended to be provided to them by such instrument, it being acknowledged that (i) the Trustee shall hold such record title for the benefit of
        the Trust as the holder of the related Mortgage Loan and the related Companion Holder(s) collectively and (ii) any efforts undertaken by the Trustee, the Master Servicer, or the Special Servicer on its behalf to enforce or obtain the benefits of
        such instrument shall be construed to be so undertaken by Trustee, the Master Servicer or the Special Servicer for the benefit of the Trust as the holder of the applicable Mortgage Loan and the related Companion Holder(s) collectively, (e) in
        connection with any Non‐Serviced Mortgage Loan, the preceding document delivery requirements will be met by the delivery by the applicable Mortgage Loan Seller of copies of the documents specified above (other than the Mortgage Note and intervening
        endorsements evidencing such Mortgage Loan, with respect to which the original shall be required) including a copy of the Mortgage securing the applicable Mortgage Loan and any assignments or other transfer documents referred to in clauses (iii),
        (v), (vi), (vii), (ix) and (x) above as being in favor of the Trustee shall instead be in favor of the applicable Non‐Serviced Trustee and need only be in such form as was delivered to the applicable
        Non‐Serviced Trustee or a custodian on its behalf, and (f) in connection with any (A) Non‐Serviced Mortgage Loan, any and all document delivery requirements as regards to the related Mortgage File (or any portion thereof) set forth herein or in the
        related Mortgage Loan Purchase Agreement will also be satisfied by the delivery,

      
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      in compliance with the terms of the related Non‐Serviced Pooling Agreement, by the applicable Mortgage Loan Seller of the documents specified above (other than the Mortgage Note and intervening
        endorsements evidencing such Mortgage Loan) to the custodian under the related Non‐Serviced Pooling Agreement (in such form as was delivered to the custodian under the related Non‐Serviced Pooling Agreement) and (B) Servicing Shift Mortgage Loan,
        the foregoing documents shall be delivered to the Custodian by the applicable Mortgage Loan Seller on or prior to the Closing Date and such documents (other than the documents described in clause (i) above) shall be transferred to the
        custodian pursuant to Section 2.01(i).

      In addition, each Mortgage Loan Seller will be required to deliver the Diligence Files for each of its Mortgage Loans to the Depositor by uploading such Diligence Files to the
        designated website within [●] days after the Closing Date, and the Depositor will deliver to the Certificate Administrator an electronic copy of such Diligence Files to be posted to the secure data room.

      “Mortgage Loan”:  Each of the mortgage loans (other than the Crossed Underlying Loans of a Crossed Mortgage Loan Group, it being understood that for the purposes of this
        Agreement each Crossed Mortgage Loan Group shall be treated as one Mortgage Loan) transferred and assigned to the Trustee pursuant to Section 2.01 and to be held by the Trust.  As used herein, the term “Mortgage Loan” includes the related
        Mortgage Note, Mortgage and other documents contained in the related Mortgage File and any related agreements.  The term “Mortgage Loan” shall, as of any date of determination, include any Qualified Substitute Mortgage Loan that has replaced a
        Mortgage Loan pursuant to Section 2.03 and exclude any such replaced Mortgage Loan.  [For the avoidance of doubt, no Retained Defeasance Rights and Obligations will be part of a “Mortgage Loan” or an asset of the Trust.]

      “Mortgage Loan Checklist”:  A list related to each Mortgage Loan indicating the related Mortgage Loan documents included in the related Mortgage File as of the Closing
        Date.

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

      “Mortgage Loan Schedule”:  The list of Mortgage Loans and the Trust Subordinate Companion Loan transferred on the Closing Date to the Trustee as part of the Trust Fund, attached hereto as Exhibit B,
        which list sets forth the following information with respect to each Mortgage Loan and Trust Subordinate Companion Loan so transferred:

      
        

        

        
          (i) the loan identification number (as specified in Annex A‐1 to the Prospectus);

        

      

      
        

        

        
          (ii) the Mortgagor’s name;

        

      

      
        

        

        
          (iii) the street address (including city, state, county and zip code) and name of the related Mortgaged Property;

        

      

       

        
          (iv) the Mortgage Rate in effect at origination;

        

      

      
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          (v) the Net Mortgage Rate in effect at the Cut‐off Date;

        

      

      
        

        

        
          (vi) the original principal balance;

        

      

      
        

        

        
          (vii) the Cut‐off Date Principal Balance;

        

      

      
        

        

        
          (viii) the (a) original term to stated maturity, (b) remaining term to stated maturity and (c) Maturity Date;

        

      

      
        

        

        
          (ix) the original and remaining amortization terms;

        

      

      
        

        

        
          (x) the amount of the Periodic Payment due on the first Due Date following the Cut‐off Date;

        

      

      
        

        

        
          (xi) the applicable Servicing Fee Rate;

        

      

      
        

        

        
          (xii) whether the Mortgage Loan or Trust Subordinate Companion Loan is a 30/360 Mortgage Loan or an Actual/360 Mortgage Loan;

        

      

      
        

        

        
          (xiii) whether such Mortgage Loan or Trust Subordinate Companion Loan is secured by the related Mortgagor’s interest in a ground lease;

        

      

      
        

        

        
          (xiv) identifying any Mortgage Loans with which Mortgage Loan is cross‐defaulted or cross‐collateralized;

        

      

      
        

        

        
          (xv) the originator of the related Mortgage Loan or Trust Subordinate Companion Loan and the Mortgage Loan Seller;

        

      

      
        

        

        
          (xvi) whether the related Mortgage Loan or Trust Subordinate Companion Loan has a guarantor;

        

      

      
        

        

        
          (xvii) whether the related Mortgage Loan or Trust Subordinate Companion Loan is secured by a letter of credit;

        

      

      
        

        

        
          (xviii) amount of any reserve or escrowed funds that were deposited at origination and any ongoing periodic deposit requirements;

        

      

      
        

        

        
          (xix) number of grace days;

           

          

          (xx) whether a cash management agreement or lock‐box agreement is in place;

           

          

          (xxi) the general property type of the related Mortgaged Property;

        

      

      
         

      

      
        

        

        
          (xxii) whether the related Mortgage Loan or Trust Subordinate Companion Loan permits defeasance;

        

      

      
        

        

        
          (xxiii) the interest accrual period;

        

      

      
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          (xxiv) Anticipated Repayment Date, if applicable;

        

      

      
        
           

            

          (xxv) the Revised Rate of such Mortgage Loan or Trust Subordinate Companion Loan, if any; and

        

      

      
        
           

            

          (xxvi) the number of units, rooms, pads or square feet with respect to each Mortgaged Property.

        

      

      Such Mortgage Loan Schedule shall also set forth the aggregate of the amounts described under clause (vii) above for all of the Mortgage Loans.  Such list may be in the
        form of more than one list, collectively setting forth all of the information required.

      “Mortgage Loan Seller”:  Each of (i) [Natixis Real Estate Capital LLC, a Delaware limited liability company], (ii) [Natixis, acting through its branch office located at
        1251 Avenue of the Americas, New York, New York 10020] and (iii) [ADDITIONAL LOAN SELLER(S)].

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

      “Mortgage Rate”:  With respect to:  (i) any Mortgage Loan, related Serviced Pari Passu Companion Loan or Trust Subordinate Companion Loan on or prior to its Maturity Date,
        the annual rate at which interest is scheduled (in the absence of a default) to accrue on such Mortgage Loan, related Serviced Pari Passu Companion Loan or Trust Subordinate Companion Loan from time to time in accordance with the related Mortgage
        Note and applicable law; or (ii) any Mortgage Loan, related Serviced Pari Passu Companion Loan or Trust Subordinate Companion Loan after its Maturity Date, the annual rate described in clause (i) above determined without regard to the
        passage of such Maturity Date.  For the avoidance of doubt, the Mortgage Rate of any ARD Loan shall not be construed to include the related Excess Rate.

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

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

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

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

      “Net Mortgage Rate”:  With respect to each Mortgage Loan (including any Non‐Serviced Mortgage Loan), any REO Loan (other than the portion of an REO Loan related to any
        Companion Loan) or Trust Subordinate Companion Loan as of any date of determination, a rate per annum equal to the related Mortgage Rate then in effect (without regard to any increase in the interest rate
        of any ARD Loan after its respective Anticipated Repayment Date), minus the related Administrative Cost Rate; except that for purposes of calculating Pass‐Through Rates and Withheld Amounts, the Net
        Mortgage Rate for any Mortgage Loan or Trust Subordinate Companion Loan will be determined without regard to any modification, waiver or amendment of the terms of the related Mortgage Loan or Trust Subordinate Companion Loan, whether agreed to by
        the Master Servicer or the Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the Mortgagor; provided, however, that (a) for any Mortgage Loan that does not accrue interest on the basis of a
        360‐day year consisting of twelve 30‐day months, then, solely for purposes of calculating Pass‐Through Rates and the Weighted Average Net Mortgage Rate, the Net Mortgage Rate of such Mortgage Loan or for any one‐month period preceding a related Due
        Date will be the annualized rate at which interest would have to accrue in respect of such Mortgage Loan on the basis of a 360‐day year consisting of twelve 30‐day months in order to produce the aggregate amount of interest actually accrued in
        respect of such Mortgage Loan during such one‐month period at the related Net Mortgage Rate; and (b) with respect to each Actual/360 Mortgage Loan, the Net Mortgage Rate for the one‐month period (i) preceding the Due Dates that occur in January and
        February in any year which is not a leap year or preceding the Due Date that occurs in February in any year which is a leap year (in either case, unless the related Distribution Date is the final Distribution Date), will be determined exclusive of
        any Withheld Amounts, and (ii) preceding the Due Date in March (or February, if the related Distribution Date is the final Distribution Date), will be determined inclusive of the amounts withheld in the immediately preceding January and February,
        if applicable.  With respect to any REO Loan, the Net Mortgage Rate shall be calculated as described above, determined as if the predecessor Mortgage Loan or Trust Subordinate Companion Loan had remained outstanding.

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

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

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

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

      “Nonrecoverable P&I Advance”:  Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan (including any Non‐Serviced Mortgage Loan) or
        REO Loan (other than a portion of an REO Loan related to a Companion Loan) which, in the reasonable judgment of the Master Servicer or the Trustee, as the case may be, will not be ultimately recoverable, together with any accrued and unpaid
        interest thereon at the Reimbursement Rate, from Late Collections or any other recovery on or in respect of such Mortgage Loan or REO Loan; provided, however, that the Special Servicer may, at its option (with respect to any
        Specially Serviced Loan and, prior to the occurrence of a Consultation Termination Event, in consultation with the Directing Certificateholder), make a determination in accordance with the Servicing Standard, that any P&I Advance previously
        made or proposed to be made is a Nonrecoverable P&I Advance and shall deliver to the Master Servicer (and with respect to (i) a Serviced Mortgage Loan, to any Other Servicer, and (ii) a Non‐Serviced Mortgage Loan, to the related Non‐Serviced
        Master Servicer and Non‐Serviced Special Servicer), the Certificate Administrator, the Trustee, the Operating Advisor and the 17g‐5 Information Provider notice of such determination.  Any such determination may be conclusively relied upon by, but
        shall not be binding upon, the Master Servicer and the Trustee, provided, however, that the Special Servicer shall have no such obligation to make an affirmative determination that any P&I Advance is or would be recoverable and
        in the absence of a determination by the Special Servicer that such P&I Advance is or would be a Nonrecoverable P&I Advance, such decision shall remain with the Master Servicer or Trustee, as applicable.  If the Special Servicer makes a
        determination that only a portion, and not all, of any previously made or proposed P&I Advance is a Nonrecoverable P&I Advance, the Master Servicer and the Trustee shall have the right to make its own subsequent determination that any
        remaining portion of any such previously made or proposed P&I Advance is a Nonrecoverable P&I Advance.  With respect to any Non‐Serviced Whole Loan, if any Non‐Serviced Master Servicer or Non‐Serviced Special Servicer, as applicable, in
        connection with a securitization of the related Non‐Serviced Companion Loan determines that a P&I Advance with respect to the related Non‐Serviced Companion Loan, if made, would be a Nonrecoverable P&I Advance, such determination shall not
        be binding on the Master Servicer and the Trustee as it relates to any proposed P&I Advance with respect to the related Non‐Serviced Mortgage Loan.  Similarly, with respect to the related Non‐Serviced Mortgage Loan, if the Master Servicer, the
        Special Servicer or the Trustee, as applicable, determines that any P&I Advance with respect to a related Non‐Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding on the related
        Non‐Serviced Master Servicer and related Non‐Serviced Trustee as it relates to any proposed P&I Advance with respect to the related Non‐Serviced Companion Loan (unless the related Non‐Serviced Pooling Agreement provides otherwise).  In making
        such recoverability determination, the Master Servicer, Special Servicer or Trustee, as applicable, shall be entitled (a) to consider (among other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan, Companion
        Loan or Trust Subordinate Companion Loan as it may have been modified and (ii) the related Mortgaged Properties in their “as-is” or then‐current conditions and occupancies, as modified by such party’s assumptions (consistent with the Servicing
        Standard in the case of the Master Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future adverse change with respect to
        such Mortgaged

      
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      Properties, (b) to estimate and consider (among other things) future expenses, (c) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer and the Special
        Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) the timing of recoveries, (d) to give due regard to the existence of any Nonrecoverable Advances the recovery of
        which, at the time of such consideration, are being deferred or delayed by the Master Servicer, the Trustee or the Special Servicer, in light of the fact that related proceeds are a source of recovery not only for the Advance under consideration
        but also a potential source of recovery for such delayed or deferred Advance and (e) with respect to a Non‐Serviced Whole Loan, any non-recoverability determination of the Non‐Serviced Master Servicer or Non‐Serviced Trustee under the related
        Non‐Serviced Pooling Agreement relating to a principal and interest advance for a Non‐Serviced Companion Loan.  In addition, any Person, in considering whether a P&I Advance is a Nonrecoverable Advance, shall be entitled to give due regard to
        the existence of any outstanding Nonrecoverable Advance or Workout‐Delayed Reimbursement Amount with respect to other Mortgage Loans, the reimbursement of which, at the time of such consideration, is being deferred or delayed by the Master
        Servicer, the Trustee or the Special Servicer because there is insufficient principal available for such recovery, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the P&I Advance under
        consideration, but also as a potential source of reimbursement of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amounts which are or may be being deferred or delayed.  In addition, any such Person may update or change its
        recoverability determinations at any time (but not reverse any other Person’s determination that an Advance is a Nonrecoverable Advance) and, consistent with the Servicing Standard, in the case of the Master Servicer or in its good faith business
        judgment in the case of the Trustee (solely in its capacity as Trustee), may obtain at the expense of the Trust any reasonably required analysis, Appraisals or market value estimates or other information for making a recoverability determination
        (and, upon the reasonable request by the Trustee, Master Servicer or Special Servicer, as applicable, the Master Servicer and the Special Servicer shall deliver any relevant Appraisals or market value estimates in its possession to the requesting
        party for such purpose).  Absent bad faith, the Master Servicer’s, Special Servicer’s or the Trustee’s determination as to the recoverability of any P&I Advance shall be conclusive and binding on the Certificateholders.  The determination by
        the Master Servicer, the Special Servicer or the Trustee, as the case may be, that it has made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance, or any updated or
        changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered by either the Special Servicer or the Master Servicer to the other and to the Trustee, the Certificate Administrator, the Directing Certificateholder
        (but only prior to the occurrence of a Consultation Termination Event) (and, in the case of a Serviced Mortgage Loan, any Other Servicer), the Operating Advisor (but only in the case of the Special Servicer) and the Depositor, or by the Trustee to
        the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator (and, in the case of a Serviced Mortgage Loan, any Other Servicer).  The Officer’s Certificate shall set forth such determination of
        nonrecoverability and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination (which shall be accompanied by, to the extent available, related income and expense
        statements, rent rolls, occupancy status, property inspections and any other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination and shall include any existing

      
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      Appraisal of the related Mortgage Loan or the related Mortgaged Property).  The Trustee shall be entitled to conclusively rely on the Master Servicer’s or Special Servicer’s determination that a
        P&I Advance is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination that a P&I Advance is or would be nonrecoverable.  In the case of a cross-collateralized
        Mortgage Loan (if any), such recoverability determination shall take into account the cross-collateralization of the related cross-collateralized Mortgage Loan.

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

      
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      the Trustee, Master Servicer or Special Servicer, as applicable, the Master Servicer and the Special Servicer shall deliver any relevant Appraisals or market value estimates in its possession to the
        requesting party for such purpose).  Absent bad faith, the Master Servicer’s, Special Servicer’s or the Trustee’s determination as to the recoverability of any Servicing Advance shall be conclusive and binding on the Certificateholders.  The
        determination by the Master Servicer, the Special Servicer or the Trustee, as the case may be, that it has made a Nonrecoverable Servicing Advance or that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance,
        or any updated or changed recoverability determination, shall be evidenced by an Officer’s Certificate delivered by either of the Special Servicer or Master Servicer to the other and to the Trustee, the Certificate Administrator, the Directing
        Certificateholder (but only prior to the occurrence of a Consultation Termination Event) (and in the case of a Serviced Mortgage Loan, any Other Servicer and Other Trustee), the Operating Advisor (but only in the case of the Special Servicer) and
        the Depositor, or by the Trustee to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator (and in the case of a Serviced Mortgage Loan, any Other Servicer); provided, however,
        that the Special Servicer may, at its option (with respect to any Specially Serviced Loan, prior to the occurrence of a Consultation Termination Event, in consultation with the Directing Certificateholder) make a determination in accordance with
        the Servicing Standard, that any Servicing Advance previously made or proposed to be made is a Nonrecoverable Servicing Advance and shall deliver to the Master Servicer (and with respect to a Serviced Mortgage Loan, the Master Servicer shall
        deliver to the applicable master servicer under the related Other Pooling and Servicing Agreement, and with respect to a Non‐Serviced Mortgage Loan, the Master Servicer shall deliver to the related Non‐Serviced Master Servicer), the Certificate
        Administrator, the Trustee, the Operating Advisor and the 17g-5 Information Provider notice of such determination.  Any such determination may be conclusively relied upon by, but shall not be binding upon, the Master Servicer and the Trustee, provided,
        however, that the Special Servicer shall have no such obligation to make an affirmative determination that any Servicing Advance is or would be recoverable and in the absence of a determination by the Special Servicer that such Servicing
        Advance is or would be a Nonrecoverable Servicing Advance, such decision shall remain with the Master Servicer or the Trustee, as applicable.  If the Special Servicer makes a determination that only a portion, and not all, of any previously made or
        proposed Servicing Advance is a Nonrecoverable Servicing Advance, the Master Servicer and the Trustee shall each have the right to make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing
        Advance is a Nonrecoverable Servicing Advance.  The Officer’s Certificate shall set forth such determination of nonrecoverability and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis
        of such determination (which shall be accompanied by, to the extent available, related income and expense statements, rent rolls, occupancy status, property inspections and any other information used by the Master Servicer, the Special Servicer or
        the Trustee, as applicable, to make such determination and shall include any existing Appraisal with respect to the related Mortgage Loan, Serviced Companion Loan or Trust Subordinate Companion Loan, as applicable, or related Mortgaged Property). 
        The Special Servicer shall promptly furnish any party required to make Servicing Advances hereunder with any information in its possession regarding the Specially Serviced Loans and REO Properties as such party required to make Servicing Advances
        may reasonably request for purposes of making recoverability determinations.  The Trustee shall be entitled to conclusively rely on the Master

      
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      Servicer’s or Special Servicer’s, as the case may be, determination that a Servicing Advance is or would be nonrecoverable, and the Master Servicer shall be entitled to conclusively rely on the
        Special Servicer’s determination that a Servicing Advance is or would be nonrecoverable.  Notwithstanding anything herein to the contrary, if the Special Servicer requests that the Master Servicer make a Servicing Advance, the Master Servicer may
        conclusively rely on such request as evidence that such advance is not a Nonrecoverable Servicing Advance; provided, however, the Special Servicer shall not be entitled to make such a request more frequently than once per calendar
        month with respect to Servicing Advances other than emergency advances (although such request may relate to more than one Servicing Advance).  In the case of a cross-collateralized Mortgage Loan (if any), such recoverability determination shall
        take into account the cross-collateralization of the related cross-collateralized Mortgage Loan.  The determination as to the recoverability of any servicing advance previously made or proposed to be made in respect of a Non‐Serviced Whole Loan
        shall be made by the related Non‐Serviced Master Servicer, Non‐Serviced Special Servicer or Non‐Serviced Trustee, as the case may be, pursuant to the Non‐Serviced Pooling Agreement.

      “Non‐Registered Certificate”:  Unless and until registered under the Securities Act, any [LOAN-SPECIFIC], Class [X-D], Class [X-E], Class [X-F], Class [X-NR], Class [D],
        Class [E], Class [F], Class [NR], Class [R] or Class [ARD] Certificate.

      “Non‐Serviced Certificate Administrator”:  The “Certificate Administrator” under a Non‐Serviced Pooling Agreement.

      “Non‐Serviced Companion Loan”:  Each Companion Loan that is part of a Non‐Serviced Whole Loan.

      “Non‐Serviced Custodian”:  Any custodian under a Non‐Serviced Pooling Agreement.

      “Non‐Serviced Companion Loan”:  [The Non‐Serviced Pari Passu Companion Loan.]

      “Non‐Serviced Depositor”:  The “Depositor” under a Non‐Serviced Pooling Agreement.

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

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

      “Non‐Serviced Intercreditor Agreement”:  Each of the Intercreditor Agreements related to the Whole Loans identified as (i) “Non‐Serviced” under the column entitled “Type”
        in the “Whole Loan” chart in the Preliminary Statement or (ii) “Servicing Shift” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement, on and after the related Servicing Shift Securitization Date.

      
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      “Non‐Serviced Master Servicer”:  The “Master Servicer” under a Non‐Serviced Pooling Agreement.

      “Non‐Serviced Mortgage Loan”:  Each of the Mortgage Loans identified as (i) “Non‐Serviced” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary
        Statement or (ii) “Servicing Shift” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement, on and after the related Servicing Shift Securitization Date.

      “Non‐Serviced Mortgaged Property”:  With respect to each Non‐Serviced Mortgage Loan, Non‐Serviced Companion Loan and Non‐Serviced Whole Loan, the related Mortgaged Property
        that secures such Non‐Serviced Mortgage Loan, Non‐Serviced Companion Loan and Non‐Serviced Whole Loan.

      “Non‐Serviced Operating Advisor”:  The “Operating Advisor” under a Non‐Serviced Pooling Agreement.

      “Non‐Serviced Paying Agent”:  The “Paying Agent” under a Non‐Serviced Pooling Agreement.

      “Non‐Serviced Pooling Agreement”:  A pooling and servicing agreement or trust and servicing agreement governing the servicing and administration of a Non‐Serviced Whole
        Loan.  The table and footnotes under the heading “Whole Loans” in the Preliminary Statement hereto identify the Non‐Serviced Pooling Agreements relating to the Trust as of the Closing Date.

      “Non‐Serviced Primary Servicing Fee Rate”:  With respect to each Non‐Serviced Mortgage Loan, the per annum rate set forth in the
        table and footnotes under the heading “Whole Loans” in the Preliminary Statement hereto.

      “Non‐Serviced Special Servicer”:  The “Special Servicer” under a Non‐Serviced Pooling Agreement.

      “Non‐Serviced Trust”:  The “Trust” formed under a Non‐Serviced Pooling Agreement.

      “Non‐Serviced Trustee”:  The “Trustee” under a Non‐Serviced Pooling Agreement.

      “Non‐Serviced Whole Loan”:  A Whole Loan that is serviced and administered under a pooling and servicing agreement or trust and servicing agreement other than this
        Agreement.  The table and footnotes under the heading “Whole Loans” in the Preliminary Statement hereto identify the Non‐Serviced Whole Loans relating to the Trust as of the Closing Date.  Each Servicing Shift Whole Loan will be a Non‐Serviced
        Whole Loan on and after its related Servicing Shift Date.

      “Non‐Serviced Whole Loan Controlling Holder”:  The “directing certificateholder” or similarly defined party under a Non‐Serviced Pooling Agreement.

      
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      “Non‐Specially Serviced Loan”: Any Mortgage Loan (other than a Non‐Serviced Mortgage Loan) or Serviced Companion Loan that is not a Specially Serviced Loan.

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

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

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

      “Notional Amount”:  In the case of the Class [X-A] Certificates, the Class [X-A] Notional Amount; in the case of the Class [X-B] Certificates, the Class [X-B] Notional
        Amount; in the case of the Class [X-D] Certificates, the Class [X-D] Notional Amount; in the case of the Class [X-E] Certificates, the Class [X-E] Notional Amount; in the case of the Class [X-F] Certificates, the Class [X-F] Notional Amount, and in
        the case of the Class [X-NR] Certificates, the Class [X-NR] Notional Amount.

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

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

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

      “Offered Certificates”:  The Class [A‐1], Class [A‐2], Class [A‐3], Class [A‐4], Class [A‐5], Class [A‐SB], Class [A‐S], Class [B], Class [C], Class [EC], Class [X A] and
        Class [X B] Certificates.

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

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

      “Operating Advisor”:  [OPERATING ADVISOR], and its successors‐in‐interest and assigns, or any successor operating advisor appointed as herein provided.

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

      
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      [“Operating Advisor Consultation Event”:  The occurrence of the aggregate Certificate Balance of the [HORIZONTAL RESIDUAL INTEREST CLASSES] (taking into account the
        application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of such Classes) being reduced to less than 25% of the initial aggregate Certificate Balance of the [HORIZONTAL RESIDUAL INTEREST CLASSES].]

      “Operating Advisor Consulting Fee”:  A fee for each Major Decision on which the Operating Advisor has consulting obligations and performed its duties with respect to such
        Major Decision equal to $[_____] or such lesser amount as the related Mortgagor agrees to pay with respect to any Mortgage Loan (other than the Non‐Serviced Mortgage Loan), payable pursuant to Section 3.05 of this Agreement; except
        that (1) no such fee shall be payable unless specifically paid by the related Mortgagor as a separately identifiable fee; (2) the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major
        Decision; and (3) the Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if (i) it determines that such full or partial waiver is in accordance
        with the Servicing Standard and (ii) it consults, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction.

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

      “Operating Advisor Fee”:  With respect to each Mortgage Loan, REO Loan, Non‐Serviced Mortgage Loan and Trust Subordinate Companion Loan (but not any Companion Loan), the
        fee payable to the Operating Advisor pursuant to Section 3.26(i).

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

      “Operating Advisor Standard”:  The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best interest of, and for the benefit of, the
        Certificateholders and, with respect to any Serviced Whole Loan for the benefit of the holders of the related Companion Loan (as a collective whole as if such Certificateholders and Companion Holders constituted a single lender), and not to any
        particular Class of Certificateholders (as determined by the Operating Advisor in the exercise of its good faith and reasonable judgment), but without regard to any conflict of interest arising from any relationship that the Operating Advisor or
        any of its Affiliates may have with any of the underlying Mortgagors, a manager of a Mortgaged Property, the Mortgage Loan Sellers, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Directing
        Certificateholder, any Certificateholder or any of their Affiliates.

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

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

        

      

      
        

        

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

        

      

      
        

        

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

        

      

      
        

        

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

        

      

      
        

        

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

        

      

      
        

        

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

        

      

      “Opinion of Counsel”:  A written opinion of counsel, who may, without limitation, be salaried counsel for the Depositor, the Master Servicer, the Special Servicer, the
        Operating Advisor or the Asset Representations Reviewer, acceptable in form and delivered to

      
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      the Trustee and the Certificate Administrator, except that any opinion of counsel relating to (a) the qualification of any Trust REMIC as a REMIC, (b) compliance with the REMIC Provisions, (c) the
        qualification of the Grantor Trust as a grantor trust, or (d) the resignation of the Master Servicer, the Special Servicer or the Depositor pursuant to Section 6.05, must be an opinion of counsel who is in fact Independent of the Depositor,
        the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.

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

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

      “Original Notional Amount”:  With respect to the Class [X-A] Notional Amount, the Class [X-B] Notional Amount, the Class [NON-OFFERED IO] Notional Amount, the Class [X-D]
        Notional Amount, the Class [X-E] Notional Amount, the Class [X-F] Notional Amount, and the Class [X-NR] Notional Amount, the applicable initial Notional Amount thereof as of the Closing Date, as specified in the Preliminary Statement.

      “Originator”:  [IDENTIFY EACH 20% ORIGINATOR OF THE SECURITIZATION THAT WILL BE REQUIRED TO SATISFY A PORTION OF THE RISK RETENTION REQUIREMENTS FOR THE SECURITIZATION].

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

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

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

      “Other Securitization”:  As defined in Section 11.06.

      “Other Servicer”:  Any master servicer or special servicer, as applicable, under an Other Pooling and Servicing Agreement.  With respect to the delivery of any notices,
        reports or other information required to be delivered pursuant to this Agreement by any party hereto to an Other Servicer, “Other Servicer” shall mean the master servicer under the applicable Other Pooling and Servicing Agreement and, only to the
        extent required by or contemplated by the related Intercreditor Agreement, the special servicer under the applicable Other Pooling and Servicing Agreement.

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

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

      “Pari Passu Companion Loan”:  A Companion Loan that is pari passu in right of payment with the Mortgage Loan included in the
        related Whole Loan.

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

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

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

      “Pass‐Through Rate”:  Any of the Class [A-1] Pass‐Through Rate, the Class [A-2] Pass‐Through Rate, the Class [A-3] Pass‐Through Rate, the Class [A-4] Pass‐Through Rate, the
        Class [A-5] Pass‐Through Rate, the Class [A-SB] Pass‐Through Rate, the Class [A-S] Pass‐Through Rate, the Class [B] Pass‐Through Rate, the Class [C] Pass‐Through Rate, the Class [D] Pass‐Through Rate, the Class [E] Pass‐Through Rate, the Class [F]
        Pass‐Through Rate, the Class [NR] Pass‐Through Rate, the Class [X-A] Pass‐Through Rate, the Class [X-B] Pass‐Through Rate, the Class [X-D] Pass‐Through Rate, the Class [X-E] Pass‐Through Rate, the Class [X-F] Pass‐Through Rate, the Class [X-NR]
        Pass‐Through Rate or the [LOAN-SPECIFIC] Pass‐Through Rate, as the case may be.

      “PCAOB”:  The Public Company Accounting Oversight Board.

      “Penalty Charges”:  With respect to any Mortgage Loan (other than the Non‐Serviced Mortgage Loan), Serviced Companion Loan or Trust Subordinate Companion Loan (or any
        successor REO Loan), any amounts actually collected thereon (or, in the case of a Serviced Companion Loan or Trust Subordinate Companion Loan (or any successor REO Loan thereto) that is part of a Serviced Whole Loan or Trust AB Whole Loan, as
        applicable, actually collected on such Serviced Whole Loan or Trust AB Whole Loan, as applicable, and allocated and paid on such Serviced Companion Loan or Trust Subordinate Companion Loan, as applicable (or any successor REO Loan) in accordance
        with the related Intercreditor Agreement) that represent late payment charges or Default Interest, other than a Yield Maintenance Charge or any Excess Interest.

      “Percentage Interest”:  As to any Certificate (other than the Class [R] and Class [ARD] Certificates), the percentage interest evidenced thereby in distributions required
        to be made with respect to the related Class.  With respect to any Certificate (other than the Class [R] and Class [ARD] Certificates), the percentage interest is equal to the Denomination of such Certificate divided by the Original Certificate
        Balance or Original Notional Amount, as applicable, of such Class of Certificates as of the Closing Date.  For these purposes on any Determination Date, the “Denomination as of the Closing Date” of any Exchangeable Certificate or any Class [EC]
        Certificate received in an exchange will be determined as if such certificate

      
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      was part of the related class on the Closing Date, the “Denomination as of the Closing Date” of any Exchangeable Certificate or any Class [EC] Certificate surrendered in an exchange will be
        determined as if such certificate was not part of the related class on the Closing Date and the Original Certificate Balance of the related class of Exchangeable Certificates or Class [EC] Certificates will be determined as if such class consisted
        only of the certificates composing the class on that Determination Date and such certificates had been outstanding as of the Closing Date.  With respect to a Class [R] Certificate or a Class [ARD] Certificate, the percentage interest is set forth
        on the face thereof.

      “Performance Certification”:  As defined in Section 11.06.

      “Performing Party”:  As defined in Section 11.12.

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

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

      
        

        

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

        

      

      
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          (ii) time deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the date of issuance and are issued or held by any
            depository institution or trust company (including the Trustee) incorporated or organized under the laws of the United States of America or any State thereof and subject to supervision and examination by federal or state banking authorities
            (A) in the case of such investments with maturities of thirty (30) days or less, the short‐term debt obligations of which are rated in the highest short‐term rating category by [RA1] or the long‐term debt obligations of which are rated at least
            “[__]” by [RA1], (B) in the case of such investments with maturities of three (3) months or less, but more than thirty (30) days, the short‐term obligations of which are rated in the highest short‐term rating category by [RA1] and the long‐term
            obligations of which are rated at least “[__]” by [RA1], (C) in the case of such investments with maturities of six (6) months or less, but more than three (3) months, the short‐term obligations of which are rated in the highest short‐term
            rating category by [RA1] and the long‐term obligations of which are rated at least “[__]” by [RA1], (D) in the case of such investments with maturities of more than six (6) months, the short‐term obligations of which are rated in the highest
            short‐term rating category by [RA1] and the long‐term obligations of which are rated “[__]” by [RA1] (or, in each case, if permitted by the related Mortgage Loan, if not rated by [RA1], otherwise acceptable to [RA1], as confirmed in writing
            that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then‐current ratings assigned to the Certificates), (E) for short‐term debt obligations, a rating in the highest short‐term rating
            category by [RA2] and, in the case of such investments with a term in excess of thirty (30) days, the long-term debt obligations of which are rated at least “[__]” by [RA2], (F) for maturities of less than three (3) months, a short‐term rating
            of “[__]” by [RA3] (if then rated by [RA3] and, if not so rated, by two other NRSROs (which may be [RA1] and [RA2])), (G) for maturities greater than three (3) months, a long-term rating of “[__]” by [RA3] (if then rated by [RA3] and, if not so
            rated, by two other NRSROs (which may be [RA1] and [RA2])) and (H) the commercial paper or other short‐ term debt obligations of such depository institution or trust company are rated in the highest rating categories of each Rating Agency or
            such other rating as would not result in the downgrading, withdrawal or qualification of the then‐current rating assigned by each Rating Agency to any Class of Certificates (or, insofar as there is then outstanding any class of Serviced
            Companion Loan Securities that is then rated by such rating agency, such class of securities) as evidenced in writing;

        

      

      
        

        

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

        

      

      
        

        

        
          (iv) debt obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any state thereof which
            mature in one (1) year or less from the date of acquisition,

        

      

      
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      which debt obligations are rated in the highest rating categories of each Rating Agency (in the case of [RA3], if then rated by [RA3] and, if not so rated, by two other NRSROs
        (which may be [RA1] and [RA2])), if the obligations mature within 60 days; provided, however, that securities issued by any particular corporation will not be Permitted Investments to the extent that investment therein will cause
        the then outstanding principal amount of securities issued by such corporation and held in the accounts established hereunder to exceed 10% of the sum of the aggregate principal balance and the aggregate principal amount of all Permitted
        Investments in such accounts;

      
        

        

        
          (v) commercial paper (including both non‐interest bearing discount obligations and interest bearing obligations) of any corporation or other entity organized under the laws
            of the United States or any state thereof payable on demand or on a specified date maturing in one (1) year or less from the date of acquisition thereof and which is rated in the highest rating category of each Rating Agency (in the case of
            [RA3], if then rated by [RA3] and, if not so rated, by two other NRSROs (which may be [RA1] and [RA2]));

        

      

      
        

        

        
          (vi) money market funds, rated in the highest rating categories of each Rating Agency (if so rated by each such Rating Agency (and if not rated by any such Rating Agency, an
            equivalent rating (or higher) by at least two (2) NRSROs (which may include [RA2], [RA5], [RA3], [RA1] and/or [RA4]))), which may include the [FUND] if so qualified;

        

      

      
        

        

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

        

      

      
        

        

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

        

      

      provided, however, that (a) each Permitted Investment qualifies as a “cash flow investment” pursuant to Section 860G(a)(6) of the Code, and that (i) it shall have a predetermined
        fixed dollar of principal due at maturity that cannot vary or change and (ii) any such investment that provides for a variable rate of interest must have an interest rate that is tied to a single interest rate index plus a fixed spread, if any, and
        move proportionately with such index; (b) no such instrument

      
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      shall be a Permitted Investment (i) if such instrument evidences principal and interest payments derived from obligations underlying such instrument and the interest payments with respect to such
        instrument provide a yield to maturity at the time of acquisition of greater than 120% of the yield to maturity at par of such underlying obligations or (ii) if such instrument may be redeemed at a price below the purchase price; and (c) no amount
        beneficially owned by any Trust REMIC (even if not yet deposited in the Trust) may be invested in investments (other than money market funds) treated as equity interests for federal income tax purposes, unless the Master Servicer receives an
        Opinion of Counsel, at its own expense, to the effect that such investment will not adversely affect the status of any Trust REMIC.  Permitted Investments subject to prepayment or call may not be purchased at a price in excess of par and may not be
        interest‐only securities.

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

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

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

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

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

      “Preliminary Prospectus”: The preliminary Prospectus, dated [DATE].

      “Prepayment Assumption”:  A “constant prepayment rate” of 0% used for determining the accrual of original issue discount and market discount, if any, and the amortization
        premium, if any, on the Certificates for federal income tax purposes; provided that it is assumed that each Mortgage Loan with an Anticipated Repayment Date prepays on such date.

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

      “Prepayment Interest Shortfall”:  For any Distribution Date and with respect to any Mortgage Loan or Serviced Whole Loan that was subject to a Principal Prepayment in full
        or in part during the related Collection Period, which Principal Prepayment was applied to such Mortgage Loan or Serviced Whole Loan (with such prepayment allocated between the related Mortgage Loan and Serviced Companion Loan in accordance with
        the related Intercreditor Agreement), as applicable, after the related Determination Date (or, with respect to each Mortgage Loan or Serviced Companion Loan, as applicable, with a Due Date occurring after the related Determination Date, the related
        Due Date) and prior to the following Due Date, the amount of interest (net of the related Servicing Fees and any Excess Interest), to the extent not collected from the related Mortgagor (without regard to any Prepayment Premium or Yield Maintenance
        Charge actually collected), that would have accrued at a rate per annum equal to the sum of (x) the related Net Mortgage Rate for such Mortgage Loan or Serviced Whole Loan, as applicable and (y) the
        Certificate Administrator Fee Rate, the Operating Advisor Fee Rate and Asset Representations Reviewer Fee Rate, on the amount of such Principal Prepayment during the period commencing on the date as of which such Principal Prepayment was applied to
        such Mortgage Loan or Serviced Whole Loan, as applicable, and ending on such following Due Date.  With respect to any AB Whole Loan, any Prepayment Interest Shortfall for any Distribution Date shall be allocated first to the related AB Subordinate
        Companion Loan (and, with respect to the Trust Subordinate Companion Loan, correspondingly to the Class [LOAN‐SPECIFIC CLASS] Certificates) and then to the related Mortgage Loan.  Shortfalls allocable to the Trust Subordinate Companion Loan as a
        result of Prepayment Interest Shortfalls not covered by Compensating Interest Payments shall be allocated to the [LOAN‐SPECIFIC CLASS] Certificates.

      “Prepayment Premium”:  With respect to any Mortgage Loan, any premium, fee or other additional amount (other than a Yield Maintenance Charge) paid or payable, as the
        context requires, by a Mortgagor in connection with a principal prepayment on, or other early collection of principal of, that Mortgage Loan or any successor REO Loan with respect thereto (including any payoff of a Mortgage Loan by a mezzanine
        lender on behalf of the subject Mortgagor if and as set forth in the related Intercreditor Agreement).

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

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

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

      “Principal Balance Certificates”:  Each of the Class [A‐1], Class [A‐2], Class [A‐3], Class [A‐4], Class [A‐5], Class [A‐SB], Class [A‐S], Class [B], Class [C], Class [EC],
        Class [D], Class [E], Class [F] and Class [NR] Certificates.

      “Principal Distribution Amount”:  With respect to any Distribution Date and the Principal Balance Certificates, an amount equal to the sum of the following amounts: (a) the
        Principal Shortfall for such Distribution Date, (b) the Scheduled Principal Distribution Amount for such Distribution Date and (c) the Unscheduled Principal Distribution Amount for such Distribution Date; provided that the Principal
        Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements of (A) Nonrecoverable Advances (including any servicing advance with respect to the Non‐Serviced Mortgage Loan under the
        related Non‐Serviced Pooling Agreement reimbursed out of general collections on the Mortgage Loans), with interest on such Nonrecoverable Advances at the Reimbursement Rate that are paid or reimbursed from principal collections on the Mortgage
        Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date and (B) Workout‐Delayed Reimbursement Amounts paid or reimbursed from principal collections
        on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date (provided that, in the case of clauses (A) and (B)
        above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including REO Loans) are subsequently recovered on the related Mortgage Loan (or REO Loan), such recovery will increase the Principal Distribution
        Amount for the Distribution Date related to the period in which such recovery occurs).

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

      “Principal Shortfall”:  For any Distribution Date after the initial Distribution Date with respect to the Mortgage Loans, the amount, if any, by which (a) the related
        Principal Distribution Amount for the preceding Distribution Date, exceeds (b) the aggregate amount

      
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      actually distributed on the preceding Distribution Date in respect of such Principal Distribution Amount.  The Principal Shortfall for the initial Distribution Date will be zero.

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

      “Privileged Information”:  Any (i) correspondence between the Directing Certificateholder [or the Risk Retention Consultation Party, on the one hand] and the Special
        Servicer[, on the other hand] related to any Specially Serviced Loan or the exercise of the Directing Certificateholder’s consent or consultation rights [or the Risk Retention Consultation Party’s consultation] under this Agreement, (ii)
        strategically sensitive information that the Special Servicer has reasonably determined could compromise the Trust’s position in any ongoing or future negotiations with the related Mortgagor or other interested party and (iii) information subject
        to attorney-client privilege.  Both the Master Servicer and the Special Servicer shall be entitled to rely on any identification of materials as “attorney-client privileged” without liability for any such reliance hereunder.

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

      “Privileged Person”:  The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master Servicer, the Special Servicer
        (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, any Additional Servicer designated by the Master Servicer or the Special Servicer, the Operating Advisor, any Affiliate of the
        Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Holder who provides an Investor Certification, any Person (including the Directing Certificateholder [and the Risk Retention Consultation
        Party]) who provides the Certificate Administrator with an Investor Certification and any NRSRO (including any Rating Agency) that provides the Certificate Administrator with an NRSRO Certification, which Investor Certification and NRSRO
        Certification may be submitted electronically via the Certificate Administrator’s Website; provided, however, that in no event may a Borrower Party (other than a Borrower Party that is the Special Servicer) be entitled to receive
        (a) if such party is the Directing Certificateholder or any Controlling Class Certificateholder, any Excluded Information via the Certificate

      
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      Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded
        Controlling Class Loan(s)), and (b) if such party is not the Directing Certificateholder or any Controlling Class Certificateholder [or the Risk Retention Consultation Party], any information other than the Distribution Date Statement.  In
        determining whether any Person is an Additional Servicer or an Affiliate of the Operating Advisor, the Certificate Administrator may rely on direction by the Master Servicer, the Special Servicer, any Mortgage Loan Seller or the Operating Advisor,
        as the case may be.

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

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

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

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

      “Prospectus”:  The Prospectus, dated [DATE].

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

      “PTCE”:  Prohibited Transaction Class Exemption.

                “Purchase Price”:  With respect to any Mortgage Loan or Trust Subordinate Companion Loan (or any related REO Loan) (including, to the extent required pursuant to the final paragraph
        hereof, any related Companion Loan) to be purchased pursuant to (A) Section 6 of the related Mortgage Loan Purchase Agreement by the related Mortgage Loan Seller, (B) Section 3.16, or (C) Section 9.01, a price, without duplication,
        equal to:

      
        

        

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

        

      

      
        

        

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

        

      

      
        

        

        
          (iii) all related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate, Special Servicing Fees (whether paid or
            unpaid) and any other additional Trust Fund

        

      

      
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      expenses (except for Liquidation Fees) in respect of such Mortgage Loan or the related Trust Subordinate Companion Loan (or related REO Loan (including for such purpose, to the
        extent required pursuant to the final paragraph hereof, the related Companion Loan)), if any; plus

      
        

        

        
          (iv) if such Mortgage Loan or Trust Subordinate Companion Loan (or related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller, pursuant to
            Section 6 of the applicable Mortgage Loan Purchase Agreement, all reasonable out-of-pocket expenses reasonably incurred or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, Asset
            Representations Reviewer or the Trustee in respect of the omission, breach or defect giving rise to the repurchase or substitution obligation, including any Asset Representations Reviewer Asset Review Fee to the extent not previously paid by
            the related Mortgage Loan Seller and any expenses arising out of the enforcement of the repurchase or substitution obligation, including, without limitation, legal fees and expenses and any additional Trust Fund expenses relating to such
            Mortgage Loan or the related Trust Subordinate Companion Loan (or related REO Loan); provided, however, that such out-of-pocket expenses shall not include expenses incurred by Certificateholders or Certificate Owners in
            instituting an Asset Review Vote Election, in taking part in an Asset Review vote or in exercising such Certificateholder’s or Certificate Owner’s, as applicable, rights under the dispute resolution mechanics pursuant to Section 2.03(k)
            hereof; plus

        

      

      
        

        

        
          (v) Liquidation Fees, if any, payable with respect to such Mortgage Loan or Trust Subordinate Companion Loan (or related REO Loan (including for such purpose, to the extent
            required pursuant to the final paragraph hereof, the related Companion Loan(s))) (which will not include any Liquidation Fees if such repurchase occurs prior to the expiration of the Extended Cure Period).

        

      

      Solely with respect to any Serviced Whole Loan or Trust AB Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase Price” shall mean the amount calculated in
        accordance with the preceding sentence in respect of the related Whole Loan or Trust AB Whole Loan, including, for such purposes, the Mortgage Loan and the related Companion Loan or Trust Subordinate Companion Loan, as applicable.  With respect to
        any REO Property to be sold pursuant to Section 3.16(b), “Purchase Price” shall mean the amount calculated in accordance with the preceding sentence in respect of the related REO Loan (including any related Companion Loan or Trust
        Subordinate Companion Loan).  With respect to any sale pursuant to Section 3.16(a)(ii) or Section 3.16(e) or for purposes of calculating any Gain-on-Sale Proceeds, the “Purchase Price” shall be allocated between the related Mortgage
        Loan and Companion Loan or Trust Subordinate Companion Loan, as applicable, in accordance with, and shall be equal to the amount provided pursuant to, the provisions of the related Intercreditor Agreement.  Notwithstanding the foregoing, with
        respect to any repurchase pursuant to subclause (A) and subclause (C) hereof, the “Purchase Price” shall not include any amounts payable in respect of any related Companion Loan.

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

      “Qualified Insurer”:  (i) With respect to any Mortgage Loan, Trust Subordinate Companion Loan, REO Loan or REO Property, an insurance company or security or bonding company
        qualified to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength rating of at least:  (a) “[___]” by [RA1] (or, if not rated by [RA1], at least “[___]” by one other nationally recognized insurance
        rating organization (which may include [RA2] or [RA3])), (b) “[___]” by [RA2] (or, if not rated by [RA2], at least “[___]” by one other nationally recognized insurance rating organization, which may include [RA1] or [RA3]) and (c) “[___]” by [RA3]
        (or, if not rated by [RA3], at least an equivalent rating as that listed above by one other nationally recognized insurance rating organization (which may include [RA1] or [RA2])) and (ii) with respect to the fidelity bond and errors and omissions
        insurance policy required to be maintained pursuant to Section 3.07(c), except as otherwise permitted by Section 3.07(c), an insurance company that has a claims paying ability (or the obligations which are guaranteed or backed by a
        company having such claims paying ability) rated “[___]” by [RA1] and at least one of the following ratings: (a) “[___]” by [RA4], (b) “[___]” by [RA2], (c) “[___]” by A.M. Best Company, Inc. or, (d) “[___]” by [RA3], or, in the case of clauses (i)
        or (ii), any other insurer acceptable to the Rating Agencies, as evidenced by a Rating Agency Confirmation.

      “Qualified Replacement Special Servicer”:  A replacement special servicer that (i) satisfies all of the eligibility requirements applicable to special servicers contained
        in this Agreement, (ii) is not the Operating Advisor, the Asset Representations Reviewer or an Affiliate of the Operating Advisor or the Asset Representations Reviewer, (iii) is not obligated to pay the Operating Advisor (x) any fees or otherwise
        compensate the Operating Advisor in respect of its obligations under this Agreement, and (y) for the appointment of the successor special servicer or the recommendation by the Operating Advisor for the replacement Special Servicer to become the
        Special Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor other than compensation that is not material and is unrelated to the Operating Advisor’s recommendation that such party be appointed as the replacement
        special servicer, (v) is not entitled to receive any fee from the Operating Advisor for its appointment as successor special servicer, in each case, unless such fee is expressly approved by 100% of the Certificateholders, (vi) is not a special
        servicer that has been cited by [RA1] as having servicing concerns as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a rating downgrade or withdrawal)
        of securities in a transaction serviced by the applicable servicer prior to the time of determination, (vii) currently has a special servicer rating of at least “[___]” from [RA2] and (viii) is not a special servicer that has been cited by [RA3] as
        having servicing concerns as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced
        by the applicable servicer prior to the time of determination.

      “Qualified Substitute Mortgage Loan”:  A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution will be permitted) replacing a
        removed Mortgage Loan or Trust Subordinate Companion Loan that must, on the date of substitution:

      
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          (i) have an outstanding principal balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, whether or
            not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan or Trust Subordinate Companion Loan as of the Due Date in the calendar month during which the substitution occurs;

        

      

      
        

        

        
          (ii) have a Mortgage Rate not less than the Mortgage Rate of the removed Mortgage Loan or Trust Subordinate Companion Loan;

        

      

      
        

        

        
          (iii) have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan;

        

      

      
        

        

        
          (iv) accrue interest on the same basis as the removed Mortgage Loan or Trust Subordinate Companion Loan (for example, on the basis of a 360 day year consisting of twelve
            30‐day months);

        

      

      
        

        

        
          (v) have a remaining term to stated maturity not greater than, and not more than two (2) years less than, the remaining term to stated maturity of the removed Mortgage Loan;

        

      

      
        
           

          

          (vi) have a then‐current loan-to-value ratio equal to or less than [the lesser of] the loan-to-value ratio for the removed Mortgage Loan or Trust Subordinate Companion Loan
            as of the Closing Date [and [__]%, in each case] using the “value” for the Mortgaged Property as determined using an Appraisal;

        

      

       

        
          (vii) comply as of the date of substitution in all material respects with all of the representations and warranties set forth in the applicable Mortgage Loan Purchase
            Agreement;

        

      

      
        

        

        
          (viii) have an environmental report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property and which will be delivered as
            a part of the related Mortgage File;

        

      

      
        

        

        
          (ix) have a then‐current debt service coverage ratio at least equal to [the greater of] the original debt service coverage ratio of the removed Mortgage Loan or Trust
            Subordinate Companion Loan as of the Closing Date [and [___]x];

        

      

      
        

        

        
          (x) constitute a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the Code as evidenced by an Opinion of Counsel (provided at the applicable
            Mortgage Loan Seller’s expense);

        

      

      
        

        

        
          (xi) not have a maturity date or an amortization period that extends to a date that is after the date two (2) years prior to the Rated Final Distribution Date; (xii) have
            comparable prepayment restrictions to those of the removed Mortgage Loan or Trust Subordinate Companion Loan;

        

      

      
        

        

        
          (xii) not be substituted for a removed Mortgage Loan or Trust Subordinate Companion Loan unless the Trustee and the Certificate

        

      

      
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      Administrator have received Rating Agency Confirmation from each Rating Agency (the cost, if any, of obtaining such Rating Agency Confirmation to be paid by the applicable
        Mortgage Loan Seller);

      
        

        

        
          (xiii) have been approved, so long as a Control Termination Event has not occurred and is not continuing, by the Directing Certificateholder;

        

      

      
        

        

        
          (xiv) prohibit defeasance within two (2) years of the Closing Date;

        

      

      
        

        

        
          (xv) not be substituted for a removed Mortgage Loan or Trust Subordinate Companion Loan if it would result in an Adverse REMIC Event or the imposition of tax other than a tax
            on income expressly permitted or contemplated to be imposed by the terms of this Agreement, as determined by an Opinion of Counsel;

        

      

      
        

        

        
          (xvi) have an engineering report that indicates no material adverse property condition or deferred maintenance with respect to the related Mortgaged Property that will be
            delivered as a part of the related Servicing File; and

        

      

      
        

        

        
          (xvii) be current in the payment of all scheduled payments of principal and interest then due.

        

      

      In the event that more than one mortgage loan is substituted for a removed Mortgage Loan or Trust Subordinate Companion Loan, then the amounts described in clause (i)
        shall be determined on the basis of aggregate Stated Principal Balances and each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements specified in clauses (ii) through (xviii); provided
        that (a) the rates described in clause (ii) above and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted average basis; and (b) no individual Mortgage Rate (net of the Servicing
        Fee Rate, the Certificate Administrator Fee Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property
        Royalty License Fee Rate and, in the case of a Non‐Serviced Mortgage Loan, the related Non‐Serviced Primary Servicing Fee Rate) shall be lower than the highest fixed Pass‐Through Rate (and not based on, or subject to a cap equal to, the Weighted
        Average Net Mortgage Rate) of any Class of Principal Balance Certificates having a Certificate Balance then outstanding.  When a Qualified Substitute Mortgage Loan is substituted for a removed Mortgage Loan or Trust Subordinate Companion Loan, the
        applicable Mortgage Loan Seller shall certify that the Qualified Substitute Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Trustee, the Certificate Administrator and, prior to the
        occurrence of a Consultation Termination Event, the Directing Certificateholder.

      “[RA1]”:  [RATING AGENCY 1], and its successors‐in‐interest.  If neither [RA1] nor any successor remains in existence, “[RA1]” shall be deemed to refer to such other
        nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing
        Certificateholder and the Special Servicer, and

      
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      specific ratings of [RA1] herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

      “[RA2]”:  [RATING AGENCY 2], and its successors in interest.  If neither [RA2] nor any successor remains in existence, “[RA2]” shall be deemed to refer to such other
        nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing
        Certificateholder and the Special Servicer, and specific ratings of [RA2] herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

      “[RA3]”:  [RATING AGENCY 3], and its successors‐in‐interest.  If neither [RA3] nor any successor remains in existence, “[RA3]” shall be deemed to refer to such other
        nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing
        Certificateholder and the Special Servicer and specific ratings of [RA3] herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

      “[RA4]”:  [RATING AGENCY 4], and its successors‐in‐interest.  If neither [RA4] nor any successor remains in existence, “[RA4]” shall be deemed to refer to such other
        nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing
        Certificateholder and the Special Servicer and specific ratings of [RA4] herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

      “[RA5]”:  [RATING AGENCY 5], and its successors‐in‐interest.  If neither [RA5] nor any successor remains in existence, “[RA5]” shall be deemed to refer to such other
        nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing
        Certificateholder and the Special Servicer and specific ratings of [RA5] herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

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

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

      “Rated Final Distribution Date”:  As to each Class of Certificates, the Distribution Date in [DATE].

      “Rating Agency”:  Each of [RA1], [RA2] and [RA3] or their successors‐in‐interest.  If no such rating agency nor any successor thereof remains in existence, “Rating Agency”
        shall be deemed to refer to such nationally recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the Certificate Administrator, the
        Special Servicer and the Master Servicer, and specific ratings of [RA1], [RA2] and [RA3] herein referenced shall be deemed to

      
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      refer to the equivalent ratings of the party so designated.  [THE SPECIFIC NUMBER OF RATING AGENCIES MAY VARY FROM TRANSACTION TO TRANSACTION.]

      “Rating Agency Confirmation”:  With respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed
        action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then‐current rating assigned to any Class of Certificates (if then rated by the Rating Agency); provided
        that a written waiver or other acknowledgment from the Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the Rating Agency Confirmation
        from each Rating Agency with respect to such matter.

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

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

      “Realized Loss”:  As defined in Section 4.04(a).

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

      “Regular Certificates”:  Any of the Class [A-1], Class [A-2], Class [A-3], Class [A-4], Class [A-5], Class [A-SB], Class [A-S], Class [B], Class [C], Class [D], Class [E],
        Class [F], Class [NR], Class [X-A], Class [X-B], Class [X-D], Class [X-E], Class [X-F] and Class [X-NR] Certificates.

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

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

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

      “Regulation D”:  Regulation D under the Act.

      
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      “Regulation RR”:  Regulation RR under the Act, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the
        Commission or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

      “Regulation S”:  Regulation S under the Act.

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

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

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

      	
              
                 

                Related Certificates

              

            	 	
              
                 

                Related Uncertificated

                  Lower-Tier Interest

              

            
	
              Class [A-1] Certificates

            	 	
              Class LA1 Uncertificated Interest

            
	
              Class [A-2] Certificates

            	 	
              Class LA2 Uncertificated Interest

            
	
              Class [A-3] Certificates

            	 	
              Class LA3 Uncertificated Interest

            
	
              Class [A-4] Certificates

            	 	
              Class LA4 Uncertificated Interest

            
	
              Class [A-5] Certificates

            	 	
              Class LA5 Uncertificated Interest

            
	
              Class [A-SB] Certificates

            	 	
              Class LASB Uncertificated Interest

            
	
              Class [A-S] Certificates

            	 	
              Class LAS Uncertificated Interest

            
	
              Class [B] Certificates

            	 	
              Class LB Uncertificated Interest

            
	
              Class [C] Certificates

            	 	
              Class LC Uncertificated Interest

            
	
              Class [D] Certificates

            	 	
              Class LD Uncertificated Interest

            
	
              Class [E] Certificates

            	 	
              Class LE Uncertificated Interest

            
	
              Class [F] Certificates

            	 	
              Class LF Uncertificated Interest

            
	
              Class [NR] Certificates

            	 	
              Class LNR Uncertificated Interest

            


      “Relevant Distribution Date” means with respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date, and (b) any “significant obligor” (within
        the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization holding a Serviced Companion Loan, the “Distribution Date” (or analogous concept) under the related Other Pooling and Servicing Agreement.

      “Relevant Servicing Criteria”:  The Servicing Criteria applicable to a specific party, as set forth on Exhibit AA attached hereto.  For clarification purposes,
        multiple parties can have responsibility for the same Relevant Servicing Criteria.  With respect to a Servicing Function Participant engaged by the Trustee, the Certificate Administrator, the Master Servicer

      
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      or the Special Servicer, the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable to the Master Servicer, the Special Servicer, the Trustee and/or
        the Certificate Administrator.

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

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

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

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

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

      “REO Account”:  A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.14(b) on behalf of the Trustee for
        the benefit of the Certificateholders and with respect to any Serviced Whole Loan or Holders of the Class [LOAN-SPECIFIC] Certificates, as applicable, for the benefit of the related Serviced Companion Noteholder or Trust AB Whole Loan, which shall
        initially be entitled “[__________]”.  Any such account or accounts shall be an Eligible Account.

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

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

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

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

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

      “REO Property”:  A Mortgaged Property acquired by the Special Servicer on behalf of, and in the name of, the Trustee or a nominee thereof for the benefit of the
        Certificateholders (and the related Companion Holder, subject to the related Intercreditor Agreement, with respect to a Mortgaged Property securing a Serviced Whole Loan) to the extent set forth herein and the Trustee (as holder of the Lower-Tier
        Regular Interests) (and also including, if applicable, the Trust’s beneficial interest in a Non‐Serviced Mortgaged Property acquired by the applicable Non‐Serviced Special Servicer on behalf of, and in the name of, the applicable Non‐Serviced
        Trustee or a nominee thereof for the benefit of the certificateholders under the applicable Non‐Serviced Trust) through foreclosure, acceptance of a deed in lieu of foreclosure or otherwise in accordance with applicable law in connection with the
        default or imminent default of a Mortgage Loan.  References herein to the Special Servicer acquiring, maintaining, managing, inspecting, insuring, selling or reporting or to Appraisal Reduction Amounts and Final Recovery Determinations with respect
        to an “REO Property,” shall not include the Trust’s beneficial interest in a Non‐Serviced Mortgaged Property.  For the avoidance

      
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      of doubt, REO Property, to the extent allocable to a Companion Loan, shall not be an asset of the Trust Fund, any Trust REMIC or the Grantor Trust.

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

      “Reportable Event”:  As defined in Section 11.07.

      “Reporting Requirements”:  As defined in Section 11.12.

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

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

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

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

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

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

      “Required Sponsor Retention Amount”:  [INSERT PRINCIPAL BALANCE AND CLASSES OF CERTIFICATES BEING RETAINED BY THE SPONSOR (OR ITS AFFILIATE) IN SATISFACTION OR PARTIAL
        SATISFACTION OF THE RISK RETENTION REQUIREMENTS][INCLUDE FOR TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]

      “Required [ORIGINATOR] Retention Amount”:  [INSERT PRINCIPAL BALANCE AND CLASSES OF CERTIFICATES BEING RETAINED BY [ORIGINATOR] IN PARTIAL SATISFACTION OF THE RISK
        RETENTION REQUIREMENTS][INCLUDE FOR TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]

      “Required Third Party Purchaser Retention Amount”:  [INSERT PRINCIPAL BALANCE AND CLASSES OF CERTIFICATES BEING PURCHASED BY A THIRD PARTY PURCHASER IN SATISFACTION OR
        PARTIAL SATISFACTION OF THE RISK RETENTION REQUIREMENTS][INCLUDE FOR TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]

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

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

      “Resolved”:  With respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related Mortgage Loan has been repurchased in accordance
        with the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been substituted for the related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable Mortgage Loan Seller has paid the Loss
        of Value Payment, (v) a contractually binding agreement entered into between the Enforcing Servicer, on behalf of the Trust, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations under the related Mortgage
        Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of the Trust as a result of a sale or other disposition in accordance with this Agreement.

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

      “Restricted Party”:  As defined in the definition of “Privileged Information Exception”.

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

      [“Retained Defeasance Rights and Obligations”:  A Mortgage Loan that is subject to defeasance and the related Mortgage Loan Seller has transferred to a third party, or has
        retained on behalf of itself or an Affiliate, the right to establish or designate the successor borrower and/or to purchase or cause to be purchased the related defeasance collateral.] [FOR MORTGAGE LOAN SELLERS THAT HAVE RETAINED DEFEASANCE
        RIGHTS]

      “Retained Fee Rate”:  A rate equal to the Servicing Fee payable to the Master Servicer with respect to each Mortgage Loan.

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

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

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

      
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      [“Risk Retention Affiliate” or “Risk Retention Affiliated”:  An “affiliate” of, or “affiliated” with, respectively, as such terms are defined in §43.2 of the Risk
        Retention Rule.]

      “Risk Retention Certificate”: The Horizontal Risk Retention Certificates[ other than the portion comprising the VRR Interest].

      “Risk Retention Consultation Party”:  A Risk Retention Consultation Party shall be the party selected by the Holders of more than 50% of the [Risk Retention
        Certificates][VRR Interest] (by Certificate Balance, as determined by the Certificate Registrar) from time to time.  The initial Risk Retention Consultation Party shall be [____].

      “Risk Retention Rule”:  The final rule that was promulgated to implement the credit risk retention requirements (which such joint final rule has been codified, inter alia, at 12 C.F.R. §43), under Section 15G of the Securities Exchange Act of 1934, as added by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (79 F.R. 77601;
        pages 77740-77766), as such rule may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System,
        the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Securities and Exchange Commission and the Department of Housing and Urban Development in the adopting release (79 F.R. 77601 et
          seq.) or by the staff of any such agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective from time to time.

      “Rule 144A”:  Rule 144A under the Act.

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

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

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

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

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

      “Scheduled Principal Distribution Amount”:  With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal portions of the following: (a) all
        Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during or, if and to the extent not previously received or advanced pursuant to Section 4.03 in respect of a preceding Distribution Date (and not
        previously distributed to Certificateholders), prior to, the related Collection Period, and all Assumed Scheduled Payments with respect to the Mortgage

      
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      Loans for the related Collection Period, in each case to the extent either (i) paid by the Mortgagor as of the Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or
        a Grace Period ending after the related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of the Business Day preceding the related P&I Advance Date) or
        (ii) advanced by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.03 in respect of such Distribution Date, and (b) all Balloon Payments with respect to the Mortgage Loans to the extent received on or prior to the
        related Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after the related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received
        by the Master Servicer as of the Business Day preceding the related P&I Advance Date), and to the extent not included in clause (a) above.

      “Secure Data Room”:  [Description of website accessible by Asset Representations Reviewer for purposes of accessing Diligence Files.]

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

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

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

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

      “Serviced AB Subordinate Companion Loan”:  Any AB Subordinate Companion Loan related to a Serviced AB Whole Loan.

      “Serviced AB Whole Loan”:  Any AB Whole Loan serviced pursuant to this Agreement.

      “Serviced Companion Loan”:  Each of (i) the Pari Passu Companion Loans identified as “Serviced” under the column entitled “Type” in the “Whole Loan” chart in the
        Preliminary Statement, (ii) the Pari Passu Companion Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement, prior to the related Servicing Shift Securitization Date, and
        (iii) any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, as applicable.

      
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      “Serviced Companion Loan Securities”:  Any class of securities backed, wholly or partially, by any Serviced Pari Passu Companion Loan or Serviced AB Companion Loan.

      “Serviced Companion Noteholder”:  A holder of a (i) Serviced Pari Passu Companion Loan or (ii) any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, as
        applicable.

      “Serviced Mortgage Loan”:  Each of (i) the Mortgage Loans identified as “Serviced” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement,
        (ii) the Mortgage Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement, prior to the related Servicing Shift Securitization Date, and (iii) any AB Mortgage Loan related to a
        Serviced AB Whole Loan, as applicable.

      “Serviced Pari Passu Companion Loan”:  Each of the Pari Passu Companion Loans identified as (i) “Serviced” under the column entitled “Type” in the “Whole Loan” chart in the
        Preliminary Statement and (ii) “Servicing Shift” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement, prior to the related Servicing Shift Securitization Date.

      “Serviced Pari Passu Mortgage Loan”:  Each of the Mortgage Loans identified as (i) “Serviced” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary
        Statement and (ii) “Servicing Shift” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement, prior to the related Servicing Shift Securitization Date.

      “Serviced Pari Passu Whole Loan”:  Each of the Whole Loans identified as (i) “Serviced” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary
        Statement that has at least one Serviced Pari Passu Companion Loan and (ii) “Servicing Shift” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement, prior to the related Servicing Shift Securitization Date.

      “Serviced REO Loan”:  Any REO Loan that is serviced by the Special Servicer pursuant to this Agreement.

      “Serviced REO Property”:  Any REO Property that is serviced by the Special Servicer pursuant to this Agreement.

      “Serviced Securitized Companion Loan”:  Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as each such Companion Loan is included in a
        Regulation AB Companion Loan Securitization.

      “Serviced Whole Loan”:  Each of the Whole Loans identified as (i) “Serviced” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement and
        (ii) “Servicing Shift” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement, prior to the related Servicing Shift Securitization Date.

      “Serviced Whole Loan Controlling Holder”:  The “Controlling Noteholder” or similar term identified in the Intercreditor Agreement related to a Serviced Whole Loan.

      
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      “Serviced Whole Loan Remittance Date”:  With respect to any Serviced Companion Loan, (a) prior to contribution of such Serviced Companion Loan to an Other Securitization, a
        date as set forth in the related Intercreditor Agreement (or if no such date is specified, the Master Servicer Remittance Date) and (b) following contribution of such Serviced Companion Loan to an Other Securitization, the earlier of (i) Master
        Servicer Remittance Date or (ii) the Business Day immediately succeeding the “determination date” set forth in the related Other Pooling and Servicing Agreement, or such earlier date as required by the related Intercreditor Agreement; provided,
        however, that, unless otherwise required under the related Intercreditor Agreement, no remittance is required to be made until two (2) Business Days after receipt of properly identified and available funds constituting the related Periodic
        Payment with respect to the related Serviced Whole Loan.

      “Servicer Termination Event”:  One or more of the events described in Section 7.01(a).

      “Servicing Account”:  The account or accounts created and maintained pursuant to Section 3.03(a).

      “Servicing Advances”:  All customary, reasonable and necessary “out of pocket” costs and expenses (including attorneys’ fees and expenses and fees of real estate brokers)
        incurred by the Master Servicer, the Special Servicer, Certificate Administrator, or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in the case of a Serviced Mortgage Loan or the Trust AB
        Mortgage Loan, the related Serviced Companion Loan or Trust Subordinate Companion Loan, as applicable), other than a Non‐Serviced Mortgage Loan, in respect of which a default, delinquency or other unanticipated event has occurred or as to which a
        default is reasonably foreseeable or (b) an REO Property, including, in the case of each of such clause (a) and clause (b), but not limited to, (x) the cost of (i) compliance with the Master Servicer’s obligations set forth in Section 3.03(c),
        (ii) the preservation, restoration and protection of a Mortgaged Property, (iii) obtaining any Insurance and Condemnation Proceeds or any Liquidation Proceeds of the nature described in clauses (i) – (vi) of the definition of
        “Liquidation Proceeds,” (iv) any enforcement or judicial proceedings with respect to a Mortgaged Property, including foreclosures and (v) the operation, leasing, management, maintenance and liquidation of any REO Property and (y) any amount
        specifically designated herein to be paid as a “Servicing Advance”.  Notwithstanding anything herein to the contrary, “Servicing Advances” shall not include allocable overhead of the Master Servicer or the Special Servicer, such as costs for office
        space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase of a Mortgage Loan or REO
        Property.  None of the Master Servicer, the Special Servicer or the Trustee shall make any Servicing Advance in connection with the exercise of any cure rights or purchase rights granted to the holder of a Companion Loan or Trust Subordinate
        Companion Loan under the related Intercreditor Agreement or this Agreement.

      “Servicing Criteria”:  The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended from time to time and which as of the Closing Date are
        listed on Exhibit AA hereto.

      
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      “Servicing Fee”:  With respect to each Mortgage Loan (including the Non‐Serviced Mortgage Loan), Serviced Companion Loan, Trust Subordinate Companion Loan and any REO Loan,
        the fee payable to the Master Servicer pursuant to the first paragraph of Section 3.11(a).

      “Servicing Fee Rate”:  With respect to each Mortgage Loan (including any Non‐Serviced Mortgage Loan), Trust Subordinate Companion Loan and REO Loan, a per annum rate equal to the rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate,” in each case computed on the basis of the Stated Principal Balance of the related Mortgage Loan,
        Trust Subordinate Companion Loan or REO Loan in the same manner in which interest is calculated in respect of such loans.  With respect to (a) the [NON‐SERVICED WHOLE LOAN] Pari Passu Companion Loan and (b) the [SERVICED WHOLE LOAN] Pari Passu
        Companion Loan, the “Servicing Fee Rate” shall be a per annum rate equal to [_____]%.

      “Servicing File”:  A photocopy of all items required to be included in the Mortgage File, together with each of the following, to the extent such items were actually
        delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and Trust Subordinate Companion Loan and (to the extent that the identified documents existed on or before the Closing Date and the applicable reference to Servicing
        File relates to any period after the Closing Date) delivered by the related Mortgage Loan Seller, to the Master Servicer:  (i) a copy of any engineering reports or property condition reports; (ii) other than with respect to a hotel property (except
        with respect to tenanted commercial space within a hotel property), copies of a rent roll and, for any office, retail, industrial or warehouse property, a copy of all leases and estoppels and subordination and non‐disturbance agreements delivered
        to the related Mortgage Loan Seller; (iii) copies of related financial statements or operating statements; (iv) all legal opinions (excluding attorney‐client communications between the related Mortgage Loan Seller, and its counsel that are
        privileged communications or constitute legal or other due diligence analyses), Mortgagor’s certificates and certificates of hazard insurance and/or hazard insurance policies or other applicable insurance policies, if any, delivered in connection
        with the closing of the related Mortgage Loan; (v) a copy of the Appraisal for the related Mortgaged Property(ies); (vi) the documents that were delivered by or on behalf of the Mortgagor, which documents were required to be delivered in connection
        with the closing of the related Mortgage Loan; (vii) for any Mortgage Loan that the related Mortgaged Property is leased to a single tenant, a copy of the lease; and (viii) a copy of all environmental reports that were received by the applicable
        Mortgage Loan Seller relating to the relevant Mortgaged Property.

      “Servicing Function Participant”:  Any Additional Servicer, Sub‐Servicer, Subcontractor or any other Person, other than the Master Servicer, the Special Servicer, the
        Trustee, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator, that is performing activities that address the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the Mortgage
        Loans by unpaid principal balance as of any date of determination in accordance with Article XI or (ii) the Depositor reasonably determines that a Master Servicer or the Special Servicer may, for the purposes of the Exchange Act reporting
        requirements pursuant to applicable Commission guidance, take responsibility for the assessment of compliance with the Servicing Criteria of such Person.  The Servicing Function Participants as of the Closing Date are listed on Exhibit GG
        hereto.  Exhibit GG shall

      
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      be updated and provided to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).

      “Servicing Officer”:  Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved in, or responsible for, the
        administration and servicing of the Mortgage Loans, Serviced Companion Loans or Trust Subordinate Companion Loan, whose name and specimen signature appear on a list of servicing officers furnished by the Master Servicer, the Special Servicer or any
        Additional Servicer to the Certificate Administrator, the Trustee, the Operating Advisor and the Depositor on the Closing Date as such list may be amended from time to time thereafter.

      “Servicing Shift Lead Note”:  With respect to the [SERVICING SHIFT] Whole Loan, as of any date of determination, the note or other evidence of indebtedness and/or
        agreements evidencing the indebtedness of a Mortgagor under such Whole Loan (including any amendments or modifications, or any renewal or substitution notes, as of such date) the sale of which, to the related Non‐Serviced Trust, will cause
        servicing to shift from the Pooling and Servicing Agreement to the related Non‐Serviced Pooling Agreement pursuant to the terms of the related Intercreditor Agreement for such Whole Loan.

      “Servicing Shift Mortgage Loan”:  Each Mortgage Loan identified as “Servicing Shift” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary
        Statement.

      “Servicing Shift Securitization Date”:  With respect to each Servicing Shift Whole Loan, the date on which the related Servicing Shift Lead Note is included in a related
        Non‐Serviced Trust, provided that such holder of a Servicing Shift Lead Note provides each of the parties to this Agreement (in each case only to the extent such party will not also be a party to the related Non‐Serviced Pooling Agreement)
        with notice, in accordance with the terms of the related Intercreditor Agreement, that such Servicing Shift Lead Note is to be included in such Non‐Serviced Trust, which notice shall include contact information for the related Non‐Serviced Master
        Servicer, the Non‐Serviced Special Servicer, the Non‐Serviced Certificate Administrator and the Non‐Serviced Trustee.

      “Servicing Shift Whole Loan”:  Each Whole Loan identified as “Servicing Shift” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement.

      “Servicing Standard”:  As defined in Section 3.01(a).

                “Servicing Transfer Event”:  With respect to any Mortgage Loan (other than a Non‐Serviced Mortgage Loan), related Companion Loan or Trust Subordinate Companion Loan, the occurrence of
        any of the following events:

      
        

        

        
          (i) with respect to a Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan that is not a Balloon Mortgage Loan, (a) a payment default shall have occurred at its
            original Maturity Date, or (b) if the original Maturity Date of such Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan has been extended as provided herein, a payment default shall have occurred at such extended Maturity Date;
            or

        

      

      
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          (ii) with respect to each Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan that is a Balloon Mortgage Loan, the Balloon Payment is delinquent and the related
            Mortgagor has not provided the Special Servicer, within [sixty (60)] days after the related Maturity Date, with a written and fully executed (subject only to customary final closing conditions) written commitment for refinancing, from an
            acceptable lender, reasonably satisfactory in form and substance to the Special Servicer (and the Special Servicer shall promptly forward such commitment to the Master Servicer), which provides that such refinancing will occur within [one
            hundred‐twenty (120)] days of such related Maturity Date, provided that the Mortgage Loan and any related Companion Loan or Trust Subordinate Companion Loan, as applicable, will become a Specially Serviced Loan immediately if the
            related Mortgagor fails to diligently pursue such financing or to pay any Assumed Scheduled Payment on the related Due Date (subject to any applicable Grace Period) at any time before the refinancing or, if such refinancing does not occur, the
            related Mortgage Loan and any related Companion Loan or Trust Subordinate Companion Loan, as applicable, will become a Specially Serviced Loan at the end of such [120‐day] period (or for such shorter period beyond the date on which that Balloon
            Payment was due within which the refinancing is scheduled to occur pursuant to the commitment for refinancing or on which such commitment terminates); or

        

      

      
        

        

        
          (iii) any Periodic Payment is more than [sixty (60)] days delinquent (unless, in the case of a Mortgage Loan with mezzanine debt, prior to such Periodic Payment becoming more
            than [sixty (60)] days delinquent the holders of the related Companion Loan, the related Subordinate Loan-Specific Directing Certificateholder or the holders of related mezzanine debt, as applicable, cure such delinquency, subject to the terms
            and provisions of the related Intercreditor Agreement); or

        

      

      
        

        

        
          (iv) the Master Servicer makes a judgment, or receives from the Special Servicer a written determination of the Special Servicer (with the consent, prior to the occurrence
            and continuance of any Control Termination Event, of the Directing Certificateholder, in the case of the Special Servicer), that a payment default is imminent or reasonably foreseeable and is not likely to be cured by the related Mortgagor
            within [sixty (60)] days; or

        

      

      
        
           

            

          (v) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state
            bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding‐up or liquidation of its
            affairs, is entered against the related Mortgagor; provided that if such decree or order is discharged or stayed within sixty (60) days of being entered, or if, as to a bankruptcy, the automatic stay is lifted within sixty (60) days of
            a filing for relief or the case is dismissed, upon such discharge, stay, lifting or dismissal such Mortgage Loan (and any related Companion Loan or Trust

        

      

      
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      Subordinate Companion Loan, as applicable), shall no longer be a Specially Serviced Loan (and no Special Servicing Fees, Workout Fees or Liquidation Fees will be payable with
        respect thereto and any such fees actually paid shall be reimbursed to the Trust Fund by the Special Servicer); or

      
        

        

        
          (vi) the related Mortgagor shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and
            liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all or substantially all of its property; or

        

      

      
        

        

        
          (vii) the related Mortgagor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency
            or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or

        

      

      
        

        

        
          (viii) a default of which the Master Servicer or the Special Servicer, as applicable, has notice (other than a failure by such Mortgagor to pay principal or interest) and
            which the Master Servicer or Special Servicer (in the case of the Special Servicer, prior to the occurrence and continuance of any Control Termination Event, with the consent of the Directing Certificateholder) determines in its good faith
            reasonable judgment may materially and adversely affect the interests of the Certificateholders (including, with respect to the Trust AB Whole Loan, the Holders of the [LOAN‐SPECIFIC CLASS] Certificates) (and, with respect to any Serviced Whole
            Loan, the interests of the related Serviced Companion Noteholder), as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans or Trust Subordinate Companion
            Loan, as the case may be), if applicable, has occurred and remained unremedied for the applicable Grace Period specified in the related Mortgage Loan or related Companion Loan or Trust Subordinate Companion Loan documents, other than the
            failure to maintain terrorism insurance if such failure constitutes an Acceptable Insurance Default (or if no Grace Period is specified for those defaults which are capable of cure, sixty (60) days); or

        

      

      
        

        

        
          (ix) the Master Servicer or Special Servicer has received notice of the foreclosure or proposed foreclosure of any lien other than the Mortgage on the related Mortgaged
            Property; or

        

      

      
        

        

        
          (x) the Master Servicer or Special Servicer (in the case of the Special Servicer, prior to the occurrence and continuance of any Control Termination Event, with the consent
            of the Directing Certificateholder) determines that (i) a payment default (other than as described in clause (iv) above) under a Mortgage Loan or related Companion Loan is imminent or reasonably foreseeable, (ii) such default will
            materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan and related Companion Loan or Trust Subordinate Companion Loan (if any) or otherwise materially adversely affect the interests of
            Certificateholders (including, with respect to the Trust AB Whole Loan, the Holders of the [LOAN‐SPECIFIC CLASS] Certificates) (and, with

        

      

      
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      respect to any Serviced Whole Loan, the interests of the related Serviced Companion Noteholder), as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans or Trust Subordinate Companion Loan, as the case may be), and (iii) the default will continue unremedied for the applicable cure period under the terms of the Mortgage
        Loan or related Companion Loan, as applicable, or, if no cure period is specified and the default is capable of being cured, for [thirty (30)] days (except that such [30‐day] grace period does not apply to a default that gives rise to immediate
        acceleration without application of a grace period under the terms of the Mortgage Loan or related Companion Loan, as applicable); provided that any determination that a Servicing Transfer Event has occurred under this clause (x)
        with respect to any Mortgage Loan, related Companion Loan or Trust Subordinate Companion Loan, as applicable, solely by reason of the failure (or imminent failure) of the related Mortgagor to maintain or cause to be maintained insurance coverage
        against damages or losses arising from acts of terrorism may only be made by the Special Servicer (prior to the occurrence and continuance of any Control Termination Event, with the consent of the Directing Certificateholder);

      provided that any Mortgage Loan (excluding any Non‐Serviced Mortgage Loan) that is cross‐collateralized with a Specially Serviced Loan shall be a Specially Serviced Loan so long as such
        Mortgage Loan is cross‐collateralized with a Specially Serviced Loan.  If any Serviced Companion Loan or Trust Subordinate Companion Loan becomes a Specially Serviced Loan, the related Serviced Mortgage Loan or related Trust AB Mortgage Loan, as
        applicable, shall also become a Specially Serviced Loan.  If any Serviced Mortgage Loan or Trust AB Mortgage Loan becomes a Specially Serviced Loan, the related Serviced Companion Loan or Trust Subordinate Companion Loan, as applicable, shall also
        become a Specially Serviced Loan.  With respect to a Non‐Serviced Mortgage Loan, the occurrence of a “Servicing Transfer Event” shall be as defined in the Non‐Serviced Pooling Agreement.

      “Significant Obligor”:  As defined in Section 11.15(g).

      “Significant Obligor NOI Quarterly Filing Deadline”:  With respect to each calendar quarter (other than the fourth (4th) calendar quarter of any calendar year), the date
        that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately following the date on which financial statements for such calendar quarter are required to be delivered to the related lender under the related Mortgage Loan
        documents.

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

      “Similar Law”:  As defined in Section 5.03(m).

      “Sole Certificateholder”:  Any Certificate Owner, or Certificate Owners acting in unanimity, of a Book‐Entry Certificate (or a Holder of Definitive Certificates)
        representing 100% of the then‐outstanding Class [X-E], Class [X-F], Class [X-NR], Class [E], Class [F] and Class [NR] Certificates; provided, however, that the Certificate Balances of the Class [A-1],

      
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      Class [A-2], Class [A-3], Class [A-4], Class [A-5], Class [A-SB], Class [A-S], Class [B], Class [C], Class [EC] and Class [D] Certificates have been retired.

      “Special Notice”:  As defined in Section 5.06(b)(i).

      “Special Servicer”:  With respect to each of the Mortgage Loans (other than any Non‐Serviced Mortgage Loan and any Excluded Special Servicer Loan) and the Serviced
        Companion Loans or the Trust Subordinate Companion Loan (if any), [SPECIAL SERVICER], and its successors‐in‐interest and assigns, or any successor special servicer appointed as herein provided and any Excluded Special Servicer Loan, if any, the
        related Excluded Special Servicer appointed pursuant to Section 7.01(g) as applicable and as the context may require.  For the avoidance of doubt, all references to the obligations or liabilities of the “Special Servicer” in this Agreement
        shall mean the applicable special servicer as provided herein.

      “Special Servicing Fee”:  With respect to each Specially Serviced Loan and REO Loan (other than a Non‐Serviced Mortgage Loan), the fee payable to the Special Servicer
        pursuant to Section 3.11(b).

      “Special Servicing Fee Rate”:  With respect to each Specially Serviced Loan and each REO Loan on a loan‐by‐loan basis (other than a Non‐Serviced Mortgage Loan), [___]% per annum computed on the basis of the Stated Principal Balance of the related Mortgage Loan (including any REO Loan), Companion Loan and the Trust Subordinate Companion Loan, as applicable, in the same manner
        as interest is calculated on the Specially Serviced Loans.

      “Specially Serviced Loan”:  As defined in Section 3.01(a).

      “Sponsor”:  [IDENTIFY THE SPONSOR OF THE SECURITIZATION FOR RISK RETENTION].

      “Startup Day”:  The day designated as such in Section 10.01(b).

                “Stated Principal Balance”:  With respect to any Mortgage Loan or Trust Subordinate Companion Loan, as of any date of determination, an amount equal to (x) the unpaid principal
        balance as of the Cut-off Date of such Mortgage Loan (or in the case of a Qualified Substitute Mortgage Loan, as of the date it is added to the Trust) after application of all scheduled payments of principal and interest due during or prior to the
        month of substitution, whether or not those payments have been received, minus (y) the sum of:

      
        

        

        
          (i) the principal portion of each Periodic Payment due on such Mortgage Loan or Trust Subordinate Companion Loan after the Cut‐off Date (or in the case of a Qualified
            Substitute Mortgage Loan, the Due Date in the related month of substitution), to the extent received from the Mortgagor or advanced by the Master Servicer;

        

      

      
        

        

        
          (ii) all Principal Prepayments received with respect to such Mortgage Loan or Trust Subordinate Companion Loan after the Cut‐off Date (or in the case of a Qualified
            Substitute Mortgage Loan, the Due Date in the related month of substitution);

        

      

      
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          (iii) the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on such Mortgage Loan or Trust Subordinate Companion Loan) and
            Liquidation Proceeds received with respect to such Mortgage Loan or Trust Subordinate Companion Loan after the Cut‐off Date (or in the case of a Qualified Substitute Mortgage Loan, the Due Date in the related month of substitution); and

        

      

      
        

        

        
          (iv) any reduction in the outstanding principal balance of such Mortgage Loan or Trust Subordinate Companion Loan resulting from a Deficient Valuation or a modification of
            such Mortgage Loan or Trust Subordinate Companion Loan pursuant to the terms and provisions of this Agreement that occurred prior to the end of the Collection Period for the most recent Distribution Date.

        

      

                With respect to any REO Loan that is a successor to a Mortgage Loan or Trust Subordinate Companion Loan, as of any date of determination, an amount equal to (x) the Stated Principal Balance
        of the predecessor Mortgage Loan or Trust Subordinate Companion Loan as of the date of the related REO Acquisition, minus (y) the sum of:

      
        

        

        
          (i) the principal portion of any P&I Advance made with respect to such REO Loan; and

        

      

      
        

        

        
          (ii) the principal portion of all Insurance and Condemnation Proceeds (to the extent allocable to principal on the related Mortgage Loan or Trust Subordinate Companion Loan,
            as applicable), Liquidation Proceeds and REO Revenues received with respect to such REO Loan.

        

      

      A Mortgage Loan, Trust Subordinate Companion Loan or an REO Loan that is a successor to a Mortgage Loan or Trust Subordinate Companion Loan shall be deemed to be part of the Trust
        Fund and to have an outstanding Stated Principal Balance until the Distribution Date on which the payments or other proceeds, if any, received in connection with a Liquidation Event in respect thereof are to be (or, if no such payments or other
        proceeds are received in connection with such Liquidation Event, would have been) distributed to Certificateholders.

      With respect to each Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion Loan as of such date.  On
        any date of determination, the Stated Principal Balance of each Whole Loan or Trust AB Whole Loan shall be the sum of the Stated Principal Balances of the related Mortgage Loan and the related Companion Loan or Trust Subordinate Companion Loan, as
        applicable, on such date.

      With respect to any REO Loan that is a successor to a Companion Loan as of any date of determination, the Stated Principal Balance shall equal (x) the Stated Principal Balance of
        the predecessor Companion Loan as of the date of the related REO Acquisition, minus (y) the principal portion of any amounts allocable to the related Companion Loan in accordance with the related
        Intercreditor Agreement.

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

      “Subordinate Certificate”:  Any Class [A-S], Class [B], Class [C], Class [D], Class [E], Class [F] and Class [NR] Certificate.

      “Subordinate Companion Holder”:  The holder of any of the AB Subordinate Companion Loans.

      “Subordinate Loan‐Specific Directing Certificateholder”:  With respect to the Class [LOAN‐SPECIFIC] Certificates and the Trust Subordinate Companion Loan, the initial
        Subordinate Loan-Specific Directing Certificateholder shall be the [LOAN‐SPECIFIC] Majority Certificateholder.  Thereafter, the Subordinate Loan-Specific Directing Certificateholder shall be the Person appointed by the Certificateholder(s) holding
        more than fifty percent (50%) of the Certificate Balance of the Class [LOAN‐SPECIFIC] Certificates.

      “Sub‐Servicer”:  Any Person that services Mortgage Loans or the Trust Subordinate Companion Loan on behalf of the Master Servicer, the Special Servicer or an Additional
        Servicer and is responsible for the performance (whether directly or through Sub‐Servicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Master Servicer, the Special Servicer or an
        Additional Servicer under this Agreement, with respect to some or all of the Mortgage Loans or the Trust Subordinate Companion Loan that are identified in Item 1122(d) of Regulation AB.

      “Sub‐Servicing Agreement”:  The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub‐Servicer relating to servicing and
        administration of Mortgage Loans and the Trust Subordinate Companion Loan as provided in Section 3.20.

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

      “Substitution Shortfall Amount”:  With respect to a substitution pursuant to Section 2.03(b) hereof, an amount equal to the excess, if any, of the Purchase Price of
        the Mortgage Loan or Trust Subordinate Companion Loan, as applicable, being replaced calculated as of the date of substitution over the Stated Principal Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled
        payments of principal and interest due during or prior to the month of substitution.  In the event that one or more Qualified Substitute Mortgage Loans are substituted (at the same time by the same Mortgage Loan Seller) for one or more removed
        Mortgage Loans or Trust Subordinate Companion Loan, as applicable, the Substitution Shortfall Amount shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage Loan(s) or Trust
        Subordinate Companion Loan, as applicable, being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).

      
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      “Surviving Entity”:  As defined in Section 6.03(b).

      “Tax Returns”:  The federal income tax returns on (i) Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return, including
        Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed on behalf of each Trust REMIC due to its respective classification as a REMIC under the REMIC
        Provisions and (ii) Internal Revenue Service Form 1041 or Internal Revenue Service Form 1099, as applicable, or any successor forms to be filed on behalf of the Grantor Trust, together with any and all other information, reports or returns that may
        be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal tax law or Applicable State and Local Tax Law.

      “Temporary Regulation S Book‐Entry Certificate”:  As defined in Section 5.02(a).

      “Test”:  As defined in Section 12.01(b)(iv).

      [“Third Party Purchaser”:  [ENTITY OR ENTITIES THAT PURCHASE THE REQUIRED THIRD PARTY PURCHASER RETENTION AMOUNT ON THE CLOSING DATE], or any Person that purchases the
        Certificates comprising the Required Third Party Purchaser Retention Amount in accordance with this Agreement and applicable laws and regulations. [INCLUDE FOR TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF
        HORIZONTAL RESIDUAL INTEREST]]

      “Tranche Percentage Interest”:  The percentage ownership interest in a Class [EC] Regular Interest evidenced by an Exchangeable Certificate, which is equal to the ratio,
        expressed as a percentage, of (a) the Certificate Balance of that Certificate (or, in the case of a Class [EC] Certificate, the Certificate Balance of the related Class [EC] Component with the same letter designation as such Class [EC] Regular
        Interest) to (b) the outstanding Certificate Balance of such Class [EC] Regular Interest.

      “Transfer”:  Any direct or indirect transfer, sale, pledge, hypothecation, or other form of assignment of any Ownership Interest in a Certificate.

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

      “Transferable Servicing Interest”:  The amount by which the Servicing Fee otherwise payable to the Master Servicer hereunder exceeds the sum of (x) the Primary Servicing

      
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      Fee and (y) the amount of the Servicing Fee calculated using the Retained Fee Rate, which is subject to reduction by the Trustee pursuant to Section 3.11(a) of this Agreement.

       “Transferee”:  Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.

      “Transferee Affidavit”:  As defined in Section 5.03(o)(ii).

      “Transferor”:  Any Person who is disposing by Transfer any Ownership Interest in a Certificate.

      “Transferor Letter”:  As defined in Section 5.03(o)(ii).

      “Trust”:  The trust created hereby and to be administered hereunder.  The Trust shall be named:  “[TRUST] [TRANSACTION DESIGNATION]”.

      “Trust AB Mortgage Loan”:  The [LOAN‐SPECIFIC] Mortgage Loan.

      “Trust AB Whole Loan”:  The [LOAN‐SPECIFIC] AB Whole Loan.

      “Trust Fund”:  The corpus of the Trust created hereby and to be administered hereunder, consisting of:  (i) such Mortgage Loans and the Trust Subordinate Companion Loan as
        from time to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed Mortgage Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests
        of the related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut‐off Date (or with
        respect to a Qualified Substitute Mortgage Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein) or the Trust’s beneficial interest in the Mortgaged Property securing a Non‐Serviced
        Whole Loan acquired under the related Non‐Serviced Pooling Agreement; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate
        Administrator’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans and the Trust Subordinate Companion Loan required to be maintained pursuant to this Agreement and any proceeds thereof (to the extent of the
        Trust’s interest therein); (vi) any Assignment of Leases and any security agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or lease enhancement policies given as additional security
        for any related Mortgage Loans and the Trust Subordinate Companion Loan (to the extent of the Trust’s interest therein); (viii) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the Trust’s interest
        therein), amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein), the Lower‐Tier REMIC Distribution Account, the Upper‐Tier REMIC Distribution Account, the Class [EC] Distribution Account, the [LOAN‐SPECIFIC]
        REMIC Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Gain‐on‐Sale Reserve Account (to the extent of the Trust’s interest in such Gain‐on‐Sale Reserve Account) and any REO Account (to the extent of
        the Trust’s interest in such REO Account), including any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest therein); (x) the rights and remedies

      
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      of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred to the Trustee); (xi) the Lower-Tier Regular Interests; and (xii) the proceeds of the foregoing (other than
        any interest earned on deposits in the lock‐box accounts, cash collateral accounts, escrow accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor).  [For the avoidance of doubt, no Retained Defeasance Rights
        and Obligations will be assets of the Trust.]

      “Trust REMIC”:  As defined in the Preliminary Statement.

      “Trust Subordinate Companion Loan”:  The [LOAN‐SPECIFIC] Trust Subordinate Companion Loan.

      “Trustee”:  [TRUSTEE], or its successor in interest, in its capacity as trustee and its successors‐in‐interest, or any successor trustee appointed as herein provided.

      “Trustee Fee”:  The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which fee is included as part of the Certificate
        Administrator Fee.  No portion of the Trustee Fee shall be calculated by reference to any Companion Loan or the Stated Principal Balance of any Companion Loan.  The Trustee Fee shall be equal to $[__] per month and shall be paid as a portion of the
        Certificate Administrator Fee.

      “UCC”:  The Uniform Commercial Code, as enacted in each applicable state.

      “UCC Financing Statement”:  A financing statement prepared and filed pursuant to the UCC, as in effect in the relevant jurisdiction.

      “Underwriters”:  Natixis Securities Americas LLC and [OTHER UNDERWRITERS].

      “Uninsured Cause”:  Any cause of damage to property subject to a Mortgage such that the complete restoration of such property is not fully reimbursable by the hazard
        insurance policies or flood insurance policies required to be maintained pursuant to Section 3.07.

      “United States Securities Person”:  Any “U.S. person” as defined in Rule 902(k) of Regulation S.

      “Unliquidated Advance”:  Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that made the Advance hereunder, on the
        one hand, and the Trust, on the other, as part of a Workout‐Delayed Reimbursement Amount pursuant to subsections (iii) and (iv) of Section 3.05(a) but that has not been recovered from the Mortgagor or otherwise from
        collections on or the proceeds of the related Mortgage Loan or REO Property in respect of which the Advance was made.

      “Unscheduled Principal Distribution Amount”:  With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following:  (a) all Principal Prepayments
        received on such Mortgage Loan on or prior to the Determination Date and (b) the principal portions of all Liquidation Proceeds, Insurance and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees, accrued interest on Advances and
        other additional expenses of

      
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      the Trust incurred in connection with the related Mortgage Loan) and, if applicable, REO Revenues received with respect to such Mortgage Loan and any REO Loans on or prior to the related
        Determination Date, but in each case only to the extent that such principal portion represents a recovery of principal for which no advance was previously made pursuant to Section 4.03 in respect of a preceding Distribution Date.

      “Unsolicited Information”: As defined in Section 12.01(b)(iii).

      “Upper‐Tier REMIC”:  One of the three separate REMICs comprising the Trust, the assets of which consist of the Lower-Tier Regular Interests and such amounts as shall from
        time to time be held in the Upper‐Tier REMIC Distribution Account.

      “Upper‐Tier REMIC Distribution Account”:  The segregated account or accounts (or a subaccount of the Distribution Account) created and maintained by the Certificate
        Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall initially be entitled “[_________]”.  Any such account or accounts shall be an Eligible Account.

      “U.S. Dollars” or “$”:  Lawful money of the United States of America.

      “U.S. Tax Person”:  A citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury Regulations) or other
        entity created or organized in, or under the laws of, the United States, any State thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose income is subject
        to United States federal income tax regardless of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority to
        control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).

      “Voting Rights”:  The portion of the voting rights of all of the Certificates which is allocated to any Certificate.  At all times during the term of this Agreement, the
        Voting Rights shall be allocated among the various Classes of Certificateholders as follows:  (i) [__]% in the case of the [INTEREST ONLY CLASSES] Certificates (allocated pro rata, based upon their
        respective Notional Amounts as of the date of determination) and (ii) in the case of any Principal Balance Certificates, a percentage equal to the product of [__]% and a fraction, the numerator of which is equal to the Certificate Balance (and
        solely in connection with any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05,
        taking into account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of such Class, in each case, determined as of the Distribution Date
        immediately preceding such time, and the denominator of which is equal to the aggregate Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d),
        the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05, taking into account any notional reduction in the Certificate

      
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      Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of the Principal Balance Certificates, each determined as of the Distribution Date
        immediately preceding such time.  For purposes of such allocations, the Class [A‐S] certificates and the Class [EC] Component [A] will be considered as if they together constitute a single “Class,” the Class [B] certificates and the Class [EC]
        Component [B] will be considered as if they together constitute a single “Class,” and the Class [C] certificates and the Class [EC] Component [C] will be considered as if they together constitute a single “Class”.  Voting Rights will be allocated
        to the Class [EC] certificates only with respect to each Class [EC] Components that is part of a Class of Certificates determined as described in the preceding sentence.  None of the Class [R], [LOAN‐SPECIFIC CLASS] or Class [ARD] Certificates will
        be entitled to any Voting Rights.

      [“VRR Interest”: The respective portions, comprising approximately [__]%, of the Certificate Balance, Notional Amount or Percentage Interest, as applicable, of each Class
        of Certificates, as set forth in the Preliminary Statement.]

      “Weighted Average Net Mortgage Rate”:  With respect to any Distribution Date, the weighted average of the applicable Net Mortgage Rates of the Mortgage Loans as of the
        first day of the related Collection Period, weighted on the basis of their respective Stated Principal Balances as of the first day of such Collection Period (after giving effect to any payments received during any applicable Grace Period).

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

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

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

      “Whole Loan(s)”:  A mortgage loan that includes a Mortgage Loan and one or more Companion Loans, all of which are secured by the same Mortgaged Property.  The table and
        footnotes under the heading “Whole Loans” in the Preliminary Statement hereto identify the Whole Loans related to the Trust.  With respect to each Whole Loan, references herein to each such Whole Loan shall be construed to refer to the aggregate
        indebtedness under the related Mortgage Loan and the related Companion Loan(s).

      “Withheld Amounts”:  As defined in Section 3.21(a).

      “Workout‐Delayed Reimbursement Amounts”:  With respect to any Mortgage Loan, the amount of any Advances made with respect to such Mortgage Loan on or before the date such
        Mortgage Loan becomes (or, but for the making of three Periodic Payments under its modified terms, would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such
        Advance (and accrued and unpaid interest thereon) is not reimbursed to the Person who made such Advance on or before the date, if any, on which Mortgage Loan becomes a Corrected Loan and (ii) the amount of such Advance (and accrued and unpaid
        interest thereon) becomes an obligation of the related

      
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      Mortgagor to pay such amount under the terms of the modified loan documents.  That any amount constitutes all or a portion of any Workout‐Delayed Reimbursement Amount shall not in any manner limit
        the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable Advance.

      “Workout Fee”:  The fee paid to the Special Servicer with respect to each Corrected Loan in accordance with Section 3.11(c).

      “Workout Fee Rate”:  With respect to each Corrected Loan, a fee of [___]% of each collection (other than Penalty Charges and Excess Interest) of interest and principal
        (other than any amount for which a Liquidation Fee would be paid), including (i) Periodic Payments, (ii) Balloon Payments and (iii) payments (other than those included in clause (i) or (ii) of this definition) at maturity, received
        on each Corrected Loan for so long as it remains a Corrected Loan.

      “XML”:  Extensible Markup Language.

      “Yield Maintenance Charge”:  With respect to any Mortgage Loan, REO Loan or Trust Subordinate Companion Loan, the yield maintenance charge or prepayment premium set forth
        in the related Mortgage Loan documents or Trust Subordinate Companion Loan documents; provided that no amounts shall be considered Yield Maintenance Charges until there has been a full recovery of all principal, interest and other amounts
        then due under such Mortgage Loan, Trust Subordinate Companion Loan or REO Loan.

      “YM Group”:  YM Group A, YM Group B, YM Group C or YM Group D, as applicable.

      “YM Group A”:  Collectively, the Class A Certificates and the Class [X-A] Certificates.

      “YM Group B”:  Collectively, the Class [B] and the Class [X-B] Certificates.

      “YM Group C”:  Collectively, the Class [C] and the Class [X-C] Certificates.

      “YM Group D”:  Collectively, the Class [D] and the Class [X-D] Certificates.

      Section 1.02          Certain Calculations.  Unless otherwise specified herein, for purposes of determining amounts with respect to the Certificates and the rights and obligations of the
        parties hereto, the following provisions shall apply:

      
        

        

        
          (i) All calculations of interest (other than as provided in the related Mortgage Loan documents or with respect to the Class [LOAN‐SPECIFIC] Certificates) provided for herein
            shall be made on the basis of a 360‐day year consisting of twelve 30‐day months.

        

      

      
        

        

        
          (ii) Any Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan payment is deemed to be received on the date such payment is actually received by the Master
            Servicer or the Special Servicer; provided, however, that for purposes of

        

      

      
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      calculating distributions on the Certificates, Principal Prepayments with respect to any Mortgage Loan or Trust Subordinate Companion Loan, as applicable, are deemed to be
        received on the date they are applied in accordance with the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal balance of such Mortgage Loan or Trust Subordinate Companion
        Loan, as applicable, on which interest accrues.

      
        

        

        
          (iii) Any reference to the Certificate Balance of any Class of Principal Balance Certificates or Class [LOAN‐SPECIFIC] Certificates on or as of a Distribution Date shall
            refer to the Certificate Balance of such Class of Principal Balance Certificates or Class [LOAN‐SPECIFIC] Certificates on such Distribution Date after giving effect to (a) any distributions made on such Distribution Date pursuant to Section 4.01(a),
            (b) and (c), (b) any Realized Losses allocated to such Class of Principal Balance Certificates or any [LOAN‐SPECIFIC] Realized Losses allocated to the Class [LOAN‐SPECIFIC] Certificates, as applicable, on that Distribution Date
            pursuant to Section 4.04, and (c) any recoveries on the related Mortgage Loans or the Trust Subordinate Companion Loan, as applicable, of Nonrecoverable Advances (plus interest thereon) that were previously reimbursed from principal
            collections on the related Mortgage Loans, that resulted in a reduction of the Principal Distribution Amount, which recoveries are allocated to such Class of Principal Balance Certificates, and added to the Certificate Balance pursuant to Section 4.04(a).

        

      

      
        

        

        
          (iv) All net present value calculations and determinations made with respect to a Mortgage Loan, Serviced Companion Loan, Trust Subordinate Companion Loan, Mortgaged Property
            or REO Property (including for purposes of the definition of “Servicing Standard”) shall be made, in the event the Mortgage Loan documents are silent, using a discount rate (a) for principal and interest payments on a Mortgage Loan,
            Serviced Companion Loan or Trust Subordinate Companion Loan, as applicable, or sale of a Mortgage Loan or Trust Subordinate Companion Loan, by the Special Servicer, the highest of (x) the rate determined by the Master Servicer or Special
            Servicer, as applicable, that approximates the market rate that would be obtainable by the Mortgagor on similar non‐defaulted debt of such Mortgagor as of such date of determination, (y) the Mortgage Rate on the applicable Mortgage Loan,
            Serviced Companion Loan or Trust Subordinate Companion Loan, as applicable, based on its outstanding principal balance and (z) the yield on 10-year U.S. treasuries as of such date of determination, and (b) for all other cash flows, including
            property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property.

        

      

      
        

        

        
          (v) Any reference to “expense of the Trust” or “additional Trust fund expense” or words of similar import shall be construed to mean, for any Serviced Mortgage Loan or Trust
            AB Whole Loan, an expense that shall be applied in accordance with the related Intercreditor Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement refers to this
            Agreement for the application of trust expenses or such Intercreditor Agreement does not prohibit the following application of trust expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata
            and pari passu, to the Trust and Serviced Pari Passu Companion Loan in accordance with the respective Stated Principal Balances of the

        

      

      
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      related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, (ii) with respect to any AB Whole Loan, first, to the
        related AB Subordinate Companion Loan and then, to the Trust or (iii) with respect to the Trust AB Whole Loan, first, to the related Trust Subordinate Companion Loan
        and then, to the related Trust AB Mortgage Loan.

       

      

      [End of Article I]

    

     

    

     

    

     

    

     

    

     

    

     

    

    
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    ARTICLE II

        

        CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

    Section 2.01          Conveyance









          of Mortgage Loans and the Trust Subordinate Companion Loan.  (a) The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust, appoint the Trustee as trustee of the Trust, assign, sell, transfer and convey
        to the Trustee, in trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests) all the right, title and interest of the Depositor, including any security interest therein for
        the benefit of the Depositor, in, to and under (i) the Mortgage Loans and the Trust Subordinate Companion Loan identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4 (other than Section 4(c), (d), (e) and (g)) and 5 (other than
        Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage Loan Purchase Agreements, [Sections 19 and 20 of the Mortgage Loan Purchase Agreement among the
        Depositor, [MORTGAGE LOAN SELLERS AND AFFILIATES]] [REPEAT AS NECESSARY]; (iii) the Intercreditor Agreements, and (iv) all other assets included or to be included in the Trust Fund.  Such assignment includes all interest and principal received or
        receivable on or with respect to the Mortgage Loans and the Trust Subordinate Companion Loan (in each case, other than (i) payments of principal and interest due and payable on the Mortgage Loans and the Trust Subordinate Companion Loan on or
        before the Cut‐off Date; (ii) prepayments of principal collected on or before the Cut‐off Date; and (iii)  with respect to those Mortgage Loans that were closed in [DATE] but have their first Due Date in [DATE], any interest amounts relating to the
        period prior to the Cut‐off Date).  The transfer of the Mortgage Loans and the Trust Subordinate Companion Loan and the related rights and property accomplished hereby is absolute and, notwithstanding Section 13.07, is intended by the
        parties to constitute a sale.  In connection with the assignment to the Trustee of Sections 2, 3, 4 (other than Section 4(c), (d), (e) and (g)) and 5 (other than Section 5(f), (g), (h) and (i)) and, to the extent related to the foregoing,
        Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18 of each of the Mortgage Loan Purchase Agreements, [Sections 20 and 21 of the Mortgage Loan Purchase Agreement among the Depositor, [MORTGAGE LOAN SELLERS AND AFFILIATES]] [REPEAT AS NECESSARY], it is
        intended that the Trustee get the benefit of Sections 10, 13 and 15 thereof in connection with any exercise of rights under the assigned Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of
        Sections 10, 13 and 15 in connection therewith.

    (b)          In
        connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby represents and warrants that it has directed, the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase
        Agreement to deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian (or with respect to letters of credit, the Master Servicer), on or before the Closing Date, the Mortgage File for each Mortgage Loan and Trust
        Subordinate Companion Loan so assigned, with copies to the Master Servicer (except, in the case of Serviced Mortgage Loans, for letters of credit); provided that, with respect to the Trust Subordinate Companion Loan, only the documents and
        instruments

    
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    specifically described in the definition of “Mortgage File” for the Trust Subordinate Companion Loan shall be delivered to the Custodian
      and the remaining documents and instruments in the related Mortgage File shall be delivered in connection with the related Mortgage Loan.  If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan or
      Trust Subordinate Companion Loan, the original Mortgage Note, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been satisfied upon such Mortgage Loan Seller’s
      delivery of a copy or duplicate original of such Mortgage Note, together with an affidavit certifying that the original thereof has been lost or destroyed and indemnifying the Trustee and the Trust.  If the applicable Mortgage Loan Seller cannot
      deliver, or cause to be delivered, as to any Mortgage Loan or Trust Subordinate Companion Loan, any of the documents and/or instruments referred to in [clauses (ii), (iv), (vii), and (ix)] of the definition of “Mortgage
      File” (or, if applicable, a copy thereof) with evidence of filing or recording thereon (if intended to be recorded or filed), solely because of a delay caused by the public filing or recording office where such document or instrument has been
      delivered, or will be delivered within 10 Business Days of the Closing Date, for filing or recordation, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been
      satisfied on a provisional basis as of the Closing Date as to such non‐delivered document or instrument, and such non‐delivered document or instrument shall be deemed to have been included in the Mortgage File, if a duplicate original or a photocopy
      of such non‐delivered document or instrument (certified by the applicable public filing or recording office, the applicable title insurance company or the applicable Mortgage Loan Seller to be a true and complete copy of the original thereof
      submitted or to be submitted for filing or recording) is delivered to the Custodian on or before the Closing Date, and either the original of such non‐delivered document or instrument, or a photocopy thereof (certified by the appropriate county
      recorder’s office or the applicable title insurance company, in the case of the documents and/or instruments referred to in [clause (ii)] of the definition of “Mortgage File,” to be a true and complete copy of the original thereof submitted
      for recording), with evidence of filing or recording thereon, is delivered to the Custodian within one hundred‐eighty (180) days of the Closing Date (or within such longer period, not to exceed eighteen (18) months, after the Closing Date as the
      Custodian shall consent to as long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after the Closing Date, attempting in good
      faith to obtain from the appropriate public filing office or county recorder’s office such original or photocopy).  If the applicable Mortgage Loan Seller is required to, but cannot, deliver, or cause to be delivered, as to any Mortgage Loan or Trust
      Subordinate Companion Loan, any of the documents and/or instruments referred to in clauses (ii), (iv), (vii), and (ix)] (or, if applicable, a copy thereof) of the definition of “Mortgage File,” with evidence of filing
      or recording thereon, for any other reason, including, without limitation, that such non‐delivered document or instrument has been lost or destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b)
      shall be deemed to have been satisfied as to such non‐delivered document or instrument, and such non‐delivered document or instrument shall be deemed to have been included in the Mortgage File, if a photocopy of such non‐delivered document or
      instrument (with evidence of filing or recording thereon and certified in the case of the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File” by the appropriate county recorder’s office or the
      applicable title insurance company to be a true and complete copy of the original thereof submitted for

    
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    recording) is delivered to the Custodian on or before the Closing Date.  Neither the Trustee nor any Custodian shall in any way be liable
      for any failure by any Mortgage Loan Seller or the Depositor to comply with the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b).  If, on the Closing Date as to any Mortgage Loan or Trust
      Subordinate Companion Loan, subject to the next sentence, the applicable Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable form or form suitable for filing or recording, if applicable) any one of the assignments in
      favor of the Trustee referred to in [clause (iii), clause (v)] (to the extent not already assigned pursuant to [clause (iii)), clause (x) (to the extent not already assigned pursuant to clause (iii)) or clause (ix)]
      of the definition of “Mortgage File” solely because of the unavailability of filing or recording information as to any existing document or instrument, such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related
      Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to such assignment by delivering with respect to such Mortgage Loan or Trust Subordinate Companion Loan on the Closing Date an omnibus assignment of such Mortgage Loan or
      Trust Subordinate Companion Loan substantially in the form of Exhibit H; provided that (a) all required original assignments with respect to such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, (in fully complete and
      recordable form or form suitable for filing or recording, if applicable) are delivered to the Custodian within one hundred‐eighty (180) days after the Closing Date (or within such longer period, not to exceed eighteen (18) months, which the Custodian
      shall consent to so long as the applicable Mortgage Loan Seller is, as certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after the Closing Date, attempting in good faith to
      obtain from the appropriate public filing office or county recorder’s office the applicable filing or recording information as to the related document or instrument); and (b) in the case of a Non‐Serviced Mortgage Loan, the delivery of any such
      assignments shall be subject to clause (e) of the final proviso to the definition of “Mortgage File” herein.  If, in accordance with the related Mortgage Loan Purchase Agreement and consistent with Section 2.01(c) of this Agreement, as to any
      Mortgage Loan or Trust Subordinate Companion Loan, the related Mortgage Loan Seller or its agent is responsible for recording or filing, as applicable, any one of the assignments in favor of the Trustee referred to in [clause (iii), clause (v) (to
      the extent not already assigned pursuant to clause (iii)) or clause (ix)] of the definition of “Mortgage File,” such Mortgage Loan Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)
      with respect to such assignment by delivering to the Custodian with respect to such Mortgage Loan or Trust Subordinate Companion Loan on the Closing Date a copy of such assignment in the form sent for recording or filing or (except for recording or
      filing information not yet available) to be sent for recording or filing; provided that an original or copy of such assignment (with evidence of recording or filing, as applicable, indicated thereon) shall be delivered to the Custodian as
      contemplated by Section 2.01(c) of this Agreement.  Notwithstanding anything herein to the contrary, with respect to letters of credit referred to in [clause (xii)] of the definition of “Mortgage File” and relating to a Serviced
      Mortgage Loan, the applicable Mortgage Loan Seller shall deliver the original to the Master Servicer, which letter of credit shall be titled in the name of, or assigned to, “[__________],” and a copy to the Custodian or, if such original has been
      submitted by the applicable Mortgage Loan Seller to the issuing bank to effect a reissuance, assignment or amendment of such letter of credit (changing the beneficiary thereof to the Master Servicer (in care of the Trustee, as titled above) that may
      be required in order for the Master Servicer to draw on such letter of credit on behalf of

    
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    the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents or Trust Subordinate Companion
      Loan documents, as applicable) and the applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with respect to any
      letter(s) of credit a copy thereof to the Custodian together with an officer’s certificate of the applicable Mortgage Loan Seller certifying that such document has been delivered to the issuing bank for reissuance or an Officer’s Certificate from the
      Master Servicer certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b), one of which shall be delivered to the Custodian on the Closing Date.  If a letter of credit referred to in the previous sentence is not in a
      form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage Loan documents or Trust Subordinate Companion Loan documents, as
      applicable, the applicable Mortgage Loan Seller shall deliver the appropriate assignment or amendment documents (or copies of such assignment or amendment documents if the related Mortgage Loan Seller has submitted the originals to the related issuer
      of such letter of credit for processing) to the Custodian within thirty (30) days of the Closing Date.  If not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such
      letter(s) of credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trust and shall cooperate with the reasonable requests of the Master Servicer in connection with effectuating a draw under any such
      letter of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer on behalf of the Trust.

    (c)          Pursuant to
        each Mortgage Loan Purchase Agreement, except in the case of a Non‐Serviced Mortgage Loan, the related Mortgage Loan Seller is required at its sole cost and expense, to itself, or to engage a third party to, put each Assignment of Mortgage, each
        assignment of Assignment of Leases and each assignment of each UCC Financing Statement (collectively, the “Assignments” and, individually, “Assignment”) relating to the Mortgage Loans (and the Trust Subordinate Companion Loan, if
        applicable) conveyed by it under the applicable Mortgage Loan Purchase Agreement in proper form for filing or recording, as applicable, and to submit such Assignments for filing or recording, as the case may be, in the applicable public filing or
        recording office.  On the Closing Date, the Mortgage Loan Sellers may deliver one (1) omnibus assignment for all such Mortgage Loans and the Trust Subordinate Companion Loan to the Custodian as provided in Section 2.01(b).  Except under the
        circumstances provided for in the last sentence of this subsection (c) and except in the case of a Non‐Serviced Mortgage Loan, the related Mortgage Loan Seller will itself, or a third party at such Mortgage Loan Seller’s expense will,
        promptly (and in any event within one hundred‐twenty (120) days after the later of the Closing Date and the related Mortgage Loan Seller’s actual receipt of the related documents and the necessary recording and filing information) cause to be
        submitted for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as appropriate, each Assignment.  Each such Assignment submitted for recording shall reflect that it (or
        a file copy thereof in the case of a UCC Assignment) should be returned by the public recording office to the Custodian or its designee following recording or filing (or to the related Mortgage Loan Seller or its agent who will then be responsible
        for delivery of the same to the Custodian or its designee).  Any such Assignment received by the Custodian shall be promptly included in the

    
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    related Mortgage File and be deemed a part thereof, and any such Assignment received by the related Mortgage Loan Seller or its agent
      shall be required to be delivered to the Custodian to be included as part of the related Mortgage File within thirty (30) days after receipt.  If any such document or instrument is determined to be incomplete or not to meet the recording or filing
      requirements of the jurisdiction in which it is to be recorded or filed, or is lost by the public office or returned unrecorded or unfiled, as the case may be, because of a defect therein, on or about one hundred‐eighty (180) days after the Closing
      Date, the related Mortgage Loan Seller or its designee shall prepare, at its own expense, a substitute therefor or cure such defect, as the case may be, and thereafter the related Mortgage Loan Seller or its designee shall, at the expense of such
      Mortgage Loan Seller, upon receipt thereof cause the same to be duly recorded or filed, as appropriate.  If, by the first anniversary of the Closing Date, the Custodian has not received confirmation of the recording or filing as the case may be, of
      any such Assignment, it shall so advise the related Mortgage Loan Seller who may then pursue such confirmation itself or request that the Custodian pursue such confirmation at the related Mortgage Loan Seller’s expense, and upon such a request and
      provision for payment of such expenses satisfactory to the Custodian, the Custodian, at the expense of the applicable Mortgage Loan Seller, shall cause a search of the land records of each applicable jurisdiction and of the records of the offices of
      the applicable Secretary of State for confirmation that the Assignment appears in such records and retain a copy of such confirmation in the related Mortgage File.  In the event that confirmation of the recording or filing of an Assignment cannot be
      obtained, the Custodian or the related Mortgage Loan Seller, as applicable, shall promptly inform the other and the Custodian shall provide such Mortgage Loan Seller with a copy of the Assignment and request the preparation of a new Assignment.  The
      related Mortgage Loan Seller shall pay the expenses for the preparation of replacement Assignments for any Assignments which, having been properly submitted for filing or recording to the appropriate governmental office by the Custodian, fail to
      appear of record and must be resubmitted.  Notwithstanding the foregoing, there shall be no requirement to record any assignment to the Trustee referred to in clause (iii) or (v) of the definition of “Mortgage File,” or to file any
      UCC‐3 to the Trustee referred to in clause (ix) of the definition of “Mortgage File,” in those jurisdictions where, in the written opinion of local counsel (which opinion shall be an expense of the related Mortgage Loan Seller) acceptable to
      the Depositor and the Trustee, such recordation and/or filing is not required to protect the Trustee’s interest in the related Mortgage Loan and/or Trust Subordinate Companion Loan, as applicable, against sale, further assignment, satisfaction or
      discharge by the related Mortgage Loan Seller, the Master Servicer, the Special Servicer, any Sub‐Servicer or the Depositor.

    (d)          All
        documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to the Mortgage Loans and the Trust Subordinate Companion Loan (including, in each case, financial statements, operating statements and any other
        information provided by the respective Mortgagor from time to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including such communications between such Mortgage Loan Seller and its Affiliates) and underwriting
        analysis (including documents prepared by the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney‐client communications that are privileged communications or constitute legal or other due diligence
        analyses and credit underwriting or due diligence analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and (ii) are reasonably necessary for the servicing of each such Mortgage Loan
        and Trust Subordinate Companion Loan, together with copies of all documents in each Mortgage File, shall be delivered by the Depositor or the applicable Mortgage Loan Seller to the Master

    
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    Servicer within five (5) Business Days after the Closing Date and shall be held by the Master Servicer on behalf of the Trustee in trust
      for the benefit of the Certificateholders (including, with respect to the Trust Subordinate Companion Loan, the Holders of the Class [LOAN‐SPECIFIC] Certificates) (and as holder of the Lower-Tier Regular Interests) and, if applicable, on behalf of
      the related Companion Holder.  Such documents and records shall be any documents and records (with the exception of any items excluded under the immediately preceding sentence) that would otherwise be a part of the Servicing File.

    (e)          In
        connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver to the Trustee and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original
        counterpart of each of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing Date.

    (f)          The
        Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events within three (3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow
        accounts maintained with respect to the Mortgage Loans and the Trust Subordinate Companion Loan transferred by such Mortgage Loan Seller, whether such accounts are held in the name of the applicable Mortgage Loan Seller or any other name to be
        transferred to the Master Servicer (or a Sub‐Servicer) for deposit into Servicing Accounts.

    (g)          With
        respect to the Franchise Required Mortgage Loan(s) secured by the Mortgaged Propert[y][ies] identified as “[LIST APPLICABLE PROPERTIES]” on the Mortgage Loan Schedule, the related Mortgage Loan Seller or its designee will be required to provide any
        such required notice or make any such required request to the related franchisor (with a copy of such notice or request to the Master Servicer) within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable
        comfort letter), and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated
        under the existing comfort letter).

    (h)          Each
        Mortgage Loan Purchase Agreement shall provide that within [sixty (60)] days of the Closing Date, each Mortgage Loan Seller shall deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading such
        Diligence Files to the Intralinks Site.  Promptly upon completion of such delivery of the Diligence Files (but in no event later than [___] ([__]) days after the Closing Date), the applicable Mortgage Loan Seller shall provide to each of the
        Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Directing Certificateholder, the Asset Representations Reviewer and the Operating Advisor an officer’s certificate to the addresses
        set forth for such parties in Section 13.05, signed by the applicable Mortgage Loan Seller certifying that the electronic copies of the documents and information uploaded to [_________] constitute all documents and information required
        under the definition of “Diligence File” (the “Diligence File Certification”).

    (i)          Notwithstanding









        anything to the contrary contained in this Section 2.01 or in Section 2.02 of this Agreement, in connection with a Servicing Shift Whole Loan,

    
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    (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this Agreement (other than the
      endorsements to the Note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the related Servicing Shift Securitization Date, in which case such instruments shall be assigned and recorded in accordance with the related
      Non‐Serviced Pooling Agreement, (ii) 180 days following the Closing Date, or (iii) such Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to such Servicing Shift Securitization Date, in which case assignments and recordations shall
      be effected in accordance with this Section 2.01 until the occurrence, if any, of such Servicing Shift Securitization Date, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary thereon) until the
      earlier of (i) the related Servicing Shift Securitization Date, in which case such amendment shall be in accordance with the related Non‐Serviced Pooling Agreement, (ii) 180 days following the Closing Date, and (iii) such Servicing Shift Whole Loan
      becoming a Specially Serviced Loan prior to such Servicing Shift Securitization Date in which case such amendment shall be effected in accordance with the terms of this Section 2.01, and (3) on and following such Servicing Shift
      Securitization Date, the Person selling the related Servicing Shift Lead Note to the related Non‐Serviced Depositor, at its own expense, shall be (a) entitled to direct, in writing (which may be conclusively relied upon by the Custodian) the
      Custodian to deliver the originals of all the Mortgage Loan documents relating to such Servicing Shift Whole Loan in its possession (other than the original Note(s) evidencing such Servicing Shift Mortgage Loan) to the related Non‐Serviced Trustee or
      the related Non‐Serviced Custodian, (b) if the right under the preceding subclause (a) is exercised, required to cause the retention by or delivery to the Custodian of photocopies of Mortgage Loan documents related to such Servicing Shift
      Whole Loan so delivered to such Non‐Serviced Trustee or such Non‐Serviced Custodian, (c) entitled to cause the completion (or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph, the preparation, execution and
      delivery) and recordation of instruments of assignment in the name of the related Other Trustee or related Non‐Serviced Custodian, (d) if the right under the preceding subclause (c) is exercised, required to deliver to the Trustee or
      Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and
      any Escrow Payments, reserve funds and items specified in clauses (x) and (xii) of the definition of “Mortgage File” for such Servicing Shift Whole Loan to the related Other Servicer.

    (j)          Within
        [three (3)] Business Days of the Closing Date, the Depositor shall deliver (i) each of the Initial Schedule AL File, (ii) any Initial Schedule AL Additional File and (iii) the Annex A‐1 to the Prospectus, each in EDGAR Compatible Format, to the
        Master Servicer at [_____________].

    Section 2.02          Acceptance









          by Trustee.  (a) The Trustee, by the execution and delivery of this Agreement (1) acknowledges receipt by it or a Custodian on its behalf, subject to the provisions of Section 2.01, in good faith and without notice of any adverse
        claim, of the applicable documents specified in clause (i) of the definition of “Mortgage File” with respect to each Mortgage Loan and Trust Subordinate Companion Loan and of all other assets included in the Trust Fund and (2) declares
        (a) that it or a Custodian on its behalf holds and will hold such documents and the other documents delivered or caused to be delivered by the Mortgage Loan Sellers that constitute the Mortgage Files in the name of the Trust for the benefit of all
        present and future Certificateholders, and (b) that it holds and will hold such other assets included in the

    
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    Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders and, with respect to any original
      document in the Mortgage File for a Serviced Whole Loan, for any present or future Companion Holder (and for the benefit of the Trustee as holder of the Lower-Tier Regular Interests), as applicable.  If any Mortgage Loan Seller is unable to deliver
      or cause the delivery of any original Mortgage Note, such Mortgage Loan Seller may deliver a copy of such Mortgage Note, together with a signed lost note affidavit and appropriate indemnity and shall thereby be deemed to have satisfied the document
      delivery requirements of Section 2.01 and of this Section 2.02.

    (b)          Within
        sixty (60) days of the Closing Date, the Custodian, shall review the Mortgage Loan documents and the Trust Subordinate Companion Loan documents delivered or caused to be delivered by the Mortgage Loan Sellers constituting the Mortgage Files; and,
        promptly following such review (but in no event later than sixty (60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify in writing to each of the Rating Agencies, the Depositor, the Master
        Servicer, the Special Servicer, the Directing Certificateholder and the applicable Mortgage Loan Seller (as to each Mortgage Loan and Trust Subordinate Companion Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan or Trust
        Subordinate Companion Loan paid in full)) that, except as specifically identified in any exception report annexed to such writing (the “Custodial Exception Report”), (i) subject to the final proviso of the definition of “Mortgage File”
        herein and Section 2.01 hereof, all documents specified in [clauses (i) through (v), (viii), (ix), (xi), (xii) and (xiii) (or, with respect to clause (xii)], a copy of such letter of credit and
        the required Officer’s Certificate), if any, of the definition of “Mortgage File,” as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the
        Custodian and appear regular on their face and appear to be executed and to relate to such Mortgage Loan or Trust Subordinate Companion Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth in
        the Mortgage Loan Schedule with respect to the items specified in [clauses (iv), (vi) and (viii)(c)] in the definition of “Mortgage Loan Schedule” is correct.  With respect to each Mortgage Loan and Trust Subordinate Companion
        Loan listed on the Custodial Exception Report, the Custodian shall specifically identify such Mortgage Loan or Trust Subordinate Companion Loan together with the nature of such exception (in the form reasonably acceptable to the Custodian and the
        related Mortgage Loan Seller and separating items required to be in the Mortgage File but never delivered from items which were delivered by the related Mortgage Loan Seller but are out for filing or recording and have not been returned by the
        filing office or the recorder’s office).

    (c)          The
        Custodian shall review the Mortgage Loan documents and the Trust Subordinate Companion Loan documents received subsequent to the Closing Date; and, on or about the first anniversary of the Closing Date, the Custodian shall, in the form attached as
        Exhibit Q, certify in writing to each of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Directing Certificateholder and the applicable Mortgage Loan Seller (as to each Mortgage Loan
        and Trust Subordinate Companion Loan listed on the Mortgage Loan Schedule (other than any related Mortgage Loan or Trust Subordinate Companion Loan as to which a Liquidation Event has occurred) or any related Mortgage Loan or Trust Subordinate
        Companion Loan specifically identified in any exception report annexed to such writing) that, (i) subject to the final proviso of the definition of “Mortgage File” herein and Section 2.01 hereof, all documents specified in [clauses (i)
        through (v), (viii), (ix), (xi), (xii)

    
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    and (xiii)], if any, of the definition of “Mortgage File,” as applicable, are in its possession, (ii) the foregoing documents
      delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear regular on their face and appear to be executed and relate to such Mortgage Loan or Trust Subordinate Companion Loan, if applicable, and
      (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in [clauses (iv), (vi) and (viii)(c)] in the definition of
      “Mortgage Loan Schedule” is correct.

    (d)          Notwithstanding









        anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in the case of a Material Defect in any of the documents specified in [clauses (ii) through (v), (vii), (viii) and (ix)]
        in the definition of “Mortgage File,” which Material Defect results solely from a delay in the return of the related documents from the applicable filing or recording office and gives rise to a repurchase or substitution obligation on the part of
        the related Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement, the Directing Certificateholder, in its sole judgment, may (other than with respect to any Excluded Loan and, with
        respect to any other Mortgage Loan, only prior to the occurrence and continuance of a Control Termination Event), and the Special Servicer may, in accordance with the Servicing Standard, after the occurrence and during the continuance of a Control
        Termination Event, permit the related Mortgage Loan Seller in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit with the Master Servicer an amount, to be held in trust in a segregated Eligible Account (which may be a
        sub‐account of the Collection Account), equal to 25% of the Stated Principal Balance of the related Mortgage Loan  (in the alternative, the related Mortgage Loan Seller may deliver to the Master Servicer a letter of credit in such amount, with a
        copy to the Custodian).  Such funds or letter of credit, as applicable, shall be held by the Master Servicer (i) until the date on which the Custodian determines and notifies the Master Servicer that such Material Defect has been cured or the
        related Mortgage Loan is no longer part of the Trust Fund, at which time the Master Servicer shall return such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until same are applied to the Purchase Price (or the
        Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d) in the event of a repurchase or substitution by the related Mortgage Loan Seller.  Notwithstanding the two immediately preceding sentences, if the
        Master Servicer or the Special Servicer certifies to the Trustee, the Certificate Administrator and the Custodian that it has determined in the exercise of its reasonable judgment that the document with respect to which such Material Defect exists
        is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the
        validity or priority of any lien on collateral securing the related Mortgage Loan or for any immediate significant servicing obligation, the related Mortgage Loan Seller shall be required to repurchase or substitute for the related Mortgage Loan in
        accordance with, and to the extent required by, the terms and conditions of Section 2.03(b) and Section 6 of the related Mortgage Loan Purchase Agreement; provided, however, that such Mortgage Loan Seller shall not be
        required to repurchase the Mortgage Loan for a period of ninety (90) days after receipt of a notice to repurchase (together with any applicable extension period) if it is attempting to recover the document from the applicable filing or recording
        office and provides an officer’s certificate setting forth what actions such Mortgage Loan Seller is pursuing in connection with such recovery.  In the event of a repurchase or substitution, upon the date of such repurchase or substitution, and in
        the event that the related Mortgage Loan Seller has

    
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    delivered a letter of credit to the Master Servicer in accordance with this Section 2.02(d), the Master Servicer shall, to the
      extent necessary, draw on the letter of credit and deposit the proceeds of such draw, into the Collection Account to be applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable, in which event, the amount of such funds or
      proceeds that exceed the Substitution Shortfall Amount shall be returned to the related Mortgage Loan Seller) in accordance with Section 2.03(b).  All such funds deposited in the Collection Account shall be invested in Permitted Investments,
      at the direction and for the benefit of the related Mortgage Loan Seller.  Such funds shall be treated as an “outside reserve fund” under the REMIC Provisions, which, together with any reimbursement from the [LOAN-SPECIFIC] Trust Subordinate
      Companion Loan REMIC or the Lower‐Tier REMIC, is beneficially owned by the related Mortgage Loan Seller for federal income tax purposes, which Mortgage Loan Seller shall remain liable for any taxes payable on income or gain with respect thereto.

    (e)          It is
        herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine whether any of the documents specified in [clauses (vi), (vii) and (xii) through (xviii)] of the definition
        of “Mortgage File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or any other Person (unless identified on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents, instruments,
        certificates or other papers relating to the Mortgage Loans (or the Trust Subordinate Companion Loan, as applicable) delivered to it to determine that the same are genuine, enforceable, duly authorized, sufficient to perfect and maintain the
        perfection of a security interest or appropriate for the represented purpose or that they are other than what they purport to be on their face and, with respect to the documents specified in clause (viii) of the definition of the “Mortgage
        File,” whether the insurance is effective as of the date of the recordation, whether all endorsements or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement document has been dated the date
        of the related Mortgage Loan funding.  Further, with respect to the UCC Financing Statements referenced in the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian as part of the
        Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification to be delivered in accordance with this Section 2.02 that the related Mortgage File should include one state level UCC
        Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan (or Trust Subordinate Companion Loan, as applicable) that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are
        named as debtors in the same UCC Financing Statement filing), or if the Custodian has received notice that a particular UCC Financing Statement was filed as a fixture filing, that the related Mortgage File should include only a local UCC Financing
        Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan (or Trust Subordinate Companion Loan, as applicable) that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as
        debtors in the same UCC Financing Statement filing).  The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered on the new national forms (or on such other form as may be acceptable for filing or recording in the
        applicable jurisdiction) and in a format suitable for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC Financing Statements were originally filed or recorded, as indicated in the documents
        provided, and in accordance with then‐current laws.

    
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    (f)          If, in the
        process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents constituting a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements of Sections 2.01(b)
        and 2.01(c), not to have been delivered, (3) to contain information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective on its face (each, a “Defect”
        in the related Mortgage File), the Custodian shall promptly so notify the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Directing Certificateholder, the applicable Mortgage Loan Seller (and in
        no event later than ninety (90) days after the Closing Date and every calendar quarter thereafter until all Defects are corrected) by providing a Custodial Exception Report setting forth for each affected Mortgage Loan (or affected Trust
        Subordinate Companion Loan, as applicable), with particularity, the nature of such Defect (in a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating items required to be in the Mortgage File but never delivered
        from items which were delivered by such Mortgage Loan Seller but are out for recording or filing and have not been returned by the recorder’s office or filing office).

    Pursuant to the related Mortgage Loan Purchase Agreement, each of the Mortgage Loan Sellers will be required to effect
      (at the expense of the applicable Mortgage Loan Seller) the assignment and recordation of its respective Mortgage Loan documents until the assignment and recordation of all such Mortgage Loan documents has been completed.

    (g)          If the
        Master Servicer or the Special Servicer (i) receives a Repurchase Request or any other request from any Person for a Mortgage Loan Seller to repurchase a Mortgage Loan because of an alleged Defect or Breach (together with a Repurchase Request, a “15Ga-1









          Repurchase Request”) (the Master Servicer or the Special Servicer, as applicable, to the extent it receives such 15Ga-1 Repurchase Request, the “Repurchase Request Recipient” with respect to such 15Ga-1 Repurchase Request); or (ii)
        receives any withdrawal of a 15Ga-1 Repurchase Request by the Person making such 15Ga-1 Repurchase Request or any rejection of a 15Ga-1 Repurchase Request (or such 15Ga-1 Repurchase Request is forwarded to the Master Servicer or Special Servicer by
        another party hereto), then the Repurchase Request Recipient shall deliver notice (which may be by electronic format so long as a “backup” hard copy of such notice is also delivered on or prior to the next Business Day) of such 15Ga-1 Repurchase
        Request or withdrawal or rejection of a 15Ga-1 Repurchase Request (each, a “15Ga-1 Notice”) to the applicable Mortgage Loan Seller (other than in the case of a rejection by such Mortgage Loan Seller) and the Depositor, in each case within
        ten (10) Business Days from such Repurchase Request Recipient’s receipt thereof.

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

    A Repurchase Request Recipient shall not be required to provide any information in a 15Ga‐1 Notice protected by the
      attorney‐client privilege or attorney work product doctrines.  The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga‐1 Notice provided

    
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    pursuant to this Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective
      Affiliates to comply with Rule 15Ga‐1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information
      provided pursuant to this Section 2.02(g) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to the related Mortgage
      Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a 15Ga‐1 Notice.

    In the event that the Depositor, the Trustee, the Certificate Administrator, the Certificate Registrar, Operating
      Advisor, Asset Representations Reviewer or the Custodian receives a Repurchase Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request to the Master Servicer, if relating to a Non‐Specially Serviced
      Loan, or to the Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the following statement in the related correspondence:  “This is a ‘Repurchase Request’ under Section 2.02 of the Pooling and Servicing
      Agreement relating to the [TRUST NAME], Commercial Mortgage Pass‐Through Certificates [SERIES DESIGNATION] requiring action by you as the ‘Repurchase Request Recipient’ thereunder.”  Upon receipt of such Repurchase Request by the Master Servicer or
      the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.02(g) with respect to
      such Repurchase Request.  In no event shall the Custodian, by virtue of this provision, be required to provide any notice other than as set forth in Section 2.02 of this Agreement in connection with its review of the Mortgage File.

    If the Depositor, the Trustee, the Certificate Administrator, the Certificate Registrar, Operating Advisor, Asset
      Representations Reviewer or the Custodian receives notice or has knowledge of a withdrawal or a rejection of a Repurchase Request of which notice has been previously received or given, and such notice was not received from or copied to the Master
      Servicer or the Special Servicer, then such party shall give notice of such withdrawal or rejection to the Master Servicer or the Special Servicer, as applicable.  Any such notice received by the Trustee, the Certificate Administrator, the
      Certificate Registrar, Operating Advisor, Asset Representations Reviewer or the Custodian shall also be provided to the Depositor and, in the case of a withdrawal notice, to the applicable Mortgage Loan Seller.

    In the event that a Mortgage Loan (or Trust Subordinate Companion Loan, as applicable) is repurchased or replaced
      pursuant to Section 2.03 of this Agreement, the Master Servicer (with respect to Non‐Specially Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans) shall promptly notify the Depositor of such repurchase or
      replacement.

    
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    Section 2.03          Representations,









          Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties.  (a) The Depositor hereby represents and warrants
        that:

    
      

      

      
        (i) The Depositor is a limited liability company duly organized, validly
          existing and in good standing under the laws of the State of Delaware, and the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to
          execute, deliver and perform this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans and the Trust Subordinate Companion Loan in
          accordance with this Agreement;

      

    

    
      

      

      
        (ii) Assuming the due authorization, execution and delivery of this
          Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance with the terms of this
          Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such
          enforceability is considered in a proceeding in equity or at law);

      

    

    
      

      

      
        (iii) The execution and delivery of this Agreement and the performance of
          its obligations hereunder by the Depositor will not conflict with any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach of or constitute a default under any of the terms, conditions or
          provisions of the certificate of formation or the limited liability company agreement of the Depositor or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order or decree applicable to the
          Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets or property, which would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement;
          the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by the Depositor of this Agreement;

      

    

    
      

      

      
        (iv) There is no action, suit or proceeding pending or, to the Depositor’s
          knowledge, threatened against the Depositor in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the validity of the Mortgage Loans or the Trust Subordinate Companion Loan or
          the ability of the Depositor to carry out the transactions contemplated by this Agreement; and

      

    

    
      

      

      
        (v) The Depositor is the lawful owner of the Mortgage Loans and the Trust
          Subordinate Companion Loan with the full right to transfer the Mortgage Loans and the Trust Subordinate Companion Loan to the Trust, and the Mortgage Loans and the Trust Subordinate Companion Loan have been validly transferred to the Trust.

      

    

    
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    (b)          After its
        receipt of a Repurchase Request, the Master Servicer (if the related Mortgage Loan is a Non‐Specially Serviced Loan) or the Special Servicer (if the related Mortgage Loan is a Specially Serviced Loan), as applicable, shall request in writing that
        the applicable Mortgage Loan Seller, not later than ninety (90) days following the earlier of (i) such Mortgage Loan Seller’s discovery of any Material Defect, (ii) such Mortgage Loan Seller’s receipt of notice of any Material Defect from any party
        to this Agreement or (iii) in the case of a Material Defect relating to a Mortgage Loan not being a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section
        1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage, the earlier of (x) the discovery of any Material Defect by any party to this Agreement or (y) receipt of a notice of any Material Defect by the applicable
        Mortgage Loan Seller (such ninety (90) day period, the “Initial Cure Period”), (A) cure such Material Defect in all material respects, at such Mortgage Loan Seller’s own expense, including reimbursement of any related reasonable additional
        expenses of the Trust reasonably incurred by any party to this Agreement, (B) repurchase the affected Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable), at the applicable Purchase Price and in conformity with
        the applicable Mortgage Loan Purchase Agreement and this Agreement or (C) substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted) for such affected Mortgage Loan or
        REO Loan (excluding any related Serviced Companion Loan, if applicable) (provided that in no event shall any such substitution occur on or after the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the
        Collection Account, any Substitution Shortfall Amount in connection therewith and in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided, however, that except with respect to a Material
        Defect resulting solely from the failure by the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s title insurance required pursuant to clause (viii) of the definition of “Mortgage File” by a date not
        later than eighteen (18) months following the Closing Date, if such Material Defect is capable of being cured but is not cured within the Initial Cure Period, and the applicable Mortgage Loan Seller has commenced and is diligently proceeding with
        the cure of such Material Defect within the Initial Cure Period, the applicable Mortgage Loan Seller shall have an additional ninety (90) days commencing immediately upon the expiration of the Initial Cure Period (such additional ninety (90) day
        period, the “Extended Cure Period”) to complete such cure (or, failing such cure, to repurchase the related Mortgage Loan or REO Loan (excluding any related Serviced Companion Loan, if applicable) or substitute a Qualified Substitute
        Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will be permitted)) and provided, further, that with respect to such Extended Cure Period the applicable Mortgage Loan Seller shall have delivered
        an officer’s certificate to the Trustee, the Certificate Administrator (who shall promptly deliver a copy of such officer’s certificate to the 17g-5 Information Provider), the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
        Representations Reviewer and (with respect to any Mortgage Loan, prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder, setting forth the reason such Material Defect is not capable of being cured within the
        Initial Cure Period and what actions the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that the applicable Mortgage Loan Seller anticipates that such Material Defect will be cured within the Extended
        Cure Period.  Notwithstanding the foregoing, any Defect or Breach which causes any Mortgage Loan not to be a “qualified mortgage” (within the meaning of

    
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    Section 860G(a)(3) of the Code, but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective
      Mortgage Loan to be treated as a qualified mortgage) shall be deemed to materially and adversely affect the interests of Certificateholders therein, and (subject to the applicable Mortgage Loan Seller’s right to cure such Defect or Breach during the
      Initial Cure Period) such Mortgage Loan shall be repurchased or substituted for without regard to the Extended Cure Period described in the preceding sentence.  If the affected Mortgage Loan is to be repurchased, the funds in the amount of the
      Purchase Price remitted by the applicable Mortgage Loan Seller are to be remitted by wire transfer to the Master Servicer for deposit into the Collection Account.

    If a Mortgage Loan Seller, in connection with a Material Defect (or an allegation of a Material Defect) pertaining to
      a Mortgage Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Master Servicer (in the case of Non-Specially Serviced Loans) or the Special Servicer (in the case of Specially
      Serviced Loans) on behalf of the Trust (and with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing) (each such payment, a “Loss of Value Payment”) with respect to such Mortgage Loan,
      the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(g) of this Agreement.  The Loss of Value Payment shall include the portion of any Liquidation Fees
      payable to the Special Servicer in respect of such Loss of Value Payment and the portion of fees and reimbursable expenses of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan.  If such Loss of Value Payment is
      made, the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf regarding any such Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such
      Material Defect or repurchase or substitute for the affected Mortgage Loan based on such Material Defect under any circumstances.  This paragraph is intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan
      Seller and the Master Servicer or the Special Servicer, as applicable, on behalf of the Trust, provided that (i) prior to any such agreement or settlement, nothing in this paragraph shall preclude the Mortgage Loan Seller or the Master
      Servicer or the Special Servicer, as applicable, from exercising any of its rights related to a Material Defect in the manner and timing set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph)
      (including any right to cure, repurchase or substitute for such Mortgage Loan); (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect as a result of a Mortgage Loan not
      constituting a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but without regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective Mortgage Loan to be treated as a qualified mortgage) may
      not be cured by a Loss of Value Payment.

    With respect to any Non‐Serviced Mortgage Loan, any “Defect” (or analogous term) under the related Non‐Serviced
      Pooling Agreement shall constitute a Material Defect under each Mortgage Loan Purchase Agreement to the extent the applicable Mortgage Loan Seller (or other responsibly party) repurchases the Non‐Serviced Companion Loan from the trust created
      pursuant to such Non‐Serviced Pooling Agreement; provided, however, that the foregoing shall not apply to any Defect related solely to the promissory note for any related Non‐Serviced Companion Loan.

    
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    If any Breach pertains to a representation or warranty that the related Mortgage Loan documents or any particular
      Mortgage Loan document requires the related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan document(s), then the related Mortgage Loan Seller may cure such Breach within the
      applicable cure period (as the same may be extended) by reimbursing the Trust (by wire transfer of immediately available funds) for (i) the reasonable amount of any such costs and expenses incurred by the Master Servicer, the Special Servicer, the
      Certificate Administrator, the Trustee or the Trust that are incurred as a result of such Breach and have not been reimbursed by the related Mortgagor and (ii) the amount of any fees and reimbursable expenses of the Asset Representations Reviewer
      attributable to the Asset Review of such Mortgage Loan; provided, however, that in the event any such costs and expenses exceed $10,000, the related Mortgage Loan Seller shall have the option to either repurchase or substitute for the
      related Mortgage Loan as provided above or pay such costs and expenses.  Except as provided in the proviso to the immediately preceding sentence, the related Mortgage Loan Seller shall remit the amount of such costs and expenses and upon its making
      such remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach in all respects.  To the extent any fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently obtained from the
      related Mortgagor, the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees or expenses obtained from the related Mortgagor shall promptly be returned to the related Mortgage Loan Seller.  Periodic Payments due with
      respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced after the related Cut-off Date and
      received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution, shall be part of the Trust Fund.  Periodic Payments due with respect to each Qualified Substitute Mortgage
      Loan (if any) on or prior to the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the
      Trust after the related date of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer (or by the Special Servicer to the Master Servicer who shall then remit such funds) to the applicable
      Mortgage Loan Seller effecting the related repurchase or substitution promptly following receipt.  Notwithstanding anything herein or the related Mortgage Loan Purchase Agreement to the contrary, no delay in the discovery of a Material Defect shall
      relieve the applicable Mortgage Loan Seller of its obligation to repurchase if it is otherwise required to do so under the related Mortgage Loan Purchase Agreement and/or this Article II unless (i) the related Mortgage Loan Seller did not
      otherwise discover or have knowledge of such Material Defect, (ii) such delay is a result of the failure by a party to the applicable Mortgage Loan Purchase Agreement, or this Agreement, to provide prompt notice as required by the terms of the
      applicable Mortgage Loan Purchase Agreement, or this Agreement, after such party has actual knowledge of such Material Defect (knowledge shall not be deemed to exist by reason of the Custodial Exception Report), (iii) such Material Defect does not
      relate to the applicable Mortgage Loan not being a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, but without regard to the rule of Treasury regulations Section 1.860G-2(f)(2) that causes a defective obligation to be
      treated as a qualified mortgage, and (iv) such delay precludes such Mortgage Loan Seller from curing such Material Defect.  Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a
      hotel, restaurant (operated by a Mortgagor),

    
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    healthcare facility, nursing home, assisted living facility, self-storage facility, theater or fitness center (operated by a borrower),
      then the failure to deliver copies of the UCC Financing Statements with respect to such Mortgage Loan shall not be a Material Defect.

    Pursuant to each Mortgage Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged
      Properties with respect to a Mortgage Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the
      related Mortgage Loan documents (and such Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan documents and the related Mortgage Loan Seller provides
      an Opinion of Counsel to the effect that such release in lieu of repurchase would not cause an Adverse REMIC Event and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.

    (c)          Subject to
        the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03, and further subject to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document in the Mortgage File to
        be deemed to have a “Defect” that constitutes a Material Defect and to be conclusively presumed to materially and adversely affect the interests of Certificateholders in a Mortgage Loan or Trust Subordinate Companion Loan (but solely with respect
        to clause (a)) and to be deemed to materially and adversely affect the interest of the Certificateholders in and the value of a Mortgage Loan or Trust Subordinate Companion Loan:  (a) the absence from the Mortgage File of the original
        signed Mortgage Note, unless the Mortgage File contains a signed lost note affidavit and indemnity with a copy of the Mortgage Note that appears to be regular on its face; (b) the absence from the Mortgage File of the original signed Mortgage that
        appears to be regular on its face, unless there is included in the Mortgage File either a copy of the Mortgage with evidence of recording thereon or a copy of the Mortgage and a certificate from the related Mortgage Loan Seller stating that the
        original signed Mortgage was sent for recordation; (c) the absence from the Mortgage File of the item called for by clause (viii) of the definition of “Mortgage File”; (d) the absence from the Mortgage File of any intervening assignments
        required to create a complete chain of assignments to the Trustee on behalf of the Trust, unless there is included in the Mortgage File either a copy of the assignment with evidence of recording thereon or a copy of the intervening assignment and a
        certificate from the related Mortgage Loan Seller stating that the original intervening assignments were sent for filing or recordation, as applicable; (e) the absence from the Mortgage File of any required letter of credit (except as permitted
        under Section 2.01(b)); or (f) with respect to any related leasehold Mortgage Loan, the absence from the related Mortgage File of a copy (or an original, if available) of the related Ground Lease; provided, however, that
        (i) no Defect (except the Defects previously described in subclauses (a) through (f) of this Section 2.03(c)) shall be considered to materially and adversely affect the value of the related Mortgage Loan, the value of the
        related Mortgaged Property or the interests of the Trustee or Certificateholders unless the document with respect to which the Defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the
        related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the related Mortgage Loan or for any
        immediate significant servicing obligation; and (ii) that no Defect relating to any Non‐Serviced Mortgage Loan previously described in subclauses (b) through (f) of this Section 2.03(c) shall be considered to

    
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    materially and adversely affect the value of such Mortgage Loan, the value of the related Mortgaged Property or the interests of the
      Trustee or Certificateholders unless the related Mortgage Loan Seller, after receipt of notice of such Defect, fails to produce a copy of the document with respect to which the Defect exists within a reasonable period after receiving such notice or
      otherwise establish that the original or copy, as applicable, of such document has been delivered, in compliance with the terms of the related Non‐Serviced Pooling Agreement, to the custodian under the related Non‐Serviced Pooling Agreement. 
      Notwithstanding the foregoing, the delivery of executed escrow instructions or a binding commitment to issue a lender’s title insurance policy, as provided in clause (viii) of the definition of “Mortgage File” herein, in lieu of the delivery
      of the actual policy of lender’s title insurance, shall not be considered a Material Defect with respect to any Mortgage File if such actual policy is delivered to the Custodian not later than eighteen (18) months following the Closing Date. 
      Notwithstanding the foregoing, to the extent a Mortgage Loan Seller has otherwise complied with its document delivery requirements under this Agreement and the related Mortgage Loan Purchase Agreement, in the event that the Custodian has acknowledged
      receipt pursuant to Section 2.01(i) above of a document that is part of the Mortgage File or a Mortgage Loan Seller can otherwise prove delivery of the document, and the Custodian subsequently loses a document, the fact that such document is
      lost may not be utilized as the basis for a claim of a Material Defect against a Mortgage Loan Seller pursuant to Section 6(e) of the related Mortgage Loan Purchase Agreement and/or this Section 2.03 and the Custodian shall be liable for any
      such loss to the extent provided for in Section 8.01 hereof.

    (d)          In
        connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan or a repurchase of a Trust Subordinate Companion Loan contemplated by this Section 2.03, the Trustee, the Certificate
        Administrator, the Custodian, the Master Servicer and the Special Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the
        Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan or Trust Subordinate Companion
        Loan possessed by each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer (other than attorney‐client communications that are privileged communications), and each document that constitutes a
        part of the Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case may be to the applicable Mortgage Loan Seller in the same manner as provided in Section 6 of the related Mortgage Loan Purchase
        Agreement and, if applicable, the definition of “Mortgage File” herein, so as to vest in such Mortgage Loan Seller the legal and beneficial ownership of such repurchased or substituted Mortgage Loan or Trust Subordinate Companion Loan (including
        property acquired in respect thereof and proceeds of any insurance policy with respect thereto) and the related Mortgage Loan documents.

    (e)          Section 6(e)









        of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders (subject to the limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the
        Certificateholders, the Master Servicer or the Special Servicer, with respect to any Material Defect; provided, however, that the foregoing shall in no way limit the ability of the Master Servicer, Special Servicer or Trustee to
        take any action against [REPURCHASE GUARANTOR ENTITIES], to the extent

    
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    provided for pursuant to the related Mortgage Loan Purchase Agreement, including, without limitation, pursuant to Sections 19 and 20
      thereof.

    (f)          The
        Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests), enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase
        Agreement.  Such enforcement, including, without limitation, the legal prosecution of claims, if any, shall be carried out in such form, to such extent and at such time as the Enforcing Servicer would require were it, in its individual capacity,
        the owner of the affected Mortgage Loan(s) or Trust Subordinate Companion Loan.  Any costs incurred by the Enforcing Servicer with respect to the enforcement of the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage
        Loan Purchase Agreement shall, to the extent not recovered from the applicable Mortgage Loan Seller, be deemed to be Servicing Advances to the extent not otherwise provided for herein.  The Enforcing Servicer shall be reimbursed for the reasonable
        costs of such enforcement:  first, from a specific recovery, if any, of costs, expenses or attorneys’ fees against the applicable Mortgage Loan Seller; second,
        pursuant to Section 3.05(a)(vii) herein out of the related Purchase Price, to the extent that such expenses are a specific component thereof; and third, if at the conclusion of such enforcement
        action it is determined that the amounts described in clauses first and second are insufficient, then pursuant to Section 3.05(a)(viii)
        herein out of general collections on the Mortgage Loans on deposit in the Collection Account.  Any costs, expenses or attorneys’ fees related to a repurchase of a Companion Loan shall be paid pursuant to the related Intercreditor Agreement or
        pursuant to the documents related to an Other Securitization, if applicable.

    (g)          If a
        Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect, which also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall
        have a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount of such expenses from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights
        pursuant to this Section 2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator, the Trust, the Master Servicer and the Special Servicer to recover amounts owed by the related Mortgagor
        under the terms of such Mortgage Loan including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances at the Reimbursement Rate, fees owed to the Special Servicer, and unpaid or unreimbursed
        expenses of the Trustee, the Certificate Administrator, the Trust, the Master Servicer or the Special Servicer allocable to such Mortgage Loan.  The Master Servicer or the Special Servicer (with respect to a Specially Serviced Loan), shall use
        reasonable efforts to recover such expenses for such Mortgage Loan Seller to the extent consistent with the Servicing Standard, but taking into account the subordinate nature of the reimbursement to the related Mortgage Loan Seller; provided,
        however, that the Master Servicer or the Special Servicer (with respect to a Specially Serviced Loan), (i) determines in the exercise of its sole discretion consistent with the Servicing Standard that such actions by it will not impair the
        Master Servicer’s and/or the Special Servicer’s collection or recovery of principal, interest and other sums due with respect to the related Mortgage Loan that would otherwise be payable to the Master Servicer, the Special Servicer, the Trustee,
        the Certificate Administrator and the Certificateholders pursuant to the terms of this Agreement; and (ii) may waive the collection of

    
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    amounts due on behalf of such Mortgage Loan Seller in its sole discretion in accordance with the Servicing Standard.

    (h)          If (i) any
        Crossed Underlying Loan is required to be repurchased or substituted for in the manner described in this Section 2.03 and (ii) the applicable Material Defect does not constitute a Material Defect as to any other Crossed Underlying Loan in
        the related Crossed Mortgage Loan Group (without regard to this paragraph), then the applicable Material Defect shall be deemed to constitute a Material Defect as to any other Crossed Underlying Loan in the related Crossed Mortgage Loan Group for
        purposes of this paragraph, and the related Mortgage Loan Seller will be required to repurchase or substitute for such other Crossed Underlying Loan(s) in the related Crossed Mortgage Loan Group as provided in Section 2.03(b) unless such
        other Crossed Underlying Loans satisfy the Crossed Underlying Loan Repurchase Criteria.  In the event that the remaining Crossed Underlying Loans in such Crossed Mortgage Loan Group satisfy the aforementioned criteria, the applicable Mortgage Loan
        Seller may elect either to repurchase or substitute for only the affected Crossed Underlying Loan(s) as to which the related Material Defect exists or to repurchase or substitute for all of the Crossed Underlying Loans in the related Crossed
        Mortgage Loan Group.  Any reserve or other cash collateral or letters of credit securing the Crossed Underlying Loans shall be allocated among the related Crossed Underlying Loans in accordance with the related Mortgage Loan documents or otherwise
        on a pro rata basis based upon their outstanding Stated Principal Balances.  Except as provided in this Section 2.03(h) and Section 2.03(i), all other terms of the related Mortgage Loans
        shall remain in full force and effect without any modification thereof.

    (i)          Notwithstanding









        the foregoing, if the related Mortgage provides for the partial release of one or more of the Crossed Underlying Loans, the Depositor may cause the related Mortgage Loan Seller to repurchase only that Crossed Underlying Loan required to be
        repurchased pursuant to this Section 2.03, pursuant to the partial release provisions of the related Mortgage; provided, however, that (i) the remaining related Crossed Underlying Loan(s) fully comply with the terms and
        conditions of the related Mortgage, this Agreement and the related Mortgage Loan Purchase Agreement, including the Crossed Underlying Loan Repurchase Criteria, (ii) in connection with such partial release, the related Mortgage Loan Seller obtains
        an Opinion of Counsel (at such Mortgage Loan Seller’s expense) to the effect that the contemplated action will not cause an Adverse REMIC Event and (iii) in connection with such partial release, the related Mortgage Loan Seller delivers or causes
        to be delivered to the Custodian original modifications to the Mortgage prepared and executed in connection with such partial release.

    (j)          With
        respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase or substitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) while the Trustee continues
        to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable Mortgage Loan Seller and the Master Servicer or, with respect to a Specially Serviced Loan, the Special Servicer, on behalf of the Trustee, as
        assignee of the Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement, forbear from enforcing any remedies against the other’s Primary Collateral but each will be permitted to exercise remedies against the Primary Collateral
        securing its respective related Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the Mortgage Loans still held by the Trustee, so long as such exercise does not materially impair the ability of the other party
        to exercise its remedies against

    
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    its Primary Collateral.  If the exercise of the remedies by one party would materially impair the ability of the other party to exercise
      its remedies with respect to the Primary Collateral securing the Crossed Underlying Loans held by such party, then both parties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising such remedies until the Mortgage
      Loan documents evidencing and securing the relevant Mortgage Loan can be modified in a manner that complies with the related Mortgage Loan Purchase Agreement to remove the threat of material impairment as a result of the exercise of remedies.

    (k)          (i) In the
        event an Initial Requesting Certificateholder delivers a written request to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor (solely in its capacity as Operating Advisor)
        that a Mortgage Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”),









        such party shall promptly forward that Certificateholder Repurchase Request to the Master Servicer and the Special Servicer, and the Master Servicer or the Special Servicer, as applicable, shall promptly forward it to the related Mortgage Loan
        Seller and each other party to this Agreement and take the actions required under Section 2.03(b).  Subject to Section 2.03(l), the Enforcing Servicer shall be the Enforcing Party with respect to a Certificateholder Repurchase
        Request.

    
      

      

      
        (i) In the event that the Depositor, the Master Servicer, the Special
          Servicer, the Trustee, the Certificate Administrator or the Operating Advisor (solely in its capacity as Operating Advisor) obtains knowledge of a Material Defect with respect to a Mortgage Loan, that party shall deliver prompt written notice of
          such Material Defect to each other party to this Agreement identifying the applicable Mortgage Loan and setting forth the basis for such allegation (a “PSA Party Repurchase Request” and, either a Certificateholder Repurchase Request or a
          PSA Party Repurchase Request, the “Repurchase Request”) and the Enforcing Servicer will be required to promptly send the PSA Party Repurchase Request to the related Mortgage Loan Seller.  Prior to the occurrence of a Resolution Failure,
          the Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the Trust against the related Mortgage Loan Seller with respect to a PSA Party Repurchase Request.  If a Resolution Failure occurs with respect to a PSA Party
          Repurchase Request, the provisions described below under subsection (l)(i) shall apply.

      

    

    
      

      

      
        (ii) In the event the Repurchase Request is not Resolved within 180 days
          after the Mortgage Loan Seller receives the Repurchase Request (a “Resolution Failure”), then the provisions described in Section 2.03 (l)(i) below shall apply.  Receipt of the Repurchase Request shall be deemed to occur
          two (2) Business Days after the Repurchase Request is sent to the related Mortgage Loan Seller.

      

    

    (l)          (i) Within two (2) Business
        Days after a Resolution Failure occurs with respect to a PSA Party Repurchase Request made by any party other than the Special Servicer or a Certificateholder Repurchase Request made by any Certificateholder other than the Directing
        Certificateholder or a Controlling Class Certificateholder, in each case, related to a Non-Specially Serviced Loan, the Master Servicer shall send a written notice (a “Master Servicer Proposed Course of Action Notice”) to the Special
        Servicer, indicating the Master Servicer’s

    
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    analysis and recommended course of action with respect to such PSA Party Repurchase Request, along with the Servicing File and all
      information, documents and records (including records stored electronically, such as records on computer tapes and magnetic discs) relating to such Non-Specially Serviced Loan and, if applicable, the related Serviced Companion Loan(s), either in the
      Master Servicer’s possession or otherwise reasonably available to the Master Servicer, and reasonably requested by the Special Servicer to the extent set forth in Section 3.19.  Upon receipt of such Master Servicer Proposed Course of Action
      Notice and such Servicing File, the Special Servicer shall become the Enforcing Servicer with respect to such PSA Party Repurchase Request.

    After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the
      Repurchase Request was initiated by an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer shall send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if
      any, to the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator who shall make such notice available to all other Certificateholders and Certificate Owners (by posting such notice
      on the Certificate Administrator’s Website) indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (the “Proposed Course of Action”).  If the Master Servicer is the Enforcing Servicer, the Master
      Servicer may (but shall not be obligated to) consult with the Special Servicer and (for so long as no Consultation Termination Event has occurred) the Directing Certificateholder regarding any Proposed Course of Action.  Such notice shall include
      (a) a request to Certificateholders to indicate their agreement with or dissent from such Proposed Course of Action, by clearly marking “agree” or “disagree” to the Proposed Course of Action on such notice within thirty (30) days of the date of such
      notice and a disclaimer that responses received after such 30-day period will not be taken into consideration, (b) a statement that in the event any Certificateholder disagrees with the Proposed Course of Action, the Enforcing Servicer shall be
      compelled to follow (either as the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder is acting as the Enforcing Party) the course of action agreed to and/or proposed by the majority of the responding
      Certificateholders that involves referring the matter to mediation or arbitration, as the case may be, in accordance with the procedures set forth below relating to the delivery of Preliminary Dispute Resolution Election Notices and Final Dispute
      Resolution Election Notices, (c) a statement that the responding Certificateholders will be required to certify their holdings in connection with such response, (d) a statement that only responses clearly marked “agree” or “disagree” with such
      Proposed Course of Action will be taken into consideration and (e) instructions for the responding Certificateholders to send their responses to the applicable Enforcing Servicer and the Certificate Administrator.  The Certificate Administrator
      shall, within fifteen (15) Business Days after the expiration of the 30-day response period, tabulate the responses received from the Certificateholders and share the results with the Enforcing Servicer and the Certifcateholders and Certificate
      Owners (by posting such tabulation of responses on the Certificate Administrator’s Website).  The Certificate Administrator shall only count responses timely received and clearly indicating agreement or dissent with the related Proposed Course of
      Action and additional verbiage or qualifying language shall not be taken into consideration for purposes of determining whether the related Certificateholder agrees or disagrees with the Proposed Course of Action.  The Certificate Administrator shall
      be under no obligation to answer any questions from the Certificateholders regarding such Proposed Course of Action.  For the avoidance of doubt, the Certificate Administrator’s obligations in connection

    
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    with this Section 2.03(l) shall be limited solely to tabulating the Certificateholders’ responses of “agree” or “disagree” to the
      Proposed Course of Action, and such obligation shall not be construed to impose any enforcement obligation on the Certificate Administrator.  The Enforcing Servicer may conclusively rely (without investigation) on the Certificate Administrator’s
      tabulation of the majority of the responding Certificateholders.  If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the applicable
      Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding
      arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting
      Certificateholder, if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such other
      Certificateholder or Certificate Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within [thirty (30)] days from the date the Proposed Course of Action Notice is posted on the
      Certificate Administrator’s Website (the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either mediation or arbitration.  In the event (a) the Enforcing Servicer’s initial Proposed Course
      of Action indicated a recommendation to undertake mediation (including nonbinding arbitration) or arbitration, (b) any Certificateholder or Certificate Owner entitled to do so delivers a Preliminary Dispute Resolution Election Notice, and the
      Enforcing Servicer has also received responses from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course of Action indicating a recommendation to undertake mediation (including nonbinding
      arbitration) or arbitration, such additional responses from other Certificateholders or Certificate Owners shall be considered Preliminary Dispute Resolution Election Notices supporting such Proposed Course of Action for purposes of determining the
      course of action approved by the majority of responding Certificateholders.

    
      

      

      
        (ii) If neither the Initial Requesting Certificateholder, if any, nor any
          other Certificateholder or Certificate Owner delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner shall have the right to refer the Repurchase Request to
          mediation or arbitration, and the Enforcing Servicer shall be the sole party entitled to determine a course of action, including, but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller, subject to any consent or
          consultation rights of the Directing Certificateholder pursuant to Section 6.08.

      

    

    For the avoidance of doubt, no party other than the Enforcing Servicer shall be entitled to exercise such rights.

    
      

      

      
        (iii) [Promptly and in any event within [__] Business Days following
          receipt of a Preliminary Dispute Resolution Election Notice from (a) the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of clauses (a) and (b), a “Requesting
            Certificateholder”), the Enforcing Servicer shall consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding arbitration)

      

    

    
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    or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution
        Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed no
      later than [at least ten (10)] Business Days following the Dispute Resolution Cut-off Date.  The Enforcing Servicer shall be entitled to establish procedures the Enforcing Servicer deems in good faith to be in accordance with the Servicing Standard
      relating to the timing and extent of such consultations.]  No later than [at least five (5)] Business Days after completion of the Dispute Resolution Consultation, a Requesting Certificateholder may provide a final notice to the Enforcing Servicer
      indicating its decision to exercise its right to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).

    
      

      

      
        (iv) If, following the Dispute Resolution Consultation, no Requesting
          Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated under this Agreement to determine a course
          of action, including, but not limited to, enforcing the rights of the Trust with respect to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter to mediation or
          arbitration.

      

    

    
      

      

      
        (v) If a Requesting Certificateholder timely delivers a Final Dispute
          Resolution Election Notice to the Enforcing Servicer, then such Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding arbitration) or arbitration.  If there are more
          than one Requesting Certificateholder that timely deliver a Final Dispute Resolution Election Notice, then such Requesting Certificateholders shall collectively become the Enforcing Party, and the holder or holders of a majority of the Voting
          Rights among such Requesting Certificateholders shall be entitled to make all decisions relating to such mediation or arbitration.  If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the terms of this
          Agreement within [at least thirty (30) ]days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no
          Certificateholder or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed Course of Action Notice indicated that the Enforcing Servicer shall take no further action with
          respect to the Repurchase Request, then the related Material Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase Agreement; provided, however, that such Material Defect shall
          not be deemed waived with respect a Requesting Certificateholder, any other Certificateholder or Certificate Owner or the Enforcing Servicer to the extent there is a material change in the facts and circumstances known to such party at the time
          when the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii), then the
          Enforcing Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled to determine a course of action, including, but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller.

      

    

    
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    For the avoidance of doubt, no party other than the Enforcing Servicer shall be entitled to
      exercise such rights.

    
      

      

      
        (vi) Notwithstanding the foregoing, the dispute resolution provisions
          described above under this Section 2.03(l) shall not apply, and the Enforcing Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request, or determines in
          accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.

      

    

    
      

      

      
        (vii) In the event a Requesting Certificateholder becomes the Enforcing
          Party, the Enforcing Servicer, on behalf of the Trust, shall remain a party to any proceedings against the related Mortgage Loan Seller as further described below.

      

    

    
      

      

      
        (viii) For the avoidance of doubt, neither the Depositor, any Mortgage Loan
          Seller nor any of their respective Affiliates shall be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder.

      

    

    (m)          If the Enforcing Party
        selects mediation (including nonbinding arbitration), the following provisions shall apply:

    
      

      

      
        (i) The mediation shall be administered by a nationally recognized
          mediation services provider selected by the related Mortgage Loan Seller within [30] days of written notice of the Enforcing Party’s selection of mediation (such provider, the “Mediation Services Provider”) in accordance with published
          mediation procedures (the “Mediation Rules”) promulgated by the Mediation Services Provider.

      

    

    
      

      

      
        (ii) The mediator shall be impartial, [an attorney admitted to practice in
          the State of New York] and have at least [__] years of experience in commercial litigation, and if possible, commercial real estate finance, commercial mortgage-backed securitization matters or other complex commercial transactions and who will
          be appointed from a list of neutrals maintained by the Mediation Services Provider.  Upon being supplied a list of at least ten potential mediators by the Mediation Services Provider, each party will have the right to exercise two peremptory
          challenges within [14] days and to rank the remaining potential mediators in order of preference.  The Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices of the parties
          to the extent possible.

      

    

    
      

      

      
        (iii) The parties shall use commercially reasonable efforts to conduct an
          organizational conference to begin the mediation within [10] Business Days of the selection of the mediator and to conclude the mediation within [60] days thereafter.

      

    

    
      

      

      
        (iv) The expenses of any mediation shall be allocated among the parties to
          the mediation, including, if applicable, between the Enforcing Party and Enforcing Servicer, as mutually agreed by the parties as part of the mediation.

      

    

    (n)          If the
        Enforcing Party selects third-party arbitration, the following provisions will apply:

    
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        (i) The arbitration shall be administered by a nationally recognized
          arbitration services provider selected by the related Mortgage Loan Seller within [30] days of written notice of the Enforcing Party’s selection of arbitration (such provider, the “Arbitration Services Provider”) in accordance with
          published arbitration procedures (the “Arbitration Rules”) promulgated by the Arbitration Services Provider.

      

    

    
      

      

      
        (ii) The arbitrator shall be impartial, [an attorney admitted to practice
          in the State of New York] and have at least [__] years of experience in commercial litigation and if possible, commercial real estate finance,  commercial mortgage-backed securitization matters or other complex commercial transactions and who
          will be appointed from a list of neutrals maintained by the Arbitration Services Provider.  Upon being supplied a list of at least ten potential arbitrators by the Arbitration Services Provider, each party will have the right to exercise two
          peremptory challenges within [14] days and to rank the remaining potential arbitrators in order of preference.  The Arbitration Services Provider will select the arbitrator from the remaining attorneys on the list respecting the preference
          choices of the parties to the extent possible.

      

    

    
      

      

      
        (iii) Prior to accepting an appointment, the arbitrator must promptly
          disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.

      

    

    
      

      

      
        (iv) After consulting with the parties at an organizational conference held
          not later than 10 Business Days after its appointment, the arbitrator shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the
          arbitration within [120] days.  The arbitrator shall have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of Civil Procedure for non-jury
          matters (the “Rules”) (including summary judgment and other prehearing and post hearing motions), and shall do so by reasoned decision on the motion of any party to the arbitration.

      

    

    
      

      

      
        (v) [Notwithstanding whatever other discovery may be available under the
          Rules, unless otherwise agreed by the parties, each party to the arbitration shall be presumptively limited to the following discovery in the arbitration: [(A) the parties shall reasonably and in good faith voluntarily produce to all other
          parties all documents upon which they intend to rely and all documents they reasonably and in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding Rule 30b-6
          witnesses), and (C) expert witness depositions,] provided that the arbitrator shall have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown that such
          additional discovery is reasonable and necessary.]

      

    

    
      

      

      
        (vi) The arbitrator shall make its final determination no later than [30]
          days after the conclusion of the hearings and submission of any post-hearing submissions.  The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase Agreement and this Agreement, and may not
          modify or change those agreements in any way or award remedies not consistent with those agreements.  The

      

    

    
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    arbitrator shall not have the power to award punitive damages or consequential damages in any arbitration conducted by
      them.  Interest on any monetary award shall bear interest from the date of the final Dispute Resolution Election Notice at the Prime Rate.  In its final determination, the arbitrator shall determine and award the costs of the arbitration (including
      the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’ fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion.  The
      determination of the arbitrator shall be by a reasoned decision in writing and counterpart copies shall be promptly delivered to the parties.  The final determination of the arbitrator shall be final and non-appealable, except for actions to confirm
      or vacate the determination permitted under federal or state law, and may be enforced in any court of competent jurisdiction.

    
      

      

      
        (vii) By selecting arbitration, the selecting party is giving up the right
          to sue in court, including the right to a trial by jury.

      

    

    
      

      

      
        (viii) No person may bring a putative or certificated class action to
          arbitration.

      

    

    (o)          The following provisions
        shall apply to both mediation and third-party arbitration:

    
      

      

      
        (i) Any mediation or arbitration shall be held in New York, New York unless
          another location is agreed by all parties;

      

    

    
      

      

      
        (ii) If the dispute involves a matter that cannot effectively be remedied
          by the payment of damages, or if there be any dispute relating to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then any party in such instance may during the pendency of
          the arbitration proceedings seek temporary equitable remedies, pending the final decision of the arbitration panel, solely by application in the Southern District if such court shall have subject matter jurisdiction, or if the Southern District
          has no jurisdiction, then the Supreme Court of the State of New York for the County of New York.  The arbitration proceedings shall not be stayed unless so ordered by the court.

      

    

    
      

      

      
        (iii) The details and/or existence of any Repurchase Request, any informal
          meetings, mediations or arbitration proceedings conducted under this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve any
          Repurchase Request, shall be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 2.03).  Such
          information shall be kept strictly confidential and shall not be disclosed or shared with any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with any
          resolution procedure under this Section 2.03), except as otherwise required by law, regulatory requirement or court order.  If any party to a resolution procedure receives a subpoena or other request for information from a third party
          (other than a governmental regulatory body) for such confidential information, the recipient shall promptly notify the other party to the resolution procedure and shall provide the other

      

    

    
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    party with a reasonable opportunity to object to the production of its confidential information.

    
      

      

      
        (iv) [In the event a Requesting Certificateholder is the Enforcing Party,
          the agreement with the arbitrator or mediator, as the case may be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to any arbitration or mediation proceedings solely for the
          purpose of being the beneficiary of any award in favor of the Enforcing Party.] All amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in the Collection Account.  The
          agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached
          in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses allocated to the Requesting Certificateholder.

      

    

    
      

      

      
        (v) In the event a Requesting Certificateholder is the Enforcing Party, the
          Requesting Certificateholder is required to pay any expenses allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the mediation proceedings.

      

    

    
      

      

      
        (vi) The Trust (or the Trustee or the Enforcing Servicer, acting on its
          behalf), the Depositor or any Mortgage Loan Seller shall be permitted to redact any personally identifiable customer information included in any information provided for purposes of any mediation or arbitration.  Each party to the proceedings
          shall be required to agree to keep confidential the details related to the Repurchase Request and the dispute resolution identified in connection with such procedures; provided, however, that (A) the Certificateholders shall be
          permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.06, (B) to the extent that the Enforcing Servicer is required under Section 2.02 to provide any 15Ga-1 Notice in
          connection with such Repurchase Request, the Enforcing Servicer shall be permitted to include in such 15Ga-1 Notice the information required pursuant to Section 2.02 and (C) the applicable Mortgage Loan Seller shall be permitted to
          disclose information related to the Repurchase Request to the extent necessary to comply with its obligations under Rule 15Ga-1 or Item 1104 of Regulation AB.

      

    

    
      

      

      
        (vii) For the avoidance of doubt, in no event shall the exercise of any
          right of a Requesting Certificateholder to refer a Repurchase Request to mediation or arbitration affect in any manner the ability of the Enforcing Servicer to perform its obligations with respect to a Mortgage Loan or the exercise of any rights
          of a Directing Certificateholder.

      

    

    
      

      

      
        (viii) Any out-of-pocket expenses required to be borne by or allocated to
          the Enforcing Servicer in a mediation or arbitration shall be reimbursable as Trust Fund expenses.

      

    

    Section 2.04          Execution









          of Certificates; Issuance of Lower-Tier Regular Interests.  The Trustee hereby acknowledges the assignment to it of the Mortgage Loans and the

    
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    Trust Subordinate Companion Loan and, subject to Section 2.01 and Section 2.02, the delivery to the Custodian of the
      Mortgage Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment to it of all of the other assets included in the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC, the
      Lower‐Tier REMIC and the Grantor Trust.  Concurrently with such assignment and delivery, and in exchange for the Mortgage Loans (other than Excess Interest) and the Trust Subordinate Companion Loan and the other assets comprising the [LOAN-SPECIFIC]
      Trust Subordinate Companion Loan REMIC and the Lower‐Tier REMIC, receipt of which is hereby acknowledged, the Trustee (i) acknowledges the issuance of the Class [LOAN-SPECIFIC] Certificates and the [LOAN-SPECIFIC]-R Interest to the Depositor in
      exchange for the assets comprising the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC; (ii) the Trustee acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR Interest to the Depositor; (iii) the Trustee acknowledges
      the creation of the Grantor Trust (as described in Section 2.05 below); (iv) acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper‐Tier REMIC; and (v) immediately thereafter, in exchange for the
      Lower-Tier Regular Interests (and together with, in the case of the Class [LOAN-SPECIFIC] Certificates, the Depositor’s interest in the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC and, in the case of the Class [ARD] Certificates, the
      Depositor’s interest in the Grantor Trust), the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute and caused the Authenticating Agent to
      authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates, the Class [ARD] Certificates, the Class [LOAN-SPECIFIC] Certificates and the Class [R] Certificates, and the Depositor hereby acknowledges the receipt by it
      or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper‐Tier REMIC (and additionally, (x) in the case of the Class [LOAN-SPECIFIC] Certificates (and the [LOAN-SPECIFIC]-R Interest),
      the beneficial ownership of the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC, (y) in the case of the Class [ARD] Certificates, the beneficial ownership of the respective portion of the Grantor Trust, and (z) in the case of the Class [R]
      Certificates, the [LOAN-SPECIFIC]‐R Interest, the Class LR Interest and the Class UR Interest); and (vi) the Trustee acknowledges that it has caused the Certificate Administrator to issue the Class [EC] Certificates in exchange for the related assets
      of the Grantor Trust and has caused the Certificate Registrar to execute and cause the Authenticating Agent to deliver to or upon the order of the Depositor such Certificates, and the Depositor hereby acknowledges the receipt by it, or its designees,
      of such Certificates in authorized denominations, evidencing beneficial ownership of the respective portion of the Grantor Trust.

    Section 2.05          Creation









          of the Grantor Trust.  The portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets, undivided beneficial ownership of which will be represented by the Class S Certificates shall be treated as a trust the
        beneficiaries of which are treated as the “owners” of such assets under subpart E, part I of subchapter J of the Code. The Class [ARD] Certificates are hereby designated as undivided beneficial interests in the portion of the Trust Fund consisting
        of Excess Interest and the Excess Interest Distribution Account and proceeds thereof and the Class [EC] Certificates are hereby designated as undivided beneficial interests in the portion of the Trust Fund consisting of the uncertificated regular
        interests in the Upper‐Tier REMIC represented by any Exchangeable Certificates that have been exchanged and converted for the Class [EC] Certificates and the Class [EC] Distribution Account, which portions shall be treated as a grantor trust within
        the meaning of subpart E, part I

    
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      of subchapter J of the Code.  For federal income tax purposes, the regular interests in the Upper‐Tier REMIC represented by the classes of Exchangeable
        Certificates (or portions thereof) that have been exchanged for Class [EC] Certificates shall be deemed to continue to be outstanding and represented by the Class [EC] Certificates, and upon a reconversion of Class [EC] Certificates for
        Exchangeable Certificates, shall again be deemed to be represented by such Exchangeable Certificates.

      [End of Article II]

      ARTICLE III

          

          ADMINISTRATION AND SERVICING OF THE TRUST FUND

      Section 3.01          The Master
            Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the Serviced Companion Loans, the Trust Subordinate Companion Loan and REO Properties.  (a) Each of the Master Servicer
          and Special Servicer shall diligently service and administer the Mortgage Loans (other than any Non‐Serviced Mortgage Loan), any related Serviced Companion Loans and the REO Properties (other than any REO Property related to a Non‐Serviced Mortgage Loan) it is obligated to service in accordance with applicable law, this Agreement and the Mortgage Loan documents on behalf of the Trust and in the best interests of and for the benefit of
          the Certificateholders and, (i) in the case of the Serviced Companion Loans, the Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests) and (ii) in the case of the Trust Subordinate Companion Loan, the Holders of the
          Class [LOAN-SPECIFIC] Certificates and the Trustee, in each case, as a collective whole, taking into account the subordinate or pari passu nature of such Companion Loans or Trust Subordinate Companion
          Loan, as the case may be (as determined by the Master Servicer or Special Servicer, as the case may be, in its reasonable judgment), in accordance with applicable law, the terms of this Agreement (and, with respect to each Serviced Whole Loan,
          Trust Subordinate Companion Loan, Trust AB Whole Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor Agreement) and the terms of the respective Mortgage Loans and, if applicable, the related Companion Loan or Trust
          Subordinate Companion Loan, as the case may be, taking into account the subordinate or pari passu nature of the Companion Loan or Trust Subordinate Companion Loan, as the case may be.  With respect to
          each Serviced Whole Loan or Trust AB Whole Loan, in the event of a conflict between this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement shall control; provided that in no event shall the Master
          Servicer or the Special Servicer, as the case may be, take any action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause the Master Servicer or the Special Servicer, as the case may be, to
          violate the Servicing Standard or the REMIC Provisions.  To the extent consistent with the foregoing, the Master Servicer and the Special Servicer shall service the Mortgage Loans (other than any Non‐Serviced Mortgage Loan), the Serviced
          Companion Loans and the Trust Subordinate Companion Loan in accordance with the higher of the following standards of care:  (1) in the same manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer or
          the Special Servicer, as the case may be, services and administers similar mortgage loans for other third party portfolios and (2) the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case
          may

      
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      be, services and administers similar mortgage loans owned by the Master Servicer or the Special Servicer, as the case may be, with a view to (A) the timely
        recovery of all payments of principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in the case of a Specially Serviced Loan or an REO Property, maximization of timely recovery of principal and interest on a net present value
        basis on such Mortgage Loans and any related Serviced Companion Loans, and the best interests of the Trust and the Certificateholders (as a collective whole as if such Certificateholders constituted a single lender) (and in the case of any Whole
        Loan, the best interests of the Trust, the Certificateholders and any related Companion Holder (as a collective whole as if such Certificateholders and the holder or holders of the related Companion Loan constituted a single lender), taking into
        account the subordinate or pari passu nature of the related Companion Loan), as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment, in either case
        giving due consideration to the customary and usual standards of practice of prudent institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but without regard to any conflict of interest arising from: 
        (i) any relationship that the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer may have with any Mortgagor or any Affiliate of such Mortgagor, any Mortgage Loan Seller or any other parties to
        this Agreement; (ii) the ownership of any Certificate, Companion Loan, mezzanine loan, or subordinate debt relating to a Mortgage Loan by the Master Servicer, the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer, as
        applicable; (iii) the obligation, if any, of the Master Servicer to make Advances; (iv) the right of the Master Servicer’s or the Special Servicer’s, as the case may be, or any of its Affiliates to receive compensation for its services and
        reimbursement for its costs hereunder or with respect to any particular transaction; (v) the ownership, servicing or management for others of (a) the Non‐Serviced Mortgage Loan and the Non‐Serviced Companion Loan or (b) any other mortgage loans,
        subordinate debt, mezzanine loans or properties not covered by this Agreement or held by the Trust by the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt that the Master Servicer or the Special
        Servicer, as the case may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate of any Mortgagor (including, without limitation, any mezzanine financing); (vii) any option to purchase any Mortgage Loan or the related Companion
        Loan(s) the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, may have; and (viii) any obligation of the Master Servicer or the Special Servicer, or any of their respective Affiliates, to repurchase or
        substitute for a Mortgage Loan as a Mortgage Loan Seller (if the Master Servicer or the Special Servicer or one of their respective Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing Standard”).

      The Master Servicer and the Special Servicer shall act in accordance with the Servicing Standard with respect to any action required to be
        taken regarding the Non‐Serviced Mortgage Loans pursuant to their obligations under this Agreement.

      Without limiting the foregoing, subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i) any
        Mortgage Loans (other than the Non‐Serviced Mortgage Loans), any related Serviced Companion Loans and Trust Subordinate Companion Loan as to which a Servicing Transfer Event has occurred and is continuing (each, a “Specially Serviced Loan”)
        or as otherwise provided herein with respect to any related Serviced Companion Loans as to which a Servicing Transfer Event has not occurred (each, a “Non-Specially Serviced Loan”) in connection with any Major Decision or Special Servicer
        Decision and (ii) any REO

      
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      Properties (other than the Non‐Serviced Mortgaged Properties); provided that the Master Servicer (A) shall continue to receive payments and make all
        calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had
        occurred and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such services with respect to such Specially Serviced Loans and REO Properties as are specifically provided for herein;
        and (B) shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure by the Special
        Servicer to otherwise comply with its obligations hereunder.  The Master Servicer, in its capacity as Master Servicer, shall not have any responsibility for the performance by the Special Servicer, in its capacity as Special Servicer, of its duties
        under this Agreement.  The Special Servicer, in its capacity as Special Servicer, shall not have any responsibility for the performance by the Master Servicer, in its capacity as Master Servicer, of its duties under this Agreement.  Each Mortgage
        Loan, any related Serviced Companion Loan or Trust Subordinate Companion Loan, as applicable, that becomes a Specially Serviced Loan shall continue as such until satisfaction of the conditions specified in Section 3.19(a).  Without limiting
        the foregoing, subject to (i) the processing of any Major Decision by the Special Servicer in accordance with the terms of this Agreement and (ii) Section 3.19, the Master Servicer shall be obligated to service and administer any
        Non-Specially Serviced Loan, any related Serviced Companion Loan or Trust Subordinate Companion Loan.  The Special Servicer shall make the property inspections, use its reasonable efforts to collect the financial statements, budgets, operating
        statements and rent rolls and forward to the Master Servicer the reports in respect of the related Mortgaged Properties with respect to Specially Serviced Loans in accordance with Section 3.12.  After notification to the Master Servicer,
        the Special Servicer may contact the Mortgagor of any Non‐Specially Serviced Loan if efforts by the Master Servicer to collect required financial information have been unsuccessful or any other issues remain unresolved.  Such contact shall be
        coordinated through and with the cooperation of the Master Servicer.  No provision herein contained shall be construed as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability or recoverability of
        payments on the Mortgage Loans, any related Serviced Companion Loan or Trust Subordinate Companion Loan or shall be construed to impair or adversely affect any rights or benefits provided by this Agreement to the Master Servicer or the Special
        Servicer (including with respect to Servicing Fees, Special Servicing Fees or the right to be reimbursed for Advances and interest accrued thereon).  Any provision in this Agreement for any Advance by the Master Servicer or the Trustee is intended
        solely to provide liquidity for the benefit of the Certificateholders and not as credit support or otherwise to impose on any such Person the risk of loss with respect to one or more of the Mortgage Loans, any related Serviced Companion Loans or
        Trust Subordinate Companion Loan.  No provision hereof shall be construed to impose liability on the Master Servicer or the Special Servicer for the reason that any recovery to the Certificateholders in respect of a Mortgage Loan at any time after
        a determination of present value recovery is less than the amount reflected in such determination.

      (b)          Subject only to the Servicing
          Standard and the terms of this Agreement (including, without limitation, Section 6.08) and of the respective Mortgage Loans, any related Serviced Companion Loans or Trust Subordinate Companion Loan and any related Intercreditor Agreement,
          if applicable, and applicable law, the Master Servicer and the Special Servicer each

      
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      shall have full power and authority, acting alone or, in the case of the Master Servicer, subject to Section 3.20, through one or more Sub‐Servicers, to do or
        cause to be done any and all things in connection with such servicing and administration for which it is responsible which it may deem necessary or desirable.  Without limiting the generality of the foregoing, each of the Master Servicer and the
        Special Servicer, in its own name (or in the name of the Trustee and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered by the Trustee to execute and deliver, on behalf of the Certificateholders
        (including, in the case of the Trust Subordinate Companion Loan, the Holders of the Class [LOAN-SPECIFIC] Certificates) (and, with respect to a Serviced Companion Loan, the related Serviced Companion Noteholder) and the Trustee or any of them, with
        respect to each Mortgage Loan, any related Serviced Companion Loan or Trust Subordinate Companion Loan, it is obligated to service under this Agreement:  (i) any and all financing statements, continuation statements and other documents or
        instruments necessary to maintain the lien created by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related collateral, and shall, from time to time, execute and/or deliver such
        financing statements, continuation statements and other documents or instruments as necessary to maintain the lien created by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related
        collateral; (ii) subject to Sections 3.08, 3.18 and 6.08, any and all modifications, waivers, amendments or consents to, under or with respect to any documents contained in the related Mortgage File; (iii) any and all
        instruments of satisfaction or cancellation, pledge agreements and other documents in connection with a defeasance, or of partial or full release or discharge, and all other comparable instruments; and (iv) any or all complaints or other pleadings
        to initiate and/or to terminate any action, suit or proceeding on behalf of the Trust (in their representative capacities (except as set forth below in this paragraph).  The Master Servicer (with respect to Non-Specially Serviced Loans) and the
        Special Servicer (with respect to Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage Loans or Trust Subordinate Companion Loan that it is servicing any reports required to be provided to them pursuant to the related
        Mortgage Loan documents.  Subject to Section 3.10, the Trustee shall (i) on the Closing Date, furnish to the Master Servicer and the Special Servicer original powers of attorney in the form of Exhibit R‐1 or Exhibit R‐2
        attached hereto (or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and (ii) upon request, furnish, or cause to be furnished, to the Master Servicer or the Special Servicer any
        powers of attorney substantially in the form of  Exhibit R 1 or Exhibit R‐2 attached hereto, as applicable (or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as
        applicable) and other documents necessary or appropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry out its servicing and administrative duties hereunder; provided, however, that the Trustee
        shall not be held responsible or liable for any acts of the Master Servicer or the Special Servicer, or for any negligence with respect to, or misuse of, any such power of attorney by the Master Servicer or the Special Servicer.  Notwithstanding
        anything contained herein to the contrary, the Master Servicer or the Special Servicer, as the case may be, shall not, without the Trustee’s written consent:  (i) initiate any action, suit or proceeding solely under the Trustee’s name without
        indicating the Master Servicer’s or the Special Servicer’s, as the case may be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so
        prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or Special Servicer, as applicable, shall 

      
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      then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is
        reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s
        consent or indicate the Master Servicer’s or Special Servicer’s, as applicable, representative capacity)) or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be required to be registered to do business in any
        state.

      (c)          To the extent the Master
          Servicer is permitted pursuant to the terms of the related Mortgage Loan documents, Companion Loan documents or Trust Subordinate Companion Loan documents (including any related Intercreditor Agreement) to exercise its discretion with respect to
          any action which requires Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then‐current ratings of any
          class of Serviced Companion Loan Securities (if any) or the Class [LOAN-SPECIFIC] Certificates (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be
          considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor.  To the extent the terms of the related
          Mortgage Loan documents, Companion Loan documents or Trust Subordinate Companion Loan documents (including any related Intercreditor Agreement) require the Mortgagor to bear the costs of any Rating Agency Confirmation or confirmation of any
          applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then‐current ratings of any class of Serviced Companion Loan Securities (if any) or Class [LOAN-SPECIFIC] Certificates (provided
          that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer shall not
          waive the requirement that such costs and expenses be borne by the related Mortgagor.  To the extent that the terms of the related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) are silent as
          to who bears the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then‐current ratings of any class of Serviced
          Companion Loan Securities (if any) or Class [LOAN-SPECIFIC] Certificates (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
          respect to the Certificates pursuant to Section 3.25), the Master Servicer shall use reasonable efforts to have the Mortgagor bear such costs and expenses.  The Master Servicer shall not be responsible for the payment of such costs and
          expenses out of pocket other than as a Servicing Advance.

      (d)          The relationship of each of
          the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.

      (e)          The Master Servicer shall, to
          the extent permitted by the related Mortgage Loan documents, any related Companion Loan documents or Trust Subordinate Companion Loan documents, and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted
          Investments.

      
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      (f)          Within sixty (60) days (or
          such shorter time period as is required by the terms of the applicable Mortgage Loan documents) after the later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable Mortgage Loan Seller pursuant to the
          Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each Mortgage Loan identified as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee, as titled in Section 2.01(b))
          for the benefit of the Certificateholders and any related Companion Holders shall be the beneficiary under each such letter of credit and (y) the Master Servicer shall notify each lessor under a Ground Lease for each Mortgage Loan identified as
          subject to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the leasehold mortgagee, that any notices of default under such Ground Lease that are required to be delivered to the leasehold mortgagee pursuant to the terms of
          such Ground Lease shall be delivered to the Master Servicer (who shall forward such notices to the Special Servicer) and that the Master Servicer or the Special Servicer shall service the related Mortgage Loan for the benefit of the
          Certificateholders.  If a letter of credit is required to be drawn upon earlier than the date the applicable Mortgage Loan Seller has notified the provider of such letter of credit pursuant to clause (x) of the immediately preceding
          sentence, such Mortgage Loan Seller shall cooperate with the reasonable requests of the Master Servicer or Special Servicer in connection with making a draw under such letter of credit.  If the Mortgage Loan documents do not require the related
          Mortgagor to pay any costs and expenses relating to any modifications to or assignment of the related letter of credit, then the applicable Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable
          Mortgage Loan Purchase Agreement.  If the Mortgage Loan documents require the related Mortgagor to pay any costs and expenses relating to any modifications to the related letter of credit, and such Mortgagor fails to pay such costs and expenses
          after the Master Servicer has exercised reasonable efforts to collect such costs and expenses from such Mortgagor, then the Master Servicer shall give the applicable Mortgage Loan Seller notice of such failure and the amount of costs and
          expenses, and such Mortgage Loan Seller shall pay such costs and expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement.  The costs and expenses of any modifications to Ground Leases shall be paid by the
          related Mortgagor.  Neither the Master Servicer nor the Special Servicer shall have any liability for the failure of any Mortgage Loan Seller to perform its obligations under the related Mortgage Loan Purchase Agreement.

      (g)          Notwithstanding anything
          herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make an Advance with respect to any Companion Loan or Trust Subordinate Companion Loan to the extent the related Serviced Mortgage Loan or Trust AB
          Mortgage Loan, as applicable, has been paid in full or is no longer included in the Trust Fund.

      (h)          Servicing and administration
          of each Serviced Companion Loan and Trust Subordinate Companion Loan shall continue hereunder and in accordance with the related Intercreditor Agreement for so long as the corresponding Serviced Mortgage Loan or Trust AB Mortgage Loan, as
          applicable, or any related REO Property is part of the Trust Fund or for such longer period as is contemplated by the related Intercreditor Agreement and as any amounts payable by the related Companion Holder or the holder of the related Trust
          Subordinate Companion Loan, as applicable, to or for the benefit of the Trust or any party hereto, or payable

      
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      to the related Companion Holder, in accordance with the related Intercreditor Agreement remain due and owing.

      (i)          The Special Servicer agrees
          that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan, Serviced Whole Loan or Trust Subordinate Companion Loan, that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall,
          subject to Section 3.19, use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the Special Servicer determines such action is in the best interests of the Trust, all
          rights conveyed to the Trustee pursuant to any such Intercreditor Agreement.  The costs and expenses incurred by the Special Servicer in connection with such enforcement shall be paid as a Trust Fund expense or, subject to the terms of the
          applicable Intercreditor Agreement, (i) with respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu, by the Trust and the related Serviced Pari
          Passu Companion Loan(s), in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) or (ii) with respect to any Serviced AB Whole Loan, first, by
          the related AB Subordinate Companion Loan and then, pro rata and pari passu, by the Trust and the related Serviced Pari Passu Companion Loan (if any), in
          accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s).

      (j)          Notwithstanding anything
          herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under the related Intercreditor Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not with respect to
          making Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time as a separate servicing agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged that
          neither the Master Servicer nor the Special Servicer shall be obligated under a separate agreement to which it is not a party); provided that, other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely
          with respect to claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with a legal claim or action resulting from an action or
          inaction taken or not taken while the related Serviced Mortgage Loan was part of the Trust Fund), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan on and after the date the related Serviced Mortgage Loan is no
          longer part of the Trust Fund shall be payable out of the Trust Fund and the Master Servicer shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases to be part of the Trust Fund; provided, however,
          that if, in the case of any Serviced Pari Passu Whole Loan, the related Serviced Companion Loan continues to be included in an Other Securitization, then for so long as a separate servicing agreement (pursuant to the related Intercreditor
          Agreement) has not been entered into, the Master Servicer shall inform the related Other Servicer of any need to make Servicing Advances with respect to a Serviced Whole Loan within three (3) Business Days of determining that such an Advance is
          necessary or being notified that such an Advance is necessary, or in the case of a Servicing Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day.  With respect to Servicing Advances made by any Other
          Servicer as contemplated in the second proviso to the preceding sentence, the Master Servicer shall, from collections on the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO Properties) received by
          the Master Servicer, reimburse the Other Servicer for such Servicing Advances in the same manner

      
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      and on the same level of priority as if such Servicing Advances had been made by the Master Servicer hereunder.

      (k)          Notwithstanding anything
          herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect to a
          Non‐Serviced Mortgage Loan are limited by and subject to the terms of the related Non‐Serviced Intercreditor Agreement and the rights of the related Non‐Serviced Master Servicer and Non‐Serviced Special Servicer with respect thereto under the
          related Non‐Serviced Pooling Agreement.  The Master Servicer (or, with respect to any Specially Serviced Loan, the Special Servicer) shall use reasonable efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as
          holder of a Non‐Serviced Mortgage Loan) under the related Non‐Serviced Intercreditor Agreement and Non‐Serviced Pooling Agreement.

      (l)          The parties hereto acknowledge
          that each Non‐Serviced Mortgage Loan is subject to the terms and conditions of the related Non‐Serviced Intercreditor Agreement and further acknowledge that, pursuant to the related Non‐Serviced Intercreditor Agreement, (i) the related
          Non‐Serviced Mortgage Loan is to be serviced and administered by the related Non‐Serviced Master Servicer and Non‐Serviced Special Servicer in accordance with the related Non‐Serviced Pooling Agreement, and (ii) in the event that (A) the related
          Non‐Serviced Companion Loan is no longer part of the Trust Fund created by the related Non‐Serviced Pooling Agreement and (B) the related Non‐Serviced Mortgage Loan is included in the Trust Fund, then, as set forth in the related Non‐Serviced
          Intercreditor Agreement, the related Non‐Serviced Whole Loan shall continue to be serviced in accordance with the related Non‐Serviced Pooling Agreement, until such time as a new servicing agreement has been agreed to by the parties to the
          related Non‐Serviced Intercreditor Agreement in accordance with the provisions of such agreement and confirmation has been obtained from the Rating Agencies that such new servicing agreement would not result in a downgrade, qualification or
          withdrawal of the then‐current ratings of any Class of Certificates then outstanding.

      (m)          Notwithstanding anything
          herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect to a
          Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement.  The Master Servicer (or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable efforts
          consistent with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related Serviced Mortgage Loan) under the related Intercreditor Agreement.  In the event of any conflict between this Agreement and the
          related Intercreditor Agreement, the provisions of the related Intercreditor Agreement shall control.

      (n)          In connection with the
          securitization of the [SERVICED WHOLE LOAN] Pari Passu Companion Loan, while it is a Serviced Companion Loan, upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master Servicer,
          the Special Servicer (if such Serviced Companion Loan is a Specially Serviced Loan) and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to
          provide information

      
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      relating to such Whole Loan and the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure
        document(s) relating to such Other Securitization.

      (o)          The parties hereto acknowledge
          and agree that the servicing and administration of a Trust Subordinate Companion Loan shall continue hereunder by the Master Servicer and the Special Servicer even if the related Trust AB Mortgage Loan is no longer part of the Trust Fund.  The
          parties hereto acknowledge and agree that at any time a Trust AB Mortgage Loan is no longer an asset of the Trust, the Master Servicer and Special Servicer shall have no obligation to service such Mortgage Loan or the related Mortgaged Property
          and shall service only the related Trust Subordinate Companion Loan pursuant to this Agreement, subject to the terms of the related Intercreditor Agreement with respect to any obligation to service and administer such Mortgage Loan or the related
          Mortgaged Property on an interim or temporary basis (taking into account such Mortgage Loan or related Mortgaged Property is no longer in the Trust Fund and therefore not subject to any Advancing under the terms of this Agreement) while a
          successor servicing agreement is executed.  In such case, in determining whether to incur and/or make, as applicable, any costs, expenses or liabilities with respect to the Trust Subordinate Companion Loan or follow any request from the
          Subordinate Loan-Specific Directing Certificateholder or with respect to any enforcement action or other action solely regarding the Trust Subordinate Companion Loan, the Master Servicer or Special Servicer, as applicable, shall determine, before
          incurring any such costs, expenses or liability, if such amounts are available from current collections on the Trust Subordinate Companion Loan.  The Master Servicer shall not make any Advances with respect to the Trust Subordinate Companion Loan
          if the Trust AB Mortgage Loan is no longer in the Trust Fund.  If such amounts are available, the Master Servicer or Special Servicer shall pay such amounts only from collections on the Trust Subordinate Companion Loan.  If such amounts are not
          available from current collections on the Trust Subordinate Companion Loan, no such amounts shall be incurred unless paid by the Class [LOAN-SPECIFIC] Certificateholder.  In any event, no losses, expenses, costs, fees or other amounts related
          solely to the Trust Subordinate Companion Loan shall be borne by the remainder of the Trust.

      Section 3.02          Collection of
            Mortgage Loan Payments.  (a) Each of the Master Servicer and the Special Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans, the Companion Loans and the Trust
          Subordinate Companion Loan it is obligated to service hereunder, and shall follow such collection procedures as are consistent with this Agreement (including, without limitation, the Servicing Standard); provided that, with respect to
          each Mortgage Loan that has an Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement
          action with respect to the failure of the related Mortgagor to make any payment of Excess Interest, other than requests for collection, until the Maturity Date of the related Mortgage Loan or until the outstanding principal balance of such
          Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full; provided, further, that the Master Servicer or Special Servicer, as the case may be, may take action to enforce the Trust’s right
          to apply excess cash flow to principal in accordance with the terms of the Mortgage Loan documents.  The Master Servicer or the Special Servicer, as applicable, may in its discretion waive any Penalty Charge in connection with any delinquent
          payment on a Mortgage Loan,

      
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      Companion Loan and Trust Subordinate Companion Loan that it is obligated to service hereunder three (3) times during any period of
        twenty‐four (24) consecutive months with respect to any Mortgage Loan, Serviced Companion Loan and Trust Subordinate Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable, may in its discretion waive any
        Penalty Charge in connection with any delinquent payment on a Mortgage Loan, Companion Loan and Trust Subordinate Companion Loan one additional time in such 24‐month period so long as with respect to any of the foregoing waivers, no Advance or
        additional expense of the Trust has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan.  Any additional waivers during such 24-month period with respect to such
        Mortgage Loan may be made, subject to the Servicing Standard, only after the Master Servicer or Special Servicer, as applicable, has, prior to the occurrence of a Consultation Termination Event, given notice of a proposed waiver to the Directing
        Certificateholder and, prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder has consented to such additional waiver (provided that (i) if the Master Servicer or Special Servicer, as
        applicable, fails to receive a response to such notice from the Directing Certificateholder in writing within five (5) days of giving such notice, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver) and
        (ii) after the occurrence and during the continuance of a Control Termination Event, the Master Servicer or Special Servicer, as applicable, may waive any Penalty Charge in accordance with the Servicing Standard without the consent of the Directing
        Certificateholder; and provided, further, that the Directing Certificateholder shall have no consent rights with respect to any Excluded Loan with respect to the foregoing waivers.

      (b)          (i) All amounts collected by
          or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts due and owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of the
          Mortgage Loan documents; provided, however, that absent express provisions in the related Mortgage Loan documents (including any related Intercreditor Agreement), all amounts collected by or on behalf of the Trust in respect of a
          Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation Proceeds under the Mortgage Loan (in the case of each Serviced Whole Loan, exclusive of any amounts payable to the holder or
          holders of the related Companion Loan(s) pursuant to the related Intercreditor Agreement) shall be applied in the following order of priority:

      first, as a recovery of any unreimbursed Advances (including any Workout‐Delayed Reimbursement
        Amount) with respect to the related Mortgage Loan and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the Trust;

      second, as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances
        at the Reimbursement Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of “Principal Distribution Amount”);

      third, to the extent not previously allocated pursuant to clause first or second above, as a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent of the excess of
        (i) unpaid interest accrued on such

      
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      Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual period, over (ii) after
        taking into account any allocations pursuant to clause fifth below on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this clause
        third that either (A) (x) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal
        Reduction Amounts or (y) with respect to any accrued and unpaid interest that was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that (absent such determination of
        nonrecoverability preventing such P&I Advance from being made) would not have been advanced because of the reductions in the amount of related P&I Advances for such Mortgage Loan that would have occurred in connection with related Appraisal
        Reduction Amounts, or (B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance
        was made;

      fourth, to the extent not previously allocated pursuant to clause first or second, as a recovery of principal of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder
        (or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);

      fifth, as a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of default
        interest and Excess Interest) to the extent of the sum of (x) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction
        Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I Advance not having been made as a result of a determination by the Master Servicer that such P&I Advance would have been a Nonrecoverable
        Advance, plus (y) any unpaid interest that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which
        no P&I Advance was made (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates);

      sixth, as a recovery of amounts to be currently allocated to the payment of, or escrowed for the
        future payment of, real estate taxes, assessments and insurance premiums and similar items relating to such Mortgage Loan;

      seventh, as a recovery of any other reserves to the extent then required to be held in escrow with
        respect to such Mortgage Loan;

      eighth, as a recovery of any yield maintenance charge or prepayment premium then due and owing
        under such Mortgage Loan;

      ninth, as a recovery of any late payment charges and default interest and Excess Interest then due
        and owing under such Mortgage Loan;

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

      eleventh, as a recovery of any other amounts then due and owing under such Mortgage Loan other
        than remaining unpaid principal and unpaid Excess Interest (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees);

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

      thirteenth, in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued
        but unpaid Excess Interest;

      provided that (A) to the extent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the
        lender’s rights under the related Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation) at a time when the loan-to-value ratio of the related Mortgage Loan, Serviced Whole
        Loan or Trust AB Whole Loan, as applicable, exceeds 125%, or would exceed 125% following any partial release (based solely on the value of real property and excluding personal property and going concern value, if any) must be collected and
        allocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan in the manner required by the REMIC Provisions; (B) if a Non‐Serviced Mortgage Loan and any related Non‐Serviced Companion Loan comprising a Non‐Serviced Whole
        Loan become REO Loans, the treatment of the foregoing amounts with respect to such Non‐Serviced Whole Loan shall be subject to the terms of the related Non‐Serviced Intercreditor Agreement and Non‐Serviced Pooling Agreement, in that order; and
        (C) with respect to each Mortgage Loan related to a Serviced Whole Loan or Trust AB Whole Loan, as applicable, amounts collected with respect to the related Serviced Whole Loan or Trust AB Whole Loan, as applicable, shall be allocated first
        pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan or Trust AB Mortgage Loan, as applicable, shall be subject to application as described above.

      
        

        

        
          (iii) Collections by or on behalf of the Trust in respect of any REO Property (exclusive of
            the amounts to be allocated to the payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, in the case of each Serviced Whole Loan, exclusive of any amounts payable to the holder or holders of
            the related Companion Loan(s) pursuant to the related Intercreditor Agreement) shall be applied in the following order of priority:

        

      

      first, as a recovery of any unreimbursed Advances (including any Workout‐Delayed Reimbursement
        Amount) with respect to the related Mortgage Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust with respect to the related Mortgage Loan;

      second, as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances
        at the Reimbursement Rate, to the extent previously paid or

      
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      reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of “Principal Distribution Amount”);

      third, to the extent not previously allocated pursuant to clause first or second above, as a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent of the excess of
        (i) unpaid interest accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth below or clause fifth of the prior paragraph on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i)
        of this clause third that either (A) (x) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection
        with related Appraisal Reduction Amounts or (y) with respect to any accrued and unpaid interest that was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, the amount of interest that (absent
        such determination of nonrecoverability preventing such P&I Advance from being made) would not have been advanced because of the reductions in the amount of related P&I Advances for such Mortgage Loan that would have occurred in connection
        with related Appraisal Reduction Amounts, or (B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to
        which no P&I Advance was made;

      fourth, to the extent not previously allocated pursuant to clause first or second, as a recovery of principal of such Mortgage Loan to the extent of its entire unpaid principal balance;

      fifth, as a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of default
        interest and Excess Interest) to the extent of the sum of (x) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction
        Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I Advance not having been made as a result of a determination by the Master Servicer that such P&I Advance would have been a Nonrecoverable
        Advance, plus (y) any unpaid interest that accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which
        no P&I Advance was made (to the extent collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth or clause fifth of the prior paragraph on earlier dates);

      sixth, as a recovery of any yield maintenance charge or prepayment premium then due and owing
        under such Mortgage Loan;

      seventh, as a recovery of any late payment charges and default interest and Excess Interest then
        due and owing under such Mortgage Loan;

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

      
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      ninth, as a recovery of any other amounts then due and owing under such Mortgage Loan other than
        remaining unpaid principal (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to
        Operating Advisor Consulting Fees); and

      tenth, in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but
        unpaid Excess Interest;

      provided that (A) if a Non‐Serviced Mortgage Loan and any related Non‐Serviced Companion Loan comprising a Non‐Serviced Whole Loan
        becomes an REO Loan, the treatment of the foregoing amounts with respect to such Non‐Serviced Whole Loan shall be subject to the terms of the related Non‐Serviced Intercreditor Agreement and Non‐Serviced Pooling Agreement, in that order; and
        (B) with respect to each Mortgage Loan related to a Serviced Whole Loan or Trust AB Whole Loan, as applicable, amounts collected with respect to the related Serviced Whole Loan or Trust AB Whole Loan, as applicable, shall be allocated first
        pursuant to the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan or Trust AB Mortgage Loan, as applicable, shall be subject to application as described above.

      
        

        

        
          (iii) Notwithstanding clauses (i) and (ii) above, such provisions shall not be
            deemed to affect the priority of distributions of payments pursuant to the provisions of this Agreement.  To the extent that such amounts are paid by a party other than a Mortgagor, such amounts shall be deemed to have been paid in respect of a
            purchase of all or part of the Mortgaged Property (in the case of Insurance and Condemnation Proceeds or Liquidation Proceeds) and then paid by the Mortgagor under the Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan, as
            applicable, or in accordance with Section 3.02(b)(ii), above.

        

      

      (c)          To the extent consistent with
          the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan or Trust AB Whole Loan, as applicable, the related Serviced Companion Loan or Trust Subordinate Companion Loan, as applicable, and the related Intercreditor Agreement)
          and applicable law, the Master Servicer shall apply all Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan
          as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding the month in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii), above.

      (d)          In the event that the Master
          Servicer or Special Servicer receives Excess Interest prior to the Determination Date for any Collection Period, or receives notice from the related Mortgagor that the Master Servicer or Special Servicer will be receiving Excess Interest prior to
          the Determination Date for any Collection Period, the Master Servicer or Special Servicer, as the case may be, shall notify the Trustee and Certificate Administrator two (2) Business Days prior to the related Distribution Date.  None of the
          Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall be responsible for any failure of the related Mortgagor to pay any such Excess Interest or prepayment penalty.  The preceding statements shall not, however,
          be construed to limit the provisions of Section 3.02(a).

      
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      (e)          With respect to any Mortgage
          Loan (or Trust Subordinate Companion Loan, as applicable) in connection with which the Mortgagor was required to escrow funds or to post a letter of credit related to obtaining certain performance objectives described in the applicable Mortgage
          Loan documents or Trust Subordinate Companion Loan documents, as applicable, the Master Servicer shall, to the extent consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional collateral and
          not apply such items to reduce the principal balance of such Mortgage Loan, Serviced Companion Loan or Trust Subordinate Companion Loan, unless otherwise required to do so pursuant to the applicable Mortgage Loan documents, applicable law or
          court order.

      (f)          Promptly following the Closing
          Date, in the case of any Non‐Serviced Whole Loan, the Certificate Administrator shall send written notice (in the form attached hereto as Exhibit T) to the related Non‐Serviced Master Servicer (with a copy to any other applicable party
          set forth on the schedule of addresses to Exhibit T) stating that, as of such date, the Trustee is the holder of the related Non‐Serviced Mortgage Loan and directing such Non‐Serviced Master Servicer to remit to the Master Servicer all
          amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise made
          available to, the holder of such Non‐Serviced Mortgage Loan under the related Non‐Serviced Intercreditor Agreement and the related Non‐Serviced Pooling Agreement.  The Master Servicer shall, within two (2) Business Days of receipt of properly
          identified funds, deposit into the Collection Account all amounts received with respect to the related Non‐Serviced Mortgage Loan, the related Non‐Serviced Mortgaged Property or any related REO Property.

      Section 3.03          Collection of
            Taxes, Assessments and Similar Items; Servicing Accounts. (a) The Master Servicer shall establish and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments shall be deposited and retained, and shall
          administer such Servicing Accounts in accordance with the Mortgage Loan documents and, if applicable, the Companion Loan documents or Trust Subordinate Companion Loan documents, as the case may be.  Any Servicing Account related to a Serviced
          Whole Loan or Trust AB Whole Loan, as the case may be, shall be held for the benefit of the Certificateholders and the related Serviced Companion Noteholder (including, in the case of the Trust Subordinate Companion Loan, the Holders of the Class
          [LOAN-SPECIFIC] Certificates) collectively, but this shall not be construed to modify respective interests of either noteholder therein as set forth in the related Intercreditor Agreement.  Amounts on deposit in Servicing Accounts may only be
          invested in accordance with the terms of the related Mortgage Loan documents, Companion Loan documents and Trust Subordinate Companion Loan documents, as applicable, or in Permitted Investments in accordance with the provisions of Section 3.06. 






          Servicing Accounts shall be Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents.  Withdrawals of amounts so deposited from a Servicing Account may be made only to: (i) effect payment of items for which
          Escrow Payments were collected and comparable items; (ii) reimburse the Trustee and then the Master Servicer, if applicable, for any Servicing Advances; (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest to
          Mortgagors on balances in the Servicing Account, if required by applicable law or the terms of the related Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan and as described below or, if not so required, to the Master Servicer;
          (v) after the occurrence of

      
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      an event of default under the related Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan, apply amounts to the indebtedness under the
        applicable Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay Penalty Charges to the extent permitted by the related Mortgage Loan documents; or (viii) clear and terminate the
        Servicing Account at the termination of this Agreement in accordance with Section 9.01.  As part of its servicing duties, the Master Servicer shall pay or cause to be paid to the Mortgagors interest on funds in Servicing Accounts, to the
        extent required by law or the terms of the related Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan; provided, however, that in no event shall the Master Servicer be required to remit to any Mortgagor any amounts in
        excess of actual net investment income or funds in the related Servicing Account.  If allowed by the related Mortgage Loan documents and applicable law, the Master Servicer may charge the related Mortgagor an administrative fee for maintenance of
        the Servicing Accounts.

      (b)          The Special Servicer, in the
          case of REO Loans (other than any REO Loan succeeding a Non‐Serviced Mortgage Loan), and the Master Servicer, in the case of all other Mortgage Loans (other than a Non‐Serviced Mortgage Loan), each Serviced Companion Loan and the Trust
          Subordinate Companion Loan, shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of
          insurance premiums and any ground rents payable in respect thereof.  The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non‐Serviced Mortgage Loan), and the Master Servicer, in the case of all other Mortgage
          Loans (other than a Non‐Serviced Mortgage Loan), each Serviced Companion Loan and Trust Subordinate Companion Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time, all bills for the payment of
          such items (including renewal premiums) and shall effect payment thereof from the REO Account or by the Master Servicer as Servicing Advances prior to the applicable penalty or termination date and, in any event, prior to the institution of
          foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items, employing for such purpose Escrow Payments (which shall be so applied by the Master Servicer at the written direction of the Special
          Servicer in the case of REO Loans) as allowed under the terms of the related Mortgage Loan (other than a Non‐Serviced Mortgage Loan), Companion Loan and Trust Subordinate Companion Loan.  Other than with respect to any Non-Serviced Mortgage Loan,
          the Master Servicer shall service and administer any reserve accounts (including monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms of such Mortgage Loan and the related Serviced Companion Loan or
          Trust Subordinate Companion Loan, as applicable, and the Servicing Standard.  To the extent that a Mortgage Loan (other than a Non‐Serviced Mortgage Loan) and any related Companion Loan or Trust Subordinate Companion Loan, as applicable, does not
          require a Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Special Servicer, in the case of REO Loans, and the Master Servicer, in the case of all other
          Mortgage Loans, Companion Loan or Trust Subordinate Companion Loan, as applicable, that it is responsible for servicing hereunder, shall use reasonable efforts consistent with the Servicing Standard to cause the Mortgagor to comply with its
          obligation to make payments in respect of such items at the time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items.

      
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      (c)          In accordance with the
          Servicing Standard and for each Mortgage Loan  (other than any Non‐Serviced Mortgage Loans) and each Serviced Whole Loan and Trust Subordinate Companion Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for
          the purpose of effecting the payment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground rents (if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the
          extent Escrow Payments collected from the related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related Mortgagor has failed to pay such item on a timely basis, and provided, however,
          that (A) the particular advance would not, if made, constitute a Nonrecoverable Servicing Advance; and (B) with respect to the payment of taxes and assessments, the Master Servicer shall not be required to make such advance until the later of
          five (5) Business Days after the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, has received confirmation that such item has not been paid or the date prior to the date after which any
          penalty or interest would accrue in respect of such taxes or assessments.  The Special Servicer shall give the Master Servicer and the Trustee no less than five (5) Business Days’ written (facsimile or electronic) notice before the date on which
          the Master Servicer is requested to make any Servicing Advance with respect to a given Specially Serviced Loan or REO Property; provided, however, that (A) only two (2) Business Days’ written (facsimile or electronic) notice shall
          be required in respect of Servicing Advances required to be made on an emergency or urgent basis; and (B) the Special Servicer shall not be entitled to make such a request (other than for Servicing Advances required to be made on an urgent or
          emergency basis) more frequently than once per calendar month (although such request may relate to more than one Servicing Advance).  The Master Servicer may pay the aggregate amount of such Servicing Advances listed on a monthly request to the
          Special Servicer, in which case the Special Servicer shall remit such Servicing Advances to the ultimate payees.  The Special Servicer shall have no obligation to make any Servicing Advances; provided that in an urgent or emergency
          situation requiring the making of a Servicing Advance, the Special Servicer may make a Servicing Advance.  Within five (5) Business Days of making such a Servicing Advance, the Special Servicer shall deliver to the Master Servicer request for
          reimbursement for such Servicing Advance, along with all information and documentation in the Special Servicer’s possession regarding the subject Servicing Advance as the Master Servicer may reasonably request, and the Master Servicer shall be
          obligated, out of such Master Servicer’s own funds, to reimburse the Special Servicer for any unreimbursed Servicing Advances (other than Nonrecoverable Servicing Advances) made by the Special Servicer pursuant to the terms hereof, together with
          interest thereon at the Reimbursement Rate from the date made to, but not including, the date of reimbursement.  Such reimbursement and any accompanying payment of interest shall be made within five (5) Business Days of the written request
          therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an account designated in writing by the Special Servicer.  Upon the Master Servicer’s reimbursement to the Special Servicer of any Servicing Advance
          and payment to the Special Servicer of interest thereon, all in accordance with this Section 3.03, the Master Servicer shall for all purposes of this Agreement be deemed to have made such Servicing Advance at the same time as the Special
          Servicer actually made such Servicing Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed for such Servicing Advance, together with interest thereon at the Reimbursement Rate, at the same time, in the same manner and
          to the same extent as the Master Servicer would otherwise have been entitled if it had actually made such Servicing

      
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      Advance at the time the Special Servicer did.  Notwithstanding the foregoing provisions of this Section 3.03, the Master Servicer shall not be
        required to reimburse the Special Servicer for any such Servicing Advance if the Master Servicer determines in its reasonable judgment that such Servicing Advance, although not characterized by the Special Servicer as a Nonrecoverable Servicing
        Advance, is in fact a Nonrecoverable Servicing Advance.  The Master Servicer shall notify the Special Servicer in writing of such determination and, if applicable, such Nonrecoverable Servicing Advance shall be reimbursed to the Special Servicer
        pursuant to Section 3.05 of this Agreement.

      Any request by the Special Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special
        Servicer that such requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively rely on such determination, provided that the determination shall not be binding on the
        Master Servicer or Trustee.  On the first Business Day after the Determination Date for the related Distribution Date, the Special Servicer shall report to the Master Servicer if the Special Servicer determines any Servicing Advance previously made
        by the Master Servicer with respect to a Specially Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance.  The Master Servicer shall be entitled to conclusively rely on such a determination, but such determination shall not be binding
        upon the Master Servicer, and shall in no way limit the ability of the Master Servicer in the absence of such determination to make its own determination that any Advance is a Nonrecoverable Advance.  If the Special Servicer makes a determination
        that only a portion of, and not all of, any previously made or proposed Servicing Advance is a Nonrecoverable Advance, the Master Servicer shall have the right to make its own subsequent determination that any remaining portion of any such
        previously made or proposed Servicing Advance is a Nonrecoverable Advance.  All such Advances shall be reimbursable in the first instance from related collections from the Mortgagors and further as provided in Section 3.05(a).  No costs
        incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments and, if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without
        limitation, the Certificate Administrator’s calculation of monthly distributions to Certificateholders, be added to the unpaid principal balances of the related Mortgage Loans, any related Serviced Companion Loan or Trust Subordinate Companion
        Loan, if applicable, notwithstanding that the terms of such Mortgage Loans, related Serviced Companion Loan or Trust Subordinate Companion Loan, if applicable, so permit.  If the Master Servicer fails to make any required Servicing Advance as and
        when due (including any applicable cure periods), to the extent the Trustee has actual knowledge of such failure, the Trustee shall make such Servicing Advance pursuant to Section 7.05.  Notwithstanding anything herein to the contrary, no
        Servicing Advance shall be required hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance.  In addition, the Master Servicer shall consider Unliquidated Advances in respect of prior Servicing Advances for
        purposes of nonrecoverability determinations.  The Special Servicer shall have no obligation to make any Servicing Advances under this Agreement.

      Notwithstanding the foregoing provisions of this Section 3.03(c), the Master Servicer shall not be required to reimburse the
        Special Servicer out of its own funds for, or to make at the direction of the Special Servicer, any Servicing Advance if the Master Servicer determines that such Servicing Advance, although not characterized by the Special Servicer as a
        Nonrecoverable Servicing Advance, is a Nonrecoverable Servicing Advance.  The Master

      
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      Servicer shall notify the Special Servicer in writing of such determination and, if applicable, such Nonrecoverable Servicing Advance shall be reimbursed to
        the Special Servicer pursuant to Section 3.05(a).

      Notwithstanding anything to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment
        elect (but shall not be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make a payment from amounts on deposit in the Collection Account (or any Companion Distribution Account maintained
        as a subaccount thereof by a Companion Paying Agent, if applicable) (which shall be deemed first made from amounts distributable as principal and then from all
        other amounts comprising general collections) to pay for certain expenses set forth below notwithstanding that the Master Servicer (or Special Servicer, as applicable) has determined that a Servicing Advance with respect to such expenditure would
        be a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Loans or REO Loans, the Special Servicer has notified the Master Servicer to not make such expenditure), where making such expenditure would prevent (i) the related
        Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security for the related Mortgage Loan, Trust Subordinate
        Companion Loan or Serviced Companion Loan; provided that in each instance, the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard (as evidenced by an Officer’s Certificate delivered
        to the Trustee) that making such expenditure is in the best interest of the Certificateholders (including, in the case of the Trust Subordinate Companion Loan, the Holders of the Class [LOAN-SPECIFIC] Certificates) (and, if applicable, the
        Companion Holders), all as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans or Trust Subordinate Companion Loan, as the case may be).  The Master Servicer
        or Trustee may elect to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust pursuant to the terms of Section 3.17(c).  The parties acknowledge that pursuant to the applicable Non‐Serviced Pooling Agreement, the
        applicable Non‐Serviced Master Servicer is obligated to make servicing advances with respect to the related Non‐Serviced Whole Loan.  The applicable Non‐Serviced Master Servicer shall be entitled to reimbursement for Nonrecoverable Servicing
        Advances with respect to such Non‐Serviced Whole Loan (with, in each case, any accrued and unpaid interest thereon provided for under the applicable Non‐Serviced Pooling Agreement) in the manner set forth in the applicable Non‐Serviced Pooling
        Agreement and the applicable Non‐Serviced Intercreditor Agreement.

      (d)          In connection with its
          recovery of any Servicing Advance out of the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by the Companion Paying Agent, if applicable) pursuant to Section 3.05(a), the Trustee, the Special
          Servicer and then the Master Servicer, as the case may be and in that order, shall be entitled to receive, out of any amounts then on deposit in the Collection Account interest at the Reimbursement Rate in effect from time to time, accrued on the
          amount of such Servicing Advance from the date made to, but not including, the date of reimbursement.  Subject to Section 3.17(c), the Master Servicer shall reimburse itself, the Special Servicer or the Trustee, as the case may be, for
          any outstanding Servicing Advance as soon as practically possible after funds available for such purpose are deposited in the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by the Companion Paying
          Agent, if applicable) subject to the Master Servicer’s or the Trustee’s options and rights to defer recovery

      
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      of such amounts as provided herein; provided, however, that such Master Servicer’s or Trustee’s options and rights to defer recovery of such
        amounts shall not alter the Master Servicer’s obligation to reimburse the Special Servicer for any outstanding Servicing Advance as provided for in this sentence.  To the extent amounts on deposit in the Companion Distribution Account with respect
        to the related Companion Loan are insufficient for any such reimbursement, the Master Servicer shall use reasonable efforts to enforce the rights of the holder of the related Mortgage Loan under the related Intercreditor Agreement to obtain any
        reimbursement available from the holder of the related Companion Loan.

      (e)          To the extent an operations
          and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage Loan (other than a Non‐Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof within a
          reasonable time after the later of the Closing Date and the date as of which plan is required to be established or completed.  To the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed
          pursuant to the terms of the Mortgage Loan (other than a Non‐Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation of such actions and remediations within a reasonable time after the later of the
          Closing Date and the date as of which action or remediations are required to be or to have been taken or completed.  To the extent a Mortgagor shall fail to promptly respond to any inquiry described in this Section 3.03(e), the Master
          Servicer shall report any such failure to the Special Servicer within a reasonable time after the date as of which actions or remediations are required to be or to have been taken or completed.

      Section 3.04          The Collection
            Account, the Lower‐Tier REMIC Distribution Account, the Upper‐Tier REMIC Distribution Account, the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Gain‐on‐Sale Reserve Account, the
            Class [EC] Distribution Account and the [LOAN-SPECIFIC] REMIC Distribution Account.  (a) The Master Servicer shall establish and maintain, or cause to be established and maintained, a Collection Account in which the Master Servicer shall
          deposit or cause to be deposited on a daily basis and in no event later than the second Business Day following receipt of available and properly identified funds (in the case of payments by Mortgagors or other collections on the Mortgage Loans,
          Companion Loans or Trust Subordinate Companion Loan), except as otherwise specifically provided herein, the following payments and collections received or made by or on behalf of it subsequent to the Cut‐off Date (other than in respect of
          principal and interest on the Mortgage Loans, Companion Loans or Trust Subordinate Companion Loan due and payable on or before the Cut‐off Date, which payments shall be delivered promptly to the appropriate Mortgage Loan Seller or its respective
          designee and other than any amounts received from Mortgagors which are received in connection with the purchase of defeasance collateral), or payments (other than Principal Prepayments) received by it on or prior to the Cut‐off Date but allocable
          to a period subsequent thereto:

      
        

        

        
          (i) all payments on account of principal, including Principal Prepayments on the Mortgage
            Loans or the Trust Subordinate Companion Loan or principal prepayments on Serviced Companion Loans;

        

      

      
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          (ii) all payments on account of interest on the Mortgage Loans, the Trust Subordinate
            Companion Loan or the Serviced Companion Loans, including Excess Interest, Yield Maintenance Charges and Default Interest;

        

      

      
        

        

        
          (iii) late payment charges and other Penalty Charges to the extent required to offset interest
            on Advances and additional expenses of the Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);

        

      

      
        

        

        
          (iv) all Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale
            Proceeds or Non‐Serviced Gain-on-Sale Proceeds) received in respect of any Mortgage Loan, Trust Subordinate Companion Loan, Serviced Companion Loan or REO Property (other than (A) Liquidation Proceeds that are received in connection with the
            purchase by the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class, or the Holders of the Class [R] Certificates of all the Mortgage Loans, the Trust Subordinate Companion Loan and any REO Properties in
            the Trust Fund and that are to be deposited in the Lower‐Tier REMIC Distribution Account pursuant to Section 9.01 and (B) any proceeds that are received in connection with the purchase, if any, of a Serviced Pari Passu Companion Loan
            from a securitization by the related mortgage loan seller, which shall be paid directly to the servicer of such securitization) together with any recovery of Unliquidated Advances in respect of the related Mortgage Loans;

        

      

      
        

        

        
          (v) any amounts required to be transferred from the REO Account pursuant to Section 3.14(c);

        

      

      
        

        

        
          (vi) any amounts required to be deposited by the Master Servicer pursuant to Section 3.06
            in connection with losses incurred with respect to Permitted Investments of funds held in the Collection Account; and

        

      

      
        

        

        
          (vii) any amounts required to be deposited by the Master Servicer or the Special Servicer
            pursuant to Section 3.07(b) in connection with losses resulting from a deductible clause in a blanket hazard or master single interest policy.

        

      

      Notwithstanding the foregoing requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master
        Servicer would be authorized to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead immediately pay such amount directly to the Person(s) entitled thereto; provided
        that such amounts shall be applied in accordance with the terms hereof and shall be reported as if deposited in such Collection Account and then withdrawn.

      The foregoing requirements for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting
        the generality of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands, assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor
        checks returned for insufficient funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional servicing compensation need not be deposited by the Master Servicer in the Collection Account.  If the

      
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      Master Servicer shall deposit in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the
        Collection Account, any provision herein to the contrary notwithstanding.  Assumption, extension and modification fees actually received from Mortgagors on Specially Serviced Loans shall be promptly delivered to the Special Servicer as additional
        servicing compensation.

      Upon receipt of any of the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans,
        the Special Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account, in accordance with this Section 3.04(a).  Any such amounts received by the Special Servicer with
        respect to an REO Property shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection Account, pursuant to Section 3.14(c).  With respect to any such amounts paid by
        check to the order of the Special Servicer, the Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly deliver any such check to the Master Servicer by overnight courier.  Funds
        in the Collection Account may only be invested in Permitted Investments in accordance with the provisions of Section 3.06.  As of the Closing Date, the Collection Account for the Master Servicer shall be located at the offices of [MASTER
        SERVICER].  The Master Servicer shall give notice to the Trustee, the Special Servicer, the Certificate Administrator and the Depositor of the new location of the Collection Account prior to any change thereof.

      For purposes of determining amounts to be deposited in the Collection Account in respect of the Trust Subordinate Companion Loan and the
        Trust AB Mortgage Loan, the Master Servicer shall determine the allocation of such amounts in accordance with the related Intercreditor Agreement.  All amounts so allocable to the Trust Subordinate Companion Loan shall be held separate and apart
        from other amounts deposited in the Collection Account (or in a subaccount of the Collection Account) and may be withdrawn from the Collection Account (pursuant to Section 3.04 and otherwise) only to the extent set forth in this Agreement
        and not specifically prohibited under the related Intercreditor Agreement.

      (b)          The Certificate Administrator,
          on behalf of the Trustee, shall establish and maintain (i) the Lower‐Tier REMIC Distribution Account, the Interest Reserve Account and the Gain‐on‐Sale Reserve Account in trust for the benefit of the Certificateholders (other than the
          [LOAN‐SPECIFIC] and Class [ARD] Certificateholders), (provided that any Gain‐on‐Sale Proceeds with respect to the Trust Subordinate Companion Loan shall be deemed distributed by the [LOAN‐SPECIFIC] Trust Subordinate Companion Loan REMIC in
          respect of the [LOAN‐SPECIFIC]‐R Interest to the Holders of the Class [R] Certificates and then re‐contributed in respect of the Class LR Interest and held by the Certificate Administrator as an asset of the Lower‐Tier REMIC for the benefit of
          the Trustee as Holder of the Lower‐Tier Regular Interests and the Certificateholders), (ii) the Upper‐Tier REMIC Distribution Account for the benefit of the Certificateholders [LOAN-SPECIFIC] and Class [ARD] Certificateholders and the Trustee as
          holder of the Lower-Tier Regular Interests, (iii) the Excess Interest Distribution Account for the benefit of the Class [ARD] Certificateholders, (iv) the Class [EC] Distribution Account for the benefit of the Class [EC] Certificateholders and
          (v) the [LOAN‐SPECIFIC] REMIC Distribution Account for the benefit of the Class [LOAN‐SPECIFIC] Certificateholders.  The Master Servicer shall deliver to the Certificate

      
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      Administrator each month on or before the P&I Advance Date therein, for deposit (x) in the Lower‐Tier REMIC Distribution Account, that portion of the
        Available Funds attributable to the Mortgage Loans (in each case, calculated without regard to clauses (a)(iii)(B), (a)(iv), and (c) of the definition of “Available Funds”) for the related Distribution Date, (y) in the Excess
        Interest Distribution Account all Excess Interest for the related Distribution Date then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii), and (z) in the [LOAN‐SPECIFIC] REMIC
        Distribution Account, the [LOAN‐SPECIFIC] Available Funds attributable to the Trust Subordinate Companion Loan without regard to clause (c) or clause (e) of the definition of the “[LOAN‐SPECIFIC] Available Funds”.

      With respect to each Companion Loan (excluding any Non‐Serviced Companion Loan), the Companion Paying Agent shall establish and maintain
        the Companion Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder, to be held for the benefit of the related Companion Holder and shall, promptly upon receipt, deposit in the
        Companion Distribution Account any and all amounts received by the Companion Paying Agent that are required by the terms of this Agreement or the applicable Intercreditor Agreement to be deposited therein; provided, however, that
        the Companion Paying Agent shall separately track for each Serviced Companion Loan all amounts deposited with respect to such Serviced Companion Loan.  The Master Servicer shall deliver to the Companion Paying Agent each month, on or before the
        P&I Advance Date therein, for deposit in the Companion Distribution Account, an aggregate amount of immediately available funds, to the extent received with respect to the related Serviced Whole Loan, to the extent of available funds, equal to
        the amount to be distributed to the related Companion Holder pursuant to the terms of this Agreement and the related Intercreditor Agreement.  [Notwithstanding the preceding, the following provisions shall apply to remittances relating to the
        Serviced Companion Loans that have been deposited into an Other Securitization:  (1) on each Serviced Whole Loan Remittance Date, the Master Servicer shall withdraw from the Collection Account (or applicable portion thereof) an aggregate amount
        equal to all payments and/or collections actually received on, and payable to, such Serviced Companion Loans prior to such dates]; provided, however, that in no event shall the Master Servicer be required to transfer to the
        Companion Distribution Account any portion thereof that is payable or reimbursable to or at the direction of any party to this Agreement under the other provisions of this Agreement and/or the related Intercreditor Agreement; (2) on each Serviced
        Whole Loan Remittance Date, the Companion Paying Agent shall make the payments and remittance described in Section 4.01(k), which payments and remittance shall be made, in each case, on the Serviced Whole Loan Remittance Date.

      The Lower‐Tier REMIC Distribution Account, the Upper‐Tier REMIC Distribution Account, the Excess Interest Distribution Account, the
        Gain‐on‐Sale Reserve Account, the Interest Reserve Account, the Companion Distribution Account, the Class [EC] Distribution Account and the [LOAN-SPECIFIC] REMIC Distribution Account may be subaccounts of a single Eligible Account, which shall be
        maintained as a segregated account separate from other accounts.

      In addition to the amounts required to be deposited in the Lower‐Tier REMIC Distribution Account or the [LOAN-SPECIFIC] REMIC Distribution
        Account pursuant to this Section 3.04, the Master Servicer shall, as and when required hereunder, deliver to the Certificate

      
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      Administrator for deposit in the Lower‐Tier REMIC Distribution Account or the [LOAN-SPECIFIC] REMIC Distribution Account, as applicable:

      
        

        

        
          (i) any amounts required to be deposited by the Master Servicer pursuant to Section 3.17(a)
            as Compensating Interest Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan) in connection with Prepayment Interest Shortfalls;

        

      

      
        

        

        
          (ii) any P&I Advances required to be made by the Master Servicer in accordance with Section 4.03;

        

      

      
        

        

        
          (iii) any Liquidation Proceeds paid by the Master Servicer, the Special Servicer, the Holders
            of the Controlling Class or the Holders of the Class [R] Certificates in connection with the purchase of all of the Mortgage Loans and the Trust Subordinate Companion Loan and any REO Properties in the Trust Fund pursuant to Section 9.01
            (exclusive of that portion thereof required to be deposited in the Collection Account pursuant to Section 9.01);

        

      

      
        

        

        
          (iv) any Yield Maintenance Charges with respect to the Mortgage Loans and the Trust
            Subordinate Companion Loan, as applicable, actually collected; and

           

            

          (v) any other amounts required to be so delivered for deposit in the Lower‐Tier REMIC
            Distribution Account or the [LOAN-SPECIFIC] REMIC Distribution Account (in respect of the Trust Subordinate Companion Loan) pursuant to any provision of this Agreement.

        

      

      
         

      

      If, as of the close of business (New York City time) on any P&I Advance Date or on such other date as any amount referred to in the
        foregoing clauses (i) through (v) or any Excess Interest are required to be delivered hereunder, the Master Servicer shall not have delivered to the Certificate Administrator for deposit in the Lower‐Tier REMIC Distribution Account,
        the Excess Interest Distribution Account or the [LOAN-SPECIFIC] REMIC Distribution Account (in respect of the Trust Subordinate Companion Loan), as applicable, the amounts required to be deposited therein pursuant to the provisions of this
        Agreement (including any P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a) hereof), the Master Servicer shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and including
        the date such payment was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but not including) the date such late payment is received by the Certificate Administrator.

      The Certificate Administrator shall, upon receipt, deposit in the Lower‐Tier REMIC Distribution Account or the [LOAN-SPECIFIC] REMIC
        Distribution Account (in respect of the Trust Subordinate Companion Loan) or the Excess Interest Distribution Account, as applicable, any and all amounts received by the Certificate Administrator that are required by the terms of this Agreement to
        be deposited therein.

      Promptly on each Distribution Date, the Certificate Administrator shall be deemed to withdraw from the Lower‐Tier REMIC Distribution
        Account and deposit in the Upper‐Tier REMIC Distribution Account an aggregate amount of immediately available funds

      
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      equal to the Lower‐Tier Distribution Amount and the amount of any Yield Maintenance Charges for such Distribution Date allocated in payment of the Lower-Tier
        Regular Interests as specified in Section 4.01(c) and Section 4.01(e), respectively.

      Funds on deposit in the Gain‐on‐Sale Reserve Account, the Interest Reserve Account, the Companion Distribution Account, the Excess Interest
        Distribution Account, the Class [EC] Distribution Account, the Upper‐Tier REMIC Distribution Account, the Lower‐Tier REMIC Distribution Account or the [LOAN-SPECIFIC] REMIC Distribution Account may be invested and, if invested, shall be invested
        by, and at the risk of, the Certificate Administrator in Permitted Investments selected by the Certificate Administrator which shall mature, unless payable on demand, not later than such time on the Distribution Date which will allow the
        Certificate Administrator to make withdrawals from the Distribution Account, and any such Permitted Investment shall not be sold or disposed of prior to its maturity unless payable on demand.  All such Permitted Investments shall be made in the
        name of “[CERTIFICATE ADMINISTRATOR], as Certificate Administrator, for the benefit of [TRUSTEE], as Trustee for the Holders of the [TRUST] [TRANSACTION DESIGNATION], Commercial Mortgage Pass‐Through Certificates, [SERIES DESIGNATION] as their
        interests may appear,” or in the name of any successor trustee, as Trustee for the Holders of the [TRUST] [TRANSACTION DESIGNATION], Commercial Mortgage Pass‐Through Certificates, [SERIES DESIGNATION] as their interests may appear.  None of the
        Trust, the Depositor, the Mortgagors, the Master Servicer or the Special Servicer shall be liable for any loss incurred on such Permitted Investments.

      An amount equal to all income and gain realized from any such investment shall be paid to the Certificate Administrator as additional
        compensation and shall be subject to its withdrawal at any time from time to time.  The amount of any losses incurred in respect of any such investments shall be for the account of the Certificate Administrator which shall deposit the amount of
        such loss (to the extent not offset by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately as realized.  If the Certificate Administrator deposits in or transfers to the Distribution
        Accounts, as the case may be, any amount not required to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution Accounts, as the case may be, any provision herein to the
        contrary notwithstanding.

      As of the Closing Date, the Interest Reserve Account, the Excess Interest Distribution Account, the Class [EC] Distribution Account, the
        Upper‐Tier REMIC Distribution Account, the Lower‐Tier REMIC Distribution Account and the [LOAN‐SPECIFIC] REMIC Distribution Account shall be located at the offices of the Certificate Administrator.  The Certificate Administrator shall give notice
        to the Trustee, the Master Servicer and the Depositor of the proposed location of the Interest Reserve Account, the Excess Interest Distribution Account, the Class [EC] Distribution Account, the Upper‐Tier REMIC Distribution Account, the Lower‐Tier
        REMIC Distribution Account, the [LOAN‐SPECIFIC] REMIC Distribution Account and, if established, the Gain‐on‐Sale Reserve Account prior to any change thereof.

      For the avoidance of doubt, the Collection Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution
        Account, if it is a sub-account of the Collection Account), the Lower‐Tier REMIC Distribution Account, the Gain‐on‐Sale Reserve

      
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      Account, any Servicing Account, the REO Account, and the Interest Reserve Account (including interest, if any, earned on the investment of funds in such
        accounts) will be owned by the Lower‐Tier REMIC; the Excess Interest Distribution Account (and any portion of the Collection Account holding Excess Interest) (including interest, if any, earned on the investment of funds in such accounts) will be
        owned by the Grantor Trust for the benefit of the Class [ARD] Certificateholders; the Class [EC] Distribution Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Grantor Trust for the benefit
        of the Class [EC] Certificateholders; the Companion Distribution Account (including interest, if any, earned on the investment of funds in such account) will be owned by the Companion Holders, as applicable; the Upper‐Tier REMIC Distribution
        Account (including interest, if any, earned on the investment of funds such account) will be owned by the Upper‐Tier REMIC; and the [LOAN‐SPECIFIC] REMIC Distribution Account (including interest, if any, earned on the investment of funds in such
        account) will be owned by the [LOAN‐SPECIFIC] Trust Subordinate Companion Loan REMIC, each for federal income tax purposes.

      (c)          Prior to any Determination
          Date for the first Collection Period during which Excess Interest is received on any Mortgage Loan, and upon notification from the Master Servicer or Special Servicer pursuant to Section 3.02(d), the Certificate Administrator, on behalf
          of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its own name on behalf of the Trustee in trust for the benefit of the Class [ARD] Certificateholders.  The Excess Interest Distribution Account
          shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible Account).  Prior to the applicable Distribution Date, the Master Servicer shall remit to the Certificate Administrator for deposit in the Excess
          Interest Distribution Account an amount equal to the Excess Interest received prior to the Determination Date for the applicable Collection Period.

      (d)          Following the distribution of
          Excess Interest to Class [ARD] Certificateholders on the first Distribution Date after which there are no longer any Mortgage Loans outstanding which pursuant to their terms could pay Excess Interest, the Certificate Administrator shall terminate
          the Excess Interest Distribution Account.

      (e)          The Certificate Administrator
          shall establish (upon notice from the Special Servicer of an event occurring that generates Gain‐on‐Sale Proceeds) and maintain the Gain‐on‐Sale Reserve Account for the benefit of the Certificateholders.  The Gain‐on‐Sale Reserve Account shall be
          maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for mortgage pass‐through certificates of other series administered by the Certificate Administrator.

      Upon the disposition of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will
        calculate the Gain‐on‐Sale Proceeds, if any, realized that are allocable to the Mortgage Loan or Trust Subordinate Companion Loan, as applicable, in connection with such sale and remit such funds to the Certificate Administrator for deposit into
        the Gain‐on‐Sale Reserve Account.  In the case of the [LOAN-SPECIFIC] Whole Loan, any Gain‐on‐Sale Proceeds on such disposition that are allocable to the Trust Subordinate Companion Loan in accordance with the terms of the [LOAN-SPECIFIC]
        Intercreditor Agreement shall be remitted to the Certificate Administrator for deposit into the [LOAN-SPECIFIC] REMIC Distribution Account.  Any gain on such disposition that is allocable to any

      
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      related Companion Loan in accordance with the terms of the related Intercreditor Agreement shall be remitted to the Companion Paying Agent for deposit into
        the Companion Distribution Account.

      (f)          Any Non‐Serviced Gain-on-Sale
          Proceeds received with respect to any Non‐Serviced Mortgage Loan pursuant to the related Non‐Serviced Pooling Agreement shall be remitted to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account.

      (g)          The Certificate Administrator
          shall establish and maintain the Class [EC] Distribution Account, in its own name on behalf of the Trustee, in trust for the benefit of the Holders of the Class [EC] Certificates, which shall be an asset of the Trust and the Grantor Trust, but
          shall not be an asset of any Trust REMIC.  The Class [EC] Distribution Account shall be established and maintained as an Eligible Account or a subaccount of an Eligible Account.  The Certificate Administrator shall make or be deemed to have made
          deposits in and withdrawals from the Class [EC] Distribution Account in accordance with Article IV of this Agreement.

      (h)          The Certificate Administrator
          shall establish and maintain the [LOAN-SPECIFIC] REMIC Distribution Account, in its own name on behalf of the Trustee, in trust for the benefit of the Holders of the Class [LOAN-SPECIFIC] Certificates, which shall be an asset of the Trust and the
          [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC, but shall not be an asset of any other Trust REMICs.  The [LOAN-SPECIFIC] REMIC Distribution Account shall be established and maintained as an Eligible Account or a subaccount of an Eligible
          Account.  The Certificate Administrator shall make or be deemed to have made deposits in and withdrawals from the [LOAN-SPECIFIC] REMIC Distribution Account in accordance with Section 3.05 and Article IV of this Agreement.

      (i)          If any Loss of Value Payments
          are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g) of this Agreement, the Special Servicer shall establish and maintain one or more non-interest bearing accounts (collectively, the “Loss
            of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding such Loss of Value Payments.  Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account
          of an Eligible Account.  The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it.  The Certificate Administrator shall, based upon information obtained from the CREFC® reports delivered by the Master Servicer pursuant to the terms hereof, account for the Loss of Value Reserve Fund as an outside reserve fund within the meaning of
          Treasury Regulations Section 1.860G-2(h) and not an asset of either Trust REMIC or the Grantor Trust.  Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value Reserve Fund
          through the Collection Account to the Certificateholders as contributed to and distributed by the Trust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as
          distributions by the Trust to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund.  The applicable Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax
          purposes, and shall be taxable on all income earned thereon.

      
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      Section 3.05          Permitted
            Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account.  (a) The Master Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount of the
          Collection Account) for any of the following purposes (the following not being an order of priority and without duplication of the same payment or reimbursement):

      
        

        

        
          (i) (A) no later than 4:00 p.m., New York City time, on each P&I Advance Date, to remit to
            the Certificate Administrator for deposit in the Lower‐Tier REMIC Distribution Account (or the [LOAN-SPECIFIC] REMIC Distribution Account in respect of the Trust Subordinate Companion Loan) and the Excess Interest Distribution Account the
            amounts required to be remitted pursuant to the first paragraph of Section 3.04(b) or that may be applied to make P&I Advances pursuant to Section 4.03(a); and (B) pursuant to the second paragraph of Section 3.04(b),
            to remit to the Companion Paying Agent for deposit in the Companion Distribution Account the amounts required to be so deposited with respect to the Companion Loans;

        

      

      
        

        

        
          (ii) (A)  to pay itself (or, with respect to any Transferable Servicing Interest, to pay
            [MASTER SERVICER] if [MASTER SERVICER] is no longer the Master Servicer, any such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Trust Subordinate Companion Loan, Companion Loan, Specially
            Serviced Loan, and REO Loan, as applicable, the Master Servicer’s rights to payment of Servicing Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion Loan, Trust Subordinate Companion Loan,
            Specially Serviced Loan or REO Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan, Trust Subordinate Companion Loan or related Serviced Companion Loan (whether in the form of payments, Liquidation
            Proceeds or Insurance and Condemnation Proceeds) or such REO Loan (whether in the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to pay the Special
            Servicer any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable, and any expense incurred by the Special Servicer in connection with
            performing any inspections pursuant to Section 3.12(a), remaining unpaid first, out of related REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections in respect
            of the related Specially Serviced Loan (provided that, in the case of such payment relating to a Serviced Whole Loan or the Trust AB Whole Loan, as applicable, such payment shall be made, subject to the terms of the related Intercreditor
            Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari
            Passu Companion Loan, in accordance with their respective Stated Principal Balances, or (ii) with respect to an AB Whole Loan or Trust AB Whole Loan, first, from the related AB Subordinate Companion
            Loan or Trust Subordinate Companion Loan, as applicable, and then, from the AB Mortgage Loan or Trust AB Mortgage Loan, as applicable) and then out of general
            collections on the Mortgage Loans and REO Properties, (C) to pay the Operating Advisor (or the Master Servicer, if applicable) any unpaid Operating Advisor Fees or Operating Advisor Consulting Fees in respect of each Mortgage Loan, Specially
            Serviced Loan, REO Loan (other than any related Companion Loan) or Trust Subordinate Companion Loan, as applicable, the

        

      

      
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      Operating Advisor’s right to payment of the Operating Advisor Fee or Operating Advisor Consulting Fee pursuant to this clause (ii)(C)
        with respect to any Mortgage Loan, Specially Serviced Loan, REO Loan (other than any related Companion Loan) or Trust Subordinate Companion Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan or Trust
        Subordinate Companion Loan (whether in the form of payments, P&I Advances (solely with respect to the Operating Advisor Fee), Liquidation Proceeds or Insurance and Condemnation Proceeds), such REO Loan (whether in the form of REO Revenues,
        Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, and (D) to pay the Asset Representations Reviewer, any unpaid Asset Representations Reviewer Fee payable in connection with any Asset
        Review that was performed as a result of an Affirmative Asset Review Vote;

      
        

        

        
          (iii) to reimburse the Trustee and itself, as applicable (in that order), for unreimbursed
            P&I Advances, the Master Servicer’s or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent Late Collections of interest (net of the related Servicing Fee) on and
            principal of the particular Mortgage Loans and REO Loans with respect to which P&I Advances were made; provided that, (A) with respect to each Serviced Whole Loan, reimbursement of P&I Advances shall be made only from amounts
            collected with respect to the related Serviced Mortgage Loan and not from any amounts collected with respect to any related Serviced Companion Loan (except, with respect to any AB Subordinate Companion Loan or Trust Subordinate Companion
            Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan or Trust AB Whole Loan are allocated to the related Serviced
            Mortgage Loan and AB Subordinate Companion Loan or the related Trust AB Mortgage Loan and Trust Subordinate Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; (B) 
            if such P&I Advance with respect to a Mortgage Loan becomes a Workout‐Delayed Reimbursement Amount, then the maker of such P&I Advance shall additionally, but without duplication, thereafter be entitled to reimbursement for such P&I
            Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the extent
            provided in clause (v) below; and (C) if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;

        

      

      
        

        

        
          (iv) to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order),
            for unreimbursed Servicing Advances, the Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to this clause (iv) with respect to any Mortgage Loan (other than a Non‐Serviced Mortgage
            Loan), Trust Subordinate Companion Loan or any related Companion Loan or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation Proceeds and REO Revenues (provided that, in
            the case of such reimbursement relating to a Serviced Whole Loan or Trust AB Whole Loan, as applicable, such reimbursements shall be made, subject to the terms of the related Intercreditor Agreement (A) with respect to a Serviced Pari Passu
            Whole Loan, pro rata

        

      

      
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      and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu
        Companion Loan in accordance with their respective Stated Principal Balances, or (B) with respect to an AB Whole Loan or Trust AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any)
        or Trust Subordinate Companion Loan, as applicable, and then, from any related AB Mortgage Loan or the Trust AB Mortgage Loan, as applicable (except that, with respect to any AB Subordinate Companion Loan
        or Trust Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan or Trust AB Whole Loan are
        allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan or the related Trust AB Mortgage Loan and Trust Subordinate Companion Loan)), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit
        in the Collection Account related to any Mortgage Loan; provided, however, that (1) if such Servicing Advance becomes a Workout‐Delayed Reimbursement Amount, then the maker of such Servicing Advance shall additionally, but without
        duplication, thereafter be entitled to reimbursement for such Servicing Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time
        that represent collections or recoveries of principal to the extent provided in clause (v) below; and (2) if such Advance becomes a Nonrecoverable Advance, then such Advance shall be reimbursable pursuant to clause (v) below;

      
        

        

        
          (v) to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order)
            (1) for Nonrecoverable Advances first, out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related Mortgage Loan, Trust Subordinate Companion Loan
            and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made with respect thereto), then, out of the principal portion of general collections on
            the Mortgage Loans and REO Properties, then, to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject to any exercise of the sole option
            to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections on the Mortgage Loans and REO Properties, (2) for Workout‐Delayed Reimbursement Amounts, out of the principal portion of the general collections on
            the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to this clause (v)(1); (provided that, (A) in case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan
            or Trust AB Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor Agreement (x) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances, or (y) with respect to an AB Whole Loan or
            Trust AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) or Trust Subordinate Companion Loan, as applicable, and then from the AB Mortgage Loan or Trust AB Mortgage Loan;
            (B) in case of such reimbursement with respect to Nonrecoverable Servicing Advances relating to a Serviced Whole Loan, such reimbursement shall be made as described above in this clause (v)(1) and (v)(2), prior to reimbursement
            from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; (C) with respect to a Serviced Mortgage Loan, reimbursement of

        

      

      
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      Nonrecoverable P&I Advances from funds collected from the related Serviced Whole Loan shall be made only from amounts collected with
        respect to such Serviced Mortgage Loan (and not from any amounts collected with respect to the related Serviced Companion Loan), in accordance with the terms of the related Intercreditor Agreement (provided, further, however,
        that, with respect to any Serviced Companion Loan or Trust Subordinate Companion Loan, the foregoing with respect to Nonrecoverable Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify the terms of the related
        Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan or Trust AB Whole Loan, as applicable, are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan or to the related
        Trust AB Mortgage Loan and Trust Subordinate Companion Loan), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account related to any Mortgage Loan) or (3) to pay itself, with respect to any
        Mortgage Loan, Trust Subordinate Companion Loan, any related Companion Loan, if applicable, or REO Property any related earned Servicing Fee that remained unpaid in accordance with clause (ii) of this Section 3.05 following a Final
        Recovery Determination made with respect to such Mortgage Loan or REO Property and the deposit into the Collection Account of all amounts received in connection therewith;

      
        

        

        
          (vi) at such time as it reimburses the Trustee and itself, as applicable (in that order) or
            any Other Trustee or Other Servicer for a related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance (including any such P&I Advance that constitutes a Workout‐Delayed
            Reimbursement Amount) pursuant to clause (iii) or clause (v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued and payable thereon in accordance with Sections 4.03(d)
            and Section 3.11(d), (b) any unreimbursed Servicing Advances (including any such Servicing Advance that constitutes a Workout‐Delayed Reimbursement Amount) pursuant to clause (iv) or clause (v) above, to pay itself, the
            Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued and payable thereon in accordance with Section 3.03(d) and Section 3.11(d) or (c) any Nonrecoverable Advances
            pursuant to clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the case may be, any interest accrued and payable thereon; provided that in all events, subject to the
            related Intercreditor Agreement, interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from funds actually distributable to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
            Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage
            Loan and AB Subordinate Companion Loan);

        

      

      
        

        

        
          (vii) to reimburse itself, the Special Servicer, Asset Representations Reviewer or the
            Trustee, as the case may be, for any unreimbursed expenses reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution obligation of the applicable Mortgage Loan Seller or any other
            obligation of the Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase Agreement, including, without limitation, any expenses arising out of the enforcement of

        

      

      
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      the repurchase or substitution obligation or any other obligation of the Mortgage Loan Seller, each such Person’s right to reimbursement
        pursuant to this clause (vii) with respect to any Mortgage Loan or the related Trust Subordinate Companion Loan, as applicable, being limited to that portion of the Purchase Price, the Loss of Value Payment or Substitution Shortfall Amount
        paid with respect to such Mortgage Loan or related Trust Subordinate Companion Loan, as applicable, that represents such expense in accordance with clause (iv) of the definition of “Purchase Price”;

      
        

        

        
          (viii) in accordance with Section 2.03(f), to reimburse itself or the Special
            Servicer, as the case may be, first, out of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan, Trust Subordinate Companion Loan or REO Loan,
            and then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred by such Person in connection with the enforcement of the applicable
            Mortgage Loan Seller’s obligations under Section 6 of the applicable Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to clause (vii) above or otherwise; provided that, in
            case of such reimbursement out of Liquidation Proceeds, and Insurance and Condemnation Proceeds described above relating to a Serviced Whole Loan or Trust AB Whole Loan, as applicable, such reimbursement shall be made, subject to the terms of
            the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage
            Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances or (ii) with respect to an AB Whole Loan or Trust AB Whole Loan, first, from the related AB
            Subordinate Companion Loan (if any) or Trust Subordinate Companion Loan, as applicable, and then, from any related AB Mortgage Loan or Trust AB Mortgage Loan, as applicable (provided that, with
            respect to any AB Subordinate Companion Loan or Trust Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the
            related Whole Loan or Trust AB Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan or the related Trust AB Mortgage Loan and Trust Subordinate Companion Loan), in each case, prior to being payable
            out of general collections with respect to the Mortgage Loans;

        

      

      
        

        

        
          (ix) to pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Trust Subordinate Companion Loan, Serviced Companion Loan or REO Loan and then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of such reimbursement relating to a Serviced Whole Loan or Trust AB Whole Loan, as applicable, such
            reimbursement shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu,
            from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances or (ii)  with respect to an AB Whole Loan or Trust AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) or Trust Subordinate Companion Loan, as applicable, and then, from any related AB Mortgage Loan or Trust AB Mortgage
            Loan,

        

      

      
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      as applicable (provided that, with respect to any AB Subordinate Companion Loan or Trust Subordinate Companion Loan, the foregoing
        shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan or Trust AB Whole Loan are allocated to the related Serviced Mortgage Loan and AB
        Subordinate Companion Loan or the related Trust AB Mortgage Loan and Trust Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loan;

      
        

        

        
          (x) to pay itself, as additional servicing compensation in accordance with Section 3.11(a),
            (a) (1) interest and investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion Distribution Account as provided in Section 3.06(b) (but only to the extent of the Net
            Investment Earnings with respect to the Collection Account and the Companion Distribution Account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date),
            (2) Penalty Charges (other than Penalty Charges collected while the related Mortgage Loan, Trust Subordinate Companion Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only to the extent collected from the related
            Mortgagor and to the extent that all amounts then due and payable with respect to the related Mortgage Loan, Trust Subordinate Companion Loan and any related Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay
            interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d) and (3) the difference, if positive, between Prepayment Interest
            Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans (other than the Non‐Serviced Mortgage Loans) and any Serviced Companion Loan, during the related Collection Period to the extent not required to be paid as Compensating
            Interest Payments; and (b) to pay the Special Servicer, as additional servicing compensation in accordance with Section 3.11(c), Penalty Charges collected on Specially Serviced Loans (but only to the extent collected from the related
            Mortgagor and to the extent that all amounts then due and payable with respect to the related Specially Serviced Loan have been paid and such Penalty Charges are not needed to pay interest on Advances or costs and expenses incurred by the Trust
            (other than Special Servicing Fees, Liquidation Fees and Workout Fees) in accordance with Section 3.11(d));

        

      

      
        

        

        
          (xi) to recoup any amounts deposited in the Collection Account in error;

        

      

      
        

        

        
          (xii) to pay itself, the Special Servicer, the Depositor, the Operating Advisor, the Asset
            Representations Reviewer or any of their respective directors, officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general
            collections, any amounts payable to any such Person pursuant to Section 3.11(g), Section 6.04(a) or Section 6.04(b); provided that, in case of such reimbursement (other than a reimbursement of any amounts payable
            to CREFC®) relating to a Serviced Whole Loan or Trust AB Whole Loan, as applicable, such reimbursement shall be made, subject to the terms of the related
            Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and
            Serviced Pari Passu Companion Loan in accordance with their

        

      

      
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      respective Stated Principal Balances or (ii)  with respect to an AB Whole Loan or Trust AB Whole Loan, first,
        from the related AB Subordinate Companion Loan (if any) or Trust Subordinate Companion Loan, as applicable, and then, from any related AB Mortgage Loan or Trust AB Mortgage Loan, as applicable (provided
        that, with respect to any AB Subordinate Companion Loan or Trust Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to
        the related Whole Loan or Trust AB Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan or the related Trust AB Mortgage Loan and Trust Subordinate Companion Loan), in each case, prior to being payable
        out of general collections with respect to the Mortgage Loans;

      
        

        

        
          (xiii) to pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b),
            3.14(a), 3.15(b), 3.18(b), Section 3.18(d) and 10.01(f) to the extent payable out of the Trust Fund, (b) the cost of any Opinion of Counsel contemplated by Sections 13.01(a) or Section 13.01(c)
            in connection with an amendment to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance of the rights and interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated
            by Section 3.14(a); provided that, in case of such reimbursement relating to a Serviced Whole Loan or Trust AB Whole Loan, as applicable, such reimbursement shall be made, subject to the terms of the related Intercreditor
            Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and
            Serviced Pari Passu Companion Loan in accordance with their respective Stated Principal Balances or (ii) with respect to an AB Whole Loan or Trust AB Whole Loan, first, from the related AB Subordinate
            Companion Loan (if any) or Trust Subordinate Companion Loan, as applicable, and then, from any related AB Mortgage Loan or Trust AB Mortgage Loan, as applicable (provided that, with respect to
            any AB Subordinate Companion Loan or Trust Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole
            Loan or Trust AB Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan or the related Trust AB Mortgage Loan and Trust Subordinate Companion Loan), in each case, prior to being payable out of general
            collections with respect to the Mortgage Loans;

        

      

      
        

        

        
          (xiv) to pay out of general collections on the Mortgage Loans and the REO Properties any and
            all federal, state and local taxes imposed on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent that none of the Master Servicer, the Special Servicer, the Certificate
            Administrator or the Trustee is liable therefor pursuant to Section 10.01(g);

        

      

      
        

        

        
          (xv) to reimburse the Certificate Administrator out of general collections on the Mortgage
            Loans, the Trust Subordinate Companion Loan and REO Properties for expenses incurred by and reimbursable to it by the Trust pursuant to Section 10.01(c);

        

      

      
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          (xvi) to pay the applicable Mortgage Loan Seller or any other Person, with respect
            to each Mortgage Loan, if any (or the related Trust Subordinate Companion Loan, if applicable), previously purchased by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods
            after the date of purchase; or, in the case of the substitution for a Mortgage Loan by a Mortgage Loan Seller as contemplated by Section 2.03(b), to pay such Mortgage Loan Seller with respect to the replaced Mortgage Loan all amounts
            received thereon subsequent to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due thereon during or prior to the month of substitution, in accordance with Section 2.03(b);

        

      

      
        

        

        
          (xvii) to remit to the Certificate Administrator for deposit in the Interest Reserve Account
            the amounts required to be deposited in the Interest Reserve Account pursuant to Section 3.21;

        

      

      
        

        

        
          (xviii) to reimburse the Operating Advisor for any Operating Advisor Expenses incurred by and
            reimbursable to it by the Trust pursuant to Section 3.26(i);

        

      

      
        

        

        
          (xix) [to reimburse the Asset Representations Reviewer for any fees and expenses reimbursable
            to it by the Trust pursuant to this Agreement;]

        

      

      
        

        

        
          (xx) to remit to the Companion Paying Agent for deposit into the Companion Distribution
            Account the amounts required to be deposited pursuant to Section 3.04(b) without duplication of amounts remitted to the Companion Paying Agent pursuant to clause (i) above;

        

      

      
        

        

        
          (xxi) to clear and terminate the Collection Account at the termination of this Agreement
            pursuant to Section 9.01; and

        

      

      
        

        

        
          (xxii) to pay for any expenditures to be borne by the Trust pursuant to the third paragraph of
              Section 3.03(c).

        

      

      Consistent with the above, with respect to the Trust AB Whole Loan, subject to Section 3.05(h) and the terms of the related
        Intercreditor Agreement, any withdrawals permitted pursuant to this Section 3.05(a), shall be paid or reimbursed (a) first, from amounts on deposit allocated to the related Trust Subordinate
        Companion Loan and then, from amounts on deposit allocated to the related Trust AB Mortgage Loan and (b) then from general collections in respect of all other Mortgage Loans.

      The Master Servicer shall also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the
        payments or reimbursement of amounts required to be paid to the applicable Non‐Serviced Master Servicer, the applicable Non‐Serviced Special Servicer, the applicable Non‐Serviced Trustee, the applicable Non‐Serviced Certificate Administrator or any
        other applicable party to the applicable Non‐Serviced Pooling Agreement by the holder of a Non‐Serviced Mortgage Loan pursuant to the applicable Non‐Serviced Intercreditor Agreement and the applicable Non‐Serviced Pooling Agreement.

      
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      The Master Servicer shall keep and maintain separate accounting records, on a loan‐by‐loan and property by property basis when appropriate,
        for the purpose of justifying any withdrawal from the Collection Account.

      The Master Servicer shall pay to the Special Servicer, the Trustee or the Certificate Administrator from the Collection Account amounts
        permitted to be paid to it therefrom monthly upon receipt of a certificate of a Servicing Officer of the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator describing the item and amount to which the Special
        Servicer, the Trustee or the Certificate Administrator is entitled.  The Master Servicer may rely conclusively on any such certificate and shall have no duty to re‐calculate the amounts stated therein.  The Special Servicer shall keep and maintain
        separate accounting for each Specially Serviced Loan and REO Loan, on a loan‐by‐loan and property‐by‐property basis, for the purpose of justifying any request for withdrawal from the Collection Account.

      Notwithstanding anything to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to
        the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor out of general collections that do not specifically relate to a Serviced Whole Loan or Trust AB Whole Loan, as applicable may be
        reimbursable from amounts that would otherwise be payable to the related Companion Loan or Trust Subordinate Companion Loan, as applicable; provided, however, that amounts payable or reimbursable to the Master Servicer, the Special
        Servicer, the Trustee, the Certificate Administrator or the Operating Advisor with regard to the Trust AB Whole Loan are reimbursable from general collections on the Mortgage Loans.

      (b)          The Certificate Administrator
          may, from time to time, make withdrawals from the Lower‐Tier REMIC Distribution Account for any of the following purposes (the following not being an order of priority):

      
        

        

        
          (i) to be deemed to make deposits of the Lower‐Tier Distribution Amount pursuant to Section 4.01(c)
            and the amount of any Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper‐Tier REMIC Distribution Account, and to make distributions on the Class [R] Certificates in respect of the Class LR Interest pursuant
            to Section 4.01(c);

        

      

      
        

        

        
          (ii) to pay to the Trustee and the Certificate Administrator or any of their directors,
            officers, employees and agents, as the case may be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);

        

      

      
        

        

        
          (iii) to pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee
            and the Trustee Fee, as applicable, as contemplated by Section 8.05(a) hereof with respect to the Mortgage Loans;

        

      

      
        

        

        
          (iv) to pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the
            Trustee or the Certificate Administrator as provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the Certificate Administrator,

        

      

      
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      the Master Servicer or the Special Servicer as contemplated by Section 3.18(d), (C) the Trustee or the Certificate Administrator as
        contemplated by Section 5.08(c) or Section 8.02(ii) to the extent payable out of the Trust Fund, (D) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 10.01(f)
        or Section 10.01(l) to the extent payable out of the Trust Fund, or (E) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 13.01(a) or Section 13.01(c) in
        connection with any amendment to this Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance of the rights and interests of Certificateholders, in each case, to the extent not paid pursuant to Section 13.01(g);

      
        

        

        
          (v) to pay any and all federal, state and local taxes imposed on the Lower‐Tier REMIC or the
            Upper‐Tier REMIC or on the assets or transactions of any such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator, the REMIC Administrator, the Master Servicer or the Special
            Servicer is liable therefor pursuant to Section 10.01(g);

        

      

      
        

        

        
          (vi) to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c)
            with respect to the Lower‐Tier REMIC or the Upper‐Tier REMIC;

        

      

      
        

        

        
          (vii) to pay to the Master Servicer any amounts deposited by the Master Servicer in the
            Distribution Accounts not required to be deposited therein; and

        

      

      
        

        

        
          (viii) to clear and terminate the Lower‐Tier REMIC Distribution Account at the termination of
            this Agreement pursuant to Section 9.01.

        

      

      (c)          The Certificate Administrator
          shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the extent required to make the distributions of Excess Interest required by Section 4.01(j).

      (d)          The Certificate Administrator
          shall make, or be deemed to make, withdrawals from the Upper‐Tier REMIC Distribution Account for any of the following purposes:

      
        

        

        
          (i) to make distributions to Certificateholders holding Regular Certificates  (and on the
            Class UR Interest in the case of the Class [R] Certificates) to the Class [EC] Distribution Account in respect of the uncertificated regular interests in the Upper‐Tier REMIC represented by any Exchangeable Certificates that have been exchanged
            for and converted to Class [EC] Certificates (for distribution to the Class [EC] Certificates pursuant to Section 4.01) on each Distribution Date pursuant to Section 4.01 or Section 9.01, as applicable, subject to the
            next‐to‐last paragraph of Section 3.04(b); and

        

      

      
        

        

        
          (ii) to clear and terminate the Upper‐Tier REMIC Distribution Account at the termination of
            this Agreement pursuant to Section 9.01.

        

      

      (e)          The Certificate Administrator
          shall make, or be deemed to make, withdrawals from the Class [EC] Distribution Account for any of the following purposes:

      
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          (i) to make distributions to Certificateholders holding Class [EC] Certificates pursuant to Section 4.01
            or Section 9.01, as applicable, subject to the next-to-last paragraph of Section 3.04(b); and

        

      

      
        

        

        
          (ii) to clear and terminate the Class [EC] Distribution Account at the termination of this
            Agreement pursuant to Section 9.01.

        

      

      (f)          Notwithstanding anything
          herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the Collection Account and the Lower‐Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing Fee listed in Section 3.05(a)(ii),
          the Operating Advisor Fee listed in Section 3.05(a)(ii) and the Certificate Administrator Fee listed in Section 3.05(b)(ii) and (b)(iii), then the Certificate Administrator Fee shall be paid in full prior to the payment of
          any Servicing Fees payable under Section 3.05(a)(ii) and then, after payment of Servicing Fees, the Operating Advisor Fees payable under Section 3.05(a)(ii) and in the event that amounts on deposit in the Collection Account and
          the Lower‐Tier REMIC Distribution Account are not sufficient to pay the full amount of such Certificate Administrator Fee, the Certificate Administrator shall be paid based on the amount of such fees and (ii) if amounts on deposit in the
          Collection Account are not sufficient to reimburse the full amount of Advances and interest thereon listed in Sections 3.05(a)(iii), (a)(iv), (a)(v) and (a)(vi), then reimbursements shall be paid first to the Certificate Administrator and to the Trustee, pro rata, second to the Special Servicer, third to the Master Servicer and then to the Operating Advisor.

      (g)          If any Loss of Value Payments
          are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related Serviced REO Property, then the Special Servicer shall, promptly upon written direction from the Master Servicer (provided that, (1) with
          respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of the occurrence of such liquidation event and (2) with respect to clause (v) below, the Certificate Administrator shall have
          provided the Master Servicer and the Special Servicer with five (5) Business Days’ prior notice of such final Distribution Date), transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to
          the Master Servicer for deposit into the Collection Account for the following purposes:

      
        

        

        
          (i) to reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with
            Section 3.05(a) of this Agreement, for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together with any interest on such Advances);

        

      

      
        

        

        
          (ii) to pay, in accordance with Section 3.05(a) of this Agreement, or to reimburse the
            Trust for the prior payment of, any expense or Liquidation Fee relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of such Loss of Value Payments, would constitute an additional expense of
            the Trust;

        

      

      
        

        

        
          (iii) to offset any portion of Realized Losses that are attributable to such Mortgage Loan or
            related REO Property, as the case may be (as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan or any related successor REO Loan;

        

      

      
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          (iv) following the occurrence of a liquidation event with respect to such Mortgage Loan or any
            related Serviced REO Property and any related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii) as to such Mortgage Loan, to cover the items contemplated
            by the immediately preceding clauses (i)-(iii) in respect of any other Mortgage Loan or Serviced REO Loan; and

           

            

          (v) On the final Distribution Date after all distributions have been made as set forth in clauses (i)






              through (iv) above, to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such Mortgage Loan Seller that was used pursuant to
            clauses (i)-(iii) to offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be, additional Trust Fund expenses or any Nonrecoverable Advances incurred with respect to
            the Mortgage Loan related to such contribution.

        

      

      
         

      

      (h)          Any Loss of Value Payments
          transferred to the Collection Account pursuant to clauses (g)(i)-(g)(iii) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan with respect
          thereto for which such Loss of Value Payments were received; [and any Loss of Value Payments transferred to the Collection Account pursuant to clause (g)(iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the
          Trust in respect of the related Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to the Collection Account to cover an item contemplated by clauses (g)(i)-(g)(iv) of the prior paragraph]

      (i)          The Companion Paying Agent
          may, from time to time, make withdrawals from the Companion Distribution Account to make distributions pursuant to Section 4.01(k).

      (j)          The Certificate Administrator,
          on behalf of the Trustee, may, from time to time, make withdrawals from the [LOAN-SPECIFIC] REMIC Distribution Account for any of the following purposes:

      
        

        

        
          (i) to make distributions to the Holders of Class [LOAN-SPECIFIC] Certificates and the Class
            [R] Certificates (in respect of the [LOAN-SPECIFIC]-R Interest) on each Distribution Date pursuant to Section 4.01(b) or Section 9.01, as applicable;

        

      

      
        

        

        
          (ii) to pay to the Trustee and the Certificate Administrator or any of their directors,
            officers, employees and agents, as the case may be, any amounts payable or reimbursable to any such Person, with respect to the Trust Subordinate Companion Loan pursuant to Section 8.05(b);

        

      

      
        

        

        
          (iii) to pay for the cost (without duplication) of the Opinions of Counsel sought by the
            Trustee or the Certificate Administrator (A) as provided in clause (vi) of the definition of “Disqualified Organization,” (B) as contemplated by 0, 5.08(c), 8.02(ii), 10.01(f) and 10.01(l) to the
            extent payable out of the Trust Fund, or (C) as contemplated by Section 13.01(a) or Section 13.01(c) in connection with any amendment to this

        

      

      
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      Agreement requested by the Trustee or the Certificate Administrator, which amendment is in furtherance of the rights and interests of
        Holders of the Class [LOAN-SPECIFIC] Certificates, in each case, to the extent not paid pursuant to Section 13.01(g);

      
        

        

        
          (iv) to pay any and all federal, state and local taxes imposed on the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC or on the
            assets or transactions of such REMIC, together with all incidental costs and expenses, to the extent none of the Trustee, the Certificate Administrator, the REMIC Administrator, the Master Servicer or the Special Servicer is liable therefor
            pursuant to Section 10.01(g)with respect to the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC;

        

      

      
        

        

        
          (v) to pay the REMIC Administrator any amounts reimbursable to it pursuant to Section 10.01(c)
            with respect to the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC;

        

      

      
        

        

        
          (vi) to pay to the Master
            Servicer any amounts deposited by the Master Servicer in the [LOAN-SPECIFIC] REMIC Distribution Account not required to be deposited therein;

        

      

      
        

        

        
          (vii) to clear and terminate
            the [LOAN-SPECIFIC] REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01; and

        

      

      
        

        

        
          (viii) consistent with the above, with respect to the Trust AB Whole Loan, subject to Section 3.05(a)(i),
            any withdrawals permitted pursuant to this Section 3.05(j), shall be paid or reimbursed (a) first, from amounts on deposit allocated to the related Trust Subordinate Companion Loan and then, from amounts on deposit allocated to the related Trust AB Mortgage Loan and (b) then from general collections in respect of all other Mortgage Loans.

        

      

      Section 3.06          Investment of
            Funds in the Collection Account and the REO Account.  (a) The Master Servicer may direct any depository institution maintaining the Collection Account, the Companion Distribution Account, or any Servicing Account (for purposes of this Section 3.06,
          an “Investment Account”), the Special Servicer may direct any depository institution maintaining the REO Account or Loss of Value Reserve Fund (also for purposes of this Section 3.06, an “Investment Account”) to invest or if
          it is such depository institution, may itself invest, the funds held therein, only in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately
          preceding the next succeeding date on which funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the depository institution maintaining such account is the obligor thereon and (ii) no later than
          the date on which funds are required to be withdrawn from such account pursuant to this Agreement, if the depository institution maintaining such account is the obligor thereon.  All such Permitted Investments shall be held to maturity, unless
          payable on demand.  Any funds held in an Investment Account shall be held in the name of the Master Servicer or the Special Servicer, as applicable, on behalf of the Trustee (in its capacity as such) for the benefit of the Certificateholders. 
          The Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer), the

      
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      Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) on behalf of
        the Trustee, shall maintain continuous physical possession of any Permitted Investment of amounts in the Collection Account, the Companion Distribution Account, the Servicing Accounts, Loss of Value Reserve Fund or REO Account, as applicable, that
        is either (i) a “certificated security,” as such term is defined in the UCC (such that the Trustee shall have control pursuant to Section 8‐106 of the UCC) or (ii) other property in which a secured party may perfect its security interest by
        physical possession under the UCC or any other applicable law.  In the case of any Permitted Investment held in the form of a “security entitlement” (within the meaning of Section 8‐102(a)(17) of the UCC), the Master Servicer or the Special
        Servicer, as applicable, shall take or cause to be taken such action as the Trustee deems reasonably necessary to cause the Trustee to have control over such security entitlement.  In the event amounts on deposit in an Investment Account are at any
        time invested in a Permitted Investment payable on demand, the Master Servicer (in the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer) or the Special Servicer (in
        the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall:

      
        

        

        
          (i) consistent with any notice required to be given thereunder, demand that payment thereon be
            made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and (b) the amount required to be withdrawn on such date; and

        

      

      
        

        

        
          (ii) demand payment of all amounts due thereunder promptly upon determination by the Master
            Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the Investment Account.

        

      

      (b)          Interest and investment income
          realized on funds deposited in the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect to such account for the
          period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with respect to Servicing
          Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal at its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may be.  Interest and investment
          income realized on funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer, to the extent of the Net Investment Earnings, if any, with respect to such account for each
          period from and including any Distribution Date to and including the immediately succeeding P&I Advance Date, shall be for the sole and exclusive benefit of the Special Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c). 






          In the event that any loss shall be incurred in respect of any Permitted Investment (as to which the Master Servicer or Special Servicer, as applicable, would have been entitled to any Net Investment Earnings hereunder) directed to be made by the
          Master Servicer or Special Servicer, as applicable, and on deposit in any of the Collection Account, the Companion Distribution Account, the Servicing Account, Loss of Value Reserve Fund or the REO Account, the Master Servicer (in the case of the
          Collection Account, the Companion

      
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      Distribution Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the case of the REO Account, Loss of Value
        Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall deposit therein, no later than the P&I Advance Date, without right of reimbursement, the amount of Net Investment Loss, if any, with respect to such account
        for the period from and including the prior Distribution Date to and including the P&I Advance Date related to the current Distribution Date; provided that neither the Master Servicer nor the Special Servicer shall be required to
        deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the insolvency of the federal or state chartered depository institution or trust company that holds such Investment Account, so long
        as such depository institution or trust company satisfied the qualifications set forth in the definition of “Eligible Account” at the time such investment was made (and, with respect to the Master Servicer, such federal or state chartered
        depository institution or trust company is not an Affiliate of the Master Servicer unless such depository institution or trust company satisfied the qualification set forth in the definition of “Eligible Account” both (x) at the time the investment
        was made and (y) thirty (30) days prior to such insolvency).

      (c)          Except as otherwise expressly
          provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer may and, upon the
          request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
          proceedings.

      Section 3.07          Maintenance of
            Insurance Policies; Errors and Omissions and Fidelity Coverage.  (a) The Master Servicer (with respect to the Mortgage Loans and the Trust Subordinate Companion Loan (other than a Non‐Serviced Mortgage Loan) and any related Serviced
          Companion Loan) shall use its efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non‐Serviced Mortgage Loan), and the Special Servicer (with respect to REO Properties other than any
          Non‐Serviced Mortgaged Properties) shall maintain, to the extent required by the terms of the related Mortgage Loan documents, all insurance coverage as is required under the related Mortgage Loan documents except to the extent that the failure
          of the related Mortgagor to do so is an Acceptable Insurance Default (and except as provided in the next sentence with respect to the Master Servicer or Special Servicer, as applicable).  If the Mortgagor does not so maintain such insurance
          coverage, subject to its recoverability determination with respect to any required Servicing Advance, the Master Servicer (with respect to the Mortgage Loans (other than a Non‐Serviced Mortgage Loan), Trust Subordinate Companion Loan and any
          related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than a Non‐Serviced Mortgaged Property) shall maintain all insurance coverage as is required under the related Mortgage (or, in the case of REO
          Property, in accordance with the Servicing Standard in an amount that is at least equal to the lesser of (1) the full replacement cost of the improvements on the REO Property and (2) the outstanding principal balance owing on the related REO
          Loan, and in any event, the amount necessary to avoid the operation of any co-insurance provisions), but only in the event the Trustee has an insurable interest therein and such insurance is available to the Master Servicer or the Special
          Servicer, as applicable, and, if available, can be obtained at commercially reasonable rates, as determined (prior to the occurrence and continuance of any Control Termination Event,

      
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      any determination that such insurance coverage is not available or not available at commercially reasonable rates to be made with the consent of the Directing
        Certificateholder (or, with respect to any Serviced AB Whole Loan or Trust AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, with the consent of the holder of the related AB Subordinate Companion Loan
        or the related Subordinate Loan-Specific Directing Certificateholder, as applicable)) by the Master Servicer (with respect to the Mortgage Loans and the Trust Subordinate Companion Loan (other than a Non‐Serviced Mortgage Loan) and any related
        Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than any Non‐Serviced Mortgaged Property) except to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default as
        determined by the Special Servicer; provided, however, that (A) if any Mortgage permits the holder thereof to dictate to the Mortgagor the insurance coverage to be maintained on such Mortgaged Property, the Master Servicer or the
        Special Servicer (with respect to REO Property), as applicable, shall impose or maintain, as applicable, such insurance requirements as are consistent with the Servicing Standard taking into account the insurance in place at the closing of the
        Mortgage Loan; and (B) the Master Servicer will be obligated to use efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (or to itself maintain) insurance against property damage resulting from terrorist or similar acts
        unless the Mortgagor’s failure is an Acceptable Insurance Default as determined by the Special Servicer (unless a Control Termination Event has occurred and is continuing and, other than with respect to any Excluded Loan, with the consent of the
        Directing Certificateholder or, prior to the occurrence and continuance of an AB Control Appraisal Period, the related AB Whole Loan Controlling Holder) and only in the event the Trustee has an insurable interest therein and such insurance is
        available to the Master Servicer or the Special Servicer, as applicable, and, if available, can be obtained at commercially reasonable rates.  The Master Servicer and Special Servicer shall be entitled to rely on insurance consultants (at the
        applicable servicer’s expense) in determining whether any insurance is available at commercially reasonable rates.  Subject to Section 3.15(a) and the costs of such insurance being reimbursed or paid to the Special Servicer as provided in
        the third‐to‐last sentence of this paragraph, the Special Servicer shall maintain for each REO Property (other than any Non‐Serviced Mortgaged Property) no less insurance coverage than was previously required of the Mortgagor under the related
        Mortgage Loan documents unless the Special Servicer determines ((i) prior to the occurrence and continuance of a Control Termination Event and (ii) (other than with respect to any Excluded Loan) with the consent of the Directing Certificateholder
        or, prior to the occurrence and continuance of an AB Control Appraisal Period, the related AB Whole Loan Controlling Holder, as applicable) that such insurance is not available at commercially reasonable rates or that the Trustee does not have an
        insurable interest, in which case the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s determination.  All Insurance Policies maintained by the Master Servicer or the Special Servicer shall (i) contain a “standard”
        mortgagee clause, with loss payable to the Master Servicer on behalf of the Trustee (in the case of insurance maintained in respect of Mortgage Loans (other than any Non‐Serviced Mortgage Loan), including any related Serviced Companion Loan, other
        than REO Properties) or to the Special Servicer on behalf of the Trustee (in the case of insurance maintained in respect of REO Properties), (ii) be in the name of the Trustee (in the case of insurance maintained in respect of REO Properties),
        (iii) include coverage in an amount not less than the lesser of (x) the full replacement cost of the improvements securing Mortgaged Property or the REO Property, as applicable, and (y) the outstanding principal balance owing on the

      
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      related Mortgage Loan (including any related Serviced Companion Loan) or REO Loan, as applicable, and in any event, the amount necessary to avoid the
        operation of any co‐insurance provisions, (iv) include a replacement cost endorsement providing no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage Loan documents), (v) be noncancelable without
        thirty (30) days prior written notice to the insured party (except in the case of nonpayment, in which case such policy shall not be cancelled without ten (10) days prior notice) and (vi) subject to the first proviso in the second sentence of this
        Section 3.07(a), be issued by a Qualified Insurer authorized under applicable law to issue such Insurance Policies.  Any amounts collected by the Master Servicer or Special Servicer under any such Insurance Policies (other than amounts to be
        applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts to be released to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related Mortgage Loan
        documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a).  Any costs incurred by the Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any
        related Serviced Companion Loan) (other than REO Properties and other than any Non‐Serviced Mortgage Loan) (i) if the Mortgagor defaults on its obligation to do so, shall be advanced by the Master Servicer as a Servicing Advance (so long as such
        Advance would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of
        calculating monthly distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan, Trust Subordinate Companion Loan and Serviced Companion Loan (if any), notwithstanding that the terms of such Mortgage
        Loan, Trust Subordinate Companion Loan or Serviced Companion Loan so permit.  Any cost incurred by the Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be an expense of the Trust payable out of the
        related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a Nonrecoverable Advance and if such
        Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account).  The foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan or Trust AB Whole Loan as if it were a
        single “Mortgage Loan”.  Notwithstanding any provision to the contrary, the Master Servicer will not be required to maintain, and will not be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property
        unless such insurance was required at the time of origination of the related Mortgage Loan and is currently available at commercially reasonable rates.

      Notwithstanding the foregoing, with respect to the Mortgage Loans (other than a Non‐Serviced Mortgage Loan) and any related Serviced
        Companion Loan that either (x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in
        types and against such risks as the holder of such Mortgage Loan (including any related Trust Subordinate Companion Loan or Serviced Companion Loan) reasonably requires from time to time in order to protect its interests, the Master Servicer will
        be required to, consistent with the Servicing Standard, (A) monitor in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional Exclusions, (B) request the Mortgagor to either
        purchase insurance against the risks specified in

      
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      the Additional Exclusions or provide an explanation as to its reasons for failing to purchase such insurance and (C) notify the Special Servicer if it has
        knowledge that any insurance policy contains Additional Exclusions or if it has knowledge (such knowledge to be based upon the Master Servicer’s compliance with the immediately preceding clauses (A) and (B) above) that any Mortgagor
        fails to purchase the insurance requested to be purchased by the Master Servicer pursuant to clause (B) above.  If the Special Servicer determines in accordance with the Servicing Standard that such failure is not an Acceptable Insurance
        Default, the Special Servicer shall notify the Master Servicer and the Master Servicer shall use efforts consistent with the Servicing Standard to cause such insurance to be maintained.  The Special Servicer (at the expense of the Trust) shall be
        entitled to rely on insurance consultants in making such determinations.  The Master Servicer shall be entitled to rely on insurance consultants (at the expense of such Master Servicer) in determining whether Additional Exclusions exist. 
        Furthermore, the Special Servicer shall promptly deliver such conclusions in writing to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i) have one of the ten (10) highest
        outstanding Stated Principal Balances of all of the Mortgage Loans then included in the Trust or (ii) comprise more than 5% of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust.  During the period that the
        Special Servicer is evaluating the availability of such insurance or waiting for a response from the Directing Certificateholder or the related AB Whole Loan Controlling Holder, as applicable, neither the Master Servicer nor the Special Servicer
        will be liable for any loss related to its failure to require the Mortgagor to maintain such insurance and will not be in default of its obligations as a result of such failure.

      (b)          (i) The Special Servicer shall
          maintain (or cause to be maintained), fire and hazard insurance on each REO Property (other than with respect a Non‐Serviced Mortgaged Property), to the extent obtainable at commercially reasonable rates and the Trustee has an insurable interest,
          in an amount that is at least equal to the lesser of (1) the full replacement cost of the improvements on the REO Property or (2) the outstanding principal balance owing on the REO Loan, and in any event, the amount necessary to avoid the
          operation of any co-insurance provisions.  If the Master Servicer or the Special Servicer shall obtain and maintain a blanket Insurance Policy with a Qualified Insurer insuring against fire and hazard losses on all of the Mortgage Loans
          (including any related Trust Subordinate Companion Loan or Serviced Companion Loan, but excluding any Non‐Serviced Mortgage Loan) or REO Properties (other than with respect to a Non‐Serviced Mortgaged Property), as the case may be, required to be
          serviced and administered hereunder, then, to the extent such Insurance Policy provides protection equivalent to the individual policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have
          satisfied its obligation to cause fire and hazard insurance to be maintained on the related Mortgaged Properties or REO Properties.  Such Insurance Policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer
          shall, if there shall not have been maintained on the related Mortgaged Property or REO Property a fire and hazard Insurance Policy complying with the requirements of Section 3.07(a), and there shall have been one or more losses which
          would have been covered by such Insurance Policy, promptly deposit into the Collection Account from its own funds the amount of such loss or losses that would have been covered under the individual policy but are not covered under the blanket
          Insurance Policy because of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan (including any related Trust Subordinate Companion Loan or Serviced Companion
          Loan),

      
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      or in the absence of such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.  In connection with its activities
        as administrator and Master Servicer of the Mortgage Loans, Trust Subordinate Companion Loan or any Serviced Companion Loans, the Master Servicer agrees to prepare and present, on behalf of itself, the Trustee and Certificateholders, claims under
        any such blanket Insurance Policy in a timely fashion in accordance with the terms of such policy.  The Special Servicer, to the extent consistent with the Servicing Standard, may maintain, earthquake insurance on REO Properties (other than with
        respect to a Non‐Serviced Mortgaged Property), provided coverage is available at commercially reasonable rates, the cost of which shall be a Servicing Advance.

      
        

        

        
          (ii) If the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO
            Property to be covered by a master single interest or force‐placed insurance policy with a Qualified Insurer naming the Master Servicer or the Special Servicer on behalf of the Trustee as the loss payee, then to the extent such Insurance Policy
            provides protection equivalent to the individual policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied its obligation to cause such insurance to be maintained on the related
            Mortgaged Properties and REO Properties.  In the event the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such master single interest or force‐placed insurance policy, the incremental
            costs of such insurance applicable to such Mortgaged Property or REO Property (i.e., other than any minimum or standby premium payable for such policy whether or not any Mortgaged Property or REO Property is covered thereby) shall be paid by
            the Master Servicer as a Servicing Advance.  Such master single interest or force‐placed policy may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall, in the event that there shall not have been
            maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.07(a), and there shall have been one or more losses which would have been covered by such policy had it been
            maintained, deposit into the Collection Account from its own funds the amount not otherwise payable under the master single or force‐placed interest policy because of such deductible clause, to the extent that any such deductible exceeds the
            deductible limitation that pertained to the related Mortgage Loan, including any related Trust Subordinate Companion Loan, Serviced Companion Loan, or, in the absence of any such deductible limitation, the deductible limitation which is
            consistent with the Servicing Standard.

        

      

      (c)          Each of the Master Servicer
          and the Special Servicer shall obtain and maintain at its own expense and keep in full force and effect throughout the term of this Agreement a blanket fidelity bond and an “errors and omissions” Insurance Policy with a Qualified Insurer covering
          the Master Servicer’s and the Special Servicer’s, as applicable, officers and employees acting on behalf of the Master Servicer and the Special Servicer in connection with its activities under this Agreement.  Notwithstanding the foregoing, so
          long as the long‐term debt or the deposit obligations or claims‐paying ability of the Master Servicer (or its immediate or remote parent) or the Special Servicer (or its immediate or remote parent), as applicable, is rated at least “[___]” by
          [_____], the Master Servicer (or its public parent) or the Special Servicer (or its public parent), as applicable, shall be allowed to provide self‐insurance with respect to a fidelity bond and an “errors and omissions” Insurance Policy.  Such
          amount of coverage shall be in such form and amount as are consistent with the Servicing Standard.

      
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      Coverage of the Master Servicer or the Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special Servicer and
        providing the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c).  The Special Servicer and the Master Servicer shall promptly report in writing to the Trustee any material changes that
        may occur in their respective fidelity bonds, if any, and/or their respective errors and omissions Insurance Policies, as the case may be, and shall furnish to the Trustee copies of all binders and policies or certificates evidencing that such
        bonds, if any, and insurance policies are in full force and effect.

      (d)          At the time the Master
          Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other than a Non‐Serviced Mortgaged Property) is in a federally designated special flood hazard area (and such flood insurance has been made available),
          the Master Servicer shall use efforts consistent with the Servicing Standard to cause the related Mortgagor (in accordance with applicable law and the terms of the Mortgage Loan, Trust Subordinate Companion Loan and related Serviced Companion
          Loan documents) to maintain, and, if the related Mortgagor shall default in its obligation to so maintain, shall itself maintain to the extent available at commercially reasonable rates (as determined by the Master Servicer in accordance with the
          Servicing Standard and to the extent the Trustee, as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but only to the extent the related Mortgage Loan (other than a Non‐Serviced Mortgage Loan) or related Serviced
          Companion Loan permits the mortgagee to require such coverage and the maintenance of such coverage is consistent with the Servicing Standard.  Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid principal balance of
          the related Mortgage Loan (and any related Serviced Companion Loan or Trust Subordinate Companion Loan, if applicable), and (ii) the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended, plus
          such additional excess flood coverage with respect to the Mortgaged Property, if any, in an amount consistent with the Servicing Standard.  If the cost of any insurance described above is not borne by the Mortgagor, the Master Servicer shall
          promptly make a Servicing Advance for such costs.

      (e)          During all such times as any
          REO Property (other than with respect to a Non‐Serviced Mortgaged Property) shall be located in a federally designated special flood hazard area, the Special Servicer (prior to the occurrence and continuance of a Control Termination Event, with
          the consent of the Directing Certificateholder) shall cause to be maintained, to the extent available at commercially reasonable rates (as determined by the Special Servicer in accordance with the Servicing Standard), a flood insurance policy
          meeting the requirements of the current guidelines of the Federal Insurance Administration in an amount representing coverage not less than the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as
          amended.  The cost of any such flood insurance with respect to an REO Property shall be an expense of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient
          therefor, paid by the Master Servicer to the Special Servicer as a Servicing Advance unless determined to be a Nonrecoverable Advance, and if determined to be a Nonrecoverable Advance, then the Master Servicer shall pay the Special Servicer from
          the Collection Account.

      (f)          Each of the Operating Advisor
          and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full force and effect throughout the term of

      
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      this Agreement an “errors and omissions” insurance policy with a Qualified Insurer covering losses that may be sustained as a result of an officer’s or
        employee’s errors or omissions.

      Section 3.08          Enforcement of
            Due‐on‐Sale Clauses; Assumption Agreements.  (a) As to each Mortgage Loan, Trust Subordinate Companion Loan (other than a Non‐Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature of a
          “due‐on‐sale” clause, which by its terms:

      
        

        

        
          (i) provides that such Mortgage Loan and any related Companion Loan or Trust Subordinate
            Companion Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor or principals of the Mortgagor; or

        

      

      
        

        

        
          (ii) provides that such Mortgage Loan and any related Companion Loan or Trust Subordinate
            Companion Loan may not be assumed without the consent of the mortgagee in connection with any such sale or other transfer,

        

      

      then, for so long as such Mortgage Loan or related Serviced Companion Loan or Trust Subordinate Companion Loan is being serviced under this
        Agreement, the Special Servicer, on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related Companion Loan or Trust Subordinate Companion Loan (x) to accelerate the
        payments thereon or (y) to withhold its consent to any sale or transfer, consistent with the Servicing Standard or (b) waive any right to exercise such rights, provided that, (i) with respect to all Mortgage Loans or the Trust Subordinate
        Companion Loan, the Special Servicer, prior to itself taking such an action, shall obtain prior to the occurrence and continuance of a Control Termination Event, the prior written consent (or deemed consent) of the Directing Certificateholder (or,
        with respect to any Serviced AB Whole Loan or Trust AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the holder of the related AB Subordinate Companion Loan or the related Subordinate Loan‐Specific
        Directing Certificateholder, to the extent required under the Intercreditor Agreement) (or after the occurrence and continuance of a Control Termination Event, but prior to a Consultation Termination Event, upon consultation with the Directing
        Certificateholder pursuant to Section 6.08(a) hereof), which consent shall be deemed given ten (10) Business Days after receipt (unless earlier objected to by the Directing Certificateholder) of the Special Servicer’s written analysis and
        recommendation with respect to such waiver together with such other information reasonably required by the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan or Trust AB Whole Loan, prior to the occurrence and continuance
        of a related AB Control Appraisal Period, the holder of the related AB Subordinate Companion Loan or the related Subordinate Loan-Specific Directing Certificateholder, to the extent required under the Intercreditor Agreement), and (ii) with respect
        to any Mortgage Loan (x) with a Stated Principal Balance greater than or equal to $20,000,000, (y) with a Stated Principal Balance greater than or equal to 5% of the aggregated Stated Principal Balance of the Mortgage Loans then outstanding or
        (z) together with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted or together with all other Mortgage Loans with the same Mortgagor (or an affiliate thereof), that is one of the ten largest Mortgage Loans
        outstanding (by Stated Principal Balance), the Master Servicer or the Special Servicer, as the case may be, prior to consenting to any action, shall obtain, a Rating Agency Confirmation from each Rating

      
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      Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then‐current
        ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to
        the Certificates pursuant to Section 3.25), provided, however, that with respect to subclauses (y) and (z) of this subclause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at
        least $10,000,000 for such Rating Agency Confirmation requirement to apply.  Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing), the
        Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major Decisions and consider alternative actions recommended by the Operating Advisor, in respect
        thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.

      In connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan
        Securities, the related rating agencies) pursuant to this Section 3.08(a), the Special Servicer shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information
        Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25 of this Agreement.

      If any Mortgage Loan (other than a Non‐Serviced Mortgage Loan) or related Serviced Companion Loan or Trust Subordinate Companion Loan
        provides that such Mortgage Loan or related Serviced Companion Loan or Trust Subordinate Companion Loan may be assumed or transferred without the consent of the mortgagee; provided that certain conditions are satisfied, then for so long as
        such Mortgage Loan or related Serviced Companion Loan or Trust Subordinate Companion Loan is being serviced under this Agreement, the Special Servicer, with respect to all Specially Serviced Loans (other than a Non‐Serviced Mortgage Loan), related
        Serviced Companion Loans or Trust Subordinate Companion Loan, on behalf of the Trustee as the mortgagee of record, shall determine in accordance with the Servicing Standard whether such conditions have been satisfied, or, with respect to any
        Mortgage Loan which does not allow the mortgagee discretion in approving a transfer or assumption or does not allow for discretion in determining whether conditions to a transfer or assumption have been satisfied, the Master Servicer, on behalf of
        the Trustee as mortgagee of record, shall make such determination with respect to whether such conditions have been satisfied.

      (b)          As to each Mortgage Loan
          (other than a Non‐Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature of a “due‐on‐encumbrance” clause that by its terms:

      
        

        

        
          (i) provides that such Mortgage Loan, Trust Subordinate Companion Loan and any related
            Companion Loan shall (or may at the mortgagee’s option) become due and payable upon the creation of any additional lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor or principals of the Mortgagor;
            or

        

      

      
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          (ii) requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged
            Property or equity interests in the Mortgagor or principals of the Mortgagor;

        

      

      then, for so long as such Mortgage Loan (and related Trust Subordinate Companion Loan or Companion Loan, if applicable) is serviced under
        this Agreement, the Special Servicer on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right it may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to
        withhold its consent to the creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive its right to exercise such rights, provided that (i)  the Special Servicer has obtained prior to the
        occurrence and continuance of a Control Termination Event, the prior written consent (or deemed consent) of the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan or Trust AB Whole Loan, prior to the occurrence and
        continuance of a related AB Control Appraisal Period, the holder of the related AB Subordinate Companion Loan or the related Subordinate Loan-Specific Directing Certificateholder, to the extent required under the Intercreditor Agreement), which
        consent shall be deemed given ten (10) Business Days after receipt by the Directing Certificateholder of the Special Servicer’s written analysis and recommendation with respect to such waiver or exercise of such rights together with such other
        information reasonably required by the Directing Certificateholder (or, with respect to any Serviced AB Whole Loan or Trust AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the holder of the related
        AB Subordinate Companion Loan or the related Subordinate Loan-Specific Directing Certificateholder, to the extent required under the Intercreditor Agreement), and (ii) the Special Servicer has obtained Rating Agency Confirmation from each Rating
        Agency and a confirmation of any applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then‐current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
        such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) if such Mortgage Loan (A) has an
        outstanding principal balance that is greater than or equal to 2% of the Stated Principal Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including any existing and proposed debt) or (C) has a Debt Service
        Coverage Ratio less than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Mortgage Loan and related Trust Subordinate Companion Loan or Companion Loan, if any, and the principal amount of the proposed
        additional lien) or (D) is one of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has a Stated Principal Balance greater than $20,000,000; provided, however, that with respect to subclauses (A), (B),
        (C) and (D) of this subclause (ii), such Mortgage Loan shall also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply.

      In connection with any request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan
        Securities, the related rating agencies) pursuant to this Section 3.08(b), the Special Servicer shall (if not already provided in accordance with Section 3.25 of this Agreement) deliver a Review Package to the 17g-5 Information
        Provider (or, with respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25 of this Agreement.

      
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      To the extent permitted by the related Mortgage Loan documents, the Rating Agency Confirmation described in the immediately preceding
        paragraph or in Section 3.08(a) shall be an expense of the related Mortgagor; provided that if the Mortgage Loan documents are silent as to who bears the costs of obtaining any such Rating Agency Confirmation, the Special Servicer
        shall use reasonable efforts to make the related Mortgagor bear such costs and expenses.  Unless determined to be a Nonrecoverable Advance such costs not collected from the related Mortgagor shall be advanced as a Servicing Advance.

      If any Mortgage Loan or related Companion Loan provides that such Mortgage Loan or related Companion Loan may be further encumbered without
        the consent of the mortgagee, then for so long as such Mortgage Loan or related Companion Loan is being serviced under this Agreement, (i) the Special Servicer, on behalf of the Trustee as the mortgagee of record, with respect to all Mortgage Loans
        (other than a Non‐Serviced Mortgage Loan) involving a Special Servicer Decision or Major Decision, shall determine whether conditions to further encumbrance have been satisfied (provided that, with respect to a Non-Specially Serviced Loan,
        there is no lender discretion with respect to the satisfaction of such conditions), or (ii) the Master Servicer, on behalf of the Trustee as the mortgagee of record, with respect to all Non-Specially Serviced Loans if such action is not a Major
        Decision or a Special Servicer Decision, shall make such determination with respect to whether such conditions have been satisfied.

      Nothing in this Section 3.08 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice of any
        assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional lien or other encumbrance with respect to such Mortgaged Property.

      (c)          Except as otherwise permitted
          by Section 3.08(a) and (b) and/or Section 3.18, neither the Master Servicer nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan, Trust Subordinate Companion Loan and related Serviced
          Companion Loan, as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08.  The Master Servicer and the Special Servicer, as applicable, shall provide copies of any final waivers
          (except with respect to provision of any such waivers to the 17g‐5 Information Provider, exclusive of any Privileged Information) it effects pursuant to Section 3.08(a) or (b) to each other and to the 17g‐5 Information Provider
          with respect to each Mortgage Loan, and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the 17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website in
          accordance with Section 3.25) and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed pursuant to Section 3.08(a) or (b) and shall forward thereto
          a copy of such agreement.

      (d)          Notwithstanding any other
          provision of this Agreement, the Special Servicer may not waive its rights or grant its consent under any “due‐on‐sale” or “due‐on‐encumbrance” clause relating to any Mortgage Loan without (prior to the occurrence and continuance of a Control
          Termination Event) the consent of the Directing Certificateholder (or after the occurrence and during the continuance of a Control Termination Event, but prior to a Consultation Termination Event, upon consultation with the Directing
          Certificateholder pursuant to Section 6.08 hereof).  The Directing Certificateholder shall have ten (10) Business Days after receipt of notice along with the Master Servicer’s or Special Servicer’s

      
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      recommendation and analysis with respect to such proposed waiver or proposed granting of consent and any additional information the Directing
        Certificateholder may reasonably request from the Special Servicer of a proposed waiver or consent under any “due on sale” or “due-on-encumbrance” clause in which to grant or withhold its consent (provided that if the Special Servicer fails
        to receive a response to such notice from the Directing Certificateholder in writing within such period, then the Directing Certificateholder shall be deemed to have consented to such proposed waiver or consent).

      (e)          Notwithstanding the foregoing
          provisions of this Section 3.08, if the Special Servicer (with respect to Specially Serviced Loans) makes a determination under Sections 3.08(a) or 3.08(b) hereof that the applicable conditions in the related Mortgage
          Loan, Trust Subordinate Companion Loan or Companion Loan documents, as applicable, with respect to assumptions or encumbrances permitted without the consent of the mortgagee have been satisfied, the applicable assumptions and transfers may be
          subject to an assumption or other fee, unless such fees are otherwise prohibited pursuant to the Mortgage Loan documents; provided that any such fee not provided for in the Mortgage Loan documents does not constitute a “significant”
          change in yield pursuant to Treasury Regulations Section 1.1001‐3(e)(2).

      Section 3.09          Realization Upon
            Defaulted Mortgage Loans, Companion Loans and the Trust Subordinate Companion Loan.  (a) Upon an event of default under the Mortgage Loan documents related to a Serviced Whole Loan, Trust AB Whole Loan or a Mortgage Loan with mezzanine
          debt, the Master Servicer shall promptly provide written notice to the related Companion Holder (or the related Subordinate Loan-Specific Directing Certificateholder, with respect to the Trust AB Whole Loan) or mezzanine lender, as applicable,
          with a copy of such notice to the Special Servicer.  The Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09, Section 3.24, subject to the Directing Certificateholders’ rights
          pursuant to Section 6.08, and any Companion Holder, Subordinate Loan-Specific Directing Certificateholder or mezzanine lender’s rights under the related Intercreditor Agreement (in the case of a Serviced Whole Loan, on behalf of the
          holders of the beneficial interest of the related Companion Loan) or this Agreement, exercise reasonable efforts, consistent with the Servicing Standard, to foreclose upon or otherwise comparably convert (which may include an REO Acquisition) the
          ownership of property securing any such Mortgage Loan (other than any Non‐Serviced Mortgage Loan) and related Trust Subordinate Companion Loan or Companion Loan, if any, as come into and continue in default as to which no satisfactory
          arrangements (including by way of a discounted pay-off) can be made for collection of delinquent payments, and which are not released from the Trust Fund pursuant to any other provision hereof.  The foregoing is subject to the provision that, in
          any case in which a Mortgaged Property shall have suffered damage from an Uninsured Cause, the Master Servicer or Special Servicer shall not be required to make a Servicing Advance and expend funds toward the restoration of such property unless
          the Special Servicer has determined in its reasonable discretion that such restoration will increase the net proceeds of liquidation of such Mortgaged Property to Certificateholders after reimbursement to the Master Servicer for such Servicing
          Advance, and the Master Servicer or Special Servicer has not determined that such Servicing Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance.  The costs and expenses incurred by the Special
          Servicer in any such proceedings shall be advanced by the Master Servicer; provided that, in each case, such cost or expense would not, if incurred, constitute a Nonrecoverable Servicing Advance.  Nothing contained in this Section 3.09
          shall be construed so as to require the Master

      
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      Servicer or the Special Servicer, on behalf of the Trust, to make an offer on any Mortgaged Property at a foreclosure sale or similar proceeding that is in
        excess of the fair market value of such property, as determined by the Master Servicer or the Special Servicer in its reasonable judgment taking into account the factors described in Section 3.16(b) and the results of any Appraisal obtained
        pursuant to the following sentence, all such offers to be made in a manner consistent with the Servicing Standard.  If and when the Special Servicer or the Master Servicer deems it necessary and prudent for purposes of establishing the fair market
        value of any Mortgaged Property securing a Defaulted Mortgage Loan or any related defaulted Trust Subordinate Companion Loan or Companion Loan, whether for purposes of making an offer at foreclosure or otherwise, the Special Servicer or the Master
        Servicer, as the case may be, is authorized to have an Appraisal performed with respect to such property by an Independent MAI‐designated appraiser the cost of which shall be paid by the Master Servicer as a Servicing Advance.

      (b)          The Special Servicer shall not
          acquire any personal property pursuant to this Section 3.09 unless either:

      
        

        

        
          (i) such personal property is incidental to real property (within the meaning of
            Section 856(e)(1) of the Code) so acquired by the Special Servicer; or

        

      

      
        

        

        
          (ii) the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall
            be paid by the Master Servicer as a Servicing Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the related Companion Loan) will not cause an Adverse REMIC Event to occur.

        

      

      (c)          Notwithstanding the foregoing
          provisions of this Section 3.09 and Section 3.24, neither the Master Servicer nor the Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure or otherwise, or take any other
          action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee, on behalf of the Certificateholders (including the Holders of the Class [LOAN-SPECIFIC] Certificates, if applicable) and/or any related Companion
          Holder, would be considered to hold title to, to be a “mortgagee‐in‐possession” of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable law, unless (as evidenced by an Officer’s Certificate
          to such effect delivered to the Trustee) the Special Servicer has previously determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed by an Independent Person who regularly
          conducts Environmental Assessments and performed within six (6) months prior to any such acquisition of title or other action, that:

      
        

        

        
          (i) such Mortgaged Property is in compliance with applicable environmental laws or, if not,
            after consultation with an environmental consultant, that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the related Companion Holders), as a collective whole as if such
            Certificateholders and, if applicable, Companion Holders constituted a single lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and

        

      

      
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          (ii) there are no circumstances present at such Mortgaged Property relating to the use,
            management or disposal of any hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective federal, state or local law or regulation, or that, if any such
            hazardous materials are present for which such action could be required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan, the
            Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.

        

      

      The cost of any such Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial,
        corrective or other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid by the Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case
        it shall be an expense of the Trust and, in the case of a Serviced Whole Loan or Trust AB Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement by the Master Servicer from the Collection Account, including from the
        Companion Distribution Account (such withdrawal to be made from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan or Trust AB Whole Loan, as applicable)); and if any such Environmental Assessment so
        warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental Assessment ordered after such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense of the Trust as it
        deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the preceding sentence have been satisfied.  With respect to Non‐Specially Serviced Loans, the Master Servicer and, with respect to
        Specially Serviced Loans, the Special Servicer (other than any Non‐Serviced Mortgage Loan) shall review and be familiar with the terms and conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be
        taken (including delivering any notices to the insurer and using reasonable efforts to perform any actions required under such policy) under each environmental insurance policy in effect and obtained on behalf of the mortgagee to receive the
        maximum proceeds available under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).

      (d)          If (i) the environmental
          testing contemplated by subsection (c) above establishes that either of the conditions set forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not been satisfied with respect to
          any Mortgaged Property securing a Defaulted Mortgage Loan and, in the case of a Serviced Mortgage Loan or a Trust AB Mortgage Loan, any related Companion Loan or Trust Subordinate Companion Loan, and (ii) there has been no breach of any of the
          representations and warranties set forth in or required to be made pursuant to Section 6 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller could be required to repurchase such Defaulted Mortgage Loan
          or defaulted Trust Subordinate Companion Loan pursuant to Section 6 of the applicable Mortgage Loan Purchase Agreement, then the Special Servicer shall take such action as it deems to be in the best economic interest of the Trust (other than
          proceeding to acquire title to the Mortgaged Property) and is hereby authorized (prior to the occurrence and continuance of a Control Termination Event (or with respect to any AB Mortgage Loan or Trust AB Whole Loan,

      
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      after the occurrence and during the continuation of an AB Control Appraisal Period, but prior to the occurrence and continuance of a Control Termination
        Event)), with the consent of the Directing Certificateholder at such time as it deems appropriate to release such Mortgaged Property from the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding
        principal balance of greater than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the related Mortgage, (i) the Special Servicer shall have notified the Rating Agencies, the Trustee, the Certificate
        Administrator, the Master Servicer and ((A) prior to the occurrence of a Consultation Termination Event and (B) other than with respect to any Excluded Loan) the Directing Certificateholder, in writing of its intention to so release such Mortgaged
        Property and the bases for such intention, (ii) the Certificate Administrator shall have posted such notice of the Special Servicer’s intention to so release such Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 3.13(b)
        and (iii) in addition to the prior written consent of the Directing Certificateholder as required above, the Holders of Certificates entitled to a majority of the Voting Rights shall have consented or have been deemed to have consented to such
        release within thirty (30) days of the Certificate Administrator’s posting such notice to the Certificate Administrator’s Website (failure to respond by the end of such 30‐day period being deemed consent of the Holders of the Certificates).  To the
        extent any fee charged by any Rating Agency in connection with rendering such written confirmation is not paid by the related Mortgagor, such fee is to be an expense of the Trust; provided that the Special Servicer shall use commercially
        reasonable efforts to collect such fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.

      (e)          The Special Servicer shall
          provide written reports and a copy of any Environmental Assessments in electronic format to the Directing Certificateholder, the Master Servicer and the 17g‐5 Information Provider monthly regarding any actions taken by the Special Servicer with
          respect to any Mortgaged Property securing a Defaulted Mortgage Loan, or defaulted Companion Loan or defaulted Trust Subordinate Companion Loan as to which the environmental testing contemplated in subsection (c) above has revealed that
          either of the conditions set forth in clauses (i) and (ii) of the first sentence thereof has not been satisfied, in each case until the earlier to occur of satisfaction of both such conditions, repurchase of the related Mortgage
          Loan or Trust Subordinate Companion Loan by the applicable Mortgage Loan Seller or release of the lien of the related Mortgage on such Mortgaged Property.

      (f)          The Special Servicer shall
          notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to the Internal Revenue Service and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required to be
          reported with respect to any Mortgage Loan or related Companion Loan or Trust Subordinate Companion Loan that is abandoned or foreclosed and the Master Servicer shall report to the Internal Revenue Service and the related Mortgagor, in the manner
          required by applicable law, such information and the Master Servicer shall report, via Form 1099A or Form 1099C (or any successor form), all forgiveness of indebtedness and abandonment and foreclosure to the extent such information has been
          provided to the Master Servicer by the Special Servicer.  Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.

      (g)          The Special Servicer shall
          have the right to determine, in accordance with the Servicing Standard, the advisability of the maintenance of an action to obtain a deficiency

      
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      judgment if the state in which the Mortgaged Property is located and the terms of the Mortgage Loan (and if applicable, the related Trust Subordinate
        Companion Loan or Companion Loan) permit such an action.

      (h)          The Special Servicer shall
          maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery Determination in respect of a Defaulted Mortgage Loan (other than with respect to a Non‐Serviced Mortgage Loan) or defaulted Companion Loan or defaulted
          Trust Subordinate Companion Loan or any REO Property (other than any Non‐Serviced Mortgaged Property) and the basis thereof.  Each Final Recovery Determination shall be evidenced by an Officer’s Certificate promptly delivered to the Trustee, the
          Certificate Administrator, the Directing Certificateholder and the Master Servicer and in no event later than the next succeeding P&I Advance Determination Date.

      Section 3.10          Trustee and
            Certificate Administrator to Cooperate; Release of Mortgage Files.  (a) Upon the payment in full of any Mortgage Loan or Trust Subordinate Companion Loan (other than a Non‐Serviced Mortgage Loan), or the receipt by the Master Servicer or
          the Special Servicer, as the case may be, of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer or Special Servicer, as the case may be, will promptly notify the Trustee and the
          Custodian and request delivery of the related Mortgage File.  Any such notice and request shall be in the form of a Request for Release signed by a Servicing Officer and shall include a statement to the effect that all amounts received or to be
          received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer to enable such deposit, have been or will be so deposited.  Within
          seven (7) Business Days (or within such shorter period as release can reasonably be accomplished if the Master Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt of such notice and request, the Custodian shall
          release the related Mortgage File to the Master Servicer or Special Servicer, as the case may be; provided that in the case of the payment in full of a Trust Subordinate Companion Loan or a Serviced Companion Loan or its related Mortgage
          Loan, the related Mortgage File shall not be released by the Custodian unless the related Serviced Whole Loan or Trust AB Whole Loan, as applicable, is paid in full.  No expenses incurred in connection with any instrument of satisfaction or deed
          of reconveyance shall be chargeable to the Collection Account.

      (b)          From time to time as is
          appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non‐Serviced Mortgage Loan) (and any related Trust Subordinate Companion Loan or Companion Loan), the Master Servicer or the Special Servicer shall deliver to the
          Custodian a Request for Release signed by a Servicing Officer.  Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document therein to the Master Servicer or the Special Servicer (or a designee), as the case may
          be.  Upon return of such Mortgage File or such document to the Custodian, or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the Master Servicer or the Special Servicer, as the case may be, stating that
          such Mortgage Loan (and, in the case of a Serviced Whole Loan or the Trust AB Whole Loan, as applicable, the related Companion Loan or Trust Subordinate Companion Loan, as applicable), was liquidated and that all amounts received or to be
          received in connection with such liquidation which are required to be deposited into the Collection Account (including amounts related to the related Companion Loan or Trust Subordinate

      
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      Companion Loan, if applicable) pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan has become an REO Property, a
        copy of the Request for Release shall be released by the Custodian to the Master Servicer or the Special Servicer (or a designee), as the case may be, with the original being released upon termination of the Trust.

      (c)          Within seven (7) Business Days
          (or within such shorter period as delivery can reasonably be accomplished if the Special Servicer notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer any court pleadings, requests
          for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note (including any note evidencing a
          related Companion Loan or Trust Subordinate Companion Loan, as applicable) or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in
          equity.  The Special Servicer shall be responsible for the preparation of all such documents and pleadings.  When submitted to the Trustee for signature, such documents or pleadings shall be accompanied by a certificate of a Servicing Officer
          requesting that such pleadings or documents be executed by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee will not invalidate or otherwise affect the
          lien of the Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee’s sale.  The Trustee shall not be required to review such documents for their sufficiency or enforceability.

      (d)          If, from time to time,
          pursuant to the terms of the applicable Non‐Serviced Intercreditor Agreement and the applicable Non‐Serviced Pooling Agreement, and as appropriate for enforcing the terms of a Non‐Serviced Mortgage Loan, the applicable Non‐Serviced Master
          Servicer requests delivery to it of the original Mortgage Note for a Non‐Serviced Mortgage Loan, then the Custodian shall release or cause the release of such original Mortgage Note to such Non‐Serviced Master Servicer or its designee.

      Section 3.11          Servicing
            Compensation.  (a) As compensation for its activities hereunder, the Master Servicer shall be entitled to receive the Servicing Fee with respect to each Mortgage Loan, Trust Subordinate Companion Loan, Serviced Companion Loan and REO Loan
          (other than the portion of any REO Loan related to any Non‐Serviced Companion Loan) (including Specially Serviced Loans and any Non‐Serviced Mortgage Loan constituting a “specially serviced loan” under any related Non‐Serviced Pooling
          Agreement).  As to each Mortgage Loan, Companion Loan, REO Loan and Trust Subordinate Companion Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of
          such Mortgage Loan, Trust Subordinate Companion Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on such Mortgage Loan, Companion Loan, REO Loan or Trust Subordinate Companion Loan, as the
          case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan or deemed to be due on such
          REO Loan is computed.  The Servicing Fee with respect to any Mortgage Loan, Companion Loan, REO Loan or Trust Subordinate Companion Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if
          such Mortgage Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be

      
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      serviced and administered under this Agreement notwithstanding such Liquidation Event, then the applicable Servicing Fee shall continue to accrue and be
        payable as if such Liquidation Event did not occur.  The Servicing Fee shall be payable monthly, on a loan‐by‐loan basis, from payments of interest on each Mortgage Loan, Companion Loan, Trust Subordinate Companion Loan and REO Revenues allocable
        as interest on each REO Loan, and as otherwise provided by Section 3.05(a).  The Master Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan, Trust Subordinate Companion Loan or REO
        Loan out of that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a).  Except
        as set forth in the next two sentences, the third paragraph of this Section 3.11(a), Section 6.03, Section 6.05 and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part
        (except in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in accordance with the terms hereof).  With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall
        be payable to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the related Intercreditor Agreement.

      The Master Servicer shall be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a),
        additional servicing compensation (other than with respect to a Non‐Serviced Mortgage Loan) in the form of the following amounts to the extent collected from the related Mortgagor:  (i) [__]% of Excess Modification Fees related to any
        modifications, waivers, extensions or amendments of any Non‐Specially Serviced Loans (including any related Serviced Companion Loan or Trust Subordinate Companion Loan, as applicable, to the extent not prohibited by the related Intercreditor
        Agreement); provided that, with respect to such transactions, the consent of, and/or processing by, the Special Servicer is not required to take such action and, in the event that the Special Servicer’s consent and/or processing is
        required, then the Master Servicer shall be entitled to 50% of such fees, (ii) [__]% of all assumption application fees received on Non‐Specially Serviced Loans (including any related Serviced Companion Loan or Trust Subordinate Companion Loan, to
        the extent not prohibited by the related Intercreditor Agreement) (whether or not the consent of the Special Servicer is required) and 100% of all defeasance fees; (iii) [__]% of assumption, waiver, consent and earnout fees, and other processing
        fees pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Non‐Specially Serviced Loans (including any related Serviced Companion Loan or Trust Subordinate Companion Loan, as
        applicable, to the extent not prohibited by the related Intercreditor Agreement), provided the consent of the Special Servicer is not required to take such actions and (iv) [__]% of all assumption, waiver, consent and earnout fees, and
        other processing fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18 on any Non‐Specially Serviced Loan (including any related Serviced Companion Loan or Trust Subordinate
        Companion Loan, as applicable, to the extent not prohibited by the related Intercreditor Agreement) for which the Special Servicer’s processing, consent or approval is required and only to the extent that all amounts then due and payable with
        respect to the related Mortgage Loan have been paid.  In addition, the Master Servicer shall be entitled to retain as additional servicing compensation (other than with respect to a Non‐Serviced Mortgage Loan) any charges for processing Mortgagor
        requests, beneficiary statements or demands, fees in connection with defeasance, if any, and other customary charges, and amounts collected for

      
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      checks returned for insufficient funds, in each case only to the extent actually paid by the related Mortgagor and shall not be required to deposit such
        amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b), respectively.  Subject to Section 3.11(d), the Master Servicer shall also be entitled to additional
        servicing compensation in the form of:  (i) Penalty Charges to the extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund in the Collection Account or the Companion Distribution
        Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date
        related to the current Distribution Date), (iii) interest or other income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be paid to the Mortgagor, (iv) the difference, if
        positive, between Prepayment Interest Excess and Prepayment Interest Shortfalls collected on the Mortgage Loans and any Serviced Pari Passu Companion Loan, during the related Collection Period to the extent not required to be paid as Compensating
        Interest Payments and (v) all Prepayment Interest Excesses collected on each Trust Subordinate Companion Loan during the related Collection Period to the extent not required to be paid as Compensating Interest Payments.  The Master Servicer shall
        be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts due and owing to any of its Sub‐Servicers and the premiums for any
        blanket Insurance Policy insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly out of the Collection Account and the Master Servicer shall not be entitled to reimbursement
        therefor except as expressly provided in this Agreement.

      Notwithstanding anything herein to the contrary, the Master Servicer may, at its option, assign or pledge to any third party or retain for
        itself the Transferable Servicing Interest; provided, however, that in the event of any resignation or termination of such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced by the Trustee to
        the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified successor master servicer that meets the requirements of Section 6.05 and who requires market‐rate servicing compensation that
        accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing Interest shall, by its terms be expressly subject to the terms of this Agreement and
        such reduction.  The Master Servicer shall pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the Master Servicer is entitled to receive payment of its Servicing Fees
        hereunder, notwithstanding any resignation or termination of the Master Servicer hereunder (subject to reduction pursuant to the preceding sentence).

      (b)          As compensation for its
          activities hereunder, the Special Servicer shall be entitled to receive the Special Servicing Fee with respect to each Specially Serviced Loan and REO Loan (other than a Non‐Serviced Mortgage Loan and any REO Loan relating to a Non‐Serviced
          Mortgaged Property).  As to each Specially Serviced Loan and REO Loan, the Special Servicing Fee shall accrue from time to time at the Special Servicing Fee Rate and shall be computed on the basis of the Stated Principal Balance of such Specially
          Serviced Loan or REO Loan, as the case may be, and in the same manner as interest is calculated on the Specially Serviced Loans or REO Loans, as the case may be, and, in connection with any partial month interest payment, for the same period
          respecting which any related interest payment due on such

      
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      Specially Serviced Loan or deemed to be due on such REO Loan is computed.  The Special Servicing Fee with respect to any Specially Serviced Loan or REO Loan
        shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan.  The Special Servicing Fee shall be payable monthly, on a loan‐by‐loan basis, in accordance with the provisions of Section 3.05(a).  The right to receive
        the Special Servicing Fee may not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under this Agreement.  The Special Servicer shall not be entitled to any
        Special Servicing Fees with respect to a Non‐Serviced Mortgage Loan.

      (c)          Additional servicing
          compensation in the form of (i) [___]% of all Excess Modification Fees related to modifications, waivers, extensions or amendments of any Specially Serviced Loans, (ii) [___]% of all assumption application fees and assumption fees and other
          related fees received on any Specially Serviced Loans, (iii) [___]% of waiver, consent and earnout fees, pursuant to Section 3.08 and Section 3.18 or other actions performed in connection with this Agreement on the Specially
          Serviced Loans or certain other similar fees paid by the related Mortgagor and (iv) [___]% of all Excess Modification Fees and assumption and consent fees pursuant to Section 3.08 or Section 3.18 and [___]% of all earnout fees
          received with respect to all Non‐Specially Serviced Loans (including any related Serviced Companion Loan or Trust Subordinate Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) and, in all cases, for which the
          Special Servicer’s processing, consent or approval is required, shall be promptly paid to the Special Servicer by the Master Servicer (or directly from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be
          required to be deposited in the Collection Account pursuant to Section 3.04(a).  Subject to Section 3.11(d), the Special Servicer shall also be entitled to additional servicing compensation in the form of:  (i) Penalty Charges to
          the extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating to the Trust Fund in the REO Account in accordance with Section 3.06(b) (but only to the extent of the Net Investment Earnings,
          if any, with respect to such account for the period from and including the prior Distribution Date to and including the P&I Advance Date related to such Distribution Date).  The Special Servicer shall also be entitled to additional servicing
          compensation in the form of a Workout Fee with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as it remains a Corrected Loan; provided, however, that (A) after receipt by the Special
          Servicer of Workout Fees with respect to such Corrected Loan in an amount equal to $[_____], any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; and (B) in the event the Workout Fee collected over the
          course of such workout calculated at the Workout Fee Rate is less than $[_____], then the Special Servicer shall be entitled to an amount from the final payment on the related Corrected Loan (including any related Serviced Companion Loan) that
          would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Loan (including any related Serviced Companion Loan) to be $[_____].  The Workout Fee shall be reduced (but not below zero) pursuant to the
          preceding sentence with respect to each collection on such Corrected Loan from which fee would otherwise be payable until an amount equal to such Excess Modification Fee Amount has been deducted in full.  The Workout Fee with respect to any
          Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced Loan; provided that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected Loan.  The Special
          Servicer shall not be entitled to any Workout Fee with respect to a Non‐Serviced Mortgage Loan.  If the Special Servicer is terminated (other than for cause) or resigns, it shall retain the right to receive any and

      
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      all Workout Fees payable in respect of Mortgage Loans or any related Companion Loan or Trust Subordinate Companion Loan that became Corrected Loans prior to
        the time of that termination or resignation except the Workout Fees will no longer be payable if the Corrected Loan subsequently becomes a Specially Serviced Loan.  If the Special Servicer resigns or is terminated (other than for cause), it will
        receive any Workout Fees payable on Specially Serviced Loans for which the resigning or terminated Special Servicer had determined to grant a forbearance or cured the event of default through a modification, restructuring or workout negotiated by
        the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three consecutive
        timely Periodic Payments and which subsequently becomes a Corrected Loan as a result of the Mortgagor making such three consecutive timely Periodic Payments.  The successor special servicer will not be entitled to any portion of such Workout Fees. 
        The Special Servicer will not be entitled to receive any Workout Fees after termination for cause.  A Liquidation Fee will be payable with respect to each Specially Serviced Loan (other than a Non‐Serviced Mortgage Loan) or REO Property (other than
        a Non‐Serviced Mortgaged Property) as to which the Special Servicer receives any Liquidation Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of “Liquidation Fee” (such Liquidation Fee to be paid
        out of such Liquidation Proceeds, Insurance and Condemnation Proceeds).  If, however, Liquidation Proceeds or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the Special Servicer is properly entitled to a
        Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan.  Notwithstanding anything herein to
        the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect to proceeds on any Mortgage Loan.  Notwithstanding the foregoing, with respect to any Companion Loan, the
        Liquidation Fee, Workout Fee and Special Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such Intercreditor Agreement is silent or refers to this Agreement or indicates such fees are paid
        in accordance with this Agreement, as provided herein as though such Companion Loan were a Mortgage Loan.  Subject to Section 3.11(d), the Special Servicer will also be entitled to additional fees in the form of Penalty Charges.  The
        Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation, payment of any amounts, other than management fees in respect of REO
        Properties, due and owing to any of its Sub‐Servicers and the premiums for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not expressly payable
        directly out of the Collection Account or the REO Account, and the Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.

      (d)          In determining the
          compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non‐Serviced Mortgage Loan), the Trust
          Subordinate Companion Loan and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master Servicer, the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan,
          Trust Subordinate Companion Loan or related Companion Loan, if applicable (and, in connection with

      
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      a Non‐Serviced Mortgage Loan, the applicable Non‐Serviced Master Servicer, the applicable Non‐Serviced Special Servicer or the applicable Non‐Serviced Trustee
        for interest on the Servicing Advances made by any such party with respect to a Non‐Serviced Whole Loan pursuant to the applicable Non‐Serviced Pooling Agreement, to the extent not prohibited by the applicable Non‐Serviced Intercreditor Agreement)
        due on such Distribution Date, (ii) the Trust for all interest on Advances previously paid to the Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof (and, in connection with a Non‐Serviced Mortgage Loan, the related trust
        for all interest on Servicing Advances reimbursed by such trust to any party under the applicable Non‐Serviced Pooling Agreement, which resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non‐Serviced
        Intercreditor Agreement) with respect to such Mortgage Loan, Trust Subordinate Companion Loan or related Companion Loan, if applicable and (iii) the Trust for all additional expenses of the Trust (other than Special Servicing Fees, Workout Fees and
        Liquidation Fees), including without limitation, inspections by the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage Loan.  Penalty Charges (other than with respect to a Non‐Serviced Mortgage
        Loan, which shall be payable as additional servicing compensation under the related Non‐Serviced Pooling Agreement) remaining thereafter shall be distributed to the Master Servicer, if and to the extent accrued while such Mortgage Loan, Trust
        Subordinate Companion Loan and any related Companion Loan was a Non‐Specially Serviced Loan, and to the Special Servicer, if and to the extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Loan or REO
        Loan.  Any Penalty Charges paid or payable as additional servicing compensation to the Master Servicer and the Special Servicer shall be distributed between the Master Servicer and the Special Servicer, on a pro
          rata basis, based on the Master Servicer’s and Special Servicer’s respective entitlements to such compensation described in the previous sentence.  Notwithstanding the foregoing, Penalty Charges with respect to any Companion Loan will be
        allocated pursuant to the applicable Intercreditor Agreement after payment of all related Advances and interest thereon and additional expenses of the Trust in accordance with this Section 3.11(d).

      (e)          With respect to each
          Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within two Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received, to the
          Certificate Administrator, without charge and on the Master Servicer Remittance Date, an electronic report (which may include HTML, Word or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable
          between the Certificate Administrator and the Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates, if any, with respect to such
          Distribution Date; provided that no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.

      (f)          The Special Servicer and its
          Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee‐sharing arrangement) from
          any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor in respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition,
          workout or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the

      
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      performance of any other special servicing duties under this Agreement, other than as expressly provided in this Section 3.11; provided that
        such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.

      (g)          Pursuant to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions set
          forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master Servicer in writing at least two (2) Business Days prior
          to the Remittance Date) the CREFC® Intellectual Property Royalty License Fee on a monthly basis.  The Master Servicer shall withdraw from the Collection Account and,
          to the extent sufficient funds are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in the Collection Account.

      Section 3.12          Inspections;
            Collection of Financial Statements.  (a) The Master Servicer shall perform (at its own expense), or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan (other than a
          Non‐Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $[2,000,000] or more at least once every [twelve (12)] months and (ii) less than $[2,000,000] at least once every twenty‐four (24) months, in each
          case, commencing in the calendar year 20[__] (and each Mortgaged Property shall be inspected on or prior to [DATE]); provided, however, that if a physical inspection has been performed by the Special Servicer in the previous
          [twelve (12)] months and the Master Servicer has no knowledge of a material change in the Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform or cause to be performed, such physical inspection; provided,
          further, that if any scheduled payment becomes more than [sixty (60)] days delinquent on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon as practicable after
          such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage Loan remains a Specially Serviced Loan.  The cost of such inspection by the Special Servicer pursuant to the second proviso of the
          immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed first from Penalty Charges actually received from the related Mortgagor
          and then from the Collection Account pursuant to Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan or Trust AB Whole Loan, such cost shall be payable, subject to the terms of the related Intercreditor
          Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari
          Passu Companion Loan, in accordance with their respective Stated Principal Balances, or (ii) with respect to an AB Whole Loan or Trust AB Whole Loan, first, from the related AB Subordinate Companion Loan
          or from amounts available to the Trust as holder of the related Trust Subordinate Companion Loan, as applicable and then, from the AB Mortgage Loan or amounts available to the Trust as holder of the
          related Trust AB Mortgage Loan (provided that, with respect to any AB Subordinate Companion Loan or Trust Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement
          pursuant to which any amounts collected with respect to the related Whole Loan or Trust AB Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan or the related Trust AB Mortgage Loan and Trust
          Subordinate Companion Loan), in each case, prior to being payable out of general collections.  The Special Servicer or the Master Servicer, as applicable, shall prepare or cause to be prepared a written report of each

      
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      such inspection detailing the condition of and any damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of
        (i) any vacancy in the Mortgaged Property that the preparer of such report has knowledge of and deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident
        from the inspection, (iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection, and that the preparer of such report deems material, (iv) any
        visible material waste committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection and (v) photographs of each inspected Mortgaged Property.  The Special Servicer and the Master
        Servicer shall deliver a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, respectively, to the other party, to the Directing Certificateholder ((i) prior to the occurrence and continuance of
        a Control Termination Event and (ii) other than with respect to an Excluded Loan) and to the Trustee within five (5) Business Days after completion of such report.  Within five (5) Business Days after request for copies of such reports by the
        Rating Agencies, the Special Servicer or the Master Servicer, as applicable, shall deliver a copy (in electronic format) of each such report prepared by the Special Servicer and the Master Servicer, as applicable, to the 17g‐5 Information Provider
        for posting to the 17g‐5 Information Provider’s Website for review by Privileged Persons.  Prior to the occurrence of a Consultation Termination Event, the Master Servicer shall deliver a copy of each such report to the Directing Certificateholder
        and upon request to each Controlling Class Certificateholder (which request may state that such items may be delivered until further notice).

      (b)          The Special Servicer, in the
          case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non‐Specially Serviced Loan shall make reasonable efforts to collect promptly and review from each related Mortgagor quarterly and annual operating statements,
          financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage
          Loan documents and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan (and
          each Serviced Companion Loan) documents.  The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once if the related Mortgagor is not required to deliver such statements
          pursuant to the terms of the Mortgage Loan documents.  In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all
          such items promptly following their preparation.  The Special Servicer shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer and the Special Servicer, as applicable, shall deliver
          copies of all the foregoing items so collected to the Trustee, the Certificate Administrator, the Directing Certificateholder and the Depositor, in electronic format, in each case within [thirty (30)] days of its receipt thereof, but in no event,
          in the case of annual statements, later than June 30 of each year commencing [DATE].  Upon the request of any Privileged Person (other than the NRSROs) to receive copies of such items, the Master Servicer or the Special Servicer, as applicable,
          shall deliver electronic copies of such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website.  The Master Servicer or Special Servicer, as applicable,

      
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      shall deliver copies of all the foregoing items so collected thereby to the 17g‐5 Information Provider pursuant to Section 3.13(c).

      Within [thirty (30)] days after receipt by the Master Servicer, with respect to all Non-Specially Serviced Loans it is responsible for
        servicing hereunder, or the Special Servicer with respect to Specially Serviced Loans and REO Properties (other than any Non‐Serviced Mortgaged Property), of any annual operating statements or rent rolls beginning with the quarter ending [DATE] and
        the calendar year ending December 31, 20[__] with respect to any Mortgaged Property or REO Property, or if such date would be after [DATE] of any year, then within thirty (30) days after receipt, such Master Servicer or Special Servicer, as
        applicable, shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of operations and the CREFC®
        NOI Adjustment Worksheet and the CREFC® Operating Statement Analysis Report; provided that any such CREFC® Operating Statement Analysis Report and/or CREFC® NOI Adjustment Worksheet shall not be required to be prepared or updated with respect
        to year‐end or the first calendar quarter of each year to the extent provided by the then‐current CREFC® Investor Reporting Package.  Upon the occurrence and
        continuation of a Servicing Transfer Event, the Master Servicer shall provide the Special Servicer with all prior CREFC® Operating Statement Analysis Reports and CREFC® NOI Adjustment Worksheets for the related Mortgage Loan (including underwritten figures), and the Special Servicer’s obligations hereunder shall be subject to its
        having received all such reports.  The Master Servicer and Special Servicer shall forward to the other and (prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder electronically monthly all operating statements
        and rent rolls received from any Mortgagor from the prior month.  All CREFC® Operating Statement Analysis Reports and CREFC® NOI Adjustment Worksheets shall be maintained by the Master Servicer with respect to each Mortgaged Property (other than a Non‐Serviced Mortgaged Property) and REO Property (other than any Non‐Serviced
        Mortgaged Property), and the Master Servicer shall forward copies (in electronic format) thereof and the related operating statements or rent rolls (in each case, promptly following the initial preparation and each material revision thereof) to the
        Certificate Administrator, the Directing Certificateholder, and with respect to any Serviced Companion Loan, the related Companion Holder, the Special Servicer and the 17g‐5 Information Provider, and the 17g‐5 Information Provider shall post all
        such items to the 17g‐5 Information Provider’s Website.  The Master Servicer shall maintain a CREFC® Operating Statement Analysis Report and a CREFC® NOI Adjustment Worksheet with respect to each Mortgaged Property (other than a Non‐Serviced Mortgaged Property) or REO Property (other than a Non‐Serviced Mortgaged
        Property).

      (c)          At or before 12:00 p.m. (New
          York City time) on each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, the
          CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation
          Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with
          respect to the Specially Serviced Loans and any REO Properties (other than a Non‐Serviced Mortgaged Property), providing the information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer as of
          the Business Day preceding such Determination Date, which CREFC® Special Servicer Loan File shall include data, to enable the Master Servicer to produce the
          following supplemental CREFC® reports:  (i) a CREFC® Delinquent Loan Status Report,
          (ii) a CREFC® Historical Loan Modification and

      
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      Corrected Mortgage Loan Report, (iii) a CREFC® REO Status Report, (iv) a
        CREFC® Comparative Financial Status Report and (v) a CREFC® NOI Adjustment Worksheet
        and a CREFC® Operating Statement Analysis Report, in each case with the supporting financial statements, budgets, operating statements and rent rolls submitted by the
        Mortgagor.

      (d)          Not later than 5:00 p.m. (New
          York City time) on the P&I Advance Date beginning [DATE], the Master Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate Administrator the following reports and
          data files:  (A) to the extent the Master Servicer has received the CREFC® Special Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC® Historical Loan Modification and Corrected
          Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC® Loan Setup File
          (with respect to the first Distribution Date), (C) the most recent CREFC® Property File, and CREFC® Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC® Special Servicer Loan File
          pursuant to Section 3.12(c) by the Special Servicer and Master Servicer), (D) a CREFC® Servicer Watch List with information that is current as of such
          Determination Date, (E) CREFC® Financial File, (F) CREFC® Loan Level Reserve/LOC
          Report, (G) the CREFC® Advance Recovery Report, (H) CREFC® Total Loan Report and (I)
          the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to the extent received from the Special Servicer, if any.  Additionally, not later than 5:00 p.m. (New York City time) on the P&I Advance Date
          beginning [DATE], the Master Servicer shall deliver or cause to be delivered in electronic format to the Certificate Administrator any applicable CREFC® Loan
          Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation
          Reports received from the Special Servicer.  Not later than 2:00 p.m. (New York City time) two (2) Business Days prior to the Distribution Date beginning [DATE], the Master Servicer shall deliver or cause to be delivered to the Certificate
          Administrator via electronic format the CREFC® Loan Periodic Update File.  In no event shall any report described in this subsection be required to reflect
          information that has not been collected by or delivered to the Master Servicer, or any payments or collections not received by the Master Servicer, as of the close of business on the Business Day prior to the Business Day on which the report is
          due.

      Not later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date beginning [DATE], the Master Servicer shall deliver to
        the Certificate Administrator the CREFC® Schedule AL File in EDGAR-Compatible Format; provided that the Master Servicer shall have no obligation to prepare or
        deliver any such CREFC® Schedule AL File or Schedule AL Additional File unless the Depositor has delivered the items required by Section 2.01(i) in both
        EDGAR-Compatible Format and Excel Format.  If the CREFC® Schedule AL File is not provided by 5:00 p.m. (New York City time) on the Master Servicer Remittance Date, the
        Certificate Administrator shall request such CREFC® Schedule AL File from the Master Servicer via email at [EMAIL], with a copy to the Depositor at [EMAIL].  In
        preparing the CREFC® Schedule AL File and any Schedule AL Additional File for any given Distribution Date, and without any due diligence, investigation or
        verification, the Master Servicer shall be entitled to conclusively rely, absent manifest error, on the content, completeness, accuracy and compliance with any applicable requirements of Items 1111(h) and 1125 of Regulation AB and Item 601(b) of
        Regulation S-K under the Securities Act as in effect on the Closing Date of the Initial Schedule AL File, Initial Schedule AL Additional File and the Annex [A‐1] to the Prospectus.  The Master Servicer may concurrently with the delivery of the
        related CREFC® Schedule AL

      
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      File, deliver any related Schedule AL Additional File in EDGAR-Compatible Format to the Certificate Administrator.  The CREFC® Schedule AL File and the Schedule AL Additional File shall each be a single file.  Neither the Certificate Administrator nor the Master Servicer shall be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files, unless, solely with respect to the Master Servicer, multiple Sub-Servicers prepare and submit such CREFC® Schedule AL Files or Schedule AL Additional Files to the Master Servicer.  The Certificate Administrator shall not be required to review, redact, reconcile, edit or
        verify the content, completeness or accuracy of the information contained in any CREFC® Schedule AL File or any Schedule AL Additional File.

      In the absence of manifest error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry, any
        information and reports delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively rely upon the Master Servicer’s reports and the Special Servicer’s reports and any information provided by the Trustee,
        without any duty or obligation to recompute, verify or recalculate any of the amounts and other information stated therein.

      (e)          The Special Servicer shall
          deliver to the Master Servicer the reports and information required of the Special Servicer pursuant to Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver to the Certificate Administrator the reports and
          data files set forth in Section 3.12(d).  The Master Servicer may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(b) and Section 3.12(c). 






          The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master Servicer pursuant to Section 3.12(d).  In the case of information or reports to be furnished by the Master
          Servicer to the Certificate Administrator pursuant to Section 3.12(d), to the extent that such information or reports are, in turn, based on information or reports to be provided by the Special Servicer pursuant to Section 3.12(b)
          or Section 3.12(c) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c), the Master Servicer shall have no obligation to provide such
          information or reports to the Certificate Administrator until it has received the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder due to a delay in providing the reports
          required by Section 3.12(d) caused by the Special Servicer’s failure to timely provide any information or report required under Section 3.12(b) or Section 3.12(c) of this Agreement.

      (f)          Notwithstanding the foregoing,
          however, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Master
          Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting
          disclosure of information with respect to the Mortgage Loans or Mortgaged Properties.  The Master Servicer and Special Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent
          with applicable law and the Servicing Standard.  The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of
          any other party hereto).

      
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      (g)          Unless otherwise specifically
          stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement, report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be, may satisfy such
          obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format or (z) except with respect to information to be provided to
          the Certificate Administrator or any Companion Holder and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, making such statement, report or information available on the Master Servicer’s or the
          Special Servicer’s Internet website, unless this Agreement expressly specifies a particular method of delivery.

      Notwithstanding anything to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required
        statements, reports or other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator and the Master Servicer or the Special Servicer, as the case may be.  The Master Servicer or the
        Special Servicer may physically deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies in electronic format shall follow upon the correction of such system problems.

      Section 3.13          Access to Certain
            Information.  (a) Each of the Master Servicer and the Special Servicer shall provide or cause to be provided to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage Loan Seller and to any
          Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors of the Federal Reserve System of the United States of America and the supervisory agents and examiners of such boards and such
          corporations, and any other federal or state banking or insurance regulatory authority that may exercise authority over any such Certificateholder, and to each Holder of a Non-Registered Certificate, access to any documentation or information
          regarding the Mortgage Loans (other than any Non‐Serviced Mortgage Loan) and, in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the related Companion Loan, and the Trust within its control which may be required by
          applicable law.  At the election of the Master Servicer, the Special Servicer or the Certificate Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested by such Person and
          the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment (other than from the Directing Certificateholder and the Trustee and the Certificate Administrator on its own behalf or on behalf of
          the Certificateholders, as applicable) of a sum sufficient to cover the reasonable out‐of‐pocket costs incurred by it in making such copies.  Such access shall (except as described in the preceding sentence) be afforded without charge but only
          upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the Custodian.

      The failure of the Master Servicer or Special Servicer to provide access as provided in this Section 3.13 as a result of a
        confidentiality obligation shall not constitute a breach of this Section 3.13.  In connection with providing information pursuant to this Section 3.13, the Master Servicer and Special Servicer may each (i) affix a reasonable
        disclaimer to any information provided by it for which it is not the original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided by it a

      
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      reasonable statement regarding securities law restrictions on such information and/or condition access to information on (x) the execution of a
        confidentiality agreement substantially in the form of Exhibit X, or (y) execution of a “click‐through” confidentiality agreement if such information is being provided through the Master Servicer’s or Special Servicer’s website;
        (iii) withhold access to confidential information or any intellectual property; and/or (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan if the disclosure of such items is prohibited by applicable
        law or the provisions of any related Mortgage Loan documents or would constitute a waiver of the attorney‐client privilege.  Notwithstanding any provision of this Agreement to the contrary, the failure of the Master Servicer or the Special Servicer
        to disclose any information otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement to the extent that the Master Servicer or the Special Servicer, as the case may be, determines, in its
        reasonable good faith judgment consistent with the applicable Servicing Standard, that such disclosure would violate applicable law or any provision of a Mortgage Loan or Companion Loan document prohibiting disclosure of information with respect to
        the Mortgage Loans or Companion Loans or the Mortgaged Properties, constitute a waiver of the attorney‐client privilege on behalf of the Trust or the Trust or otherwise materially harm the Trust or the Trust.  Without limiting the generality of the
        foregoing, the Master Servicer or Special Servicer may refrain from disclosing information that it reasonably determines would prejudice the interest of the Certificateholders with respect to a workout or exercise of remedies as to any particular
        Mortgage Loan.

      Upon the reasonable request of any Certificateholder (or with respect to any AB Subordinate Companion Loan, the holder of such AB
        Subordinate Companion Loan) that has delivered an Investor Certification, the Master Servicer may provide (or forward electronically) at the expense of such Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, copies of
        any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related Serviced Whole Loan or Trust AB Whole Loan, if requested by the holder of an AB Subordinate Companion Loan or a Holder of
        [LOAN‐SPECIFIC CLASS] Certificates) obtained by the Master Servicer; provided that, in connection with such request, the Master Servicer may require a written confirmation executed by the requesting Person substantially in such form as may
        be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates, a beneficial holder of Book‐Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of
        Book‐Entry Certificates) or holder of such AB Subordinate Companion Loan and a Privileged Person and will keep such information confidential and shall use such information only for the purpose of analyzing asset performance and evaluating any
        continuing rights the Certificateholder or holder of such AB Subordinate Companion Loan, as applicable, may have under the Trust.  For the avoidance of doubt, the Master Servicer shall not make any Asset Status Reports available to any
        Certificateholders on its website.  None of the parties to this Agreement shall provide any Asset Status Report or any Final Asset Status Report to the Certificate Administrator.

      Notwithstanding anything herein to the contrary (other than as permitted in the preceding paragraph with respect to any Certificateholder
        or as specially provided for herein with respect to the Directing Certificateholder), unless required by applicable law or court order, no Certificateholder or beneficial owner shall be given access to, or be provided copies of, the Mortgage Files
        or Diligence Files.

      
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      (b)          The Certificate Administrator
          shall make available to Privileged Persons (provided that the Prospectus, Distribution Date Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available to the general
          public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format:

      
        

        

        
          (i) The following documents, which will initially be made available under a tab or heading
            designated “deal documents”:

        

      

      
        

        

        
          (A) the Prospectus and any other disclosure document relating to the Offered Certificates, in
            the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;

        

      

      
        

        

        
          (B) this Agreement and any amendments and exhibits hereto;

        

      

      
        

        

        
          (C) the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and

        

      

      
        

        

        
          (D) the CREFC®
            Loan Setup File provided by the Master Servicer to the Certificate Administrator;

        

      

      
        

        

        
          (ii) the following documents, which will initially be made available under a tab or heading
            designated “SEC EDGAR filings”;

        

      

      
        

        

        
          (A) any reports on Forms 10‐D, 10‐K, 8‐K and ABS‐EE that have been filed by the Certificate
            Administrator with respect to the Trust through the EDGAR system;

        

      

      
        

        

        
          (iii) The following documents, which will initially be made available under a tab or heading
            designated “periodic reports”:

        

      

      
        

        

        
          (A) all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.02;

        

      

      
        

        

        
          (B) the CREFC®
            Loan Periodic Update File, the CREFC® Bond Level File, the CREFC® Collateral
            Summary File, the CREFC® Property File, each of the “surveillance reports” identified as such in the definition of “CREFC® Investor Reporting Package” (including, without limitation, the CREFC® Operating Statement Analysis Report and the
            CREFC® NOI Adjustment Worksheets), the CREFC® Advance Recovery Report to the
            extent delivered by the Master Servicer pursuant to this Agreement from time to time; and

        

      

      
        

        

        
          (C) all Operating Advisor Annual Reports; and

        

      

      
        

        

        
          (D) the CREFC®
            Appraisal Reduction Amount Template or a detailed worksheet showing the calculation of each Appraisal Reduction Amount,

        

      

      
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      Collateral Deficiency Amount, and Cumulative Appraisal Reduction Amount on a current and cumulative basis;

      
        

        

        
          (iv) The following documents, which will initially be made available under a tab or heading
            designated “additional documents”:

        

      

      
        

        

        
          (A) summaries of Final Asset Status Reports or, prior to an AB Control Appraisal Period,
            summaries of Asset Status Reports approved by the holder of the related Companion Loan or the related Subordinate Loan-Specific Directing Certificateholder, as applicable, and related information delivered to the Certificate Administrator
            pursuant to Section 3.19(d);

        

      

      
        

        

        
          (B) all property inspection reports and environmental reports delivered to the Certificate
            Administrator pursuant to Section 3.12(a); and

        

      

      
        

        

        
          (C) any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19;

        

      

      
        

        

        
          (v) The following documents, which will initially be made available under a tab or heading
            designated “special notices”:

        

      

      
        

        

        
          (A) any notice with respect to a release pursuant to Section 3.09(d);

        

      

      
        

        

        
          (B) any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan
            or Trust Subordinate Companion Loan pursuant to Section 3.18(c);

        

      

      
        

        

        
          (C) any notice of final payment on the Certificates delivered to the Certificate Administrator
            pursuant to Section 4.01(h);

        

      

      
        

        

        
          (D) any notice of the occurrence of any Servicer Termination Event or termination of the
            Master Servicer or the Special Servicer delivered pursuant to Section 7.01;

        

      

      
        

        

        
          (E) any notice of the Certificate Administrator’s determination that an Asset Review Trigger
            has occurred and any other notice required to be delivered to the Certificateholders pursuant to Section 12.01;

        

      

      
        

        

        
          (F) any Asset Review Report Summary received by the Certificate Administrator;

        

      

      
        

        

        
          (G) any notice of the termination of the Sub‐Servicer delivered pursuant to Section 3.20(g);

        

      

      
        

        

        
          (H) any notice of resignation of the Trustee or the Certificate Administrator, and any notice
            of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;

        

      

      
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          (I) any Officer’s Certificate supporting any determination that any Advance was (or, if made,
            would be) a Nonrecoverable Advance;

        

      

      
        

        

        
          (J) any notice of resignation or termination of the Master Servicer or Special Servicer
            pursuant to Section 7.03;

        

      

      
        

        

        
          (K) any notice of termination pursuant to Section 9.01;

        

      

      
        

        

        
          (L) any notice of resignation or termination of the Operating Advisor or the Asset
            Representations Reviewer and any notice of the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer pursuant to Section 3.26 or Section 12.03, respectively (such notice
            will also be provided to investors in the Form 10‐D filed on behalf of the issuing entity for the period in which the resignation, termination or acceptance of appointment, as applicable, has occurred);

        

      

      
        

        

        
          (M) any notice of any request by requisite percentage of Certificateholders for a vote to
            terminate the Special Servicer pursuant to Section 7.01(d), the Operating Advisor pursuant to Section 3.26(j) or the Asset Representations Reviewer pursuant to Section 12.05(b);

        

      

      
        

        

        
          (N) any notice of recommendation of termination of the Special Servicer by the Operating
            Advisor and the related report prepared by the Operating Advisor in connection with such recommendation;

        

      

      
        

        

        
          (O) any notice that a Control Termination Event has occurred or is terminated or that a
            Consultation Termination Event has occurred;

        

      

      
        

        

        
          (P) any notice of the occurrence of an Operating Advisor Termination Event;

        

      

      
        

        

        
          (Q) any notice of the occurrence of an Asset Representations Reviewer Termination Event;

        

      

      
        

        

        
          (R) any Proposed Course of Action Notice;

        

      

      
        

        

        
          (S) any assessments of compliance delivered to the Certificate Administrator; and

        

      

      
        

        

        
          (T) any attestation reports delivered to the Certificate Administrator;

        

      

      
        

        

        
          (U) any notice or documents provided to the Certificate Administrator by the Depositor or the
            Master Servicer with a direction to post such notice or documents to the “Special Notices” tab;

        

      

      
        

        

        
          (V) any “special notices” required by a Certificateholder to be posted on the Certificate
            Administrator’s website pursuant to Section 5.06;

        

      

      
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          (W) the “Investor Q&A Forum” pursuant to Section 4.07(a);

        

      

      
        

        

        
          (X) solely to Certificateholders and Certificate Owners that are Privileged Persons, the
            “Investor Registry” pursuant to Section 4.07(b); and

        

      

      
        

        

        
          (vi) the “Risk Retention Special Notices” tab;

        

      

      provided that, with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the
        existence of an Excluded Loan, the Certificate Administrator will only be required to make available such notice of the occurrence and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation
        Termination Event to the extent the Certificate Administrator has been notified of such Excluded Loan.

      Notwithstanding the description set forth above, for purposes of obtaining information or access to the Certificate Administrator’s
        Website, all Excluded Information shall be made available under one separate tab or heading rather than under the headings described above in the preceding paragraph.

      The Certificate Administrator shall post on the Certificate Administrator’s Website the items and reports identified in clauses (iii)(A)
        and (B) above on each Distribution Date.  In addition, if the Depositor so directs the Certificate Administrator, and on terms acceptable to the Certificate Administrator, the Certificate Administrator shall make certain other information
        and reports related to the Mortgage Loans available through its Internet website.

      Notwithstanding the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded
        Information” on the Certificate Administrator’s Website (and not under any of the tabs or headings described in items (i) through (vii) above) and made available to Privileged Persons other than any Excluded Controlling Class Holder
        that is a Borrower Party (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)).

      Notwithstanding anything herein to the contrary, if the Special Servicer obtains knowledge that it has become a Borrower Party, the Special
        Servicer shall nevertheless be a Privileged Person; provided that the Special Servicer (a) shall not directly or indirectly provide any information related to any Excluded Special Servicer Loan to (i) the related Borrower Party, (ii) any of
        the Special Servicer’s employees or personnel or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or (iii) to its actual knowledge, any non-Affiliate that holds a
        direct or indirect ownership interest in the related Borrower Party, and (b) shall maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (a) in the
        preceding paragraph; provided, however, that nothing in this Agreement shall be construed as an obligation of the Master Servicer or the Certificate Administrator to restrict the Special Servicer’s access to any information on the
        Master Servicer’s internet website or the Certificate Administrator’s Website and in no case shall the Master Servicer or the Certificate Administrator be held liable if the Special Servicer accesses any Excluded Special Servicer Information
        relating

      
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      to the Excluded Special Servicer Loans so long as (a) the Master Servicer shall not restrict access by the Special Servicer to any information related to any
        Mortgage Loan, (b) the Certificate Administrator shall not restrict access by the Special Servicer to any information related to any Mortgage Loan including any Excluded Special Servicer Loan; and (c) any Excluded Controlling Class Holder shall be
        permitted to reasonably request, and obtain in accordance with Section 4.02(f), any Excluded Information relating to any Excluded Controlling Class Loan (provided that (i) such Excluded Controlling Class Holder is not a Borrower
        Party, and (ii) such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website) from the Master Servicer or the Special Servicer, as the case may be.  Notwithstanding any
        provision to the contrary herein, neither the Master Servicer nor the Certificate Administrator shall have any obligation to restrict access by the Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special
        Servicer Loan.

      Any Person (other than the Directing Certificateholder or a Controlling Class Certificateholder) that is a Borrower Party shall only be
        entitled to access the Distribution Date Statements and the following items made available to the general public:  the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the SEC filings on the Certificate Administrator’s
        Website.  In the case of the Directing Certificateholder or a Controlling Class Certificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special Servicer, the Operating Advisor,
        the Certificate Administrator and the Trustee in physical form of an investor certification substantially in the form Exhibit P‐1E and upon delivery to the Certificate Administrator in physical form of an investor certification
        substantially in the form of Exhibit P‐1F, which shall include each of the CTSLink User ID associated with such Excluded Controlling Class Holder, such Excluded Controlling Class Holder shall be entitled to access all information (other
        than the Excluded Information with respect to any Excluded Controlling Class Loans (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related
        Excluded Controlling Class Loans)) available on the Certificate Administrator’s Website.

      In the case of the Directing Certificateholder or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder,
        upon delivery of an investor certification substantially in the form of Exhibit P‐1B hereto, such Directing Certificateholder or Controlling Class Certificateholder shall be entitled to access all information on the Certificate
        Administrator’s Website.  The Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an investor certification in the form of Exhibit P‐1B hereto from the Directing
        Certificateholder or a Controlling Class Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification in the form of Exhibit P‐1D hereto from the Directing Certificateholder
        or a Controlling Class Certificateholder to the effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s).  In the event the Directing Certificateholder or a Controlling Class
        Certificateholder becomes an Excluded Controlling Class Holder, such party (i) shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in writing substantially in
        the form of Exhibit P‐1E that such party has become an Excluded Controlling Class Holder with respect to the Excluded Controlling Class Loan(s) listed

      
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      in such notice, and which notice shall be physically delivered in accordance with Section 13.05 of this Agreement and shall (A) specifically identify
        the Excluded Controlling Class Holder and (B) identify the related Mortgage Loan, specifying whether it is an Excluded Controlling Class Loan or both an Excluded Controlling Class Loan; and (ii) shall also provide the Certificate Administrator a
        notice substantially in the form of Exhibit P‐1F hereto, listing each of the CTSLink User ID associated with such Excluded Controlling Class Holder, which notice shall direct the Certificate Administrator to restrict such Excluded
        Controlling Class Holder’s access to the Certificate Administrator’s Website as and to the extent provided in this Agreement.  Upon confirmation from the Certificate Administrator that such access has been restricted, such Excluded Controlling
        Class Holder shall submit a new investor certification substantially in the form of Exhibit P‐1D to access the information on the Certificate Administrator’s Website, except that such Excluded Controlling Class Holder shall not be entitled
        to access any Excluded Information related to any Excluded Controlling Class Loan(s) (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the
        related Excluded Controlling Class Loan(s)) made available on the Certificate Administrator’s Website.  With respect to any Excluded Information sent for posting on the Certificate Administrator’s Website, each of the Master Servicer, the Special
        Servicer and the Operating Advisor shall mark or label such information as “Excluded Information” prior to delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s Website such
        Excluded Information (and, if possible, on loan-by-loan basis) from information relating to other Mortgage Loans or Whole Loans, as applicable.

      Notwithstanding anything herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
        Administrator and the Trustee shall be entitled to conclusively assume that the Directing Certificateholder and all beneficial owners of the Certificates of the Controlling Class are not Excluded Controlling Class Holders except to the extent that
        the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as applicable, has received a notice substantially in the form of Exhibit P‐1E from the Directing Certificateholder or a
        Controlling Class Certificateholder that it has become an Excluded Controlling Class Holder.  None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall be liable for any communication to the
        Directing Certificateholder or a Controlling Class Certificateholder that is an Excluded Controlling Class Holder or disclosure of any information relating to an Excluded Controlling Class Loan (including any related Excluded Information delivered
        to the Certificate Administrator for posting to the Certificate Administrator’s Website) if the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, did not receive prior written notice that
        the related Mortgage Loan is an Excluded Controlling Class Loan and/or, with respect to any related Excluded Information posted on the Certificate Administrator’s Website, such information was not delivered to the Certificate Administrator in
        accordance with Section 3.33(a).

      Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall be entitled
        to conclusively rely on delivery from the Directing Certificateholder or a Controlling Class Certificateholder of an investor certification substantially in the form of Exhibit P‐1B that it is not or is no longer an Excluded Controlling
        Class Holder.  To the extent the Directing Certificateholder or a Controlling Class

      
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      Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate Administrator’s Website or otherwise receives
        access to such Excluded Information, such Directing Certificateholder or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information to (A) the related
        Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of such Directing Certificateholder or Controlling Class Certificateholder or any of its Affiliate involved in the management of any investment in the
        related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and
        appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above.

      The Certificate Administrator makes no representation or warranty as to the accuracy or completeness of any report, document or other
        information made available on its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information prepared by the Certificate Administrator.  In addition, the Certificate
        Administrator may disclaim responsibility for any information distributed by it for which it is not the original source.  Notwithstanding anything herein to the contrary, the Certificate Administrator shall not be liable for any disclosure of
        information relating to any Excluded Controlling Class Loan to the extent such information was included in the Asset Status Report or the Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate
        Administrator’s Website and not properly identified as relating to any Excluded Controlling Class Loan.

      In connection with providing access to the Certificate Administrator’s Website (other than with respect to access provided to the general
        public in accordance with Section 3.13(b)), the Certificate Administrator may require registration and the acceptance of a disclaimer.  The Certificate Administrator shall not be liable for the dissemination of information in accordance
        herewith.  Questions regarding the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk at [PHONE NUMBER].

      (c)          The 17g‐5 Information Provider
          shall make available solely to the Depositor and the NRSROs the following items to the extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at [EMAIL ADDRESS], specifically with a
          subject reference of “[TRANSACTION REFERENCE]” and an identification of the type of information being provided in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto or any other
          delivery method established or approved by the 17g‐5 Information Provider if or as may be necessary or beneficial:

      
        

        

        
          (i) any notices of waivers under Section 3.08(e);

        

      

      
        

        

        
          (ii) any Asset Status Report delivered by the Special Servicer under Section 3.19(d);

        

      

      
        

        

        
          (iii) any notice of final payment on the Certificates;

        

      

      
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          (iv) any environmental reports delivered by the Special Servicer under Section 3.09(e);

        

      

      
        

        

        
          (v) any Appraisals delivered to the 17g‐5 Information Provider pursuant to Section 3.19;

        

      

      
        

        

        
          (vi) any annual statements as to compliance and related Officer’s Certificates delivered under
            Section 11.09 or 11.10;

        

      

      
        

        

        
          (vii) any annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;

        

      

      
        

        

        
          (viii) any notice to the Rating Agencies relating to the Special Servicer’s determination to
            take action without receiving Rating Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);

        

      

      
        

        

        
          (ix) copies of requests or questions that were submitted by the Rating Agencies relating to a
            request for Rating Agency Confirmation;

        

      

      
        

        

        
          (x) any requests for Rating Agency Confirmation that are delivered to the 17g‐5 Information
            Provider pursuant to Section 3.25(a);

        

      

      
        

        

        
          (xi) any notice of resignation of the Trustee or the Certificate Administrator and any notice
            of the acceptance of appointment by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;

        

      

      
        

        

        
          (xii) any Officer’s Certificate supporting any determination that any Advance was (or, if
            made, would be) a Nonrecoverable Advance;

        

      

      
        

        

        
          (xiii) any notice of a Servicer Termination Event or termination of the Master Servicer or the
            Special Servicer delivered pursuant to Section 7.01;

        

      

      
        

        

        
          (xiv) any notice of the merger or consolidation of the Certificate Administrator or the
            Trustee pursuant to Section 8.09;

        

      

      
        

        

        
          (xv) any notice of any amendment that modifies the procedures herein relating to Rule 17g‐5 of
            the Exchange Act pursuant to Section 13.01(a)(ix);

        

      

      
        

        

        
          (xvi) any Operating Advisor Annual Report pursuant to Section 3.26;

        

      

      
        

        

        
          (xvii) any summary of oral communication with the Rating Agencies or any written question or
            request from the Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to the 17g‐5 Information Provider pursuant to this Section 3.13(c)
            or regarding any request for a Rating Agency Confirmation or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion Loan or Trust Subordinate Companion Loan, the related
            Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any

        

      

      
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      applicable Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with
        whom the communication was held pursuant to Section 3.13(h);

      
        

        

        
          (xviii) any other information delivered to the 17g‐5 Information Provider pursuant to this
            Agreement including, without limitation, Section 3.07(a), Section 3.12, Section 3.17(c), 0, Section 11.09 or Section 11.10; and

        

      

      
        

        

        
          (xix) any other information delivered to the Rating Agencies pursuant to this Agreement
            including, without limitation, Section 13.10.

        

      

      The foregoing information shall be made available by the 17g‐5 Information Provider on the 17g‐5 Information Provider’s Website. 
        Information will be posted on the same Business Day of receipt provided that such information is received by 12:00 p.m., New York City time, or, if received after 12:00 p.m., New York City time, on the next Business Day.  The 17g‐5
        Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it
        purports to be.  In the event that any information is delivered or posted in error, each of the Certificate Administrator and the 17g‐5 Information Provider may remove such information from the 17g‐5 Information Provider’s Website.  The Certificate
        Administrator and the 17g‐5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information merely by posting such information to the Certificate Administrator’s Website or the 17g‐5 Information
        Provider’s Website to the extent such information was not produced by the Certificate Administrator or the 17g‐5 Information Provider, as applicable.  Access will be provided by the 17g‐5 Information Provider to the NRSROs upon receipt of an NRSRO
        Certification in the form of Exhibit P‐2 hereto (which certification may be submitted electronically via the 17g‐5 Information Provider’s Website).  Questions regarding delivery of information to the 17g‐5 Information Provider may be
        directed to [PHONE NUMBER] or [EMAIL ADDRESS] (specifically referencing “[TRANSACTION REFERENCE]” in the subject line).

      Upon request of the Depositor or the Rating Agencies, the 17g‐5 Information Provider shall post on the 17g‐5 Information Provider’s Website
        any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g‐5 Information Provider electronically in accordance with this Section 3.13.  In no event shall the 17g‐5
        Information Provider disclose on the 17g‐5 Information Provider’s Website the Rating Agency that requested such additional information.

      The 17g‐5 Information Provider shall provide a mechanism to notify each Person that has signed‐up for access to the 17g‐5 Information
        Provider’s Website in respect of the transaction governed by this Agreement each time an additional document is posted to the 17g‐5 Information Provider’s Website.

      Any information required to be delivered to the 17g‐5 Information Provider by any party under this Agreement shall be delivered to it via
        electronic mail at [EMAIL ADDRESS], specifically with a subject reference of “[TRANSACTION REFERENCE]” and an identification of the type of information being provided in the body of such electronic mail, or

      
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      via any alternative electronic mail address following notice to the parties hereto or any other delivery method established or approved by the 17g‐5
        Information Provider.

      (d)          Notwithstanding anything
          herein to the contrary, none of the foregoing information which relates solely to Class [LOAN-SPECIFIC] Certificates and does not contain information related to the corresponding Trust AB Whole Loan or other Certificates shall be required to
          delivered to the Rating Agencies or be posted to the 17g-5 Information Provider’s Website.

      (e)          Certain information concerning
          the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC® reports and supplemental notices with respect to such Distribution Date
          Statements and CREFC® reports) shall be provided by the Certificate Administrator to third parties (including [Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc.,
          BlackRock Financial Management, Inc., Interactive Data Corporation, CMBS.com Inc., Markit Group Limited, Moody’s Analytics, MBS Data, LLC and Thomson Reuters Corporation]) with the consent of the Depositor, and providing such information shall
          not constitute a breach of this Agreement by the Certificate Administrator.  Such information will be made available to such third parties upon receipt of a certificate in the form of Exhibit P‐3 hereto, which certification may be
          submitted electronically via the Certificate Administrator’s Website.

      (f)          Each of the Master Servicer
          and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also deliver, produce or otherwise make available through its website or otherwise, any additional information relating to the Mortgage Loans
          (other than any Non‐Serviced Mortgage Loan), any related Serviced Companion Loan, any related Trust Subordinate Companion Loan, the Mortgaged Properties (other than any Non‐Serviced Mortgaged Property), or the related Mortgagors, for review by
          the Depositor, the Underwriters and any other Persons who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies (collectively, the “Disclosure Parties”) (only to the extent such additional
          information is simultaneously delivered to the 17g‐5 Information Provider for posting on the 17g‐5 Information Provider’s Website in accordance with the provisions of Section 3.13(c)), in each case, except to the extent doing so is
          prohibited by this Agreement (including without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged Information), applicable law or by the related Mortgage Loan documents. 
          Each of the Master Servicer and the Special Servicer shall be entitled to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such
          information (A) except for the Depositor and the Rating Agencies, enter into (x) an Investor Certification, (y) a confidentiality agreement substantially in the form of Exhibit X or (z) a “click‐through” confidentiality agreement if such
          information is being provided through the Master Servicer’s or Special Servicer’s website, and (B) acknowledge that the Master Servicer or the Special Servicer may contemporaneously provide such information to any other Disclosure Party.  In
          addition, to the extent access to such information is provided via the Master Servicer’s or the Special Servicer’s website, the Master Servicer and the Special Servicer may require registration and the acceptance of a reasonable and customary
          disclaimer and/or an additional or alternative agreement as to the confidential nature of such information.  In connection with providing access to or copies of the information described in this Section 3.13(f) to current or

      
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      prospective Certificateholders the form of confidentiality agreement used by the Master Servicer or the Special Servicer, as applicable, shall be:  (i) in the
        case of a Certificateholder, an Investor Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information confidential (except that such Certificateholder may provide such
        information (x) to its auditors, legal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided that such other Person confirms in writing such ownership
        interest or prospective ownership interest and agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein or an investment advisor related thereto, an Investor Certification
        indicating that such Person is a prospective purchaser of a Certificate or an interest therein or an investment advisor related thereto and is requesting the information for use in evaluating a possible investment in Certificates and will otherwise
        keep such information confidential with no further dissemination (except that such Certificateholder may provide such information to its auditors, legal counsel and regulators).  In the case of a licensed or registered investment advisor acting on
        behalf of a current or prospective Certificateholder, the Investor Certification shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.

      Neither the Master Servicer nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement
        or by others in violation of the terms of this Agreement.  Neither the Master Servicer nor the Special Servicer shall be responsible or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made
        available pursuant to this Section 3.13 unless such information was produced by the Master Servicer or Special Servicer, as applicable.

      (g)          The Master Servicer, the
          Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but not obligated) to orally communicate with the Rating Agencies regarding any of the Mortgage Loan documents and any other matter related to the Mortgage Loans,
          the related Mortgaged Properties, the related Mortgagors or any other matters relating to this Agreement or related Intercreditor Agreement; provided that such party summarizes the information provided to the Rating Agencies in such
          communication in writing and provides the 17g‐5 Information Provider with such written summary in accordance with the procedures set forth in Section 3.13(c) the same day such communication takes place; provided, further
          that the summary of such oral communications shall not identify which Rating Agency the communication was with.  The 17g‐5 Information Provider shall post such written summary on the 17g‐5 Information Provider’s Website in accordance with the
          procedures set forth in Section 3.13(c).

      (h)          The Special Servicer, [subject
          to the limitations on delivery of Privileged Communications,] shall deliver to the Operating Advisor such reports and other information produced or otherwise available to the Directing Certificateholder [(other than, prior to the occurrence and
          continuance of a Control Termination Event, any Asset Status Reports that are not Final Asset Status Reports)] [EXCLUDE FOR TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST], or
          Certificateholders generally, requested by the Operating Advisor in support of the performance of its obligations under this Agreement in electronic format.

      
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      (i)          None of the foregoing
          restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict oral or written communications, or providing information, between the Master Servicer, the Operating Advisor, the Asset Representations Reviewer
          or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to the Master Servicer, the Operating Advisor, the Asset
          Representations Reviewer or the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, as a
          commercial mortgage master, special or primary servicer, or (iii) such Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s, the Operating Advisor, the Asset Representations Reviewer’s or the Special Servicer’s, as applicable, servicing
          operations in general; provided that the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage
          Loans or Trust Subordinate Companion Loan, as applicable, to any Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Mortgagor, property and other deal specific identifiers are redacted;
          or (y) such information has already been provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider’s Website.

      (j)          The costs and expenses of
          compliance with this Section 3.13 by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and any other party hereto shall not be
          additional expenses of the Trust, but shall be borne by the applicable party hereto.

      Section 3.14          Title to REO
            Property; REO Account.  (a) If title to any Mortgaged Property is acquired (directly or through a single member limited liability company established for that purpose) and thus such Mortgaged Property becomes an REO Property, the deed or
          certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the
          Certificateholders and, if applicable, on behalf of the Holders of the Class [LOAN-SPECIFIC] Certificates, in the case of the Trust Subordinate Companion Loan, or the related Companion Holders, in the case of a Serviced Companion Loan.  REO
          Property with respect to a Non‐Serviced Mortgage Loan is excluded for all purposes of this Section 3.14.  The Special Servicer, on behalf of the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO
          Property prior to the close of the third calendar year following the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury Regulations Section 1.856‐6(b)(1), for purposes of Section 860G(a)(8) of the
          Code, unless the Special Servicer either (i) applies for a qualifying extension of time no later than sixty (60) days prior to the close of the third calendar year in which it acquired ownership (or the period provided in the then applicable
          REMIC Provisions) and such extension is granted or is not denied (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains for the Trustee, the Certificate Administrator, the Master Servicer and the
          Special Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the close of the third
          calendar year following the year in which acquisition occurred will not cause an Adverse REMIC Event to occur.  If the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately

      
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      preceding sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall
        sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be.  Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated
        by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence, shall be an expense of the Trust payable out of the Collection Account pursuant to
        Section 3.05(a).

      (b)          The Special Servicer shall
          segregate and hold all funds collected and received in connection with any REO Property separate and apart from its own funds and general assets.  If an REO Acquisition shall occur, the Special Servicer shall establish and maintain one or more
          REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf of the Holders of the Class [LOAN-SPECIFIC] Certificates, in the case of the Trust Subordinate Companion Loan, or any related
          Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier Regular Interests), for the retention of revenues and other proceeds derived from each REO Property.  The REO Account shall be an
          Eligible Account.  The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within one (1) Business Day after receipt of properly identified funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation
          Proceeds received in respect of an REO Property.  Funds in the REO Account may be invested in Permitted Investments in accordance with Section 3.06.  The Special Servicer shall give notice to the Trustee, the Certificate Administrator, and the
          Master Servicer of the location of the REO Account when first established and of the new location of the REO Account prior to any change thereof.

      (c)          The Special Servicer shall
          withdraw from the REO Account funds necessary for the proper operation, management, insuring, leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating to such REO
          Property.  On or prior to each Determination Date (or with respect to a Serviced Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date), the Special Servicer shall withdraw from the REO Account and remit to the
          Master Servicer, which shall deposit into the Collection Account (or the Companion Distribution Account, as applicable), the aggregate of all amounts received in respect of each REO Property during the most recently ended Collection Period, net
          of (i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts on deposit in the REO Account; provided, however, that the Special Servicer may retain in such REO
          Account, in accordance with the Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements, leasing, management and tenant improvements and other related expenses for the
          related REO Property.  In addition, on or prior to each Determination Date (or with respect to a Serviced Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date), the Special Servicer shall provide the Master
          Servicer with a written accounting of amounts remitted to the Master Servicer for deposit in the Collection Account, as applicable, on such date.  The Master Servicer shall apply all such amounts as instructed by the Special Servicer on the
          Determination Date (or with respect to a Serviced Companion Loan, on each Serviced Whole Loan Remittance Date) for the related Distribution Date.

      
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      (d)          The Special Servicer shall
          keep and maintain separate records, on a property‐by‐property basis, for the purpose of accounting for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).

      (e)          With respect to the Trust
          Subordinate Companion Loan, references to actions being taken for the benefit of the Trust Subordinate Companion Loan in this Section 3.14 shall be deemed to be taken also for the benefit of the Holders of the Class [LOAN-SPECIFIC]
          Certificates, as beneficial owners of the Trust Subordinate Companion Loan.

      Section 3.15          Management of REO
            Property.  (a)  If title to any REO Property is acquired, the Special Servicer shall manage, consent, protect, operate and lease such REO Property (other than any Non‐Serviced Mortgaged Property) for the benefit of the Certificateholders
          (including, in the case of the Trust Subordinate Companion Loan, the Holders of the Class [LOAN‐SPECIFIC] Certificates) and the related Companion Holders, as applicable, and the Trustee (as holder of the Lower-Tier Regular Interests) solely for
          the purpose of its timely disposition and sale in a manner that does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by the Trust or any
          Serviced Companion Noteholder of any “income from non‐permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code or result in an Adverse REMIC Event.  Subject to the foregoing, however, the Special Servicer shall have full power
          and authority to do any and all things in connection therewith as are in the best interests of and for the benefit of the Certificateholders (including, (i) in the case of the Trust Subordinate Companion Loan, the Holders of the Class
          [LOAN‐SPECIFIC] Certificates and, (ii) in the case of each Serviced Whole Loan, the related Companion Holder(s) and the Trustee (as holder of the Lower‐Tier Regular Interests)) all as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loan or Trust Subordinate Companion Loan, as the case may be) (as determined by the Special Servicer in its reasonable judgment in accordance with the Servicing Standard). 
          Notwithstanding anything herein to the contrary, REO Property with respect to a Non‐Serviced Mortgage Loan is excluded for all purposes of this Section 3.15.  Subject to this Section 3.15, the Special Servicer may allow the Trust
          or any commercial mortgage securitization that holds any Serviced Companion Loan to earn “net income from foreclosure property” within the meaning of Section 860G(d) of the Code if it determines that earning such income is in the best interests
          of Certificateholders (including, in the case of the Trust Subordinate Companion Loan, the Holders of the Class [LOAN-SPECIFIC] Certificates) and, if applicable, any related Companion Holder(s) on a net after‐tax basis as compared with net
          leasing such REO Property or operating such REO Property on a different basis.  In connection therewith, the Special Servicer shall deposit or cause to be deposited on a daily basis (and in no event later than one (1) Business Day following
          receipt of such properly identified funds) in the applicable REO Account all revenues received by it with respect to each REO Property and the related REO Loan, and shall withdraw from the REO Account, to the extent of amounts on deposit therein
          with respect to such REO Property, funds necessary for the proper operation, management, leasing and maintenance of such REO Property, including, without limitation:

      
        

        

        
          (i) all insurance premiums due and payable in respect of such REO Property;

        

      

      
        

        

        
          (ii) all real estate taxes and assessments in respect of such REO Property that may result in
            the imposition of a lien thereon;

        

      

      
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          (iii) any ground rents in respect of such REO Property, if applicable; and

        

      

      
        

        

        
          (iv) all costs and expenses necessary to maintain and lease such REO Property.

        

      

      To the extent that amounts on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i)
        through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such
        amount as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special Servicer, the Depositor, the Certificate Administrator and (in respect of any Mortgage Loan other than an Excluded Loan,
        and prior to the occurrence of a Consultation Termination Event) the Directing Certificateholder) such advances would, if made, constitute Nonrecoverable Servicing Advances.

      (b)          Without limiting the
          generality of the foregoing, the Special Servicer shall not:

      
        

        

        
          (i) permit the Trust to enter into, renew or extend any New Lease with respect to any REO
            Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property;

        

      

      
        

        

        
          (ii) permit any amount to be received or accrued under any New Lease other than amounts that
            will constitute Rents from Real Property;

        

      

      
        

        

        
          (iii) authorize or permit any construction on any REO Property, other than the completion of a
            building or other improvement thereon, and then only if more than 10% of the construction of such building or other improvement was completed before default on the related Mortgage Loan or Trust Subordinate Companion Loan, if applicable, became
            imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or

        

      

      
        

        

        
          (iv) Directly Operate, or allow any other Person, other than an Independent Contractor, to
            Directly Operate, any REO Property on any date more than ninety (90) days after its acquisition date;

        

      

      unless, in any such case, the Special Servicer has obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as a Servicing
        Advance) to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held for the benefit of the Trust, in which case the
        Special Servicer may take such actions as are specified in such Opinion of Counsel.

      (c)          The Special Servicer shall
          contract with any Independent Contractor for the operation and management of any REO Property within ninety (90) days of the acquisition date thereof, provided that:

      
        

        

        
          (i) the terms and conditions of any such contract may not be inconsistent herewith and shall
            reflect an agreement reached at arm’s length;

        

      

      
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          (ii) the fees of such Independent Contractor (which shall be an expense of the Trust) shall be
            reasonable and customary in light of the nature and locality of the Mortgaged Property;

        

      

      
        

        

        
          (iii) any such contract shall require, or shall be administered to require, that the
            Independent Contractor (A) pay all costs and expenses incurred in connection with the operation and management of such REO Property, including, without limitation, those listed in subsection (a) hereof, and (B) remit all related
            revenues collected (net of its fees and such costs and expenses) to the Special Servicer upon receipt;

        

      

      
        

        

        
          (iv) none of the provisions of this Section 3.15(c) relating to any such contract or
            to actions taken through any such Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with respect to the operation and management of any such REO Property; and

        

      

      
        

        

        
          (v) the Special Servicer shall be obligated to manage and supervise such Independent
            Contractor in accordance with the Servicing Standard.

        

      

      The Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to
        its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification.

      (d)          When and as necessary, the
          Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income tax purposes,
          resulting from the operation and management of a trade or business on, the furnishing or rendering of a non‐customary service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO
          Property in accordance with Sections 3.15(a) and 3.15(b).

      Section 3.16          Sale of Defaulted
            Mortgage Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted Mortgage Loan or defaulted Trust Subordinate Companion Loan has become a Specially Serviced Loan, the Special Servicer shall order (but shall not be
          required to have received) an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine the fair value of such Defaulted Mortgage Loan or defaulted Trust Subordinate Companion Loan in accordance with the Servicing
          Standard; provided, however, that if the Special Servicer is then in the process of obtaining an Appraisal with respect to the related Mortgaged Property, the Special Servicer shall make its fair value determination as soon as
          reasonably practicable (but in any event within thirty (30) days) after its receipt of such an Appraisal.  The Special Servicer may, from time to time, adjust its fair value determination based upon changed circumstances, new information and
          other relevant factors, in each instance in accordance with a review of such circumstances and new information in accordance with the Servicing Standard; provided that the Special Servicer shall promptly notify the Master Servicer in
          writing of the initial fair value determination and any adjustment to its fair value determination.

      
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          (ii) If any Mortgage Loan, Serviced Companion Loan or Trust Subordinate Companion Loan subject
            to an Intercreditor Agreement is a Specially Serviced Loan or to the extent otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect to a Specially Serviced Loan) or the Master
            Servicer (with respect to a Non‐Specially Serviced Loan) shall promptly notify in writing the other, any related Companion Holder, the related Subordinate Loan-Specific Directing Certificateholder (in the case of the Trust Subordinate Companion
            Loan) and any related mezzanine lender, as applicable, of any events requiring notice under the Intercreditor Agreement in accordance with the terms thereof.  Thereafter, any related Companion Holder, the related Subordinate Loan-Specific
            Directing Certificateholder (in the case of the Trust Subordinate Companion Loan) and related mezzanine lender, as applicable, shall, notwithstanding anything in this Section 3.16 to the contrary, have the option to purchase the related
            Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related Intercreditor Agreement.

        

      

      
        

        

        
          (iii) If any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially
            Serviced Loan, or if the related Subordinate Loan-Specific Directing Certificateholder (in the case of the Trust AB Mortgage Loan), related Companion Holder or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an
            Intercreditor Agreement has not previously exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable efforts to solicit offers for each Defaulted Loan on behalf of the
            Certificateholders and the holder of any related Serviced Companion Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis, if and when the Special Servicer determines,
            consistent with the Servicing Standard, that no satisfactory arrangements (including by way of a discounted pay‐off) can be made for collection of delinquent payments thereon and such a sale would be in the best economic interests of the Trust
            and, if applicable, the related Companion Holder.  In the case of the Non‐Serviced Mortgage Loan, under certain limited circumstances permitted under the related Intercreditor Agreement, to the extent that such Non‐Serviced Mortgage Loan is not
            sold together with the related Non‐Serviced Companion Loan by the applicable Non‐Serviced Special Servicer for the related Non‐Serviced Whole Loan, the Special Servicer shall be entitled to sell (with the consent of the Directing
            Certificateholder if no Control Termination Event has occurred and is continuing and such Non‐Serviced Mortgage Loan is not an Excluded Loan) such Non‐Serviced Mortgage Loan if it determines in accordance with the Servicing Standard that such
            action would be in the best interests of the Certificateholders and the Special Servicer shall be entitled to a Liquidation Fee to the same extent that the Special Servicer would be entitled to such Liquidation Fee had such Non‐Serviced
            Mortgage Loan been a Serviced Mortgage Loan. The Special Servicer is required to give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor and the Directing Certificateholder not less than ten (10) Business
            Days’ (or, if the Directing Certificateholder and the Special Servicer are affiliates, five (5) Business Days’) prior written notice of its intention to sell any Defaulted Loan.  In the absence of a cash offer at least equal to the Purchase
            Price, the Special Servicer may purchase the Defaulted Loan for the Purchase Price (provided that it gives at least ten (10) Business Days’ (or, if the Directing Certificateholder and the Special Servicer are affiliates,
            five (5) Business

        

      

      
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      Days’) prior written notice of its intention to purchase such Defaulted Loan to the Directing Certificateholder and there is no higher
        offer within such time) or may accept the first cash offer received from any Person that constitutes a fair price for the Defaulted Loan.

      
        

        

        
          (iv) (A) In the case of a Defaulted Loan, in the absence of any offer at least equal to the
            Purchase Price pursuant to clause (iii) above (or purchase by the Special Servicer for such price), the Special Servicer shall solicit offers and, subject to subclause (B) below, may accept the highest offer received from any
            Person that is determined by the Special Servicer to constitute a fair price for such Defaulted Loan, if the offeror is a Person other than an Interested Person.  In determining whether any cash offer from a Person other than an Interested
            Person constitutes a fair price for any Defaulted Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal or narrative appraisal that it may have obtained pursuant to this Agreement
            within the prior 9 months), among other factors, the period and amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy.  If the offeror is an Interested Person (but, the Trustee
            may not be an offeror), the Trustee shall determine whether the cash offer constitutes a fair price; provided that no offer from an Interested Person shall constitute a fair price unless (x) it is the highest offer received and (y) if
            the offer is less than the applicable Purchase Price, at least two other offers are received from independent third parties.  In determining whether any offer received from an Interested Person represents a fair price for any such Defaulted
            Loan, the Trustee shall rely on the most recent Appraisal (or update of such Appraisal) of the related Mortgaged Property conducted in accordance with this Agreement within the preceding nine-month period or, in the absence of any such
            Appraisal, on a new Appraisal.  Except as provided in the following paragraph, the cost of any Appraisal will be covered by, and will be reimbursable as, a Servicing Advance by the Master Servicer.

        

      

      Notwithstanding anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine
        whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Interested Person) designate an independent third party expert in real estate or commercial mortgage loan matters with
        at least five (5) years’ experience in valuing loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such Mortgage
        Loan or Serviced Whole Loan.  If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination.  The reasonable fees of, and the costs of all
        appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee will not engage a third party expert whose fees
        exceed a commercially reasonable amount as determined by the Trustee.  The Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person.  If such expense is not paid by the applicable
        Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall

      
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      continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person.  Neither the
        Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.

      
        

        

        
          (B) The Special Servicer will not be obligated to accept the highest offer if the Special
            Servicer determines (with respect to a Mortgage Loan that is not an Excluded Loan, in consultation with the Directing Certificateholder (unless a Consultation Termination Event shall have occurred and be continuing) and, in the case of a
            Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder), in accordance with the Servicing Standard (and subject to the requirements of any related Intercreditor Agreement), that the rejection of
            such offer would be in the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such
            Certificateholders and, if applicable, the related Companion Holder constituted a single lender (taking into account the subordinate or pari passu nature of such Companion Loan, as the case may be)). 
            In addition, the Special Servicer may accept a lower offer from any Person other than the Special Servicer or its Affiliate if it determines, in accordance with the Servicing Standard, that the acceptance of such offer would be in the best
            interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders and, if
            applicable, the related Companion Holder constituted a single lender (taking into account the subordinate or pari passu nature of such Companion Loan, as the case may be)) (for example, if the
            prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the Special Servicer or a
            Person that is an Affiliate of the Special Servicer.  The Special Servicer shall use reasonable efforts to sell all Defaulted Loans prior to the Rated Final Distribution Date.  For the avoidance of doubt, the Trustee shall have no obligation to
            make any fair value determination, to the extent required to do so pursuant to this Section 3.16, on the basis of anything other than the related Appraisal.

        

      

      
        

        

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

        

      

      (b)          (i) (A) The Special Servicer
          may purchase any REO Property at the Purchase Price therefor (in the case of a Serviced Whole Loan or Trust AB Whole Loan, such purchase shall be a purchase of the entire REO Property, including the portion relating to the related Companion Loan
          or Trust Subordinate Companion Loan, as applicable).  The Special Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan or Trust AB Whole Loan, such sale shall be a sale of the entire REO Property,
          including

      
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      the portion relating to the related Companion Loan or Trust Subordinate Companion Loan, as applicable), if and when the Special Servicer determines,
        consistent with the Servicing Standard, that such a sale would be in the best economic interest of the Trust and the related Companion Holders or the Holders of the Class [LOAN-SPECIFIC] Certificates (in the case of the Trust AB Whole Loan), as
        applicable.  The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the Certificate Administrator and the Subordinate Loan-Specific Directing Certificateholder (in the case of the Trust AB Whole Loan) and, in
        respect of any Mortgage Loan other than an Executed Loan and prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, not less than ten (10) days’ prior written notice of the Purchase Price and its intention to
        (i) purchase any REO Property at the Purchase Price therefor or (ii) sell any REO Property, in which case the Special Servicer shall accept the highest offer received from any Person for any REO Property in an amount at least equal to the Purchase
        Price therefor.  To the extent permitted by applicable law, and subject to the Servicing Standard, the Master Servicer, an Affiliate of the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer, or an employee of either of
        them may act as broker in connection with the sale of any REO Property and may retain from the proceeds of such sale a brokerage commission that does not exceed the commission that would have been earned by an independent broker pursuant to a
        brokerage agreement entered into at arm’s length.

      
        

        

        
          (B) In the absence of any such offer as set forth in subclause (A) above, the Special
            Servicer shall, subject to subclause (C) below, accept the highest offer for such REO Property received from any Person that is determined to be a fair price (1) by the Special Servicer, if the highest offeror is a Person other than an
            Interested Person, or (2) by the Trustee, if the highest offeror is an Interested Person [unless such offer by an Interested Person (i) is equal to or greater than the applicable Purchase Price and (ii) is the highest offer received; provided,
            however, that absent an offer at least equal to the Purchase Price, no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer received and (B) at least two other offers are received from
            independent third parties].  Notwithstanding anything herein to the contrary, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any REO Property pursuant hereto.

        

      

      
        

        

        
          (C) The Special Servicer shall not be obligated by either of the foregoing paragraphs or
            otherwise to accept the highest offer if the Special Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the Certificateholders and, with respect to any Serviced Whole
            Loan, the related Companion Holder or, with respect to the Trust AB Whole Loan, the Holders of the Class [LOAN-SPECIFIC] Certificates, as applicable, and in either case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans or Trust Subordinate Companion Loan, as applicable).  In addition, the Special Servicer may accept a lower offer if it determines, in accordance with the
            Servicing Standard, that acceptance of such offer would be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder or, with respect to the Trust AB Whole Loan, the Holders of
            the Class [LOAN-SPECIFIC] Certificates, as applicable, and in either case, as a

        

      

      
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      collective whole (taking into account the subordinate or pari passu nature of any Serviced
        Companion Loans or Trust Subordinate Companion Loan, as applicable) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are
        more favorable); provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer.

      
        

        

        
          (D) In determining whether any offer received from an Interested Person represents a fair
            price for any REO Property, the Trustee shall obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters retained by the Trustee in connection with making such determination. 
            The reasonable cost of such Independent appraiser or other Independent expert shall be an expense of the offering Interested Person purchaser.  The reasonable fees and costs of all appraisals, inspection reports and broker opinions of value
            incurred by any such third party shall be covered by, and shall be reimbursable, from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested
            Person.  If such expense is not paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer
            shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person.  In determining whether any offer constitutes a fair price for any REO Property, the Special Servicer or the
            Trustee (or, if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters shall be instructed to take into account, as applicable, among other factors, the physical condition of such REO
            Property, the state of the local economy and the Trust’s obligation to comply with REMIC Provisions.

        

      

      
        

        

        
          (ii) Subject to the Servicing Standard, the Special Servicer shall act on behalf of the Trust
            and the related Companion Holders or the Holders of the Class [LOAN-SPECIFIC] Certificates (with respect to the Trust AB Whole Loan), as applicable, in negotiating and taking any other action necessary or appropriate in connection with the sale
            of any REO Property, including the collection of all amounts payable in connection therewith.  A sale of any REO Property shall be without recourse to, or representation or warranty by, the Trustee, the Depositor, the Master Servicer, the
            Special Servicer, the Certificate Administrator, the Operating Advisor or the Trust (except that any contract of sale and assignment and conveyance documents may contain customary warranties of title, so long as the only recourse for breach
            thereof is to the Trust) and, if consummated in accordance with the terms of this Agreement, none of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor nor the Trustee shall have any
            liability to the Trust or any Certificateholder or related Companion Holder (if applicable) with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.

        

      

      (c)          Any sale of a Defaulted
          Mortgage Loan or defaulted Trust Subordinate Companion Loan or any REO Property shall be for cash only (unless changes in the REMIC

      
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      Provisions or authoritative interpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).

      (d)          With respect to each Serviced
          Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this Agreement, if the related Serviced Pari Passu Whole Loan becomes a defaulted loan, and if the Special Servicer determines to sell the related Mortgage
          Loan that has become a Defaulted Mortgage Loan in accordance with this Section 3.16, then the Special Servicer will be required to sell the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and
          will be required to require that all offers be submitted to the Certificate Administrator in writing constitutes a fair price for the Serviced Whole Loan, such determination shall be made by the Trustee if the offeror is an Interested Person. 
          [Notwithstanding the foregoing, the Special Servicer will not be permitted to sell the related Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole Loan without the written consent of the
          holder of the related Serviced Pari Passu Companion Loan (provided that such consent is not required if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an affiliate of the Mortgagor) unless the Special Servicer has
          delivered to the holder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business Days prior written notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to the permitted
          sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least ten (10) days prior to the proposed sale date, a copy of
          the most recent appraisal for such Serviced Pari Passu Whole Loan, and any documents in the servicing file reasonably requested by the holder of the related Serviced Pari Passu Companion Loan that are material to the sale price of the Serviced
          Pari Passu Whole Loan; and (d) until the sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors and the Directing Certificateholder) prior to the proposed sale date, all information and other
          documents being provided to other offerors and all leases or other documents that are approved by the Master Servicer or the Special Servicer in connection with the proposed sale.  The holder of the related Serviced Pari Passu Companion Loan (or
          its representative) will be permitted to submit an offer at any sale of such Whole Loan; however, the related Mortgagor and its agents and Affiliates shall not be permitted to submit an offer at such sale.  Notwithstanding the foregoing,
          with respect to each Serviced Whole Loan, the holder of the related Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph with respect to the related Whole Loan.]  If the Trustee is required to determine
          whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the offering Interested Person purchaser) designate an independent third party expert in real estate or commercial
          mortgage loan matters with at least five (5) years’ experience in valuing or investing in loans similar to the subject Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair
          price for such Mortgage Loan.  The Trustee shall act in a commercially reasonable manner in making such determination.  If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively
          upon such third party’s determination.  The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable, from the offering
          Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person.  If such expense is not paid by the applicable Interested Person within

      
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      thirty (30) days of demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special
        Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested Person.

      (e)          (i) Notwithstanding anything
          in this Section 3.16 to the contrary, (A) pursuant to the terms of the related Intercreditor Agreement, the holder of the related AB Subordinate Companion Loan for each applicable Serviced Whole Loan and (B) pursuant to Section 3.30
          herein, the Subordinate Loan-Specific Directing Certificateholder (with respect to the Trust AB Whole Loan) will have the right to purchase the related Mortgage Loan or related REO Property, as applicable.  Such right of the holder of the AB
          Subordinate Companion Loan or the Subordinate Loan-Specific Directing Certificateholder shall be given priority over any provision described in this Section 3.16 as and to the extent set forth in the related Intercreditor Agreement.  If
          the related Mortgage Loan or related REO Property is purchased by the holder of such AB Subordinate Companion Loan, purchased by the Subordinate Loan-Specific Directing Certificateholder, repurchased by the applicable Mortgage Loan Seller or
          otherwise ceases to be subject to this Agreement, the related AB Subordinate Companion Loan will no longer be subject to this Agreement.

      
        

        

        
          (ii) Notwithstanding anything in this Section 3.16 to the contrary, any mezzanine
            lender will have the right to purchase the related Mortgage Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in the related Intercreditor Agreement.

        

      

      (f)          Unless otherwise provided in
          an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16 will be on a servicing released basis.

      (g)          In the event the Master
          Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust pursuant to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.

      (h)          In the event the Trust
          Subordinate Companion Loan becomes a Defaulted Mortgage Loan, the related Subordinate Loan-Specific Directing Certificateholder shall be permitted upon irrevocable notice to the Master Servicer, Special Servicer, Trustee, Certificate Registrar,
          Depositor, Directing Certificateholder and Operating Advisor, to purchase such Trust Subordinate Companion Loan from the Trust in exchange for the Class [LOAN-SPECIFIC] Certificates together with the payment of all fees, costs and expenses and
          other amounts arising hereunder, including without limitation any amounts due to the Master Servicer, the Special Servicer, the Operating Advisor and the Trustee.  After such election, the Certificate Registrar shall extinguish the Class
          [LOAN-SPECIFIC] Certificates on any Distribution Date within 45 days of receipt of such notice upon the tender of the Class [LOAN-SPECIFIC] Certificates by such Holder and shall deliver the Mortgage Note related to the Trust Subordinate Companion
          Loan together with all assignments and allonges necessary to transfer ownership of such Mortgage Note to such Holder.  For federal income tax purposes, the Class [LOAN-SPECIFIC] Certificateholder shall be deemed to have purchased the Trust
          Subordinate Companion Loan for an amount equal to the outstanding Certificate Balance of the Class [LOAN-SPECIFIC] Certificates and all accrued unpaid interest thereon, and such amount shall be deemed to be

      
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      distributed to such Holder in accordance with Section 4.01(b).  Notwithstanding anything herein to the contrary, such rights described in this Section 3.16(h)
        shall expire if the Trust Subordinate Companion Loan is no longer part of the Trust Fund, is otherwise sold pursuant to the terms of this Agreement, or becomes an REO Loan.

      Section 3.17          Additional
            Obligations of Master Servicer and Special Servicer.  (a) The Master Servicer shall deliver all Compensating Interest Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan or
          the Trust Subordinate Companion Loan) to the Certificate Administrator for deposit in the Lower‐Tier REMIC Distribution Account on each P&I Advance Date, without any right of reimbursement therefor.  The Master Servicer shall deliver the
          portion of any Compensating Interest Payment allocated to a Serviced Pari Passu Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution Account on each P&I Advance Date, without any right of reimbursement
          therefor.  The Master Servicer shall deliver the portion of any Compensating Interest Payment allocated to the Trust Subordinate Companion Loan to the Certificate Administrator for deposit in the [LOAN-SPECIFIC] REMIC Distribution Account on each
          P&I Advance Date, without any right of reimbursement therefor.

      (b)          The Master Servicer or the
          Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices required to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement and the Master Servicer or the Special Servicer, as
          applicable, shall provide to the related Subordinate Loan-Specific Directing Certificateholder any reports or notices required to be delivered to the holder of the Trust Subordinate Companion Loan pursuant to the related Intercreditor Agreement.

      (c)          Upon the determination that a
          previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would exceed the full amount of the principal portion of general collections on the Mortgage Loans or the Trust Subordinate Companion Loan, as
          applicable, deposited in the Collection Account and available for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option and in its sole discretion, as applicable, instead of obtaining reimbursement
          for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.05(a)(v) immediately, as an accommodation may elect to refrain from obtaining such reimbursement for such portion of the Nonrecoverable Advance during the one
          month collection period ending on the then‐current Determination Date, for successive one‐month periods for a total period not to exceed twelve (12) months (provided that, any such deferral exceeding six (6) months shall require, prior to
          the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder), and any election to so defer or not to defer shall be deemed to be in accordance with the Servicing Standard.  If the Master
          Servicer or the Trustee makes such an election at its sole option and in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable Advance
          (together with interest thereon) or portion thereof shall continue to be fully reimbursable in the subsequent collection period (subject, again, to the same sole option to defer; it is acknowledged that, in such a subsequent period, such
          Nonrecoverable Advance shall again be payable first from principal collections as described above prior to payment from other collections).  In connection with a potential election by the Master Servicer
          or the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof

      
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      during the one month collection period ending on the related Determination Date for any Distribution Date, the Master Servicer or the Trustee shall further be
        authorized to wait for principal collections on the Mortgage Loans or the Trust Subordinate Companion Loan, as applicable, to be received until the end of such collection period before making its determination of whether to refrain from the
        reimbursement of a particular Nonrecoverable Advance or portion thereof; provided, however, that if, at any time the Master Servicer or the Trustee, as applicable, elects, in its sole discretion, not to refrain from obtaining such
        reimbursement or otherwise determines that the reimbursement of a Nonrecoverable Advance during a one‐month collection period will exceed the full amount of the principal portion of general collections deposited in the Collection Account for such
        Distribution Date, then the Master Servicer or the Trustee, as applicable, shall use its reasonable efforts to give the 17g‐5 Information Provider fifteen (15) days’ notice of such determination for posting on the 17g‐5 Information Provider’s
        Website pursuant to Section 3.13(c), unless extraordinary circumstances make such notice impractical, and thereafter will be required to deliver such notice to the 17g‐5 Information Provider as soon as practical thereafter.  Notwithstanding
        the foregoing, failure to give notice as required by the preceding sentence shall in no way affect the Master Servicer’s or the Trustee’s election whether to refrain from obtaining such reimbursement as described in this Section 3.17(c). 
        Nothing herein shall give the Master Servicer or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent of any principal collections then available in the Collection Account pursuant to Section 3.05(a)(v).

      The foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such
        Person to comply with the conditions to making such an election under this section or to comply with the terms of this section and the other provisions of this Agreement that apply once such an election, if any, has been made; provided, however,
        that the fact that a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders to the detriment of other classes shall not, with respect to the Master Servicer or the Special Servicer,
        as applicable, constitute a violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation of any fiduciary duty to Certificateholders or any contractual obligation hereunder.  If
        the Master Servicer or the Trustee, as applicable, determines, in its sole discretion, that its ability to fully recover the Nonrecoverable Advances has been compromised, then the Master Servicer or the Trustee, as applicable, shall be entitled to
        immediate reimbursement of Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date (deemed first from principal and then interest).  Any such election by any such party to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more collection
        periods shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance.  The Master Servicer’s or the Trustee’s, as applicable,
        agreement to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders and shall not be construed as an obligation on the part of the Master Servicer or the Trustee, as applicable, or a
        right of the Certificateholders.  Nothing herein shall be deemed to create in the Certificateholders a right to prior payment of distributions over the Master Servicer’s or the Trustee’s, as applicable, right to reimbursement for Advances (deferred
        or otherwise) and accrued interest thereon.  In all events, the decision to defer reimbursement or to seek immediate reimbursement

      
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      of Nonrecoverable Advances shall be deemed to be in accordance with the Servicing Standard and none of the Master Servicer, the Trustee or the other parties
        to this Agreement shall have any liability to one another or to any of the Certificateholders (including the Holders of the Class [LOAN-SPECIFIC] Certificates) or any of the Companion Holders for any such election that such party makes as
        contemplated by this section or for any losses, damages or other adverse economic or other effects that may arise from such an election.

      With respect to any modification or amendment of any Intercreditor Agreement related to a Serviced Whole Loan or Trust AB Whole Loan (in
        each case, to the extent received), the Master Servicer or the Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification or amendment, which the 17g-5 Information Provider shall promptly post
        on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).

      (d)          With respect to any Mortgage
          Loan (or Serviced Whole Loan) or Trust Subordinate Companion Loan, if the related loan documents permit the lender to (but do not require the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced
          Whole Loan) or Trust Subordinate Companion Loan, apply amounts held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or Special Servicer, as applicable, may not apply such amounts as a
          prepayment, and will instead continue to hold such amounts in the applicable reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard.  Such amount may be used, if permitted under the loan
          documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced Whole Loan) or Trust Subordinate Companion Loan, or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent
          default.

      (e)          Within three (3) Business Days
          after the execution of any amendment or modification of any Intercreditor Agreement, the Master Servicer or the Special Servicer, as applicable, shall provide to the Certificate Administrator a copy of such modification or amendment of any such
          Intercreditor Agreement, and such amendment or modification shall be a Reportable Event as set forth in Section 11.07.

      Section 3.18          Modifications,
            Waivers, Amendments and Consents.  (a) Except as set forth in Section 3.08(a), Section 3.08(b), this Section 3.18(a), Section 3.18(e), (f) and Section 6.08, but subject to any other conditions set
          forth thereunder (including, without limitation, the Special Servicer’s processing and/or consent rights pursuant to this subsection (a) with respect to any modification, waiver or amendment that constitutes a Major Decision) and, with respect to
          any Mortgage Loan (other than any Non‐Serviced Mortgage Loan), Trust AB Whole Loan or any Serviced Whole Loan, (and with respect to any Serviced Whole Loan, subject to the rights of the related Companion Holder (or the related Subordinate
          Loan-Specific Directing Certificateholder), as applicable, to advise or consult with the Master Servicer or Special Servicer, as applicable, with respect to, or to consent to, a modification, waiver or amendment, in each case, pursuant to the
          terms of the related Intercreditor Agreement), the Master Servicer shall not modify, waive or amend the terms of a Mortgage Loan, Trust Subordinate Companion Loan and/or Companion Loan without the prior written consent of the Special Servicer (it
          being understood that the Master Servicer will promptly provide the Special

      
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      Servicer with notice of any request for such modification, waiver or amendment, the Master Servicer’s written recommendation and analysis, and all information
        reasonably available to the Master Servicer that may be reasonably requested by the Special Servicer in order to grant or withhold such consent); provided that in the event that the Special Servicer does not respond within ten (10) Business
        Days after receipt of such analysis and all such information reasonably requested by the Special Servicer in order to grant or withhold such consent, plus the time period provided to the Directing Certificateholder or other relevant party under
        this Agreement and, if applicable, any time period provided to a Companion Holder under a related Intercreditor Agreement, the Special Servicer’s consent to such modification, waiver or amendment shall be deemed granted; and provided, further,
        that no extension entered into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or
        primarily by a leasehold estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to
        the expiration of such leasehold estate.  If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan or Trust Subordinate Companion Loan for more than twelve (12) months from and after the original Maturity
        Date of such Mortgage Loan and/or related Companion Loan or Trust Subordinate Companion Loan and such Mortgage Loan and/or related Companion Loan or Trust Subordinate Companion Loan is not in default or default with respect thereto is not
        reasonably foreseeable, prior to any such extension, the Master Servicer shall (i) provide the Trustee, the Certificate Administrator, the Special Servicer, the Operating Advisor and (prior to the occurrence of a Consultation Termination Event) the
        Directing Certificateholder, with an Opinion of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required or permitted to be paid by the Mortgagor, to be paid as an expense of
        the Trust in accordance with Section 3.11(d)) that such extension would not constitute a “significant modification” of the Mortgage Loan, Trust Subordinate Companion Loan and/or Serviced Companion Loan within the meaning of Treasury
        Regulations Section 1.860G‐2(b) and (ii) subject to the Servicing Standard, prior to the occurrence and continuance of a Control Termination Event, obtain the consent of the Directing Certificateholder (or after the occurrence and during the
        continuance of a Control Termination Event, but prior to a Consultation Termination Event, upon consultation with the Directing Certificateholder pursuant to Section 6.08 hereof) (which consent or consultation shall be coordinated through
        the Special Servicer).  Notwithstanding the foregoing, subject to the rights of the related Companion Holder or the related Subordinate Loan-Specific Directing Certificateholder to advise the Master Servicer with respect to, or consent to, such
        modification, waiver or amendment pursuant to the terms of the related Intercreditor Agreement, and subject to the Special Servicer’s processing and/or consent rights pursuant to this subsection (a) if any such modification, waiver or
        amendment constitutes a Major Decision, the Master Servicer, with respect to Non‐Specially Serviced Loans, without the consent of the Special Servicer, may modify or amend the terms of any Mortgage Loan, Trust Subordinate Companion Loan and/or
        related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if
        the Mortgage Loan (other than any Non‐Serviced Mortgage Loan), Trust Subordinate Companion Loan and/or related Serviced Companion Loan is not in default or default with respect thereto is not reasonably foreseeable,

      
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      such modification or amendment would not be a “significant modification” of the Mortgage Loan, Trust Subordinate Companion Loan and/or related Serviced
        Companion Loan within the meaning of Treasury Regulations Section 1.860G‐2(b).

      Subject to Section 6.08, applicable law and the Mortgage Loan, Trust Subordinate Companion Loan and/or related Serviced Companion
        Loan documents, neither the Master Servicer nor the Special Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real property at any time the Mortgage Loan, Trust Subordinate
        Companion Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related Mortgage Loan, Trust Subordinate Companion Loan and/or related Serviced Companion Loan documents or default with respect thereto is not
        reasonably foreseeable unless (i) the Master Servicer or the Special Servicer, as applicable, obtains Rating Agency Confirmation from each Rating Agency (and delivers such Rating Agency Confirmation to the Directing Certificateholder, if permitted
        by the applicable Rating Agency) and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then‐current ratings of any class of Serviced Companion Loan Securities (if
        any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) and (ii) such
        substitution would not be a “significant modification” of the Mortgage Loan, Trust Subordinate Companion Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G‐2(b) or otherwise cause an Adverse REMIC
        Event (and the Master Servicer or Special Servicer, as applicable, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited,
        at the expense of the Trust) with respect thereto).

      Upon receiving a request for any matter described in this Section 3.18(a) that constitutes a Major Decision (without regard to the
        first proviso in the definition of “Major Decision,” as applicable) with respect to any Non-Specially Serviced Loan, the Master Servicer shall forward such request to the Special Servicer and, unless the Master Servicer and the Special Servicer
        mutually agree that the Master Servicer shall process such request, the Special Servicer shall process such request and the Master Servicer shall have no further obligation with respect to such request or such Major Decision.

      (b)          If the Special Servicer
          determines that a modification, waiver or amendment (including, without limitation, the forgiveness or deferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any Non‐Serviced
          Mortgage Loan), Trust Subordinate Companion Loan and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional collateral) of the terms of a Specially Serviced Loan with respect to which a payment
          default or other material default has occurred or a payment default or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by an Officer’s Certificate of the Special Servicer), is reasonably likely
          to produce a greater recovery on a net present value basis (the relevant discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders, Holders of the [LOAN‐SPECIFIC CLASS] Certificates, as
          applicable, as the holders of the related Serviced Companion Loan or Trust Subordinate Companion Loan, as applicable, than liquidation of such Specially Serviced Loan, then the

      
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      Special Servicer may agree to a modification, waiver or amendment of such Specially Serviced Loan, subject to (x) the provisions of this Section 3.18(b)
        and Section 3.18(c), (y) with respect to any Mortgage Loan or Trust Subordinate Companion Loan, prior to the occurrence and continuance of a Control Termination Event, the approval of the Directing Certificateholder (or after the occurrence
        and during the continuance of a Control Termination Event, but prior to a Consultation Termination Event, upon consultation with the Directing Certificateholder) as provided in Section 6.08; provided that, with respect to any
        Serviced AB Whole Loan or Trust AB Whole Loan, prior to the occurrence and continuance of a related AB Control Appraisal Period, the approval of the holder of the related AB Subordinate Companion Loan or of the related Subordinate Loan-Specific
        Directing Certificateholder, as applicable, will be required to the extent set forth in the related Intercreditor Agreement and the Directing Certificateholder shall have no consent or consultation rights regarding the matter; and (z) additionally,
        with respect to a Serviced Whole Loan, the rights of the related Serviced Companion Noteholder or with respect to a Mortgage Loan (other than any Non‐Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine lender, to advise
        or consult with the Special Servicer with respect to, or consent to, such modification, waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable; provided that in the case of any release or substitution of collateral (other than a defeasance), the Special Servicer shall have obtained an Opinion of Counsel that such release or substitution would
        not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G‐2(b) or otherwise cause an Adverse REMIC Event.

      In connection with (i) the release of a Mortgaged Property (other than any Non‐Serviced Mortgaged Property), or any portion of such
        Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non‐Serviced Mortgaged Property), or any portion of such Mortgaged Property by exercise of the power of eminent domain or
        condemnation, if the related Mortgage Loan documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or to approve the calculation of the related Mortgagor of) the loan‐to‐value ratio of the remaining Mortgaged
        Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan, then such calculation shall,
        unless then permitted by the REMIC Provisions, exclude the value of personal property and going concern value, if any, as determined by an appropriate third party.  Notwithstanding anything herein to the contrary, with respect to any Excluded Loan
        (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with the related transactions involving proposed Major
        Decisions and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.

      The Special Servicer shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior
        to the Rated Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced Loan if such modification, waiver or amendment would (1) extend the maturity date of any such Specially Serviced
        Loan to a date occurring later than the earlier of (a) five (5) years prior to the Rated Final Distribution Date and (b) if such Specially Serviced Loan is secured solely or primarily by a leasehold estate and not also the related fee interest, the
        date occurring

      
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      twenty (20) years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the ground lease and, ((i) prior
        to the occurrence and continuance of a Control Termination Event and (ii) other than with respect to any Excluded Loan) with the consent of the Directing Certificateholder, ten (10) years prior to the expiration of such leasehold estate (including
        any options to extend such leasehold estate exercisable unilaterally by the related Mortgagor), or (2) provide for the deferral of interest unless interest accrues on the related Mortgage Loan, Trust AB Whole Loan or Serviced Whole Loan generally
        at the related Mortgage Rate.

      (c)          Any provision of this Section 3.18
          to the contrary notwithstanding, except when a Mortgage Loan, Trust Subordinate Companion Loan and/or Companion Loan is in default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18 shall be
          collected by any Master Servicer or Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with any consent or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount
          thereof is specified in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment to be a “significant modification” of the Mortgage Note within the meaning of Treasury Regulations
          Section 1.860G‐2(b).

      To the extent consistent with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section 6.08),






        the Master Servicer (as provided in Section 3.08(a) and 3.08(b) and subject to the Special Servicer’s processing and/or consent rights pursuant to Section 3.20(a) if any such waiver, modification or amendment constitutes a
        Major Decision) or the Special Servicer may, consistent with the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan, Serviced Companion Loan and/or Trust Subordinate Companion Loan that is not in default or as to
        which default is not reasonably foreseeable only if it provides the Trustee and the Certificate Administrator with an Opinion of Counsel (at the expense of the related Mortgagor or such other Person requesting such modification or, if such expense
        cannot be collected from the related Mortgagor or such other Person, to be paid out of the Collection Account pursuant to Section 3.05(a); provided that the Master Servicer or Special Servicer, as the case may be, shall use its
        reasonable efforts to collect such fee from the Mortgagor or such other Person to the extent permitted under the related Mortgage Loan documents or Trust Subordinate Companion Loan documents, as applicable) to the effect that the contemplated
        waiver, modification or amendment (i) will not be a “significant modification” of the Mortgage Loan or Trust Subordinate Companion Loan within the meaning of Treasury Regulations Section 1.860G‐2(b) and (ii) will not cause (x) any Trust REMIC to
        fail to qualify as a REMIC for purposes of the Code or (y) any Trust REMIC to be subject to any tax under the REMIC Provisions.  Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer may waive the payment of any Yield
        Maintenance Charge or the requirement that any prepayment of a Mortgage Loan or Trust Subordinate Companion Loan be made on a Due Date, or if not made on a Due Date, be accompanied by all interest that would be due on the next Due Date with respect
        to any Mortgage Loan, Serviced Companion Loan or Trust Subordinate Companion Loan that is not a Specially Serviced Loan.

      (d)          Subject to Section 3.18(c),
          the Master Servicer and the Special Servicer each may, as a condition to its granting any request by a Mortgagor for consent, modification (including extensions), waiver or indulgence or any other matter or thing, the granting of which

      
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      is within the Master Servicer’s or the Special Servicer’s, as the case may be, discretion pursuant to the terms of the instruments evidencing or securing the
        related Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan and is permitted by the terms of this Agreement, require that such Mortgagor pay to the Master Servicer or the Special Servicer, as the case may be, as additional servicing
        compensation, a reasonable or customary fee, for the additional services performed in connection with such request; provided that the charging of such fee is not a “significant modification” of the Mortgage Loan or Trust Subordinate
        Companion Loan within the meaning of Treasury Regulations Section 1.860G‐2(b).

      (e)          All modifications (including
          extensions), waivers and amendments of the Mortgage Loans, Companion Loans and/or Trust Subordinate Companion Loan entered into pursuant to this Section 3.18 shall be in writing, signed by the Master Servicer or the Special Servicer, as
          the case may be, and the related Mortgagor (and by any guarantor of the related Mortgage Loan or Trust Subordinate Companion Loan, if such guarantor’s signature is required by the Special Servicer in accordance with the Servicing Standard).

      With respect to any modification, waiver or amendment for which it is responsible for processing pursuant to Section 3.18 hereof,
        the Special Servicer shall notify the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor [(after the occurrence and during the continuance of a Control Termination Event)] [EXCLUDE FOR TRANSACTIONS THAT SATISFY RISK
        RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST], the Directing Certificateholder (other than following the occurrence of a Consultation Termination Event), the applicable Companion Holder (unless, with respect
        to a holder of an AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if applicable), the related Subordinate Loan-Specific Directing Certificateholder (unless, with respect to the Trust Subordinate Companion Loan, an AB
        Control Appraisal Period has occurred, if applicable), the related Mortgage Loan Seller (if such Mortgage Loan Seller is not a Master Servicer or Sub‐Servicer of such Mortgage Loan or the Directing Certificateholder) and the 17g‐5 Information
        Provider (which shall promptly post such notice on the 17g‐5 Information Provider’s Website in accordance with Section 3.13(c)) in writing of any modification, waiver or amendment (in each case, after it is finalized and executed) of any
        term of any Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan that is modified, waived or amended and the date thereof.  With respect to any modification, waiver or amendment (in each case, after it is finalized and executed) for
        which it is responsible for processing pursuant to Section 3.18 hereof, the Master Servicer shall provide written notice of any such modification, waiver or amendment to the Trustee, the Certificate Administrator, the Special Servicer, the
        Directing Certificateholder (prior to the occurrence of a Consultation Termination Event and other than with respect to an Excluded Loan), the applicable Companion Holder (unless, with respect to a holder of an AB Subordinate Companion Loan, an AB
        Control Appraisal Period has occurred, if applicable), the related Subordinate Loan-Specific Directing Certificateholder (unless, with respect to the related Trust Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if
        applicable) and the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not a Master Servicer or Sub‐Servicer of such Mortgage Loan or the Directing Certificateholder) and the 17g‐5 Information Provider (which shall promptly post
        such notice on the 17g‐5 Information Provider’s Website in accordance with Section 3.13(c)).  The party responsible for delivering notice shall deliver to the Custodian with a copy to the Master Servicer (if such notice is being

      
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      delivered by the Special Servicer) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or
        amendment, promptly (and in any event within ten (10) Business Days) following the execution thereof, with a copy to the applicable Companion Holder, if any.  Following receipt of the Master Servicer’s or the Special Servicer’s, as applicable,
        delivery of the aforesaid modification, waiver or amendment to the Certificate Administrator, the Certificate Administrator shall forward a copy thereof to each Holder of a Certificate (other than the Class [R] or Class [ARD] Certificates) upon
        request.  With respect to the processing of any modification, waiver or consent related to any Mortgagor incurring additional debt or mezzanine debt, the Special Servicer (if the Special Servicer processes such modification, waiver or consent
        pursuant to Section 3.18(a)) or the Master Servicer (if the Master Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) shall, on or before the later of (i) 3:00 p.m. on the related P&I Advance
        Date and (ii) five (5) Business Days immediately following the Master Servicer or Special Servicer, as applicable, obtaining actual knowledge of the incurrence of such additional debt or mezzanine debt, deliver notice of the Mortgagor’s incurrence
        of such debt, substantially in the form of Exhibit KK, to [EMAIL ADDRESS].  The notice contemplated in the preceding sentence shall set forth, to the extent the Special Servicer or Master Servicer, as applicable, has the requisite
        information or can reasonably obtain such information, (i) the amount of additional debt that was incurred in the related Collection Period, (ii) the total debt service coverage ratio calculated on the basis of such Mortgage Loan (or Trust
        Subordinate Companion Loan, if applicable) and additional debt, and (iii) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan (or Trust Subordinate Companion Loan, if applicable) and additional debt.  In the event that either
        (i) the CREFC® Investor Reporting Package is amended to include such information set forth above, in a manner reasonably acceptable to the Master Servicer, Special
        Servicer and Certificate Administrator, as applicable, and the Master Servicer confirms with the Certificate Administrator that such amended CREFC® Investor Reporting
        Package enables the Certificate Administrator to include such information on Form 10‐D in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to the Exchange Act, the additional report in the form
        of Exhibit KK shall no longer be required hereunder.  From time to time, the Master Servicer, Special Servicer and Certificate Administrator may agree on a different delivery time and format for the information set forth in this paragraph.

      (f)          The Master Servicer shall
          process all defeasance transactions, subject to the Special Servicer’s consent relating to a defeasance.  Notwithstanding the foregoing, the Master Servicer shall not permit (or, with regard to any Non‐Serviced Mortgage Loan, take any act in
          furtherance of) the substitution of any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan, Trust Subordinate Companion Loan or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations
          Section 1.860G‐2(a)(8)(ii) and the Master Servicer has received (i) replacement collateral consisting of government securities within the meaning of Treasury Regulations Section 1.860G‐2(a)(8)(ii), which satisfies the requirements of the
          applicable Mortgage Loan documents or Trust Subordinate Companion Loan documents, in an amount sufficient to make all scheduled payments under the related Mortgage Loan or Trust Subordinate Companion Loan (or defeased portion thereof) when due,
          (ii) a certificate of an Independent certified public accountant to the effect that such substituted property will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage
          Loan, Serviced Whole Loan or Trust AB Whole Loan in compliance with the requirements of the terms of the related Mortgage Loan

      
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      documents and, if applicable, Companion Loan documents, or Trust Subordinate Companion Loan documents, (iii) one or more Opinions of Counsel (at the expense
        of the related Mortgagor) to the effect that the Trustee, on behalf of the Trust, will have a first priority perfected security interest in such substituted Mortgaged Property; provided, however, that, to the extent consistent with
        the related Mortgage Loan documents and, if applicable, Companion Loan documents or Trust Subordinate Companion Loan documents, the related Mortgagor shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to the
        extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents or Trust Subordinate Companion Loan documents, the Mortgagor shall establish a single purpose entity to act as a successor Mortgagor, if so
        required by the Rating Agencies, (v) to the extent permissible under the related Mortgage Loan documents and, if applicable, Companion Loan documents or Trust Subordinate Companion Loan documents, the Master Servicer shall use its reasonable
        efforts to require the related Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining any successor Mortgagor, and (vi) to the extent permissible under the Mortgage Loan documents and, if applicable,
        Companion Loan documents or Trust Subordinate Companion Loan documents, the Master Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating
        agencies that such action will not result in the downgrade, withdrawal or qualification of its then‐current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
        satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25); provided, further, however, that no such confirmation from any
        Rating Agency shall be required to the extent that the Master Servicer has delivered a defeasance certificate substantially in the form of Exhibit U hereto for any Mortgage Loan or Trust Subordinate Companion Loan that (together with any
        Mortgage Loans cross‐collateralized with such Mortgage Loans) is:  (i) a Mortgage Loan with a Cut‐off Date Principal Balance less than $20,000,000, (ii) a Mortgage Loan that represents less than 5% of the aggregate Cut‐off Date Principal Balance of
        all Mortgage Loans, and (iii) a Mortgage Loan that is not one of the ten largest Mortgage Loans by Stated Principal Balance.  Notwithstanding the foregoing, in the event that requiring the Mortgagor to pay for the items specified in clauses (ii),
        (iv) and (v) in the preceding sentence would be inconsistent with the related Mortgage Loan documents or Trust Subordinate Companion Loan documents, such reasonable costs shall be paid by the related Mortgage Loan Seller as and to
        the extent set forth in the applicable Mortgage Loan Purchase Agreement.

      (g)          Notwithstanding anything
          herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents or Trust Subordinate Companion Loan documents, to the contrary, the Master Servicer may permit the substitution of “government securities,” within the
          meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G‐2(a)(8)(ii) for any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan, a Serviced Whole Loan or
          Trust Subordinate Companion Loan, as applicable (or any portion thereof), in lieu of the defeasance collateral specified in the related Mortgage Loan documents, Serviced Whole Loan documents or Trust Subordinate Companion Loan documents, as
          applicable; provided that (A) such substitution is consistent with the Servicing Standard and the Master Servicer (subject to the Special Servicer’s processing and/or consent rights pursuant to Section 3.20(a) with respect to any
          such action that constitutes a Major Decision) reasonably determines that allowing

      
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      their use would not cause a default or event of default to become reasonably foreseeable and the Master Servicer receives an Opinion of Counsel (at the
        expense of the Mortgagor to the extent permitted under the Mortgage Loan documents and, if applicable, Companion Loan documents or Trust Subordinate Companion Loan documents or otherwise as a Trust Fund expense) to the effect that such use would
        not be and would not constitute a “significant modification” of such Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan pursuant to Treasury Regulations Section 1.860G‐2(b) and would not otherwise constitute an Adverse REMIC Event
        with respect to any Trust REMIC; (B) the requirements set forth in Section 3.18(f) (including receipt of any Rating Agency Confirmation) are satisfied; and (C) such securities are backed by the full faith and credit of the United States
        government, or the Master Servicer shall obtain Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its
        then‐current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
        respect to the Certificates pursuant to Section 3.25).

      (h)          If required under the related
          Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan documents or if otherwise consistent with the Servicing Standard, the Master Servicer shall establish and maintain one or more accounts (the “Defeasance Accounts”), which
          shall be Eligible Accounts, into which all payments received by the Master Servicer from any defeasance collateral substituted for any Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance
          with the Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan documents.  Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to be maintained in the Defeasance Account for a period in excess of
          ninety (90) days, unless such amounts are reinvested by the Master Servicer in “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations
          Section 1.860G‐2(a)(8)(ii).  To the extent not required or permitted to be placed in a separate account, the Master Servicer shall deposit all payments received by it from defeasance collateral substituted for any Mortgaged Property into the
          Collection Account and treat any such payments as payments made on the Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan in advance of its Due Date in accordance with clause (a)(i) of the definition of “Available Funds” or
          clause (a) of the definition of “[LOAN-SPECIFIC] Available Funds,” as applicable, and not as a prepayment of the related Mortgage Loan, Companion Loan or Trust Subordinate Companion Loan.  Notwithstanding anything herein to the contrary,
          in no event shall the Master Servicer permit such amounts to be maintained in the Collection Account for a period in excess of 365 days (or 366 days in the case of a leap year).

      (i)          Notwithstanding anything to
          the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable, shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
          action will not result in the downgrade, withdrawal or qualification of its then‐current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the
          same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) (the cost of which shall be paid by the related Mortgagor, if so allowed by the

      
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      terms of the related loan documents and otherwise paid out of general collections) grant or accept any consent, approval or direction regarding the
        termination of the related property manager or the designation of any replacement property manager, with respect to any Mortgaged Property that secures a Mortgage Loan that (i) is one of the ten largest Mortgage Loans a by Stated Principal Balance
        or (ii) has an unpaid principal balance that is at least equal to five percent (5%) of the then aggregate principal balance of all Mortgage Loans or $35,000,000.

      (j)          Notwithstanding anything
          herein to the contrary, in connection with any modification, waiver, consent or amendment in connection with any defeasance transaction contemplated by clause [__] in the definition of “Major Decision,” the Special Servicer shall not
          approve any such modification, waiver or amendment or consent thereto without first having received a copy of an Opinion of Counsel addressed to the Special Servicer and the Master Servicer that such modification, waiver, consent or amendment
          will not cause an Adverse REMIC Event to occur.

      Section 3.19          Transfer of
            Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report.  (a) Upon determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non‐Serviced Mortgage Loan),
          Serviced Companion Loan or Trust Subordinate Companion Loan, the Master Servicer or the Special Servicer, as applicable, shall promptly give notice to the Master Servicer or the Special Servicer, as applicable, the Operating Advisor and
          ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder thereof, and the Master Servicer shall deliver the related Mortgage File and Servicing File to
          the Special Servicer and concurrently provide a copy of such Servicing File[, exclusive of all Privileged Communications,] to the Operating Advisor.  The Master Servicer shall use its reasonable efforts to provide the Special Servicer with all
          information, documents and records (including records stored electronically, such as records on computer tapes and magnetic discs) relating to such Mortgage Loan and, if applicable, the related Serviced Companion Loan or Trust Subordinate
          Companion Loan, either in the Master Servicer’s possession or otherwise available to the Master Servicer without undue burden or expense, and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect
          thereto.  The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the occurrence of each related Servicing Transfer Event (or, in the case of clauses (viii), (ix) or (x) of the
          definition of “Servicing Transfer Event,” within five (5) Business Days of receiving notice from the Special Servicer of such Servicing Transfer Event when the Special Servicer makes the determination) and in any event shall continue to act as
          Master Servicer and administrator of such Mortgage Loan and, if applicable, the related Serviced Companion Loan or Trust Subordinate Companion Loan until the Special Servicer has commenced the servicing of such Mortgage Loan and, if applicable,
          the related Serviced Companion Loan or Trust Subordinate Companion Loan.  The Master Servicer shall deliver to the Trustee, the Certificate Administrator, the Operating Advisor, the related Subordinate Loan-Specific Directing Certificateholder
          (with respect to the Trust AB Whole Loan) and (prior to the occurrence of a Consultation Termination Event or (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, a copy of the notice of such Servicing Transfer
          Event provided by the Master Servicer to the Special Servicer, or by the Special Servicer to the Master Servicer, pursuant to this Section 3.19.  Prior to the occurrence of a Consultation Termination Event, the Certificate Administrator
          shall deliver to each Controlling

      
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      Class Certificateholder a copy of the notice of such Servicing Transfer Event provided by the Master Servicer pursuant to this Section 3.19.

      Upon determining that a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive
        Periodic Payments (provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan
        and, if applicable, the related Companion Loan or Trust Subordinate Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer shall immediately give notice thereof to the Master Servicer,
        the Operating Advisor, the related Subordinate Loan-Specific Directing Certificateholder (unless, with respect to the Trust Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if applicable), the related Serviced Companion
        Noteholder (unless with respect to an AB Subordinate Companion Loan an AB Control Appraisal Period has occurred) and ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the
        Directing Certificateholder and shall return the related Mortgage File and Servicing File to the Master Servicer (or copies thereof if copies only were delivered to the Special Servicer) and upon giving such notice, and returning such Mortgage File
        and Servicing File to the Master Servicer, the Special Servicer’s obligation to service such Corrected Loan shall terminate and the obligations of the Master Servicer to service and administer such Mortgage Loan and, if applicable, the related
        Companion Loan or Trust Subordinate Companion Loan shall recommence.

      (b)          In servicing any Specially
          Serviced Loans, Serviced Companion Loans and Trust Subordinate Companion Loan, the Special Servicer will provide to the Custodian originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File
          to the extent within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer with copies of any additional related Mortgage Loan, Serviced Companion Loan or Trust Subordinate Companion Loan
          information including correspondence with the related Mortgagor.

      (c)          Notwithstanding the provisions
          of Section 3.12(c), the Master Servicer shall maintain ongoing payment records with respect to each of the Specially Serviced Loans, Serviced Companion Loans, Trust Subordinate Companion Loan and REO Properties (other than with respect to
          a Non‐Serviced Mortgage Loan) and shall provide the Special Servicer with any information in its possession with respect to such records to enable the Special Servicer to perform its duties under this Agreement; provided that this
          statement shall not be construed to require the Master Servicer to produce any additional reports.

      (d)          No later than
          [sixty (60)] days after a Servicing Transfer Event for a Mortgage Loan (other than a Non‐Serviced Mortgage Loan) and, if applicable, the related Companion Loan or Trust Subordinate Companion Loan (the “Initial Delivery Date”), the Special
          Servicer shall deliver in electronic format (i) a report (the “Asset Status Report”) with respect to such Mortgage Loan and related Companion Loan or Trust Subordinate Companion Loan, if applicable, and the related Mortgaged Property and
          (ii) one or more additional Asset Status Reports with respect to a Specially Serviced Loan subsequent to the issuance of a Final Asset Status Report to the extent that during the course of the resolution of such Specially

      
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      Serviced Loan changes in the strategy reflected in the initial Final Asset Status Report (or subsequent Final Asset Status Reports) are necessary to reflect
        the then‐current recommendation as to how the Specially Serviced Loan might be returned to performing status or otherwise liquidated in accordance with the Servicing Standard (each such report a “Subsequent Asset Status Report”).  The
        Special Servicer shall deliver each Asset Status Report in electronic form to: (i) the Master Servicer, (ii) the Directing Certificateholder (but only in respect of any Mortgage Loan other than any Excluded Loan and in any event prior to the
        occurrence of a Consultation Termination Event), (iii) [the Risk Retention Consultation Party and (iv)] the AB Whole Loan Controlling Holder with respect to the Serviced AB Whole Loan, only to the extent the Serviced AB Subordinate Companion Loan
        is not subject to an AB Control Appraisal Period, the Operating Advisor [(but only after the occurrence and during the continuance of a Control Termination Event] [EXCLUDE FOR TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD
        PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]) and the 17g‐5 Information Provider (which shall promptly post such report on the 17g‐5 Information Provider’s Website in accordance with Section 3.13(c)) and, with respect to any related
        Serviced Companion Loan, to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the master servicer of such Other Securitization into which the related Serviced Companion Loan has been sold or to the
        related Companion Holder.  Such Asset Status Report shall set forth the following information to the extent reasonably determinable based on the information that was delivered to the Special Servicer in connection with the transfer of servicing
        pursuant to the Servicing Transfer Event:

      
        

        

        
          (i) summary of the status of such Specially Serviced Loan and any negotiations with the
            related Mortgagor;

        

      

      
        

        

        
          (ii) a discussion of the legal and environmental considerations reasonably known to the
            Special Servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Mortgage Loan (and any related Serviced
            Companion Loan or Trust Subordinate Companion Loan, as applicable) and whether outside legal counsel has been retained;

        

      

      
        

        

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

        

      

      
        

        

        
          (iv) (A) the Special Servicer’s recommendations on how such Specially Serviced Loan might be
            returned to performing status (including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for regular servicing or otherwise realized upon (including any proposed sale of
            a Defaulted Mortgage Loan or REO Property), (B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered by the Special Servicer in connection with the proposed or taken
            actions;

        

      

      
        

        

        
          (v) the status of any foreclosure actions or other proceedings undertaken with respect to the
            Specially Serviced Loan, any proposed workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under the related Mortgage Loan or Serviced Whole Loan;

        

      

      
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          (vi) a description of any amendment, modification or waiver of a material term of any ground
            lease (or any space lease or air rights lease, if applicable) or franchise agreement;

        

      

      
        

        

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

        

      

      
        

        

        
          (viii) an analysis of whether or not taking such proposed action is reasonably likely to
            produce a greater recovery on a present value basis than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the net present value calculation and all related assumptions;

        

      

      
        

        

        
          (ix) the appraised value of the related Mortgaged Property (and a copy of the last obtained
            Appraisal of such Mortgaged Property) together with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an explanation of those adjustments; and

        

      

      
        

        

        
          (x) such other information as the Special Servicer deems relevant in light of the Servicing
            Standard.

        

      

      A summary of each Final Asset Status Report shall be provided to the Certificate Administrator and the Trustee.

      If within ten (10) Business Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status
        Report in writing or if the Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by the Directing Certificateholder (communicated to the Special Servicer within ten (10) Business Days) is not in the
        best interest of all the Certificateholders and the holder of any related Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature of any Companion Loan), the Special
        Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however, that the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of
        the applicable Mortgage Loan documents or the applicable Trust Subordinate Companion Loan documents.  If, with respect to any Mortgage Loan other than an Excluded Controlling Class Loan, prior to the occurrence and continuance of any Control
        Termination Event, the Directing Certificateholder disapproves such Asset Status Report within ten (10) Business Days of receipt and the Special Servicer has not made the affirmative determination described above, the Special Servicer shall revise
        such Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later than thirty (30) days after such disapproval, to the Master Servicer, the Trustee, the Certificate Administrator, the related Subordinate
        Loan-Specific Directing Certificateholder (in the case of the Trust AB Whole Loan, and only to the extent the related Trust Subordinate Companion Loan is not subject to an AB Control Appraisal Period), the Directing Certificateholder (prior to the
        occurrence and continuance of a Consultation Termination Event and, in the case of an AB Whole Loan, only prior to the occurrence and during the continuance of a Consultation Termination Event and during an AB Control Appraisal Period with respect
        to the related AB

      
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      Subordinate Companion Loan), the Operating Advisor [(but only after the occurrence and during the continuance of a Control Termination Event] [EXCLUDE FOR
        TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]) and the 17g‐5 Information Provider (which shall promptly post such report on the 17g‐5 Information Provider’s Website in
        accordance with Section 3.13(c)).  With respect to a Mortgage Loan that is not an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the Special Servicer shall revise such Asset Status Report as
        described above in this Section 3.19(d) until the Directing Certificateholder shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report or until the
        Special Servicer makes a determination, in accordance with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders and the holder of any related Companion Loan, as a collective whole (taking into account
        the pari passu or subordinate nature of any Companion Loan); provided that, if the Directing Certificateholder has not approved the Asset Status Report for a period of sixty (60) Business Days
        following the first submission of an Asset Status Report, the Special Servicer shall follow the Directing Certificateholder’s direction, if such direction is consistent with the Servicing Standard; provided, however, that if the
        Directing Certificateholder’s direction would cause the Special Servicer to violate the Servicing Standard, the Special Servicer may act upon the most recently submitted form of Asset Status Report except that such Asset Status Report does
        not, and is not intended to be, a substitute for the approvals that are specifically required pursuant to Section 6.08.  The procedures described in this paragraph are collectively referred to herein as the “Directing Certificateholder
          Approval Process”.  [Prior to an Operating Advisor Consultation Event, the Special Servicer shall deliver each Final Asset Status Report to the Operating Advisor at the conclusion of the Directing Certificateholder Approval Process.]

      Pursuant to, and to the extent required by, Section 6.09, the Special Servicer shall consult with the Risk Retention Consultation
        Party on a non-binding basis (in person or remotely via electronic, telephonic or other mutually agreeable communication) and propose alternative courses of action and provide other feedback in respect of any Asset Status Report.  The Special
        Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with Servicing Standard to take into account any input and/or recommendations of the Risk Retention Consultation Party, but is under no obligation
        to follow any particular recommendation of the Risk Retention Consultation Party.

      The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report; provided
        that such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d).  Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control
        Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with an Asset Status Report for an Excluded Loan which includes a Major Decision and consider
        alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 6.08 for consulting with the Operating Advisor.

      No direction or disapproval of the Directing Certificateholder or Subordinate Loan-Specific Directing Certificateholder [or the Risk
        Retention Consultation Party] hereunder

      
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      or under a related Intercreditor Agreement or failure of the Directing Certificateholder or Subordinate Loan-Specific Directing Certificateholder to consent
        to or approve (including any deemed consents or approvals) any request of the Special Servicer, shall (a) require or cause the Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or any provision of this Agreement,
        including the Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the status of the Grantor Trust as a grantor trust, or (b) result in the imposition of a
        “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions, (c) expose the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate
        Administrator or their respective officers, directors, members, employees or agents to any claim, suit or liability or (d) materially expand the scope of the Special Servicer’s, Trustee’s or the Master Servicer’s responsibilities under this
        Agreement.

      [If a Control Termination Event [has occurred and is continuing (or, with respect to a Serviced AB Whole Loan, if both a Control
        Termination Event has occurred and is continuing and an AB Control Appraisal Period is in effect)]] [EXCLUDE FOR TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST], the Special
        Servicer shall promptly deliver each Asset Status Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and so long as no Consultation Termination Event has occurred, and such Specially Serviced Loan is not an
        Excluded Loan, the Directing Certificateholder).  The Operating Advisor shall provide comments to the Special Servicer in respect of the Asset Status Report, if any, within ten (10) Business Days following the later of (i) receipt of such Asset
        Status Report or (ii) receipt of such additional information reasonably requested by the Operating Advisor related thereto, and propose possible alternative courses of action to the extent it determines such alternatives to be in the best interest
        of the Certificateholders (including any Certificateholders that are holders of the Control Eligible Certificates), as a collective whole.  The Special Servicer shall consider such alternative courses of action and any other feedback provided by
        the Operating Advisor (and so long as no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder) in connection with the Special Servicer’s preparation
        of any Asset Status Report.  The Special Servicer shall revise the Asset Status Report as it deems necessary to take into account any input and/or comments from the Operating Advisor (and so long as no Consultation Termination Event has occurred
        and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Certificateholder), to the extent the Special Servicer determines that the Operating Advisor’s and/or Directing Certificateholder’s input and/or
        recommendations are consistent with the Servicing Standard and in the best interest of the Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the best interest of the Certificateholders and the holders of the
        related Companion Loan, as a collective whole (taking into account the pari passu or subordinate nature of such Companion Loan)).

      [After the occurrence and during the continuance of a Control Termination Event, the Directing Certificateholder (and at any time with
        respect to any Excluded Loan) shall have no right to consent to any Asset Status Report under this Section 3.19.  After the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation
        Termination Event, each of the Directing Certificateholder (except with respect to

      
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      any Excluded Loan or, prior to the occurrence and continuance of an AB Control Appraisal Period, the related Serviced AB Whole Loan), and the Operating
        Advisor shall consult with the Special Servicer (electronically or telephonically) and propose alternative courses of action and provide other feedback as the Operating Advisor determines on a non-binding basis in respect of any Asset Status
        Report.  After the occurrence of a Consultation Termination Event (and at any time with respect to any Excluded Loan), the Directing Certificateholder (other than in its capacity as a Certificateholder) shall have no right to receive any Asset
        Status Report or otherwise consult with the Special Servicer with respect to Asset Status Reports and the Special Servicer shall only be obligated to consult with the Operating Advisor with respect to any Asset Status Report as described above. 
        The Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard to take into account any input and/or recommendations of the Operating Advisor or the Directing
        Certificateholder during the applicable periods described above, but is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing Certificateholder.] [APPLICABLE TO TRANSACTIONS THAT SATISFY RISK
        RETENTION REQUIREMENTS IN A MANNER OTHER THAN THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]

      [After the occurrence and during the continuance of a Control Termination Event, the Directing Certificateholder shall have no right to
        consent to any Asset Status Report under this Section 3.19.  After the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder,
        and after the occurrence and during the continuance of an Operating Advisor Consultation Event, the Operating Advisor, will be entitled to consult with the Special Servicer and propose alternative courses of action and provide other feedback in
        respect of any Asset Status Report.  After the occurrence of a Consultation Termination Event, the Directing Certificateholder (other than in its capacity as a Certificateholder) shall have no right to receive any Asset Status Report or otherwise
        consult with the Special Servicer with respect to Asset Status Reports and the Special Servicer will only be obligated to consult with the Operating Advisor with respect to any Asset Status Report as described above.  The Special Servicer may
        choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard to take into account any input and/or recommendations of the Operating Advisor or the Directing Certificateholder after the
        occurrence and during the continuance of an Operating Advisor Consultation Event or after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, but is under no
        obligation to follow any particular recommendation of the Operating Advisor or the Directing Certificateholder.] [APPLICABLE TO OFFERINGS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]

      [Notwithstanding the foregoing, prior to the occurrence and continuance of an AB Control Appraisal Period with respect to an AB Subordinate
        Companion Loan or Trust Subordinate Companion Loan, the Special Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan or Trust AB Whole Loan, as applicable, upon it becoming a Specially Serviced Loan pursuant to this
        Agreement and the related Intercreditor Agreement, but the Directing Certificateholder will have no approval rights over any such Asset Status Report, and

      
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      the consent or approval rights with respect to such Asset Status Report shall be as set forth in the related Intercreditor Agreement.]

      (e)          (i) Upon receiving notice of
          the occurrence of the events described in clause (v) and (vii) of the definition of “Servicing Transfer Event” (without regard to the 60‐day or 30‐day period, respectively, set forth therein), the Master Servicer shall with
          reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information relating to the Mortgage Loan, Serviced Companion Loan or Trust Subordinate Companion Loan and reasonably
          requested by the Special Servicer to enable it to negotiate with the related Mortgagor.  The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the occurrence of each such
          event.

      
        

        

        
          (ii) After the occurrence and during the continuance of a Control Termination Event, upon
            receiving notice of the occurrence of an event described in clause (iv) or (x) of the definition of “Servicing Transfer Event” (without regard to the 60‐day or 30‐day period, respectively, set forth therein), the Master Servicer
            shall deliver notice thereof to the Operating Advisor at the same time such notice is provided to the Special Servicer pursuant to clause (i) above.

        

      

      (f)          Prior to the occurrence and
          continuance of a Control Termination Event, no later than two (2) Business Days following the establishment of a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the Special Servicer shall
          deliver in electronic format to the Directing Certificateholder a draft notice that will include a draft summary of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged
          Information) (and shall deliver each Final Asset Status Report with respect to an AB Mortgage Loan or Trust AB Mortgage Loan prior to the occurrence and continuance of an AB Control Appraisal Period (to the extent approved by the related AB Whole
          Loan Controlling Holder or related Subordinate Loan-Specific Directing Certificateholder), to the Directing Certificateholder).  If, prior to the occurrence and continuance of a Control Termination Event, within five (5) Business Days of receipt
          of such draft summary, the Directing Certificateholder approves of, or does not disapprove of such draft summary, then the Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to the
          Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).  If the Directing Certificateholder affirmatively disapproves of such summary in writing, then within two (2) Business Days of
          receipt of such disapproval, the Special Servicer shall revise the summary and deliver such new summary to the Directing Certificateholder until the Directing Certificateholder approves such draft summary; provided, however, that
          (A) if the Directing Certificateholder has not approved of the draft summary of the Final Asset Status Report within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset Status Report, then the most recent draft
          summary of the Final Asset Status Report delivered by the Special Servicer prior to such 20th Business Day shall be deemed to be the final summary of the Final Asset Status Report; and (B) if at any time the Special Servicer determines that any
          affirmative disapproval of such draft summary by the Directing Certificateholder is not in the best interest of all the Certificateholders pursuant to the Servicing Standard, the Special Servicer shall deliver in electronic format such notice and
          summary of the Final Asset Status Report to the

      
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      Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b) notwithstanding such disapproval.  The
        Special Servicer shall promptly deliver (but in any event no later than two (2) Business Days following its completion) a copy of each Final Asset Status Report to the Operating Advisor.  The Special Servicer shall prepare a summary of any Final
        Asset Status Report related to any Serviced AB Whole Loan or Trust AB Whole Loan for which the related holder of an AB Subordinate Companion Loan or the related Subordinate Loan-Specific Directing Certificateholder, as applicable, is not subject to
        an AB Control Appraisal Period, which Final Asset Status Report has been approved or deemed approved by the holder of the related AB Subordinate Companion Loan or the related Subordinate Loan-Specific Directing Certificateholder, as applicable, in
        accordance with the related Intercreditor Agreement (to the extent such Intercreditor Agreement requires such approval or deemed approval), and deliver in electronic format notice of such Final Asset Status Report and the summary of such Final
        Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).

      (g)          No provision of this Section 3.19
          shall require the Special Servicer to take or to refrain from taking any action because of any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.

      Section 3.20          Sub‐Servicing
            Agreements.  (a) The Master Servicer, Special Servicer [and Operating Advisor] may enter into Sub‐Servicing Agreements to provide for the performance by third parties of any or all of its respective obligations hereunder; provided
          that the Sub‐Servicing Agreement as amended or modified:  (i) is consistent with this Agreement in all material respects and requires the Sub‐Servicer to comply with all of the applicable conditions of this Agreement; (ii) provides that if the
          Master Servicer, Special Servicer [or Operating Advisor], as applicable, shall for any reason no longer act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination Event), the Trustee or its designee shall
          thereupon assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of such party under such agreement, or, alternatively, may act in accordance with Section 7.02 hereof under the
          circumstances described therein (subject to Section 3.20(g) hereof); (iii) provides that the Trustee (for the benefit of the Certificateholders, including, with respect to (A) the Trust AB Whole Loan, Holders of the Class [LOAN‐SPECIFIC]
          Certificates and (B) the related Companion Holder (if applicable) and the Trustee (as holder of the Lower-Tier Regular Interests)) shall be a third party beneficiary under such Sub‐Servicing Agreement, but that (except to the extent the Trustee
          or its designee assumes the obligations of such party thereunder as contemplated by the immediately preceding clause (ii)) none of the Trust, the Trustee, the Operating Advisor, the Certificate Administrator, the Master Servicer or
          Special Servicer, as applicable, any successor master servicer or special servicer or any Certificateholder (or the related Companion Holder, if applicable) shall have any duties under such Sub‐Servicing Agreement or any liabilities arising
          therefrom; (iv) permits any purchaser of a Mortgage Loan or Trust Subordinate Companion Loan pursuant to this Agreement to terminate such Sub‐Servicing Agreement with respect to such purchased Mortgage Loan or Trust Subordinate Companion Loan at
          its option and without penalty; provided, however, that the Initial Sub‐Servicing Agreements may only be terminated by the Trustee or its designees as contemplated by Section 3.20(g) hereof and in such additional manner
          and by such other Persons as is provided in such Sub‐Servicing Agreement; (v) does not permit the Sub‐Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust; (vi) does not permit the

      
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      Sub‐Servicer to modify any Mortgage Loan or Trust Subordinate Companion Loan unless and to the extent the Master Servicer or Special Servicer, as applicable,
        is permitted hereunder to modify such Mortgage Loan or Trust Subordinate Companion Loan; (vii) with respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an
        Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party and (viii) provides that the Sub‐Servicer shall be in default under the related Sub‐Servicing Agreement and such
        Sub‐Servicing Agreement shall be terminated (following the expiration of any applicable Grace Period) if the Sub‐Servicer fails (A) to deliver by the due date any Exchange Act reporting items required to be delivered to the Master Servicer under Article XI
        or under the Sub‐Servicing Agreement or to the master servicer under any other pooling and servicing agreement that the Depositor is a party to, or (B) to perform in any material respect any of its covenants or obligations contained in the
        Sub‐Servicing Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required for any party to this Agreement to perform its obligations under Article XI or under the Exchange Act reporting items required
        under any other pooling and servicing agreement that the Depositor is a party to[; and (x) provides that such Sub-Servicing Agreement shall be terminable if at any time the related Sub-Servicer is a Risk Retention Affiliate of the Third Party
        Purchaser if such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2)].  Any successor master servicer, special servicer [or operating advisor], as applicable, hereunder shall, upon becoming successor master servicer, special servicer [or
        operating advisor], as applicable, be assigned and may assume any Sub‐Servicing Agreements from the predecessor Master Servicer, Special Servicer [or Operating Advisor], as applicable (subject to Section 3.20(g) hereof).  In addition, each
        Sub‐Servicing Agreement entered into by the Master Servicer may but need not provide that the obligations of the Sub‐Servicer thereunder may terminate with respect to any Mortgage Loan or Trust Subordinate Companion Loan serviced thereunder at the
        time such Mortgage Loan or Trust Subordinate Companion Loan becomes a Specially Serviced Loan; provided, however, that the Sub‐Servicing Agreement may provide (if the Sub‐Servicing Agreement provides for Advances by the
        Sub‐Servicer, although it need not so provide) that the Sub‐Servicer will continue to make all Advances and calculations and prepare all reports required under the Sub‐Servicing Agreement with respect to Specially Serviced Loans and continue to
        collect its Primary Servicing Fees as if no Servicing Transfer Event had occurred and with respect to REO Properties (and the related REO Loans) as if no REO Acquisition had occurred and to render such incidental services with respect to such
        Specially Serviced Loans and REO Properties as are specifically provided for in such Sub‐Servicing Agreement.  The Master Servicer, Special Servicer [or Operating Advisor], as applicable, shall deliver to the Trustee copies of all Sub‐Servicing
        Agreements, and any amendments thereto and modifications thereof, entered into by it, in each case promptly upon its execution and delivery of such documents.  References in this Agreement to actions taken or to be taken by the Master Servicer
        include actions taken or to be taken by a Sub‐Servicer on behalf of the Master Servicer; and, in connection therewith, all amounts advanced by any Sub‐Servicer (if the Sub‐Servicing Agreement provides for Advances by the Sub‐Servicer, although it
        need not so provide) to satisfy the obligations of the Master Servicer hereunder to make Advances shall be deemed to have been advanced by the Master Servicer out of its own funds and, accordingly, in such event, such Advances shall be recoverable
        by such Sub‐Servicer in the same manner and out of the same funds as if such Sub‐Servicer were the Master Servicer, and, for so long as they are outstanding, such Advances shall accrue interest in accordance with

      
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      Section 3.03(d), such interest to be allocable between the Master Servicer and such Sub‐Servicer as may be provided (if at all) pursuant to the terms
        of the Sub‐Servicing Agreement.  For purposes of this Agreement, the Master Servicer shall be deemed to have received any payment when a Sub‐Servicer retained by it receives such payment.  The Master Servicer, Special Servicer [or Operating
        Advisor], as applicable, shall notify the Master Servicer or the Special Servicer, as applicable [(or, in the case of the Operating Advisor, both the Master Servicer and the Special Servicer)], the Trustee and the Depositor (and the Special
        Servicer shall notify the Operating Advisor) in writing promptly of the appointment by it of any Sub‐Servicer, except that the Master Servicer need not provide such notice as to the Initial Sub‐Servicing Agreements.

      (b)          Each Sub‐Servicer shall be
          authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to the extent necessary to ensure the enforceability of the related
          Mortgage Loans or Trust Subordinate Companion Loan or the compliance with its obligations under the Sub‐Servicing Agreement and the Master Servicer’s obligations under this Agreement.

      (c)          As part of its servicing
          activities hereunder, the Master Servicer for the benefit of the Trustee and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the performance and enforce the obligations of each
          Sub‐Servicer under the related Sub‐Servicing Agreement, except that the Master Servicer shall be required only to use reasonable efforts to cause any Initial Sub‐Servicer to comply with the requirements of Article XI hereof.  Such
          enforcement, including, without limitation, the legal prosecution of claims, termination of Sub‐Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in such form and carried out to
          such an extent and at such time as is in accordance with the Servicing Standard.  The Master Servicer shall have the right to remove a Sub‐Servicer retained by it in accordance with the terms of the related Sub‐Servicing Agreement.

      (d)          In the event the Trustee or
          its designee becomes successor master servicer and assumes the rights and obligations of the Master Servicer under any Sub‐Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party all documents and records
          relating to such Sub‐Servicing Agreement and the Mortgage Loans and, if applicable, the Companion Loans or the Trust Subordinate Companion Loan then being serviced thereunder and an accounting of amounts collected and held on behalf of it
          thereunder, and otherwise use reasonable efforts to effect the orderly and efficient transfer of the Sub‐Servicing Agreement to the assuming party.

      (e)          Notwithstanding the provisions
          of any Sub‐Servicing Agreement and this Section 3.20, except to the extent provided in Article XI with respect to the obligations of any Sub‐Servicer that is an Initial Sub‐Servicer, the Master Servicer shall remain obligated and
          responsible to the Trustee, the Special Servicer, holders of the Companion Loans serviced hereunder and the Certificateholders (including, with respect to the Trust AB Whole Loan, the Holders of the Class [LOAN-SPECIFIC] Certificates) for the
          performance of its obligations and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were servicing and administering the Mortgage Loans and the Trust
          Subordinate Companion Loan for which it is responsible, and the Master Servicer shall pay the fees of any Sub‐Servicer thereunder as and when due from its own funds.

      
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      In no event shall the Trust bear any termination fee required to be paid to any Sub‐Servicer as a result of such Sub‐Servicer’s termination under any
        Sub‐Servicing Agreement.

      (f)          The Trustee, upon the request
          of the Master Servicer, shall furnish to any Sub‐Servicer any documents necessary or appropriate to enable such Sub‐Servicer to carry out its servicing and administrative duties under any Sub‐Servicing Agreement.

      (g)          Each Sub‐Servicing Agreement
          shall provide that, in the event the Trustee or any other Person becomes successor master servicer, the Trustee or such successor master servicer shall have the right to terminate such Sub‐Servicing Agreement with or without cause and without a
          fee.  Notwithstanding the foregoing or any other contrary provision in this Agreement, the Trustee and any successor master servicer shall assume each Initial Sub‐Servicing Agreement and (i) the Initial Sub‐Servicer’s rights and obligations under
          the Initial Sub‐Servicing Agreement shall expressly survive a termination of the Master Servicer’s servicing rights under this Agreement; provided that the Initial Sub‐Servicing Agreement has not been terminated in accordance with its
          provisions; (ii) any successor master servicer, including, without limitation, the Trustee (if it assumes the servicing obligations of the Master Servicer) shall be deemed to automatically assume and agree to the then‐current Initial
          Sub‐Servicing Agreement without further action upon becoming the successor master servicer and (iii) this Agreement may not be modified in any manner which would increase the obligations or limit the rights of the Initial Sub‐Servicer hereunder
          and/or under the Initial Sub‐Servicing Agreement, without the prior written consent of the Initial Sub‐Servicer (which consent shall not be unreasonably withheld).

      (h)          With respect to Mortgage Loans
          and the Trust Subordinate Companion Loan subject to a Sub‐Servicing Agreement with the Master Servicer, the Special Servicer shall, upon request (such request to be made reasonably in advance as appropriate to the circumstances surrounding such
          request) of the related Sub‐Servicer, reasonably cooperate in delivering reports and information, including remittance information, and affording access to information to the related Sub‐Servicer that would be required to be delivered or
          afforded, as the case may be, to the Master Servicer pursuant to the terms hereof.

      (i)          Notwithstanding any other
          provision of this Agreement, the Special Servicer shall not enter into any Sub‐Servicing Agreement which provides for the performance by third parties of any or all of its obligations herein, without, with respect to a Mortgage Loan that is not
          an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Certificateholder, except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.

      Notwithstanding anything herein to the contrary, no Sub‐Servicer shall be permitted under any Sub‐Servicing Agreement to make material
        servicing decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan documents or Trust Subordinate Companion Loan documents, as applicable, without the consent of the Master
        Servicer or Special Servicer, as applicable.

      (j)          [Except with respect to an
          Initial Sub-Servicer, no party (other than the Special Servicer) shall enter into an agreement with a Sub-Servicer that is a Risk Retention

      
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      Affiliate of the Third Party Purchaser if such Sub-Servicer would be a servicer as contemplated by Item 1108(a)(2) of Regulation AB as a result of entering
        into such agreement with such Sub-Servicer.  Notwithstanding the preceding sentence, the parties to this Agreement, absent actual knowledge to the contrary, may conclusively rely upon a representation of any Initial Sub-Servicer that such
        Sub-Servicer is not, to its actual knowledge, a Risk Retention Affiliate of the Third Party Purchaser.  If at any time a party obtains actual knowledge that such Sub-Servicer is a servicer as contemplated by Item 1108(a)(2) and is a Risk Retention
        Affiliate of the Third Party Purchaser, such party shall terminate such Sub-Servicer in accordance with the Sub-Servicing Agreement.]

      Section 3.21          Interest Reserve
            Account.

      (a)          On the P&I Advance Date
          occurring in each February and in any January that occurs in a year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution Date), the Certificate Administrator, in respect of the Actual/360 Mortgage
          Loans (other than the Trust Subordinate Companion Loan), shall deposit into the Interest Reserve Account, an amount equal to one (1) day’s interest on the Stated Principal Balance of the Actual/360 Mortgage Loans as of the Due Date occurring in
          the month preceding the month in which P&I Advance Date occurs at the related Net Mortgage Rate, to the extent a full Periodic Payment or P&I Advance is made in respect thereof (all amounts so deposited in any consecutive February and
          January, “Withheld Amounts”).

      (b)          On each P&I Advance Date
          occurring in March (or February, if the related Distribution Date is the final Distribution Date), the Certificate Administrator shall withdraw, from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding January
          (if applicable) and February, if any, and deposit such amount into the Lower‐Tier REMIC Distribution Account.

      Section 3.22          Directing
            Certificateholder and Operating Advisor Contact with Master Servicer and Special Servicer.  Within a reasonable time upon request from the Directing Certificateholder or the Operating Advisor, as applicable, and no more often than on a
          monthly basis, each of the Master Servicer and the Special Servicer shall, without charge, and, at the Master Servicer’s or Special Servicer’s option, the execution of an Investor Certification satisfying the requirements of Section 3.13(f),
          make a knowledgeable Servicing Officer via telephone available to verbally answer questions from (a) ((i) prior to the occurrence of a Consultation Termination Event and (ii) other than with respect to any Excluded Loan) the Directing
          Certificateholder and (b) upon the occurrence and during the continuance of any Control Termination Event, the Operating Advisor (with respect to the Special Servicer only), regarding the performance and servicing of the Mortgage Loans, the Trust
          Subordinate Companion Loan and/or REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible.

      Section 3.23          Controlling Class
            Certificateholders and Directing Certificateholder; Certain Rights and Powers of Directing Certificateholder.  (a) Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to
          provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator, the Special Servicer and the Operating Advisor of

      
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      the transfer of any Certificate of a Controlling Class by delivering a notice to each such Person substantially in the form of Exhibit NN attached
        hereto, the selection of a Directing Certificateholder or the resignation or removal thereof.  The Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Master Servicer, the Special
        Servicer, the Certificate Administrator, the Trustee and the Operating Advisor when such Certificateholder is appointed Directing Certificateholder and when it is removed or resigns.  To the extent there is only one Controlling Class
        Certificateholder and it is also the Special Servicer, it shall be the Directing Certificateholder.

      On the Closing Date, the initial Directing Certificateholder shall execute and deliver to the parties to this Agreement a certification
        substantially in the form of Exhibit P-1G to this Agreement.  Upon the resignation or removal of the existing Directing Certificateholder, any successor Directing Certificateholder shall execute and deliver to the parties to this Agreement
        a certification substantially in the form of Exhibit P-1G to this Agreement to each of the addressees therein prior to being recognized as the new Directing Certificateholder.  In any case, such notification may be delivered via electronic
        mail.

      (b)          Once a Directing
          Certificateholder has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable) shall
          be entitled to rely on such selection unless the Controlling Class Certificateholders entitled to appoint the Directing Certificateholder, by Certificate Balance, or such Directing Certificateholder shall have notified the Master Servicer,
          Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and each other Controlling Class Certificateholder, in writing, of the resignation of such Directing Certificateholder or the selection of a new Directing
          Certificateholder.  Upon the resignation of a Directing Certificateholder, the Certificate Administrator shall request the Controlling Class Certificateholders to select a new Directing Certificateholder.  In the event that (i) the Master
          Servicer, the Certificate Administrator, the Special Servicer, the Trustee or the Operating Advisor receives written notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated and
          (ii) the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or a representative thereof) becomes the Directing Certificateholder pursuant to the proviso of the definition of
          “Directing Certificateholder,” then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) shall provide its name and address to the Certificate Administrator
          and notify the Master Servicer, the Certificate Administrator, the Special Servicer, the Trustee and the Operating Advisor that it is the new Directing Certificateholder; provided that the Master Servicer, the Certificate Administrator,
          the Special Servicer, the Trustee and the Operating Advisor shall be entitled to rely on the written notification provided by the purported Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling
          Class without independently verifying that such Controlling Class Certificateholder actually owns the largest aggregate Certificate Balance of the Controlling Class.

      (c)          Until it receives notice to
          the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee shall be

      
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      entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholder and the Directing Certificateholder.

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

      (e)          Upon request, the Certificate
          Administrator shall deliver to the Depositor, Trustee, the Special Servicer, the Operating Advisor, the Master Servicer and, prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, a list of each Controlling
          Class Certificateholder and the Subordinate Loan-Specific Directing Certificateholder as reflected in the Certificate Register, including names and addresses.  In addition to the foregoing, within five (5) Business Days of receiving notice of the
          selection of a new Directing Certificateholder or the existence of a new Controlling Class Certificateholder or Subordinate Loan-Specific Directing Certificateholder, the Certificate Administrator shall notify the Trustee, the Operating Advisor,
          the Master Servicer and the Special Servicer, and the Master Servicer shall notify each Non‐Serviced Trustee, Non‐Serviced Master Servicer, Non‐Serviced Special Servicer, Non‐Serviced Certificate Administrator and Non‐Serviced Operating Advisor. 
          Notwithstanding the foregoing, [DIRECTING CERTIFICATEHOLDER] shall be the initial Directing Certificateholder and shall remain so until a successor is appointed pursuant to the terms of this Agreement or until a Consultation Termination Event
          occurs.

      Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate
        Administrator and the Trustee shall be entitled to rely on the preceding sentence with respect to the identity of the Directing Certificateholder.

      (f)          If to the extent the
          Certificate Administrator determines that a Class of Book‐Entry Certificates is the Controlling Class, the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of the Class becoming the
          Controlling Class.

      (g)          Each Certificateholder
          acknowledges and agrees, by its acceptance of its Certificates, that:  (i) the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Directing
          Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Directing Certificateholder does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class;
          (iv) the Directing Certificateholder may take actions that favor interests of the Holders of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) the Directing Certificateholder shall have
          no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted, and no Certificateholder may take any action whatsoever against the Directing

      
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      Certificateholder or any director, officer, employee, agent or principal of the Directing Certificateholder for having so acted.

      (h)          (i) All requirements of the
          Master Servicer and the Special Servicer to provide notices, reports, statements or other information (including the access to information on a website) to the Directing Certificateholder contained in this Agreement shall (i) also apply to each
          Companion Holder with respect to information relating to the related Serviced AB Mortgage Loan or a Serviced Whole Loan, as applicable and (ii) also entitle the related Subordinate Loan–Specific Directing Certificateholder, at all times while the
          related Trust Subordinate Companion Loan is not subject to an AB Control Appraisal Period to receive such information with respect to the related Trust AB Mortgage Loan and the related Trust Subordinate Companion Loan, as applicable; provided,
          however, that neither the Master Servicer nor the Special Servicer shall provide information that comprises Privileged Information following the date upon which they receive notice that such Trust Subordinate Companion Loan is subject to
          an AB Control Appraisal Period, and thereafter the Master Servicer and the Special Servicer shall only be required to provide such Subordinate Loan–Specific Directing Certificateholder with such information as is expressly required to be
          delivered under the related Intercreditor Agreement; provided, however, that nothing in this subsection (h) shall in any way eliminate the obligation to deliver any information required to be delivered under the related
          Intercreditor Agreement.

      (i)          Until it receives notice to
          the contrary, each of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor shall be entitled to rely on the most recent notification with respect to the identity and contact information
          of the Controlling Class Certificateholder, the Directing Certificateholder, any AB Whole Loan Controlling Holder and the Subordinate Loan-Specific Directing Certificateholder.

      (j)          With respect to a Serviced
          Whole Loan or the Trust AB Whole Loan and any approval and consent rights in this Agreement with respect to such Serviced Whole Loan or Trust AB Whole Loan, the related Serviced Whole Loan Controlling Holder or Subordinate Loan-Specific Directing
          Certificateholder shall exercise such rights in accordance with the related Intercreditor Agreement.

      (k)          The Certificate Registrar
          shall determine which Class of Certificates is the then‐current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Certificate Administrator, Trustee, or any Certificateholder and provide such
          information to the requesting party.

      (l)          At any time that the
          Controlling Class Certificateholder is the holder of a majority of the Class [E] Certificates and the Class [E] Certificates are the Controlling Class, it may waive its right (a) to appoint the Directing Certificateholder and (b) to exercise any
          of the Directing Certificateholder’s rights under this Agreement by irrevocable written notice delivered to the Depositor, the Certificate Administrator (which shall be via email to [EMAIL ADDRESS]), the Master Servicer, the Special Servicer and
          the Operating Advisor.  Notwithstanding anything herein to the contrary, during such time as a Control Termination Event or Consultation Termination Event is in existence solely as a result of the operation of clause (ii) of the
          definition of “Control Termination Event” and clause (ii) of the definition of

      
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      “Consultation Termination Event,” such Control Termination Event or Consultation Termination Event shall be deemed to no longer be in existence and have not
        occurred with respect to any unaffiliated third party to whom the Controlling Class Certificateholder that irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder has sold or transferred all or a
        portion of its interest in the Class [E] Certificates if such unaffiliated third party holds the majority of the Controlling Class after giving effect to such transfer (the “Non-Waiving Successor”).  Following any such sale or transfer, the
        Non-Waiving Successor shall again have the rights of the Controlling Class Certificateholder as set forth herein (including the rights to appoint a Directing Certificateholder or cause the exercise of the rights of the Directing Certificateholder)
        without regard to any prior waiver by the predecessor Controlling Class Certificateholder.  The Non-Waiving Successor shall also have the right to exercise any of the rights of the Controlling Class Certificateholder.  No Non-Waiving Successor
        described above shall have any consent rights with respect to any Mortgage Loan or Trust Subordinate Companion Loan that became a Specially Serviced Loan prior to the sale or transfer of the Class [E] Certificates to the Non-Waiving Successor and
        had not also become a Corrected Loan prior to such sale or transfer until such time as such Mortgage Loan or Trust Subordinate Companion Loan becomes a Corrected Loan.

      (m)          Promptly upon its
          determination of a change in the Controlling Class, the Certificate Administrator shall (i) include on its statement made available pursuant to Section 4.02(a) of this Agreement the identity of the new Controlling Class and (ii) provide
          to the Master Servicer, the Special Servicer and the Operating Advisor notice of such event and the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from DTC being an expense
          of the Trust).  The Certificate Administrator shall notify the Operating Advisor and the Special Servicer within ten (10) Business Days of the existence or cessation of (i) any Control Termination Event or (ii) any Consultation Termination
          Event.  Upon the Certificate Administrator’s determination that a Control Termination Event or a Consultation Termination Event has occurred or is terminated, the Certificate Administrator shall, within ten (10) Business Days, post a “special
          notice” on the Certificate Administrator’s Website pursuant to this provision.

      In the event that a Control Termination Event has occurred due to a reduction of the Certificate Balance of the Class [E] Certificates
        (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class in accordance with Section 4.05(a) hereof) to less than 25% of the Original Certificate Balance
        thereof, such special notice shall state “A Control Termination Event has occurred due to the reduction of the Certificate Balance of the Class [E] Certificates to less than 25% of the Original Certificate Balance thereof.”

      In the event that a Control Termination Event or Consultation Termination Event has occurred due to the irrevocable waiver by a Class [E]
        Certificateholder who has become the Controlling Class Certificateholder of its right to appoint a Directing Certificateholder or to exercise any of the rights of the Controlling Class Certificateholder, such special notice shall state “A Control
        Termination Event and a Consultation Termination Event has occurred due to the irrevocable waiver by the Controlling Class Certificateholder of its rights as Controlling Class Certificateholder.”

      
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      In the event that a Consultation Termination Event has occurred due to the reduction of each Class of Control Eligible Certificates below
        25% of its Original Certificate Balance, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts, such special notice shall state: “A Consultation Termination Event has occurred because no Class of Control
        Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the Original Certificate Balance of that Class, in each case without regard to the application of any Cumulative Appraisal Reduction Amounts.”

      In the event of any transfer of a Class [E] Certificate, and upon notice to the Certificate Administrator in the form of Exhibit NN
        that results in a termination of a Control Termination Event or a Consultation Termination Event, such “special notice” shall state: “A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in effect due
        to a transfer of a majority interest of the Controlling Class certificates to an unaffiliated third party which has terminated any waiver by the prior Holder.”

      Section 3.24          Intercreditor
            Agreements.  (a) Each of the Master Servicer and Special Servicer acknowledges and agrees that each Serviced Whole Loan and Trust AB Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the
          terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan, Trust AB Whole Loan and each Mortgage Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this
          Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in the event of any conflict between the provisions of this Agreement and the
          related Intercreditor Agreement, the related Intercreditor Agreement shall govern.  Notwithstanding anything herein to the contrary, each of the Master Servicer and Special Servicer agrees not to take any action with respect to a Serviced Whole
          Loan, the Trust AB Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property without the prior consent of the related Companion Holder, related Subordinate Loan-Specific Directing Certificateholder or mezzanine lender,
          as applicable, to the extent that the related Intercreditor Agreement provides that such Companion Holder, holder of the related Trust Subordinate Companion Loan or mezzanine lender, as applicable, is required or permitted to consent to such
          action.  Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder, the Subordinate Loan-Specific Directing Certificateholder and each mezzanine lender or its respective designee has the right to purchase
          the related Mortgage Loan pursuant to the terms and conditions of this Agreement and the related Intercreditor Agreement to the extent provided for therein.  Each of the Master Servicer and the Special Servicer further acknowledges and agrees
          that any AB Whole Loan Controlling Holder or the Subordinate Loan-Specific Directing Certificateholder, as applicable, will have the right to replace the Special Servicer solely with respect to the related Serviced AB Whole Loan or Trust AB Whole
          Loan, as applicable, to the extent provided for herein and in the related Intercreditor Agreement.

      (b)          Neither the Master Servicer
          nor the Special Servicer shall have any liability for any cost, claim or damage that arises from any entitlement in favor of a Companion Holder, a Subordinate Loan-Specific Directing Certificateholder or a mezzanine lender under the related
          Intercreditor Agreement or conflict between the terms of this Agreement and the terms of such Intercreditor Agreement.  Notwithstanding any provision of any Intercreditor Agreement

      
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      that may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a Companion Holder, a Subordinate
        Loan-Specific Directing Certificateholder or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any instruction or direction the compliance with which requires an Advance that constitutes or
        would constitute a Nonrecoverable Advance.  In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the Master Servicer or Special Servicer for its own account without
        reimbursement.  In no event shall the Master Servicer or the Special Servicer be required to consult with or obtain the consent of any Companion Holder, Subordinate Loan-Specific Directing Certificateholder or a mezzanine lender unless such
        Companion Holder, Subordinate Loan-Specific Directing Certificateholder or mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement (upon which notice each of the parties to this
        Agreement shall be conclusively entitled to rely).  As of the Closing Date, the contact information for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement.  The Certificate Administrator shall, upon
        request, deliver contact information to the Master Servicer and Special Servicer for holders of the Class [LOAN-SPECIFIC] Certificates.  In no event shall the Master Servicer or the Special Servicer, as applicable, be required to consult with or
        obtain the consent of a new Directing Certificateholder, a new Controlling Class Certificateholder or a new Subordinate Loan-Specific Directing Certificateholder unless the Certificate Administrator has delivered notice to the Master Servicer or
        the Special Servicer, as applicable, as required under Section 3.23(e) or the Master Servicer or Special Servicer, as applicable, have actual knowledge of the identity and contact information of a new Directing Certificateholder, a new
        Controlling Class Certificateholder or a new Subordinate Loan-Specific Directing Certificateholder.

      (c)          No direction or disapproval of
          the Companion Holders, the Subordinate Loan-Specific Directing Certificateholder or any mezzanine lender shall (a) require or cause the Master Servicer or Special Servicer to violate the terms of a Mortgage Loan or Serviced Companion Loan,
          applicable law or any provision of this Agreement, including the Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the status of the
          Grantor Trust as a grantor trust, (b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions or (c) materially expand the scope of the Special Servicer’s, Trustee’s, the Certificate
          Administrator’s or the Master Servicer’s responsibilities under this Agreement.

      (d)          With respect to any Serviced
          Pari Passu Companion Loan, notwithstanding any rights the Operating Advisor or the Directing Certificateholder hereunder may have to consult with respect to any action or other matter with respect to the servicing of such Companion Loan, to the
          extent the related Intercreditor Agreement provides that such right is exercisable by the related Companion Holder or is exercisable in conjunction with any related Companion Holder, the Directing Certificateholder shall not be permitted to
          exercise such right or, to the extent provided in the related Intercreditor Agreement, shall be required to exercise such right in conjunction with the related Companion Holder, as applicable (except to the extent that the Directing
          Certificateholder is the related Serviced Whole Loan Controlling Holder).  Additionally, notwithstanding anything herein to the contrary, the Master Servicer or Special Servicer, as applicable, shall consult, seek the approval or obtain the
          consent of the holder of any

      
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      Serviced Companion Loan with respect to any matters with respect to the servicing of such Companion Loan to the extent required under related Intercreditor
        Agreement and shall not take such actions requiring consent of the related Companion Holder without such consent.  In addition, notwithstanding anything herein to the contrary, the Master Servicer or Special Servicer, as applicable, shall deliver
        reports and notices to the related Companion Holder as required under the Intercreditor Agreement.

      (e)          Notwithstanding anything
          herein to the contrary, the Special Servicer shall be required (i) to provide copies of any notice, information and report that it is required to provide to the Controlling Class Certificateholder pursuant to this Agreement with respect to any
          Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, to the related Companion Holder, within the same time frame it is required to provide to the Controlling Class
          Certificateholder (for this purpose, without regard to whether such items are actually required to be provided to the Controlling Class Certificateholder under this Agreement due to the occurrence of a Control Termination Event or a Consultation
          Termination Event) and (ii) to consult with any related Companion Holder on a strictly non-binding basis, to the extent having received such notices, information and reports, such related Companion Holder requests consultation with respect to any
          such Major Decisions or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, and consider alternative actions recommended by such related Companion Holder; provided that after
          the expiration of a period of ten (10) Business Days from the delivery to such related Companion Holder by the Special Servicer of written notice of a proposed action, together with copies of the notice, information and report required to be
          provided to the Controlling Class Certificateholder, the Special Servicer shall no longer be obligated to consult with such related Companion Holder, whether or not such related Companion Holder has responded within such ten (10) Business Day
          period (unless, the Special Servicer proposes a new course of action that is materially different from the action previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal
          and delivery of all information relating thereto).  Notwithstanding the consultation rights of the related Companion Holder set forth in the immediately preceding sentence, the Special Servicer may make any Major Decision or take any action set
          forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if the Special Servicer determines that immediate action with respect thereto is necessary to protect the interests of the
          Certificateholders and the related Companion Holder.  In no event shall the Special Servicer be obligated at any time to follow or take any alternative actions recommended by the related Companion Holder.

      (f)          In addition to the
          consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately preceding paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the Master Servicer
          or Special Servicer, as applicable) annual meetings with the Master Servicer or the Special Servicer at the offices of the Master Servicer or Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master
          Servicer or Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.

      (g)          With respect to any Serviced
          Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related Intercreditor Agreement such that the monthly

      
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      remittance to the holder of the related Companion Loan is required earlier than two (2) Business Days after receipt by the Master Servicer of the related
        Periodic Payment without the consent of the Master Servicer.

      Section 3.25          Rating Agency
            Confirmation.  (a) Notwithstanding the terms of any related Mortgage Loan documents or Trust Subordinate Companion Loan documents or other provisions of this Agreement, if any action under any Mortgage Loan documents or Trust Subordinate
          Companion Loan documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “RAC Requesting Party”) required to obtain such Rating Agency Confirmation from each Rating Agency
          has made a request to any Rating Agency for such Rating Agency Confirmation and, within ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g‐5 Information Provider’s Website, such Rating Agency has not replied
          to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall be required to confirm (through
          direct communication and not by posting any confirmation on the 17g‐5 Information Provider’s Website) that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating
          Agency Confirmation again.  The circumstances described in the preceding sentence are referred to in this Agreement as a “RAC No‐Response Scenario.”

      If there is no response to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC
        No‐Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any
        Mortgage Loan or Trust Subordinate Companion Loan document requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage Loans and the Trust Subordinate Companion Loan
        (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency and the Master Servicer or the
        Special Servicer, as the case may be, may then take such action if the Master Servicer or the Special Servicer, as applicable, confirms its original determination (made prior to making such request) that taking the action with respect to which it
        requested the Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to a replacement of the Master Servicer or Special Servicer, such condition shall be deemed not to apply (as if such requirement
        did not exist) if (i) [RA1] has not cited servicing concerns of the applicable replacement as the sole or a material factor in such rating action or any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in
        contemplation of a rating downgrade or withdrawal) of securities in a transaction serviced by the applicable replacement master servicer or special servicer prior to the time of determination, if [RA1] is the non-responding Rating Agency, (ii) the
        applicable replacement master servicer or special servicer is rated at least “[___]” (in the case of the master servicer) or “[___]” (in the case of the special servicer), if [RA2] is the non-responding Rating Agency or (iii) [RA3] has not cited
        servicing concerns of the applicable replacement master servicer or special servicer as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a rating
        downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization

      
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      transaction serviced by the applicable replacement master servicer or special servicer prior to the time of determination, if [RA3] is the non-responding
        Rating Agency.

      Any Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable,
        pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back‐up material necessary for the Rating Agency to process such
        request.  Such written Rating Agency Confirmation request shall be provided in electronic format to the 17g‐5 Information Provider, and the 17g‐5 Information Provider shall post such request on the 17g‐5 Information Provider’s Website in accordance
        with Section 3.13(c).

      Promptly following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.25(a)
        following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist), the Master Servicer or Special Servicer, as applicable, shall provide electronic written notice to the 17g‐5
        Information Provider of the action taken for the particular item at such time, and the 17g‐5 Information Provider shall promptly post such notice on the 17g‐5 Information Provider’s Website in accordance with Section 3.13(c).

      (b)          Notwithstanding anything in
          this Section 3.25 to the contrary, for purposes of the provisions of any Mortgage Loan document or Trust Subordinate Companion Loan document relating to defeasance (including without limitation the type of collateral acceptable for use as
          defeasance collateral) or release or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents or Trust Subordinate Companion Loan documents for which the Master Servicer or Special Servicer would
          have been permitted to waive obtaining such Rating Agency Confirmation pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement did not exist).

      (c)          For all other matters or
          actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting Party shall deliver Rating Agency Confirmation from each Rating Agency.

      Section 3.26          The Operating
            Advisor.  (a) The Operating Advisor shall promptly review (i) all information made available to Privileged Persons on the Certificate Administrator’s Website (A) that relates to any Specially Serviced Loan, and (B) that is contained in the
          CREFC® Servicer Watch List prepared by the Master Servicer; and (ii) each Final Asset Status Report delivered to the Operating Advisor by the Special Servicer.

      (b)          The Operating Advisor and its
          Affiliates will be obligated to keep confidential any Privileged Information received from the Special Servicer or Directing Certificateholder in connection with the Directing Certificateholder’s exercise of its rights under this Agreement
          (including, without limitation, in connection with the review and/or approval of any Asset Status Report), subject to any Privileged Information Exception or law, rule, regulation, order, judgment or decree requiring the disclosure of such
          Privileged Information.  Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating Advisor agrees that it shall use information received from the Special Servicer

      
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      pursuant to the terms of this Agreement solely for purposes of complying with its duties and obligations hereunder.

      (c)          (i)  After the occurrence and
          during the continuance of a Control Termination Event [APPLICABLE TO OFFERINGS OTHER THAN OFFERINGS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASE OF HORIZONTAL RESIDUAL INTEREST] [Operating Advisor Consultation Event
          [APPLICABLE TO OFFERINGS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST], based on the Operating Advisor’s review of any assessment of compliance report, attestation report, Asset Status
          Report and other information (other than any communications between the Directing Certificateholder and the Special Servicer that would be Privileged Information) delivered to the Operating Advisor by the Special Servicer [or made available to
          the Operating Advisor on the Certificate Administrator’s Website] [APPLICABLE TO OFFERINGS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASE OF HORIZONTAL RESIDUAL INTEREST], including each Asset Status Report delivered during
          the prior calendar year, the Operating Advisor shall (if any Mortgage Loans (or Trust Subordinate Companion Loan, if applicable) were Specially Serviced Loans during the prior calendar year) deliver to the Trustee, the Master Servicer, the
          Special Servicer, the Rating Agencies, the Certificate Administrator and the 17g‐5 Information Provider within one hundred‐twenty (120) days of the end of the prior calendar year [for which a Control Termination Event was continuing as of
          December 31][EXCLUDE FOR TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASE OF HORIZONTAL RESIDUAL INTEREST], an annual report (the “Operating Advisor Annual Report”), substantially in the form of Exhibit V
          (which form may be modified or altered as to either its organization or content by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions herein relating
          to Privileged Information; provided, however, that in no event shall the information or any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement), setting forth [the Operating
          Advisor’s assessment of the 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 Loans that the Special
          Servicer is responsible for servicing under this Agreement][FOR TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH  THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST THE PRIOR LANGUAGE WILL BE UPDATED TO REFLECT ANY CHANGES
          NEGOTIATED WITH THE OPERATING ADVISOR SO THAT THE SCOPE OF THE OPERATING ADVISOR’S REVIEW WILL SATISFY APPLICABLE RISK RETENTION REGULATIONS]; provided, further, however, that in the event the Special Servicer is replaced,
          the Operating Advisor Annual Report shall only relate to the special servicer that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such Operating Advisor Annual
          Report; provided, further, that the Operating Advisor shall prepare a separate Operating Advisor Annual Report relating to each Excluded Special Servicer and any Excluded Special Servicer Loan(s) serviced by such Excluded Special
          Servicer.  [Notwithstanding the foregoing, with respect to any Serviced AB Whole Loan or Trust AB Whole Loan, no Operating Advisor Annual Report will be permitted to include an assessment of the Special Servicer’s performance in respect of such
          Serviced AB Whole Loan or Trust AB

      
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      Whole Loan until after the occurrence and during the continuance of an AB Control Appraisal Period under the related Intercreditor Agreement.][EXCLUDE FOR
        TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASE OF HORIZONTAL RESIDUAL INTEREST]  Subject to the restrictions in this Agreement, including, without limitation, Section 3.26(d) hereof, each such Operating
        Advisor Annual Report shall [(A) identify any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of Specially Serviced Loans or REO
        Properties that the Special Servicer is responsible for servicing under this Agreement (other than with respect to any REO Property related to a Non‐Serviced Mortgage Loan) and (B) comply with all of the confidentiality requirements described in
        this Agreement regarding Privileged Information (subject to any permitted exceptions).]][FOR TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASE OF HORIZONTAL RESIDUAL INTEREST THE PRIOR LANGUAGE WILL BE UPDATED TO
        REFLECT ANY CHANGES NEGOTIATED WITH THE OPERATING ADVISOR SO THAT THE SCOPE OF THE OPERATING ADVISOR’S REVIEWER WILL SATISFY APPLICABLE RISK RETENTION REGULATIONS]  Such Operating Advisor Annual Report shall be delivered to the Certificate
        Administrator (which shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website in accordance with Section 3.13(b)) and the 17g‐5 Information Provider (which shall promptly post such Operating
        Advisor Annual Report on the 17g‐5 Information Provider’s Website in accordance with Section 3.13(c)); provided, however, that the Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report
        at least five (5) Business Days prior to its delivery to the Certificate Administrator and the 17g‐5 Information Provider.  The Operating Advisor shall have no obligation to adopt any comments to the Operating Advisor Annual Report that are
        provided by the Special Servicer.  [Only as used in this Section 3.26 in connection with the Operating Advisor Annual Report, the term “platform-level basis” refers to the Special Servicer’s performance of its duties as they relate to the
        resolution and liquidation of Specially Serviced 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 Operating Advisor of any assessment of compliance report, attestation report, Asset Status Report and other information delivered to the Operating Advisor by the Special Servicer (other than any communications
        between the Directing Certificateholder and the Special Servicer that would be Privileged Information) pursuant to this Agreement.][FOR TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASE OF HORIZONTAL RESIDUAL
        INTEREST THE PRIOR LANGUAGE WILL BE UPDATED TO REFLECT ANY CHANGES NEGOTIATED WITH THE OPERATING ADVISOR SO THAT THE SCOPE OF THE OPERATING ADVISOR’S REVIEW WILL SATISFY APPLICABLE RISK RETENTION REGULATIONS]

      
        

        

        
          (ii) In the event the Operating Advisor’s ability to perform its obligations in respect of the
            Operating Advisor Annual Report is limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating Advisor or because such information is inaccurate or incomplete, the Operating
            Advisor shall set forth such limitations or prohibitions in the related Operating Advisor Annual Report.  The Operating Advisor shall be entitled to rely on the accuracy and

        

      

      
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      completeness of any information it is provided without liability for any such reliance hereunder.

      (d)          [Prior to the occurrence and
          continuance of a Control Termination Event (or, with respect to a Serviced AB Whole Loan or Trust AB Whole Loan, prior to the occurrence and continuance of both a Control Termination Event and a related AB Control Appraisal Period), the Special
          Servicer will forward any Appraisal Reduction Amount and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan to
          the Operating Advisor after such calculations have been finalized.  The Operating Advisor shall review such calculations but shall not opine on or take any affirmative action with respect to such Appraisal Reduction Amount calculations and/or net
          present value calculations (except that if the Operating Advisor discovers a mathematical error contained in such calculations, then the Operating Advisor shall notify the Special Servicer and the Directing Certificateholder of such
          error).][EXCLUDE FOR TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH  THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]

      (e)          (i)  [After the occurrence and
          during the continuance of a Control Termination Event, and with respect to any Serviced AB Whole Loan or Trust AB Whole Loan, after the occurrence and during the continuance of both a Control Termination Event and an AB Control Appraisal
          Period][EXCLUDE FOR TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH  THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST], after the calculation but prior to the utilization by the Special Servicer of any of the calculations
          related to (i) Appraisal Reduction Amounts (if the Special Servicer has calculated any such Appraisal Reduction Amount) or (ii) net present value in accordance with Section 1.02(iv), the Special Servicer shall forward such calculations,
          together with any supporting material or additional information necessary in support thereof (including such additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations,[ but not
          including any Privileged Communications]), to the Operating Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations, and the Operating Advisor shall promptly, but no later than three (3) Business
          Days after receipt of such calculations and any supporting or additional materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non‐discretionary portion of the applicable formulas
          required to be utilized in connection with any such calculation.

      
        

        

        
          (ii) In connection with this Section 3.26(e), in the event the Operating Advisor does
            not agree with the mathematical calculations of the Appraisal Reduction Amount (as calculated by the Special Servicer) or net present value or the application of the applicable non‐discretionary portions of the formula required to be utilized
            for such calculation, the Operating Advisor and Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non‐discretionary portions of the related formula in
            arriving at those mathematical calculations or any disagreement within five (5) Business Days of delivery of such calculations.  The Master Servicer shall cooperate with the Special Servicer and provide any information reasonably requested by
            the Special Servicer necessary for the

        

      

      
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      calculation of the Appraisal Reduction Amount that is in the Master Servicer’s possession or reasonably obtainable by the Master Servicer. 
        In the event the Operating Advisor and the Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator
        of such disagreement and the Certificate Administrator shall examine the calculations and supporting materials provided by the Operating Advisor and the Special Servicer and determine which calculation is to apply (and shall provide prompt written
        notice of such determination to the Operating Advisor and the Special Servicer).

      
        

        

        
          (iii) Notwithstanding the foregoing, the consultation duties of the Operating Advisor set
            forth in this Agreement shall not be permitted to be exercised by the Operating Advisor with respect to any Serviced AB Whole Loan or Trust AB Whole Loan until after the occurrence and during the continuance of both a Control Termination Event
            and a related AB Control Appraisal Period.  [EXCLUDE FOR TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH  THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]

        

      

      (f)          Notwithstanding the foregoing,
          prior to the occurrence and continuance of a Control Termination Event, the Operating Advisor will be limited to an after-the-action review of any assessment of compliance, attestation report, Final Asset Status Report and other information
          delivered to the Operating Advisor by the applicable Special Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s Website during the prior calendar year (together with any additional information and
          material reviewed by the Operating Advisor), and, therefore, it shall have no specific involvement with respect to collateral substitutions, assignments, workouts, modifications, consents, waivers, lockbox management, insurance policies, borrower
          substitutions, lease changes, additional borrower debt, defeasances, property management changes, releases from escrow, assumptions and other similar actions that such Special Servicer may perform under this Agreement.

      (g)          The Operating Advisor and its
          Affiliates shall keep all information appropriately labeled as “Privileged Information” and any information that appears on its face to be Privileged Information confidential and shall not disclose such information to any other Person (including
          any Certificateholders other than the Directing Certificateholder), other than to a party hereto, to the extent expressly set forth herein with a notice indicating that such information is Privileged Information or pursuant to a Privileged
          Information Exception.  Each party to this Agreement that receives Privileged Information shall not disclose such Privileged Information to any other Person without the prior written consent of the Special Servicer and, unless a Consultation
          Termination Event has occurred, the Directing Certificateholder (with respect to any Mortgage Loan other than any Non‐Serviced Mortgage Loan and any Excluded Loan) other than pursuant to a Privileged Information Exception.  Notwithstanding the
          foregoing, the Operating Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating Advisor that agree in writing to be bound by the same confidentiality provisions applicable to the
          Operating Advisor.

      (h)          Subject to the requirements of
          confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged Information), the Operating

      
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      Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance with the terms of Section 4.07(a).

      (i)          As compensation for its
          activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each Distribution Date with respect to each Mortgage Loan (including the Serviced Mortgage Loans and the Non‐Serviced Mortgage Loans but not any
          Companion Loan), each REO Loan and Trust Subordinate Companion Loan.  As to each Mortgage Loan, each REO Loan and Trust Subordinate Companion Loan, the Operating Advisor Fee shall accrue from time to time at the Operating Advisor Fee Rate and
          shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan, REO Loan or Trust Subordinate Companion Loan, as the case may be, and in the same manner as interest is calculated on the related Mortgage Loan, REO Loan or
          Trust Subordinate Companion Loan, as the case may be, and, in connection with any partial month interest payment, for the same period respecting which any related interest payment due on the related Mortgage Loan or Trust Subordinate Companion
          Loan or deemed to be due on such REO Loan is computed.

      The Operating Advisor shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 6.04(a)
        and/or 6.04(b) hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.05(a).  Each successor Operating Advisor shall be required to acknowledge and agree to the terms of the
        preceding sentence.

      In addition, the Operating Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which
        the Operating Advisor has consultation obligations hereunder.  The Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection Account as provided in Section 3.05(a)(ii) of this Agreement, but only to the
        extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor.  When the Operating Advisor has consultation obligations with respect to a Major Decision under this Agreement, the Master Servicer or the Special
        Servicer, as applicable, shall use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision, but only to the
        extent not prohibited by the related Mortgage Loan or Trust Subordinate Companion Loan documents.  The Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related
        Mortgagor if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer or the Special Servicer take any enforcement action with respect to the collection of such Operating
        Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction. 
        Notwithstanding the foregoing, the Operating Advisor shall have no obligations or consultation rights as Operating Advisor with respect to: (i) any Non‐Serviced Whole Loan or any related REO Property or (ii) with respect to a Serviced AB Whole
        Loan, prior to the occurrence and continuance of [both] an AB Control Appraisal Period [and a Control Termination Event]; provided, further, that the Operating Advisor shall not be entitled to an Operating Advisor Consulting Fee
        with respect to any Non‐Serviced Whole Loan.

      
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      (j)          After the occurrence of a
          Consultation Termination Event, the Operating Advisor may be removed upon (i) the written direction of Holders of Certificates evidencing not less than [25]% of the aggregate Certificate Balance of all Classes of Principal Balance Certificates
          (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable) requesting a vote to replace the Operating Advisor with a
          replacement Operating Advisor selected by such Certificateholders (provided that the proposed replacement Operating Advisor is an Eligible Operating Advisor), (ii) payment by such requesting Holders to the Certificate Administrator of all
          reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (iii) receipt by the Trustee and the Certificate Administrator of Rating Agency Confirmation from each Rating Agency
          (which confirmations will be obtained by the Certificate Administrator at the expense of such Holders and will not constitute an additional expense of the Trust).  The Certificate Administrator shall promptly provide written notice to all
          Certificateholders of such request by posting such notice on the Certificate Administrator’s Website in accordance with Section 3.13(b), and concurrently by mail, and conduct the solicitation of votes of all Certificates in such regard. 
          Upon the vote or written direction of Holders of a majority of the aggregate Certificate Balance of all Classes of Principal Balance Certificates (taking into account the application of Appraisal Reduction Amounts to notionally reduce the
          Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable), the Trustee shall immediately replace the Operating Advisor with the replacement Operating Advisor.

      (k)          After the occurrence of an
          Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce
          the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided that no such
          termination shall be effective until a successor Operating Advisor has been appointed and has assumed all of the obligations of the Operating Advisor under this Agreement.  The Trustee may rely on a certification by the replacement Operating
          Advisor that it is an Eligible Operating Advisor.  Upon any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee will, as soon as possible, be required to give written notice of the termination
          and appointment to the Special Servicer, the Master Servicer, the Certificate Administrator, the 17g-5 Information Provider, the Depositor, the Directing Certificateholder (but only if no [Control Termination Event][Operating Advisor Consultation
          Event] or Consultation Termination Event has occurred), any Companion Holder and the Certificateholders.  [Notwithstanding the foregoing, if the Trustee is unable to find a successor operating advisor within thirty (30) days of the termination of
          the Operating Advisor, the Depositor shall be permitted to find a replacement.  The Trustee shall not be liable for any failure to identify and appoint a successor operating advisor so long as the Trustee uses commercially reasonable efforts to
          conduct a search for a successor operating advisor and such failure is not a result of the Trustee’s negligence, bad faith or willful misconduct in the performance of its obligations hereunder.]

      (l)          [The holders of certificates
          representing at least [__]% of the Voting Rights affected by any Operating Advisor Termination Event hereunder may waive such

      
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      Operating Advisor Termination Event within twenty (20) days of the receipt of notice from the Certificate Administrator of the occurrence of such Operating
        Advisor Termination Event.  Upon any such waiver of an Operating Advisor Termination Event, such Operating Advisor Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder.  Upon any such waiver
        of an Operating Advisor Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such
        Operating Advisor Termination Event prior to such waiver from the Trust.]

      (m)          Prior to the occurrence and
          continuance of a Control Termination Event, the Directing Certificateholder shall have the right to consent, such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed
          pursuant to this Section 3.26; provided, further, that such consent will be deemed to have been granted if no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the
          request for consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.

      (n)          The Operating Advisor may
          resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer
          and the Directing Certificateholder, if applicable, and (b) upon the appointment of, and the acceptance of such appointment by, a successor Operating Advisor that is an Eligible Operating Advisor and receipt by the Trustee of Rating Agency
          Confirmation from each Rating Agency.  If no successor operating advisor has been so appointed and accepted the appointment within thirty (30) days after the notice of resignation, the resigning Operating Advisor may petition any court of
          competent jurisdiction for the appointment of a successor operating advisor that is an Eligible Operating Advisor.  No such resignation by the Operating Advisor shall become effective until the replacement Operating Advisor shall have assumed the
          resigning Operating Advisor’s responsibilities and obligations.  The resigning Operating Advisor shall pay all costs and expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer
          of its duties pursuant to this Section 3.26.

      (o)          [In the event there are no
          Classes of Certificates outstanding other than the Control Eligible Certificates and the Class [R] Certificates, then all of the rights and obligations of the Operating Advisor shall terminate without payment of any termination fee (other than
          any rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and other than indemnification rights arising out of events occurring prior to such termination).  In connection with any
          termination pursuant to this Section 3.26(o), no successor Operating Advisor shall be appointed.  Upon receipt of written notice of such acts by a Responsible Officer of the Trustee, the Trustee shall provide the Operating Advisor with
          prompt notice upon its termination pursuant to this Section 3.26(o).][EXCLUDE FOR TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH  THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]

      (p)          In the event the Operating
          Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued and unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor

      
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      Expenses pursuant to Section 3.26(i) and shall also remain entitled to any rights of indemnification provided hereunder.

      (q)          The parties hereto agree, and
          the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that (i) subject to Section 6.04, the Operating Advisor shall have no liability to any Certificateholder for any actions taken or for
          refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty
          except with respect to its specific obligations under this Agreement, and shall have no duty to any particular class of Certificates or particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment adviser”
          within the meaning of the Investment Advisers Act of 1940, as amended.

      (r)          Neither the Operating Advisor
          nor any of its Affiliates shall make any investment in any Class of Certificates; provided, however, that such prohibition shall not apply to (i) riskless principal transactions effected by a broker‐dealer Affiliate of the
          Operating Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the Operating Advisor under
          this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from gaining access to information regarding the Trust and the Operating Advisor and its personnel from gaining
          access to such Affiliate’s information regarding its investment activities.

      (s)          [The Operating Advisor shall
          have the right to resign without cost or expense on or after the first Distribution Date on which the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than 1.0% of the aggregate
          Cut-off Date Balance of the Mortgage Loans as set forth in the Preliminary Statement hereto.  The Operating Advisor shall provide all of the parties to this Agreement and the Directing Certificateholder thirty (30) days prior written notice of
          any such resignation pursuant to this Section 3.26(s).  If the Operating Advisor resigns pursuant to this Section 3.26(s), then no replacement operating advisor shall be appointed.  The resigning Operating Advisor shall be
          entitled, and subject, to any rights and obligations that accrued under this Agreement prior to the date of any such resignation (including accrued and unpaid compensation) and any indemnifications rights arising out of events occurring prior to
          such resignation.  [EXCLUDE FOR TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASE OF HORIZONTAL RESIDUAL INTEREST]]

      (t)          With respect to the
          determination of whether a Control Termination Event or Consultation Termination Event has occurred and is continuing, or has terminated, the Operating Advisor shall be entitled to rely solely on its receipt from the Certificate Administrator of
          notice thereof pursuant to Section 3.26(m) of this Agreement, and, with respect to any obligations of the Operating Advisor that are performed only after the occurrence and continuance of a Control Termination Event or Consultation
          Termination Event, the Operating Advisor shall have no obligation to perform any such duties until the receipt of such notice.

      
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      Section 3.27          Companion Paying
            Agent.  (a) With respect to each of the Serviced Companion Loans, the Master Servicer shall be the Companion Paying Agent hereunder.  The Companion Paying Agent undertakes to perform such duties and only such duties as are specifically set
          forth in this Agreement.

      (b)          No provision of this Agreement
          shall be construed to relieve the Companion Paying Agent from liability for its negligent failure to act, bad faith or its own willful misfeasance; provided, however, that the duties and obligations of the Companion Paying Agent
          shall be determined solely by the express provisions of this Agreement.  The Companion Paying Agent shall not be liable except for the performance of such duties and obligations, no implied covenants or obligations shall be read into this
          Agreement against the Companion Paying Agent.  In the absence of bad faith on the part of the Companion Paying Agent, the Companion Paying Agent may conclusively rely, as to the truth and correctness of the statements or conclusions expressed
          therein, upon any resolutions, certificates, statements, opinions, reports, documents, orders or other instrument furnished to the Companion Paying Agent by any Person and which on their face do not contradict the requirements of this Agreement.

      (c)          In the case of each of the
          Serviced Companion Loans, upon the resignation or removal of the Master Servicer pursuant to Article VII of this Agreement, the Master Servicer, as the Companion Paying Agent, shall be deemed simultaneously to resign or be removed.

      (d)          This Section 3.27
          shall survive the termination of this Agreement or the resignation or removal of the Companion Paying Agent, as regards to rights accrued prior to such resignation or removal.

      Section 3.28          Companion Register. 






          The Companion Paying Agent shall maintain a register (the “Companion Register”) with respect to each Serviced Companion Loan on which it will record the names and address of, and wire transfer instructions for, the Companion Holders from
          time to time, to the extent such information is provided in writing to it by each Companion Holder.  The initial Companion Holders, along with their respective name and address, are listed on Exhibit S hereto.  In the event a Companion
          Holder transfers a Companion Loan without notice to the Companion Paying Agent, the Companion Paying Agent shall have no liability for any misdirected payment in such Companion Loan and shall have no obligation to recover and redirect such
          payment.

      The Companion Paying Agent shall promptly provide the name and address of the Companion Holder to any party hereto or any successor
        Companion Holder upon written request and any such Person may, without further investigation, conclusively rely upon such information.  The Companion Paying Agent shall have no liability to any Person for the provision of any such name and address.

      For the avoidance of doubt, any notices or information required to be delivered pursuant to this Agreement by any party hereto to a
        Companion Holder with respect to a Companion Loan that has been included in an Other Securitization shall be provided to the Other Servicer under the Other Pooling and Servicing Agreement.

      
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      Section 3.29          Certain Matters
            Relating to the Non‐Serviced Mortgage Loan.  (a)  In the event that any of the applicable Non‐Serviced Trustee, the applicable Non‐Serviced Master Servicer or the applicable Non‐Serviced Special Servicer shall be replaced in accordance with
          the terms of the applicable Non‐Serviced Pooling Agreement, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the applicable Non‐Serviced Trustee, the applicable Non‐Serviced Master Servicer or the
          applicable Non‐Serviced Special Servicer, as the case may be.

      (b)          If any of the Trustee, the
          Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then the Trustee, the Certificate
          Administrator or the Master Servicer, as applicable, shall promptly notify each Non‐Serviced Master Servicer of the same.

      (c)          In connection with the
          securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each of the Master
          Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and
          the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.

      (d)          In connection with the sale of
          any Non‐Serviced Whole Loan by any Non‐Serviced Special Servicer, upon receipt of any notices or materials required to be furnished by the Non‐Serviced Special Servicer to the holder of the related Non‐Serviced Mortgage Loan pursuant to the
          related Intercreditor Agreement, the Special Servicer shall, prior to the occurrence and continuance of a Control Termination Event, forward such materials to the Directing Certificateholder for its consent, if such consent is required.  The
          Special Servicer may (with the consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event) waive any timing or delivery requirements related to such sale to the extent set forth in the
          related Intercreditor Agreement.

      (e)          With respect to any
          Non‐Serviced Mortgage Loan, the Directing Certificateholder, prior to the occurrence and continuance of a Control Termination Event, or the Operating Advisor, following the occurrence and during the continuance of a Control Termination Event,
          shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Intercreditor Agreement) under the related Intercreditor
          Agreement.

      (f)          With respect to the servicing
          of each Non‐Serviced Mortgage Loan, this Agreement is subject to the related Intercreditor Agreement and incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.

      Section 3.30          Trust Subordinate
            Companion Loan.  (a)  With respect to the Trust Subordinate Companion Loan, references to actions being taken for the benefit of the Trust Subordinate Companion Loan or in the best interests of the holders of the Class [LOAN-

      
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      SPECIFIC] Certificates in this Agreement shall be deemed to be taken (and subject to the same considerations) also for the benefit of, or to be taken in the
        best interests of, the Holders of the Class [LOAN-SPECIFIC] Certificates, as beneficial owners of the Trust Subordinate Companion Loan.

      (b)          Any notices, reports or other
          information related to the Trust Subordinate Companion Loan required to be delivered by a party under this Agreement or the related Intercreditor Agreement to the holders of the Class [LOAN-SPECIFIC] Certificates or the holders of the Trust
          Subordinate Companion Loan shall be delivered (in lieu of delivery to such holders) to the Subordinate Loan-Specific Directing Certificateholder by such party within the same time periods as such notices, reports or other information are required
          to be delivered to the holder of the Trust Subordinate Companion Loan.

      (c)          Any consents required to be
          obtained from the holder of a Trust Subordinate Companion Loan under this Agreement or the related Intercreditor Agreement or any obligation under this Agreement or the related Intercreditor Agreement of the Master Servicer or Special Servicer or
          other party to this Agreement to consult with or obtain the consent of or follow the direction of the holder of the Trust Subordinate Companion Loan shall instead be deemed to require such Person to consult with, obtain the consent of or follow
          the direction of the Subordinate Loan-Specific Directing Certificateholder.

      (d)          Any rights exercisable by the
          holder of the Trust Subordinate Companion Loan under this Agreement or the related Intercreditor Agreement with respect to the exercise of any right to replace the Special Servicer with respect to the Trust AB Whole Loan, cure rights, rights to
          post “threshold collateral” or purchase option rights shall be exercisable by the Subordinate Loan-Specific Directing Certificateholder and any amounts payable, or actions required to be taken in connection with such exercise, shall be payable
          from or taken by such Subordinate Loan-Specific Directing Certificateholder, as applicable.  In addition, subject to the foregoing and applicable REMIC Provisions, the Subordinate Loan-Specific Directing Certificateholder may direct the Master
          Servicer or Special Servicer, on behalf of the Trustee (as holder of the Trust Subordinate Companion Loan) and the holders of the Class [LOAN-SPECIFIC] Certificates to implement the [Junior Noteholder]’s (as defined in the related Intercreditor
          Agreement) exercise of any rights, to the extent that the [Junior Noteholder] is entitled to such rights under the related Intercreditor Agreement.  For the avoidance of doubt, in no event shall the Master Servicer or the Special Servicer be
          required to advance any cure payment or purchase price due under the related Intercreditor Agreement.

      (e)          Prior to the Special Servicer
          (i) obtaining the consent of, or consulting with the Subordinate Loan-Specific Directing Certificateholder to the extent provided for under the related Intercreditor Agreement, (ii) delivering any Asset Status Report to the Subordinate
          Loan-Specific Directing Certificateholder, (iii) permitting the exercise of any cure rights in accordance with the related Intercreditor Agreement, or (iv) permitting the Subordinate Loan-Specific Directing Certificateholder to exercise any
          purchase option under the related Intercreditor Agreement, the Subordinate Loan-Specific Directing Certificateholder shall have delivered to the Special Servicer an officer’s certificate in form and substance acceptable to the Special Servicer
          (with a copy to the Master Servicer), as applicable, stating such party is not the

      
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      related Mortgagor or an affiliate of the related Mortgagor or acting on behalf of the related Mortgagor or one or more of its Affiliates.

      (f)          Subject to Section 3.01(o),
          at any time the Trust AB Mortgage Loan is not part of the Trust, the Master Servicer or Special Servicer shall have no obligation to service the related Mortgage Loan and shall solely service the Trust Subordinate Companion Loan until the Trust
          Subordinate Companion Loan is removed from the Trust pursuant to Section 3.30(g) and shall have no obligation to make any Advance with respect to the Trust Subordinate Companion Loan.

      (g)          With respect to each Whole
          Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the Master
          Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset Representations Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review by
          providing the Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the Other Asset Representations Reviewer or such other requesting party, but only to the extent such documents are in the
          possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be.

      (h)          On each Servicing Shift
          Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the related Mortgage File (other than the note(s) designating the related Servicing Shift Mortgage Loan), the original of which shall be retained by the
          Custodian for the related Servicing Shift Whole Loan to the related Non‐Serviced Trustee under the related Non‐Serviced Pooling Agreement and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the
          applicable Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer
          of) the Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and originals of items specified in clauses (x) and (xii) of the definition of “Mortgage File” for the related Servicing
          Shift Whole Loan, to the related Non‐Serviced Master Servicer on the related Servicing Shift Securitization Date.

      Upon receipt of notice from the applicable Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being
        securitized on the related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release of the Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with
        reasonable requests in connection with such transfer of) the Servicing File to the related Non‐Serviced Master Servicer identified to it pursuant to the related notice from the related Mortgage Loan Seller on the related Servicing Shift
        Securitization Date.

      Promptly upon any change in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change
        (together with the contact information of such successor Master Servicer) to each Non‐Serviced Trustee, Non‐Serviced Certificate Administrator, Non‐Serviced Special Servicer, Non‐Serviced Master Servicer and Non‐Serviced Operating Advisor.

      
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      (i)          Within two (2) Business Days
          following the removal of the Trust AB Mortgage Loan from the Trust as a result of the sale of such Trust AB Mortgage Loan pursuant to Section 3.18, the Special Servicer shall provide written notice (an “Exchange Election Notice”)
          to the Certificate Administrator who shall notify the Subordinate Loan-Specific Directing Certificateholder that the Holders of all of the Class [LOAN‐SPECIFIC] Certificates may unanimously elect to exchange their Certificates for the Trust
          Subordinate Companion Loan (an “Exchange”) by delivery of written notice (an “Acceptance Notice”) to the Depositor, Master Servicer, Special Servicer, Certificate Administrator and Trustee within five (5) Business Days of receipt of
          the Exchange Election Notice.  In the event an Acceptance Notice is not delivered within such five (5) Business Days, the Special Servicer shall use commercially reasonable efforts to sell the Trust Subordinate Companion Loan, for the fair value
          of such asset.  The Holders of such class of Certificates shall pay (from their own funds and not from amounts allocable from any portion of the Trust to such Class of Certificates) all costs and expenses of the Master Servicer, Special Servicer,
          the Certificate Administrator and Trustee incurred in connection with the Exchange.  The Exchange shall be subject to the reasonable procedures established by the Trustee and Certificate Registrar in connection with the Exchange.

      Section 3.31          Subordinate
            Loan-Specific Directing Certificateholder.  (a) The Certificateholder(s) holding more than fifty percent (50%) of the Certificate Balance of the Class [LOAN‐SPECIFIC] Certificates shall have the right to appoint and replace (for any reason)
          the Subordinate Loan-Specific Directing Certificateholder.

      (b)          The Subordinate Loan-Specific
          Directing Certificateholder shall not have any liability to the Holders of the Class [LOAN‐SPECIFIC] Certificates or any other Certificateholders for any action taken, or for refraining from the taking of any action or the giving of any consent
          or failure to give any consent in good faith pursuant to this Agreement or errors in judgment.  By its acceptance of a Class [LOAN-SPECIFIC] Certificate or other Certificate, each holder of a Class [LOAN-SPECIFIC] Certificate or other Certificate
          will be deemed to have confirmed its agreement that the Subordinate Loan-Specific Directing Certificateholder may take or refrain from taking actions, or give or refrain from giving any consents, that favor the interests of the appointing
          Certificateholder(s) over any other holder of such Class of Certificates or other Certificate, and that the Subordinate Loan-Specific Directing Certificateholder may have special relationships and interests that conflict with the interests of
          other Holders of such Class of Certificates or any other Certificates, will be deemed to have agreed to take no action against any Subordinate Loan-Specific Directing Certificateholder or any of its officers, directors, employees, principals or
          agents as a result of such special relationships or interests, and that any Subordinate Loan-Specific Directing Certificateholder will not be deemed to have been grossly negligent or reckless, or to have acted in bad faith or engaged in willful
          misconduct or to have recklessly disregarded any exercise of its rights by reason of its having acted or refrained from acting, or having given any consent or having failed to give any consent, solely in the interests of the Holders of the Class
          [LOAN-SPECIFIC] Certificates.

      (c)          Each Holder of a Class
          [LOAN-SPECIFIC] Certificate is hereby deemed to have agreed by virtue of its purchase of such a Certificate to provide its name and address to the Certificate Administrator and to notify the Master Servicer, the Certificate Administrator, the
          Special Servicer and the Operating Advisor of the transfer of any such Certificate by delivering a

      
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      notice to each such Person substantially in the form of Exhibit OO attached hereto, the selection of a Subordinate Loan-Specific Directing
        Certificateholder or the resignation or removal thereof.

      (d)          With respect to the Trust AB
          Whole Loan, the Subordinate Loan-Specific Directing Certificateholder shall be entitled, prior to the occurrence and continuance of a related AB Control Appraisal Period, to exercise the rights of the “Controlling Noteholder,” as defined in and
          under the terms of, the related Intercreditor Agreement.

      (e)          The Special Servicer shall be
          responsible for obtaining any consent of the Subordinate Loan-Specific Directing Certificateholder for “Major Decisions” (as defined in the related Intercreditor Agreement) or as otherwise required hereunder or under the terms of any related
          Intercreditor Agreement.

      Section 3.32          Litigation Control. 






          (a) The Special Servicer shall, in accordance with the Servicing Standard, direct, manage, prosecute and/or defend any action brought by a Mortgagor against the Trust (including, without limitation, any action in which both the Trust and the
          Master Servicer are named) and/or the Special Servicer and represent the interests of the Trust in any litigation relating to the rights and obligations of the Trust, or of the Mortgagor, guarantor or other obligor, in each case under the related
          Mortgage Loan documents or Trust Subordinate Companion Loan documents, as applicable, or otherwise with respect to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents or Trust
          Subordinate Companion Loan documents (“Trust‐Related Litigation”).  In the event that the Master Servicer is named in any Trust‐Related Litigation but the Special Servicer is not named in such Trust‐Related Litigation (regardless of
          whether the Trust is named in such Trust‐Related Litigation), the Master Servicer shall notify the Special Servicer of such litigation as soon as practicable but in any event no later than within ten (10) Business Days of the Master Servicer
          receiving service of such Trust‐Related Litigation.

      (b)          To the extent the Master
          Servicer is named in Trust-Related Litigation, and neither the Trust nor the Special Servicer is named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding subsection, the Master Servicer shall (i)
          provide monthly status reports to the Special Servicer, regarding such Trust-Related Litigation; (ii) seek to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer remains a
          party to the lawsuit, consult with and act at the direction of the Special Servicer with respect to decisions and resolutions related to the interests of the Trust in such Trust-Related Litigation, including but not limited to the selection of
          counsel; provided that the Master Servicer shall have the right to engage separate counsel relating to claims against the Master Servicer to the extent set forth in Section 3.32(e); and provided, however, if there
          are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel shall be reasonably acceptable to the Master Servicer.

      (c)          The Special Servicer shall not
          (i) undertake any material settlement of any Trust-Related Litigation or (ii) initiate any material Trust-Related Litigation unless and until it has notified in writing the Directing Certificateholder (prior to the occurrence and continuance of a
          Consultation Termination Event) (to the extent the identity of the Directing Certificateholder is actually known to the Special Servicer; provided that the Special Servicer shall make due inquiry

      
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      of the Certificate Administrator as to the identity of the Directing Certificateholder) and the related holder of any Serviced Companion Loan (if such matter
        affects such related Serviced Companion Loan) (to the extent the identity of the holder of such Serviced Companion Loan is actually known to the Special Servicer) and the Directing Certificateholder (prior to the occurrence and continuation of a
        Control Termination Event) has not objected in writing within five (5) Business Days of having been notified thereof and having been provided with all information that the Directing Certificateholder has reasonably requested with respect thereto
        promptly following its receipt of the subject notice (it being understood and agreed that if such written objection has not been received by the Special Servicer within such 5‐Business Day period, then the Directing Certificateholder shall be
        deemed to have approved the taking of such action); provided that, if the Special Servicer determines (consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders and, with
        respect to a Serviced Whole Loan, the related Companion Holders, the Special Servicer may take such action without waiting for the Directing Certificateholder’s response.

      (d)          Notwithstanding the foregoing,
          neither the Special Servicer nor the Master Servicer shall follow any advice, direction or consultation provided by the Directing Certificateholder that would require or cause the Special Servicer or the Master Servicer, as applicable, to violate
          any applicable law, be inconsistent with the Servicing Standard, require or cause the Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement, require or cause the Special Servicer or the Master Servicer,
          as applicable, to violate the terms of any Mortgage Loan, Serviced Whole Loan or Trust AB Whole Loan, expose any Certificateholder or any party to this Agreement or their Affiliates, officers, directors or agents to any claim, suit or liability,
          cause any REMIC created hereunder to fail to qualify as a REMIC, result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions or materially expand the scope of the Special Servicer’s or the
          Master Servicer’s, as applicable, responsibilities under this Agreement.

      (e)          Notwithstanding the right of
          the Special Servicer to represent the interests of the Trust in Trust-Related Litigation, and subject to the rights of the Special Servicer to direct the Master Servicer’s actions in this Section 3.32 below, the Master Servicer shall
          retain the right to make determinations relating to claims against the Master Servicer, including but not limited to the right to engage separate counsel and to appear in any proceeding on its own behalf in the Master Servicer’s reasonable
          discretion, the cost of which shall be subject to indemnification as and to the extent provided in this Agreement.

      (f)          Further, nothing in this
          section shall require the Master Servicer to take or fail to take any action which, in the Master Servicer’s good faith and reasonable judgment, may (i) result in a violation of the REMIC Provisions or (ii) subject the Master Servicer to
          liability or materially expand the scope of the Master Servicer’s obligations under this Agreement.

      (g)          Notwithstanding the Master
          Servicer’s right to make determinations relating to claims against the Master Servicer, the Special Servicer shall have the right at any time in accordance with the Servicing Standard to (i) direct the Master Servicer to settle any claims
          asserted against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation) (and with respect to any material settlements, with the consent or consultation of the Directing
          Certificateholder prior to a Control

      
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      Termination Event or Consultation Termination Event, respectively) and (ii) otherwise reasonably direct the actions of the Master Servicer relating to claims
        against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Trust-Related Litigation), provided in either case that (A) such settlement or other direction does not require any admission of
        liability or wrongdoing on the part of the Master Servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust and payment of such cost or judgment is provided for in this Agreement, (C) the Master Servicer
        is and shall be indemnified as and to the extent provided in this Agreement for all costs and expenses of the Master Servicer incurred in defending and settling the Trust-Related Litigation and for any judgment, (D) any such action taken by the
        Master Servicer at the direction of the Special Servicer shall be deemed (as to the Master Servicer) to be in compliance with the Servicing Standard and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to
        the Master Servicer as to the items in clauses (A), (B) and (C).

      (h)          In the event both the Master
          Servicer and the Special Servicer or Trust are named in Trust-Related Litigation, the Master Servicer and the Special Servicer shall cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded to such
          party in this Section 3.32.

      This Section 3.32 shall not apply in the event the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees
        (both authority and agreement to be in writing), to make certain decisions or control certain Trust-Related Litigation on behalf of the Trust in accordance with the Servicing Standard.

      Notwithstanding the foregoing, (i) in the event that any action, suit, litigation or proceeding names the Trustee in its individual
        capacity, or in the event that any judgment is rendered against the Trustee in its individual capacity, the Trustee, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain counsel and appear in any such
        proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim); (ii) in the event of any action, suit, litigation or proceeding, other than an action, suit,
        litigation or proceeding relating to the enforcement of the obligations of a Mortgagor, guarantor or other obligor under the related Mortgage Loan documents or Trust Subordinate Companion Loan documents, or otherwise relating to one or more
        Mortgage Loans or the Trust Subordinate Companion Loan or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee, (A) initiate an action, suit, litigation or proceeding in
        the name of the Trustee, whether in such capacity or individually, (B) engage counsel to represent the Trustee, or (C) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar
        actions with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the
        unwillingness of the Trustee to grant such consent); and (iii) in the event that any court finds that the Trustee is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any
        Mortgage Loan or the Trust Subordinate Companion Loan, the Trustee shall have the right to retain counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee or individually (but
        not to otherwise direct, manage or prosecute such litigation or claim); provided, however, nothing in this subsection

      
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      shall be interpreted to preclude the Special Servicer (with respect to any material Trust-Related Litigation, with the consent or consultation of the
        Directing Certificateholder prior to the occurrence and continuance of a Control Termination Event or Consultation Termination Event, respectively, to the extent required in Section 3.32(c), respectively) from initiating any action, suit,
        litigation or proceeding in its name as representative of the Trustee of the Trust.

      Section 3.33          Delivery of
            Excluded Information to the Certificate Administrator.  (a)  Any Excluded Information that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the
          Certificate Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded Information” followed by
          the applicable loan name and loan file to [_______________].  For the avoidance of doubt, any information that is not appropriately labeled and delivered in accordance with this Section 3.33(a) shall not be separately posted as Excluded
          Information on the Certificate Administrator’s Website, and any information appropriately labeled and delivered to the Certificate Administrator pursuant to this Section 3.33(a) shall be posted on the Certificate Administrator’s Website
          under the “Excluded Information” section, as provided under Section 3.13.  When so posted, the Excluded Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to any Excluded Controlling Class
          Loans on the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class
          Loans).  None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations to separately label and deliver any Excluded Information in accordance with this Section 3.33(a) until such party has received
          written notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit P‐1E to this Agreement.  Nothing set forth in this Agreement shall prohibit the Directing Certificateholder or any Controlling Class
          Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower
          Party and, if such Excluded Information is not available to such Excluded Controlling Class Holder on the Certificate Administrator’s Website on account of it constituting Excluded Information, such Directing Certificateholder or Controlling
          Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted to reasonably request and obtain such information in accordance with Section 3.13(a).

        (b)          Nothing set forth in this
            Agreement shall prohibit the Directing Certificateholder or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the
            Directing Certificateholder or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website, such
            Directing Certificateholder or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted to reasonably request and obtain such information in accordance with
            Section 4.02(f) of this Agreement.

      

      
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      Section 3.34          [Resignation Upon
            Prohibited Risk Retention Affiliation.  Upon Prohibited Risk Retention Affiliation.  For so long as the following affiliations are prohibited pursuant to the Risk Retention Rule, upon the occurrence of (i) a Servicing Officer of the Master
          Servicer or a Responsible Officer of the Certificate Administrator or the Trustee, as applicable, obtaining actual knowledge that the Master Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become a Risk Retention
          Affiliate of the Third Party Purchaser (an “Impermissible TPP Affiliate”), (ii) the Master Servicer, the Certificate Administrator or the Trustee receiving written notice by any other party to this Agreement, the Third Party Purchaser, the
          Sponsor or any Underwriter or Initial Purchaser that the Master Servicer, the Certificate Administrator or the Trustee, as applicable, is or has become an Impermissible TPP Affiliate, or (iii) an officer or manager of the Operating Advisor or the
          Asset Representations Reviewer that is responsible for performing the duties of the Operating Advisor or the Asset Representations Reviewer obtaining actual knowledge that it is or has become a Risk Retention Affiliate of the Third Party
          Purchaser or any other party to this Agreement (an “Impermissible Operating Advisor Affiliate” or “Impermissible Asset Representations Reviewer Affiliate,” respectively; and either of an Impermissible TPP Affiliate, an Impermissible
          Operating Advisor Affiliate and an Impermissible Asset Representations Reviewer Affiliate being an “Impermissible Risk Retention Affiliate”), then in each such case the Impermissible Risk Retention Affiliate shall be required to promptly
          notify the Retaining Sponsor and the other parties to this Agreement and resign in accordance with Section 3.26, Section 6.05, Section 7.03, Section 8.07 or Section 12.03, as applicable.  The resigning
          Impermissible Risk Retention Affiliate will be required to bear all reasonable out-of-pocket costs and expenses of each other party to this Agreement, the Issuing Entity and each Rating Agency in connection with such resignation as and to the
          extent required under this Agreement; provided, however, if the affiliation causing an Impermissible Risk Retention Affiliate is the result of the Third Party Purchaser acquiring an interest in such Impermissible Risk Retention
          Affiliate or an affiliate of such Impermissible Risk Retention Affiliate, then such costs and expenses will be an expense of the Issuing Entity.]

      [End of Article III]

      ARTICLE IV  

          

          DISTRIBUTIONS TO CERTIFICATEHOLDERS

      Section 4.01          Distributions. 






          (a)  On each Distribution Date, to the extent of the Available Funds for such Distribution Date, the Certificate Administrator shall be deemed to transfer the Lower‐Tier Distribution Amount from the Lower‐Tier REMIC Distribution Account to the
          Upper‐Tier REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c) with respect to each Class of Lower-Tier Regular Interests, and immediately thereafter, shall make distributions thereof from the Upper‐Tier
          REMIC Distribution Account in the following order of priority, satisfying in full, to the extent required and possible, each priority before making any distribution with respect to any succeeding priority:

      
        

        

        
          (i) first, to the Holders of the
            Class [A-1] Certificates, the Class [A-2] Certificates, the Class [A-3] Certificates, the Class [A-4] Certificates, the Class [A-5] Certificates, the Class [A-SB] Certificates, the Class [X-A] Certificates, the Class [X-B] Certificates, the
            Class [X-C] Certificates, the Class [X-D] Certificates, the Class [X-E]

        

      

      
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      Certificates, the Class [X-F] Certificates and the Class [X-NR] Certificates, pro rata (based
        upon their respective entitlements to interest for such Distribution Date), in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount in respect of such Classes of Certificates for such Distribution Date;

      
        

        

        
          (ii) second, to the Holders of
            the Class [A-1] Certificates, the Class [A-2] Certificates, the Class [A-3] Certificates, the Class [A-4] Certificates, the Class [A-5] Certificates and the Class [A-SB] Certificates in reduction of the Certificate Balances thereof:  (I) prior
            to the Cross‐Over Date (1) first, to the Holders of the Class [A-SB] Certificates, in an amount up to the Principal Distribution Amount, until the outstanding Certificate Balance of the Class [A-SB]
            Certificates has been reduced to the Class [A-SB] Planned Principal Balance for such Distribution Date; (2) second, to the Holders of the Class [A-1] Certificates, in an amount up to the Principal
            Distribution Amount  (or the portion thereof remaining after any distributions specified in subclause (1) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class [A-1] Certificates has
            been reduced to zero; (3) third, to the Holders of the Class [A-2] Certificates in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in
            subclauses (1) and (2) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class [A-2] Certificates has been reduced to zero; (4) fourth, to
            the Holders of the Class [A-3] Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1) (2) and (3) above have been made on
            such Distribution Date), until the outstanding Certificate Balance of the Class [A-3] Certificates has been reduced to zero; (5) fifth, to the Holders of the Class [A-4] Certificates, in an amount up to
            the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclauses (1) (2) (3) and (4) above have been made on such Distribution Date), until the outstanding
            Certificate Balances of the Class [A-4] Certificates have been reduced to zero; (6) sixth, to the Holders of the Class [A-5] Certificates in an amount up to the Principal Distribution Amount  (or the
            portion thereof remaining after any distributions specified in subclauses (1) (2) (3) (4) and (5) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class
            [A-5] Certificates has been reduced to zero; and (7) seventh, to the Holders of the Class [A-SB] Certificates, in an amount up to the Principal Distribution Amount (or the portion thereof remaining
            after any distributions specified in subclauses (1) (2) (3) (4) (5) and (6) above have been made on such Distribution Date), until the outstanding Certificate Balance of the Class [A-SB] Certificates
            has been reduced to zero; and (II) on or after the Cross‐Over Date, to the Class [A-1], Class [A-2], Class [A-3], Class [A-4], Class [A-5] and Class [A-SB] Certificates, pro rata (based on their
            respective Certificate Balances) in an amount equal to the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of each of the Class [A-1], Class [A-2], Class [A-3], Class [A-4], Class [A-5] and Class [A-SB]
            Certificates is reduced to zero;

        

      

      
        

        

        
          (iii) third, to the Holders of
            the Class [A-1] Certificates, the Class [A-2] Certificates, the Class [A-3] Certificates, the Class [A-4] Certificates, the Class [A-5] Certificates and the Class [A-SB] Certificates, pro rata (based
            upon the aggregate unreimbursed Realized Losses previously allocated to each such Class), plus interest on

        

      

      
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      that amount at the Pass-Through Rate for such Class compounded monthly from the date the related Realized Loss was allocated to such Class;

      
        

        

        
          (iv) fourth, to the Holders of the Class [A-S]
            Certificates (and, with respect to exchanged portions of the Class [A-S] Certificates, passed through to the Class [EC] Distribution Account for distribution to the Class [EC] Certificates), in respect of interest, up to an amount equal to the
            aggregate Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;

        

      

      
        

        

        
          (v) fifth, after the Certificate Balances of the
            Class [A-1] Certificates, Class [A-2] Certificates, Class [A-3] Certificates, the Class [A-4] Certificates, Class [A-5] Certificates and Class [A-SB] Certificates have been reduced to zero, to the Holders of the Class [A-S] Certificates (and,
            with respect to exchanged portions of the Class [A-S] Certificates, passed through to the Class [EC] Distribution Account for distribution to the Class [EC] Certificates), in reduction of the Certificate Balance thereof, an amount equal to the
            Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class [A-1], Class [A-2], Class [A-3], Class [A-4], Class [A-5] and Class [A-SB] Certificates on such Distribution Date), until the
            outstanding Certificate Balance of the Class [A-S] Certificates has been reduced to zero (and, with respect to exchanged portions of the Class [A-S] Certificates, such passed through amounts shall reduce the outstanding Certificate Balance of
            the Class [EC] Certificates until reduced to zero);

        

      

      
        

        

        
          (vi) sixth, to the Class [A-S] Regular Interest and,
            thus, concurrently, to the Class [A-S] Certificates, in respect of interest, up to an amount equal to the Class [A-S] Percentage Interest multiplied by the aggregate Interest Distribution Amount with respect to the Class [A-S] Regular Interest,
            and to the Class [EC] Certificates, in respect of interest, up to an amount equal to the Class [A-S]-EC Percentage Interest multiplied by the aggregate Interest Distribution Amount with respect to the Class [A-S] Regular Interest, pro rata in proportion to their respective percentage interests in the Class [A-S] Regular Interest;

        

      

      
        

        

        
          (vii) seventh, to the Class [B] Regular Interest
            and, thus, concurrently, to the Class [B] Certificates, in reduction of their Certificate Balance, up to an amount equal to the Class [B] Percentage Interest multiplied by the Principal Distribution Amount for such Distribution Date, less the
            portion of such Principal Distribution Amount distributed pursuant to all prior clauses, and to the Class [EC] Certificates, in reduction of their Certificate Balance, up to an amount equal to the Class [B]-EC Percentage Interest multiplied by
            the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, pro rata in proportion to their respective
            percentage interests in the Class [B] Regular Interest, until the Certificate Balance of the Class [B] Regular Interest is reduced to zero;

        

      

      
        

        

        
          (viii) eighth, to the Class [C] Regular Interest
            and, thus, concurrently, to the Class [C] Certificates, up to an amount equal to the Class [C] Percentage Interest multiplied by the aggregate of unreimbursed Realized Losses previously allocated to the Class [C] Regular Interest, plus interest
            on that amount at the Pass-Through Rate for such

        

      

      
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      Class [EC] Components compounded monthly from the date the related Realized Loss was allocated to such Class [EC] Components, and to the
        Class [EC] Certificates, up to an amount equal to the Class [C]-EC Percentage Interest multiplied by the aggregate of unreimbursed Realized Losses previously allocated to the Class [C] Regular Interest, plus interest on that amount at the
        Pass-Through Rate for such Class [EC] Components compounded monthly from the date the related Realized Loss was allocated to such Class [EC] Components, pro rata in proportion to their respective percentage
        interests in the Class [C] Regular Interest;

      
        

        

        
          (ix) ninth, [ADD SIMILAR CLAUSES
            TO CLAUSES FOURTH, FIFTH AND SIXTH FOR OTHER EXCHANGEABLE CLASSES];

        

      

      
        

        

        
          (x) tenth, after the Certificate
            Balances of the Class A Certificates and Class [B] Certificates (including any portion that has been exchanged and converted to Class [EC] Certificates) have been reduced to zero, to the Holders of the Class [C] Certificates (and, with respect
            to exchanged portions of the Class [C] Certificates, passed through to the Class [EC] Distribution Account for distribution to the Class [EC] Certificates), in reduction of the Certificate Balance thereof, an amount equal to the Principal
            Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates and Class [B] Certificates (including any portion that has been exchanged and converted to Class [EC] Certificates) on such
            Distribution Date), until the outstanding Certificate Balance of the Class [C] Certificates has been reduced to zero (and, with respect to exchanged portions of the Class [C] Certificates, such passed through amounts shall reduce the
            outstanding Certificate Balance of the Class [EC] Certificates until reduced to zero);

        

      

      
        

        

        
          (xi) eleventh, to the Holders of
            the Class [C] Certificates (and, with respect to exchanged portions of the Class [C] Certificates, passed through to the Class [EC] Distribution Account for distribution to the Class [EC] Certificates), until all amounts of Realized Losses
            previously allocated to the Class [C] Certificates (and, with respect to exchanged portions of the Class [C] Certificates, passed through to the Class [EC] Certificates), but not previously reimbursed, have been reimbursed in full;

        

      

      
        

        

        
          (xii) twelfth, to the Holders of
            the Class [D] Certificates, in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;

        

      

      
        

        

        
          (xiii) thirteenth, after the
            Certificate Balances of the Class A Certificates, Class [B] Certificates and Class [C] Certificates (and, if any exchange for the Class [EC] Certificates has occurred, the Class [EC] Certificates) have been reduced to zero, to the Holders of
            the Class [D] Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates, Class [B]
            Certificates and Class [C] Certificates (and, if any exchange for the Class [EC] Certificates has occurred, the Class [EC] Certificates) on such Distribution Date), until the outstanding Certificate Balance of the Class [D] Certificates has
            been reduced to zero;

        

      

      
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          (xiv) fourteenth, to the Holders
            of the Class [D] Certificates, until all amounts of Realized Losses previously allocated to the Class [D] Certificates, but not previously reimbursed, have been reimbursed in full;

        

      

      
        

        

        
          (xv) fifteenth, to the Holders of
            the Class [E] Certificates, in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;

        

      

      
        

        

        
          (xvi) sixteenth, after the
            Certificate Balances of the Class A Certificates, Class [B] Certificates, Class [C] Certificates (and, if any exchange for the Class [EC] Certificates has occurred, the Class [EC] Certificates) and Class [D] Certificates have been reduced to
            zero, to the Holders of the Class [E] Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A
            Certificates, Class [B] Certificates, Class [C] Certificates (and, if any exchange for the Class [EC] Certificates has occurred, the Class [EC] Certificates) and Class [D] Certificates on such Distribution Date), until the outstanding
            Certificate Balance of the Class [E] Certificates has been reduced to zero;

        

      

      
        

        

        
          (xvii) seventeenth, to the
            Holders of the Class [E] Certificates, until all amounts of Realized Losses previously allocated to the Class [E] Certificates, but not previously reimbursed, have been reimbursed in full;

        

      

      
        

        

        
          (xviii) eighteenth, to the
            Holders of the Class [F] Certificates, in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;

        

      

      
        

        

        
          (xix) nineteenth, after the
            Certificate Balances of the Class A Certificates, Class [B] Certificates, Class [C] Certificates (and, if any exchange for the Class [EC] Certificates has occurred, the Class [EC] Certificates), Class [D] Certificates and Class [E] Certificates
            have been reduced to zero, to the Holders of the Class [F] Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect
            of the Class A Certificates, Class [B] Certificates, Class [C] Certificates (and, if any exchange for the Class [EC] Certificates has occurred, the Class [EC] Certificates), Class [D] Certificates and Class [E] Certificates on such Distribution
            Date), until the outstanding Certificate Balance of the Class [F] Certificates has been reduced to zero;

        

      

      
        

        

        
          (xx) twentieth, to the Holders of
            the Class [F] Certificates, until all amounts of Realized Losses previously allocated to the Class [F] Certificates, but not previously reimbursed, have been reimbursed in full;

        

      

      
        

        

        
          (xxi) twenty‐first, to the
            Holders of the Class [NR] Certificates in respect of interest, up to an amount equal to the aggregate Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;

        

      

      
        

        

        
          (xxii) twenty‐second, after the
            Certificate Balances of the Class A Certificates, Class [B] Certificates, Class [C] Certificates (and, if any exchange for the Class [EC]

        

      

      
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      Certificates has occurred, the Class [EC] Certificates), Class [D] Certificates, Class [E] Certificates and Class [F] Certificates have
        been reduced to zero, to the Holders of the Class [NR] Certificates, in reduction of the Certificate Balance thereof, an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the
        Class A Certificates, Class [B] Certificates, Class [C] Certificates (and, if any exchange for the Class [EC] Certificates has occurred, the Class [EC] Certificates), Class [D] Certificates, Class [E] Certificates and Class [F] Certificates on such
        Distribution Date), until the outstanding Certificate Balance of the Class [NR] Certificates has been reduced to zero;

      
        

        

        
          (xxiii) twenty‐third, to the
            Holders of the Class [NR] Certificates, until all amounts of Realized Losses previously allocated to the Class [NR] Certificates, but not previously reimbursed, have been reimbursed in full; and

        

      

      
        

        

        
          (xxiv) twenty‐fourth, to the
            Holders of the Class [R] Certificates in respect of the Class UR Interest, the amount, if any, of the Available Funds remaining in the Upper‐Tier REMIC Distribution Account with respect to such Distribution Date.

        

      

      If, in connection with any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC
        based on the receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal payments are subsequently received by the Master Servicer and required to be part of the Available Funds for
        such Distribution Date, the Master Servicer shall promptly notify the Certificate Administrator and the Certificate Administrator will use commercially reasonable efforts to cause DTC to make the revised distribution on a timely basis on such
        Distribution Date.  None of the Master Servicer, the Special Servicer or the Certificate Administrator shall be liable or held responsible for any resulting delay in the making of such distribution to Certificateholders solely on the basis of the
        actions described in the preceding sentence.

      (b)          On each Distribution Date, for
          so long as the Certificate Balance of the Class [LOAN-SPECIFIC] Certificates has not been reduced to zero, the Certificate Administrator shall apply amounts on deposit in the [LOAN-SPECIFIC] REMIC Distribution Account (which amounts shall be
          limited to amounts collected on the Trust AB Whole Loan and allocated pursuant to the related Intercreditor Agreement to the Trust Subordinate Companion Loan), related to the Class [LOAN-SPECIFIC] Certificates, to the extent of the
          [LOAN-SPECIFIC] Available Funds related to the Class [LOAN-SPECIFIC] Certificates, in the following order of priority:

      
        

        

        
          (i) first, to the Class
            [LOAN-SPECIFIC] Certificates, in respect of interest, up to an amount equal to the [LOAN-SPECIFIC] Interest Distribution Amount for that Class;

        

      

      
        

        

        
          (ii) second, to the Class
            [LOAN-SPECIFIC] Certificates, in reduction of their Certificate Balance, an amount equal to the [LOAN-SPECIFIC] Principal Distribution Amount, until the Certificate Balance of the Class [LOAN-SPECIFIC] Certificates is reduced to zero;

        

      

      
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          (iii) third, to the Class
            [LOAN-SPECIFIC] Certificates, until all amounts of [LOAN-SPECIFIC] Realized Loss previously allocated to the Class [LOAN-SPECIFIC] Certificates, but not previously reimbursed, have been reimbursed in full; and

        

      

      
        

        

        
          (iv) fourth, to the Class [R]
            Certificates, the amount, if any, of the [LOAN-SPECIFIC] Available Funds remaining in the [LOAN-SPECIFIC] REMIC Distribution Account with respect to that Distribution Date.

        

      

      (c)          On each Distribution Date,
          each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal or reimbursement of Realized Loss in an amount equal to the amount of principal or reimbursement of Realized Loss actually distributable to the
          Holders of the respective Related Certificates as provided in Sections 4.01(a),  4.01(d), 4.01(f) and 4.01(i) such that at all times the Lower‐Tier Principal Amount of each Class of Lower-Tier Regular Interests is
          equal to the Certificate Balance of the Class of Related Certificates.  On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution
          Amount in respect of its Related Certificates plus a pro rata portion of the Interest Distribution Amount in respect of (i) in the case of the Class LA1, Class LA2, Class LA3, Class LA4, Class LA5,
          Class LASB and Class LAS Lower-Tier Regular Interests, the Class [X-A] Certificates, (ii) in the case of the Class LB Uncertificated Interest, the Class [X-B] Certificates, (iii) in the case of the Class LD Uncertificated Interest, the Class
          [X-D] Certificates, (iv) in the case of the Class LE Uncertificated Interest, the Class [X-E] Certificates, (v) in the case of the Class LF Uncertificated Interest, the Class [X-F] Certificates and (vi) in the case of the Class LNR Uncertificated
          Interests, the Class [X-NR] Certificates, in each case, computed based on an interest rate equal to the excess of the Weighted Average Net Mortgage Rate over the Pass‐Through Rate of the Related Certificates and a notional amount equal to its
          related Lower‐Tier Principal Amount, in each case to the extent actually distributable thereon as provided in Section 4.01(a).  Amounts distributable pursuant to this paragraph are referred to herein collectively as the “Lower‐Tier
            Distribution Amount,” and shall be made by the Certificate Administrator by deeming such Lower‐Tier Distribution Amount to be withdrawn from the Lower‐Tier REMIC Distribution Account to be deposited in the Upper‐Tier REMIC Distribution
          Account.

      As of any date, the principal balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates
        with respect thereto, as adjusted for the allocation of Realized Losses, as provided in Sections 4.04(b) and 4.04(c).  The initial principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower‐Tier
        Principal Amount.  The pass through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary Statement hereto.

      Any amount that remains in the Lower‐Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower‐Tier
        Distribution Amount, distribution of $100 to the beneficial owner of the Class [NON-OFFERED IO] Certificates on the first Distribution Date pursuant to Section 4.01(e) and distribution of Yield Maintenance Charges pursuant to Section 4.01(e)(iii)
        shall be distributed to the Holders of the Class [R] Certificates in respect of the Class LR Interest (but only to the extent of the Available Funds for such Distribution Date remaining in the Lower‐Tier REMIC Distribution Account, if any).

      
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      (d)          On and after the Distribution
          Date on which the Certificate Balances of the Subordinate Certificates (and, if any exchange for the Class [EC] Certificates has occurred, the Class [EC] Certificates) have all been reduced to zero, any amounts representing reimbursements of
          Realized Losses previously allocated to such Classes, if available, will be distributed to the Senior Certificates pro rata based on their respective Certificate Balances.

      (e)          (i) On each Distribution Date,
          Yield Maintenance Charges payable with respect to the Mortgage Loans calculated by reference to a U.S. treasury rate collected during the related Collection Period will be distributed by the Certificate Administrator to the Holders of each Class
          of Regular Certificates (excluding the Class [X‐E], Class [X‐F], Class [X‐NR], Class [E], Class [F] and Class [NR] Certificates) in the following manner:  (1) pro rata, among (w) the Certificates in YM
          Group A, (x) the Certificates in YM Group B, (y) the Certificates in YM Group C and (z) the Certificates in YM Group D, based upon the aggregate of principal distributed to the Classes of Principal Balance Certificates in each such YM Group on
          such Distribution Date, and (2) as among the Classes of Certificates in each YM Group, in the following manner:  (A) the Holders of each Class of Principal Balance Certificates in such YM Group will be entitled to receive on each Distribution
          Date an amount of Yield Maintenance Charges payable with respect to the Mortgage Loans equal to the sum, for all Mortgage Loan prepayments, of the product of (a) a fraction whose numerator is the amount of principal distributed to such Class of
          Certificates on such Distribution Date and whose denominator is the total amount of principal distributed to all of the Regular Certificates in that YM Group representing principal payments in respect of the Mortgage Loans on such Distribution
          Date, (b) the Base Interest Fraction for the related Principal Prepayment and such Class of Regular Certificates, and (c) the Yield Maintenance Charges payable with respect to the Mortgage Loans collected during the related Collection Period and
          allocated to such YM Group, and (B) any Yield Maintenance Charges payable with respect to the Mortgage Loans allocated to such YM Group collected during the related Collection Period remaining after such distributions will be distributed (W) in
          the case of amounts distributable to YM Group A, to the Class [X-A] Certificates, (X) in the case of amounts distributable to YM Group B, to the Class [X-B] Certificates, (Y) in the case of amounts distributable to YM Group C, to the Class [X-C]
          Certificates and (Z) in the case of amounts distributable to YM Group D, to the Class [X-D] Certificates.  If there is more than one such Class of Certificates entitled to distributions of principal on any particular Distribution Date on which
          Yield Maintenance Charges payable with respect to the Mortgage Loans are distributable, the aggregate amount of such Yield Maintenance Charges payable with respect to the Mortgage Loans will be allocated among all such Classes of Certificates up
          to, and on a pro rata basis in accordance with, their respective entitlements thereto in accordance with the first sentence of this paragraph.

      
        
           

            

          (ii) No Yield Maintenance Charge shall be distributed to the Holders of the Class [X-E]
            Certificates, Class [X-F] Certificates, Class [X-NR] Certificates, Class [E] Certificates, Class [F] Certificates, Class [NR] Certificates, Class [R] Certificates or Class [ARD] Certificates.  After the Certificate Balances of the Class [A-1]
            Certificates, Class [A-2] Certificates, Class [A-3] Certificates, the Class [A-4] Certificates, Class [A-5] Certificates, Class [A-SB] Certificates, Class [A-S] Certificates, Class [B] Certificates, Class [C] Certificates and Class [D]
            Certificates (and Class [EC] Components) have been reduced to zero, all Yield Maintenance Charges with respect to the Mortgage Loans shall be distributed to the Holder of the Class [X-C] Certificates.

        

      

      
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          (iii) All distributions of Yield Maintenance Charges made in respect of the respective Classes
            of Regular Certificates (other than the Class [X-C] Certificates) (including any portion passed through to the related component of Class [EC] Certificates) on each Distribution Date pursuant to Section 4.01(e)(i) shall first be deemed to be distributed from the Lower‐Tier REMIC to the Upper‐Tier REMIC in respect of the Lower-Tier Regular Interests (other than the Class [X-C] Certificates), pro rata based upon the amount of principal distributed in respect of each such Class of Lower-Tier Regular Interests for such Distribution Date pursuant to Section 4.01(c) above.

        

      

      
        

        

        
          (iv) On each Distribution Date, any Yield Maintenance Charges payable in respect of the Trust
            AB Whole Loan and received during the related Collection Period and allocable in respect of the Trust Subordinate Companion Loan pursuant to the related Intercreditor Agreement shall be distributed to the Class [LOAN-SPECIFIC] Certificates.

        

      

      (f)          On each Distribution Date, the
          Certificate Administrator shall withdraw amounts from the Gain‐on‐Sale Reserve Account (other than amounts with respect to a Non‐Serviced Mortgage Loan) and shall distribute such amounts (i) (other than any amounts allocable to the Trust
          Subordinate Companion Loan) to reimburse the Holders of the Regular Certificates (in order of distribution priority) (first deeming such amounts to be distributed with respect to the Related Lower-Tier Regular Interests) up to an amount equal to
          all Realized Losses, if any, previously deemed allocated to them and unreimbursed after application of the Available Funds for such Distribution Date and (ii) with respect to any amount allocable to a Trust Subordinate Companion Loan, to
          reimburse the Holders of the Class [LOAN-SPECIFIC] Certificates up to an amount equal to all [LOAN-SPECIFIC] Realized Losses, if any, previously deemed allocated to them and unreimbursed after application of the [LOAN-SPECIFIC] Available Funds
          for such Distribution Date.  Amounts paid from the Gain‐on‐Sale Reserve Account will not reduce the Certificate Balances of the Classes of Certificates receiving such distributions.  Any amounts remaining in the Gain‐on‐Sale Reserve Account after
          such distributions shall be applied (i) (other than any amounts allocable to the Trust Subordinate Companion Loan) to offset future Realized Losses with respect to the Principal Balance Certificates and related Realized Losses in each case
          allocable to the Regular Certificates and (ii) (with respect to any amount allocable to the Trust Subordinate Companion Loan) to offset future [LOAN-SPECIFIC] Realized Losses with respect to the Class [LOAN-SPECIFIC] Certificates and related
          [LOAN-SPECIFIC] Realized Losses allocable to the Class [LOAN-SPECIFIC] Certificates.  Upon termination of the Trust, any amounts remaining in the Gain‐on‐Sale Reserve Account shall be distributed to the Class [R] Certificateholders from the
          Lower‐Tier REMIC in respect of the Class LR Interest.

      (g)          All distributions made with
          respect to each Class of Certificates on each Distribution Date shall be allocated pro rata among the outstanding Certificates in such Class based on their respective Percentage Interests.  Except as
          otherwise specifically provided in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on each Distribution Date shall be made to the Certificateholders of the respective Class of record
          at the close of business on the related Record Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder at a bank or other entity having appropriate facilities therefor, if such
          Certificateholder shall have provided the Certificate

      
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      Administrator with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a
        standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder at its address in the Certificate Register.  The final distribution on each Certificate (determined without regard to any
        possible future reimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner, but only upon presentation and surrender of such Certificate at the offices of the Certificate Registrar or such other location
        specified in the notice to Certificateholders of such final distribution.

      Each distribution with respect to a Book‐Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be
        responsible for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.  Each Depository Participant shall be responsible for disbursing such distribution to the Certificate
        Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent.  Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners
        that it represents.  None of the Trustee, the Certificate Administrator, the Certificate Registrar, the Depositor, the Master Servicer, the Special Servicer or the Underwriters shall have any responsibility therefor except as otherwise provided by
        this Agreement or applicable law.

      (h)          Except as otherwise provided
          in Section 9.01, whenever the Certificate Administrator expects that the final distribution with respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount of Realized Losses
          previously allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate Administrator shall, no later than the related P&I Advance Determination Date, post on the Certificate Administrator’s Website
          pursuant to Section 3.13(b) a notice in electronic format to the effect that:

      
        

        

        
          (i) the Certificate Administrator expects that the final distribution with respect to such
            Class of Certificates will be made on such Distribution Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar or such other location therein specified; and

        

      

      
        

        

        
          (ii) no interest shall accrue on such Certificates from and after such Distribution Date.

        

      

      Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to
        tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non‐tendering Holder or Holders.  If any Certificates as to which notice has been given pursuant to
        this Section 4.01(h) shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non‐tendering Certificateholders
        to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.  If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate
        Administrator, directly or through an agent, shall take such steps to contact the remaining non‐tendering Certificateholders concerning the

      
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      surrender of their Certificates as it shall deem appropriate.  The costs and expenses of holding such funds in trust and of contacting such Certificateholders
        following the first anniversary of the delivery of such second notice to the non‐tendering Certificateholders shall be paid out of such funds.  No interest shall accrue or be payable to any Certificateholder on any amount held in trust hereunder by
        the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).

      (i)          Distributions in reimbursement
          of Realized Losses previously allocated to the Regular Certificates shall be made in the amounts and manner specified in Section 4.01(a) or Section 4.01(d), as applicable, to the Holders of the respective Class otherwise entitled
          to distributions of interest and principal on such Class on the relevant Distribution Date; provided that all distributions in reimbursement of Realized Losses previously allocated to a Class of Certificates which has since been retired
          shall be to the prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall be made by check mailed to the address of each such prior Holder last shown in the Certificate Register.  Notice of any such
          distribution to a prior Holder shall be made in accordance with Section 13.05 at such last address.  The amount of the distribution to each such prior Holder shall be based upon the aggregate Percentage Interest evidenced by the
          Certificates surrendered thereby.  If the check mailed to any such prior Holder is returned uncashed, then the amount thereof shall be set aside and held uninvested in trust for the benefit of such prior Holder, and the Certificate Administrator
          shall attempt to contact such prior Holder in the manner contemplated by Section 4.01(h) as if such Holder had failed to surrender its Certificates.

      (j)          On each Distribution Date, any
          Excess Interest received during the related Collection Period with respect to the Mortgage Loans shall be distributed solely to the Holders of the Class [ARD] Certificates from the Excess Interest Distribution Account.  Excess Interest will not
          be available to pay any other amounts except for distributions on Class [ARD] Certificates set forth in the prior sentence.

      (k)          On the Serviced Whole Loan
          Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall make withdrawals and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:

      
        

        

        
          (i) to pay to the Master Servicer any amounts deposited by the Master Servicer in the
            Companion Distribution Account not required to be deposited therein;

        

      

      
        

        

        
          (ii) to the extent permitted under the related Intercreditor Agreement and not otherwise
            previously reimbursed, to pay the Trustee or the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable or reimbursable to any such Person pursuant to Section 8.05,
            to the extent any such amounts relate solely to a Serviced Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related Intercreditor Agreement;

        

      

      
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          (iii) to pay all amounts remaining in the Companion Distribution Account related to such
            Serviced Companion Loan to the related Companion Holder, in accordance with the related Intercreditor Agreement; and

        

      

      
        

        

        
          (iv) to clear and terminate the Companion Distribution Account at the termination of this
            Agreement pursuant to Section 9.01.

        

      

      All distributions from the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related
        Companion Holder by wire transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the account of such Companion Holder or an agent therefor appearing on the Companion Register on the related Record Date (or, if no such
        account so appears or information relating thereto is not provided at least five (5) Business Days prior to the related Record Date, by check sent by first class mail to the address of such Companion Holder or its agent appearing on the Companion
        Register).  Any such account shall be located at a commercial bank in the United States.

      On the final Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator
        who shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding
        Remittance Date.

      Section 4.02          Statements to
            Certificateholders; CREFC® Investor Reporting Packages; Grant of Power of Attorney.  (a)  On each Distribution Date, the Certificate
          Administrator shall make available pursuant to Section 3.13(b) on the Certificate Administrator’s Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G hereto and based in part upon
          information supplied to the Certificate Administrator in the related CREFC® Investor Reporting Package in accordance with CREFC® guidelines) as to the distributions made on such Distribution Date (each, a “Distribution Date Statement”) which shall include:

      
        

        

        
          (i) the amount of the distribution on such Distribution Date to the Holders of each Class of
            Certificates in reduction of the Certificate Balance thereof;

        

      

      
        

        

        
          (ii) the aggregate amount of Advances made, with respect to the pool of Mortgage Loans and the
            Trust Subordinate Companion Loan, during the period from but not including the previous Distribution Date to and including such Distribution Date and details of P&I Advances as of the P&I Advance Date;

        

      

      
        

        

        
          (iii) the aggregate amount of compensation paid to the Trustee and the Certificate
            Administrator, servicing compensation paid to the Master Servicer and the Special Servicer, compensation paid to the Operating Advisor and CREFC® Intellectual
            Property Royalty License Fees paid to CREFC®, in each case, with respect to the Collection Period for such Determination Date together with detailed calculations
            of servicing compensation paid to the Master Servicer and the Special Servicer;

        

      

      
        

        

        
          (iv) the aggregate Stated Principal Balance of the Mortgage Loans, the Trust Subordinate
            Companion Loan and any REO Loans, with respect to the pool of Mortgage

        

      

      
        -303-

        
          


      

      Loans and the Trust Subordinate Companion Loan, outstanding immediately before and immediately after such Distribution Date;

      
        

        

        
          (v) the aggregate amount of unscheduled payments received;

        

      

      
        

        

        
          (vi) the number of loans, their aggregate principal balance, weighted average remaining term
            to maturity and weighted average Mortgage Rate of the Mortgage Loans and the Trust Subordinate Companion Loan, with respect to the pool of Mortgage Loans and the Trust Subordinate Companion Loan, as of the end of the related Collection Period
            for such Distribution Date;

        

      

      
        

        

        
          (vii) the number and aggregate principal balance of the Mortgage Loans and the Trust
            Subordinate Companion Loan (A) delinquent 30‐59 days, (B) delinquent 60‐89 days, (C) delinquent 90 days to 119 days (and for each thirty (30) day period thereafter until liquidation), (D) current but specially serviced or in foreclosure but not
            an REO Property and (E) for which the related Mortgagor is subject to oversight by a bankruptcy court;

        

      

      
        

        

        
          (viii) the value of any REO Property (and, with respect to any Serviced Whole Loan, the
            Trust’s interest therein) included in the Trust Fund as of the end of the related Determination Date for such Distribution Date, on a loan‐by‐loan basis, based on the most recent Appraisal or valuation;

        

      

      
        

        

        
          (ix) the Available Funds, and the [LOAN-SPECIFIC] Available Funds for such Distribution Date;

        

      

      
        

        

        
          (x) the Interest Accrual Amount or [LOAN-SPECIFIC] Interest Accrual Amount, as applicable, in
            respect of such Class of Certificates for such Distribution Date, separately identifying any Interest Accrual Amount or [LOAN-SPECIFIC] Interest Accrual Amount, as applicable, for such Distribution Date allocated to such Class of Certificates;

        

      

      
        

        

        
          (xi) the amount of the distribution on such Distribution Date to the Holders of such Class of
            Certificates allocable (A) to Yield Maintenance Charges, (B) (in the case of the Class [ARD] Certificates), Excess Interest and (C) prepayment premiums;

        

      

      
        

        

        
          (xii) the Pass‐Through Rate for such Class of Certificates for such Distribution Date and the
            next succeeding Distribution Date;

        

      

      
        

        

        
          (xiii) the Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution
            Amount for such Distribution Date, with respect to the pool of Mortgage Loans;

        

      

      
        

        

        
          (xiv) the Certificate Balance or Notional Amount, as the case may be, of each Class of
            Certificates immediately before and immediately after such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss or [LOAN-SPECIFIC] Realized Loss, as applicable, on such Distribution
            Date and the aggregate amount of all reductions as a result of allocations of Realized Losses or

        

      

      
        -304-

        
          


      

      [LOAN-SPECIFIC] Realized Loss, as applicable, in respect of the Principal Balance Certificates or the Class [LOAN-SPECIFIC] Certificates to
        date;

      
        

        

        
          (xv) the Certificate Factor for each Class of Certificates (other than the Class [R] and Class
            [ARD] Certificates) immediately following such Distribution Date;

        

      

      
        

        

        
          (xvi) the amount of any Appraisal Reduction Amounts effected (including, with respect to any
            Serviced Whole Loan, the amount allocable to the related Mortgage Loan and Serviced Companion Loan and, with respect to the Trust AB Whole Loan, the amount allocable to the related Mortgage Loan and Trust Subordinate Companion Loan) in
            connection with such Distribution Date on a loan‐by‐loan basis and the total Appraisal Reduction Amount effected in connection with such Distribution Date, together with a detailed worksheet showing the calculation of each Appraisal Reduction
            Amount on a current and cumulative basis;

        

      

      
        

        

        
          (xvii) the current Controlling Class;

        

      

      
        

        

        
          (xviii) the number and related Stated Principal Balance of any Mortgage Loans or the Trust
            Subordinate Companion Loan extended or modified since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut‐off Date) on a loan‐by‐loan basis;

        

      

      
        

        

        
          (xix) a loan‐by‐loan listing of each Mortgage Loan or Trust Subordinate Companion Loan which
            was the subject of a Principal Prepayment since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut‐off Date) and the amount and the type of Principal Prepayment occurring;

        

      

      
        

        

        
          (xx) a loan‐by‐loan listing of each Mortgage Loan or Trust Subordinate Companion Loan which
            was defeased since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut‐off Date);

        

      

      
        

        

        
          (xxi) all deposits into, withdrawals from, and the balance of the Interest Reserve Account on
            the P&I Advance Date;

        

      

      
        

        

        
          (xxii) in the case of the Class [R] Certificates, the amount of any distributions on such
            Certificates pursuant to Sections 4.01(a), 4.01(b), 4.01(c) and 4.01(f);

        

      

      
        

        

        
          (xxiii) the amount of the distribution on such Distribution Date to the Holders of such Class
            of Certificates in reimbursement of previously allocated Realized Loss or [LOAN-SPECIFIC] Realized Loss, as applicable;

        

      

      
        

        

        
          (xxiv) the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the
            close of business on the related Determination Date, with respect to the pool of Mortgage Loans;

        

      

      
        

        

        
          (xxv) with respect to any Mortgage Loan or Trust Subordinate Companion Loan as to which a
            Liquidation Event occurred since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut‐off Date) or prior to the related

        

      

      
        -305-

        
          


      

      Determination Date (other than a payment in full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other
        amounts received in connection with such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C)(i) the amount of any Realized Loss allocated to the Principal Balance Certificates in
        connection with such Liquidation Event or (ii) the amount of any [LOAN-SPECIFIC] Realized Loss allocated to the Class [LOAN-SPECIFIC] Certificates;

      
        

        

        
          (xxvi) with respect to any REO Property (including, with respect to any Non‐Serviced Whole
            Loan, the Trust’s interest therein) included in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all payments or recoveries with respect to the Mortgaged Property have been ultimately
            recovered since the previous Determination Date, (A) the loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection with that determination (separately identifying the
            portion thereof allocable to distributions on the Certificates), and (C) the amount of any Realized Loss (or [LOAN-SPECIFIC] Realized Loss), as applicable, allocated to the Principal Balance Certificates (or the Class [LOAN-SPECIFIC]
            Certificates, if applicable) in respect of the related REO Loan in connection with that determination;

        

      

      
        

        

        
          (xxvii) the aggregate amount of interest on P&I Advances paid to the Master Servicer and
            the Trustee since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut‐off Date), with respect to the pool of Mortgage Loans;

        

      

      
        

        

        
          (xxviii) the aggregate amount of interest on Servicing Advances (including with respect to any
            Serviced Whole Loan, the Trust’s interest therein) paid to the Master Servicer, the Special Servicer and the Trustee since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut‐off Date), with respect to
            the pool of Mortgage Loans and the amount of interest on Servicing Advances paid to the Master Servicer, the Special Servicer and the Trustee since the previous Determination Date (or in the case of the first Distribution Date, as of the
            Cut‐off Date), with respect to each Trust Subordinate Companion Loan;

        

      

      
        

        

        
          (xxix) the then‐current credit support levels for each Class of Certificates;

        

      

      
        

        

        
          (xxx) the aggregate amount of Yield Maintenance Charges on the Mortgage Loans and each Trust
            Subordinate Companion Loan (each separately identified) collected since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut‐off Date);

        

      

      
        

        

        
          (xxxi) a loan‐by‐loan listing of any material modification, extension or waiver of a Mortgage
            Loan;

        

      

      
        

        

        
          (xxxii) a loan‐by‐loan listing of any material breach of the representations and warranties
            given with respect to a Mortgage Loan or Trust Subordinate Companion Loan by the applicable Mortgage Loan Seller;

        

      

      
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          (xxxiii) an itemized listing of any Disclosable Special Servicer Fees received by the Special
            Servicer or any of its affiliates with respect to the related Distribution Date, which information will be provided to the Certificate Administrator by the Master Servicer; and

        

      

      
        

        

        
          (xxxiv) the amount of any Excess Interest actually received.

        

      

      In the case of information furnished pursuant to clauses (i), (ix), (x), (xi), (xiv) and (xxiii)
        above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per Definitive Certificate and (ii) the Class [EC] Certificates shall receive such information with respect to such clauses
        allocable to the Class [A‐S], Class [B] and Class [C] Certificates exchanged therefor.

      The Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue
        of its receipt and posting of such information to the Certificate Administrator’s Website or its filing of such information pursuant to this Agreement, including, but not limited to, filing via EDGAR.

      Within a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at
        any time during the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and (ii) above as to the applicable Class, aggregated for such calendar year or applicable portion
        thereof during which person was a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable, or that a Certificateholder or Certificate Owner reasonably requests, to enable
        Certificateholders to prepare their tax returns for such calendar year.  Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the
        Certificate Administrator pursuant to any requirements of the Code as from time to time are in force.

      Upon receipt of an Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
        the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in accordance with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset
        Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations Reviewer.

      (b)          Based on the Retention
          Certificates received by the Certificate Administrator in accordance with Section 3.33, the Certificate Administrator shall include the information required to be included as part of Item 7 of Part II on Form 10‐D.

      (c)          Each of the Master Servicer
          and the Special Servicer may, at its sole cost and expense, make available by electronic media, bulletin board service or Internet website (in addition to making information available as provided herein) any reports or other information the
          Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to any party to this Agreement, the Rating Agencies or any Certificateholder or any prospective

      
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      Certificateholder that has provided the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, with an Investor Certification
        or has executed a “click‐through” confidentiality agreement in accordance with Section 3.13 hereof (which may be a licensed or registered investment advisor) to the extent such action does not conflict with the terms of this Agreement
        (including without limitation, any requirements to keep Privileged Information confidential), the terms of the Mortgage Loans or applicable law.  Notwithstanding this paragraph, the availability of such information or reports on the Internet or
        similar electronic media shall not be deemed to satisfy any specific delivery requirements in this Agreement except as set forth herein.  In connection with providing access to the Master Servicer’s or Special Servicer’s Internet website, the
        Master Servicer or the Special Servicer, as applicable, shall take reasonable measures to ensure that only such parties listed above may access such information including, without limitation, requiring registration, a confidentiality agreement and
        acceptance of a disclaimer.  The Master Servicer or the Special Servicer, as applicable, shall not be liable for dissemination of this information in accordance with this Agreement, and neither the Master Servicer nor the Special Servicer shall be
        responsible for any information delivered, produced, or made available pursuant to Sections 3.13 and 4.02(c), other than information produced by the Master Servicer or Special Servicer, as applicable; provided that such
        information otherwise meets the requirements set forth herein with respect to the form and substance of such information or reports.  The Master Servicer shall be entitled to attach to any report provided pursuant to this subsection, any reasonable
        disclaimer with respect to information provided, or any assumptions required to be made by such report.

      The Special Servicer shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master
        Servicer with such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary for the Master Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to
        the Certificate Administrator.  Neither the Certificate Administrator nor the Depositor shall have any obligation to recompute, verify or recalculate the information provided thereto by the Master Servicer.  Unless the Certificate Administrator has
        actual knowledge that any report or file received from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely thereon in calculating and making distributions to Certificateholders in accordance with
        Section 4.01, preparing the Distribution Date Statement required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance with Section 4.04.

      Notwithstanding the foregoing, the failure of the Master Servicer or Special Servicer to disclose any information otherwise required to be
        disclosed pursuant to this Section 4.02(c) or Section 4.02(d) shall not constitute a breach of this Section 4.02(c) or of Section 4.02(d) to the extent the Master Servicer or the Special Servicer so fails because
        such disclosure, in the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the
        Mortgage Loans or the Mortgaged Properties.  The Master Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any
        other party hereto).

      
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      (d)          Upon the written request of a
          Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of a Certificate that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate as such and, in any
          case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as reasonably practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting
          party such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate Administrator as is requested by such person, for purposes of satisfying applicable reporting requirements under
          Rule 144A under the Securities Act.  Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for the sufficiency under Rule 144A or any other securities laws of any available information so furnished to
          any person including any prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished which was prepared or delivered to them by another.

      (e)          The information to which any
          Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except as
          specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.

      (f)          Upon the reasonable request of
          any Excluded Controlling Class Holder identified to the Master Servicer (in the case of a Non‐Specially Serviced Loan) or the Special Servicer (in the case of a Specially Serviced Loan) to the Master Servicer’s or Special Servicer’s reasonable
          satisfaction (at the expense of such Excluded Controlling Class Holder) and if such information is in the Master Servicer’s or Special Servicer’s possession, the Master Servicer or Special Servicer, as applicable, shall provide or make available
          (or forward electronically) to such Excluded Controlling Class Holder (at the expense of such Excluded Controlling Class Holder) any Excluded Information (available to Privileged Persons through the Certificate Administrator’s Website but not
          accessible to such Excluded Controlling Class Holder through the Certificate Administrator’s Website on account of it constituting Excluded Information) relating to any Excluded Controlling Class Loan with respect to which such Excluded
          Controlling Class Holder is not a Borrower Party; provided that, in connection therewith, the Master Servicer or Special Servicer may require a written confirmation executed by the requesting Person substantially in such form as may be
          reasonably acceptable to the Master Servicer or Special Servicer, generally to the effect that such Person is the Directing Certificateholder or a Controlling Class Certificateholder, will keep such Excluded Information confidential and is not a
          Borrower Party, upon which the Master Servicer or Special Servicer may conclusively rely.  In addition, the Master Servicer and the Special Servicer shall be entitled to conclusively rely on delivery from the Directing Certificateholder or a
          Controlling Class Certificateholder, as applicable, of an Investor Certification substantially in the form of Exhibit P‐1B that such Directing Certificateholder or Controlling Class Certificateholder is not an Excluded Controlling Class
          Holder with respect to a particular Mortgage Loan.  For the avoidance of doubt, the Special Servicer referenced in this Section 4.02(f) shall include any applicable Excluded Special Servicer with respect to the related Excluded Special
          Servicer Loan(s).

      Section 4.03          P&I Advances. 






          (a)  On or before 4:00 p.m., New York City time,

      
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      on each P&I Advance Date, the Master Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier REMIC
        Distribution Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans to be made in respect of the related Distribution Date or (ii) apply amounts held in the Collection Account, for future
        distribution to Certificateholders in subsequent months in discharge of any such obligation to make P&I Advances with respect to the Mortgage Loans aggregating the total amount of P&I Advances to be made.  Any amounts held in the Collection
        Account for future distribution and so used to make P&I Advances with respect to the Mortgage Loans shall be appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the Collection Account on or
        before the next succeeding P&I Advance Date (to the extent not previously replaced through the deposit of Late Collections of the delinquent principal and/or interest in respect of which P&I Advances were made).  The Master Servicer shall
        notify the Certificate Administrator of (i) the aggregate amount of P&I Advances with respect to the Mortgage Loans for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances with respect to the Mortgage Loans for such
        Distribution Date, on or before two (2) Business Days prior to such Distribution Date.  If the Master Servicer fails to make a required P&I Advance by 4:00 p.m., New York City time, on any P&I Advance Date, the Trustee shall make such
        P&I Advance pursuant to Section 7.05 by noon, New York City time, on the related Distribution Date, unless the Master Servicer shall have cured such failure (and provided written notice of such cure to the Trustee and the Certificate
        Administrator) by 11:00 a.m., New York City time, on such Distribution Date.  In the event that the Master Servicer fails to make a required P&I Advance hereunder, the Certificate Administrator shall notify the Trustee of such circumstances by
        4:30 p.m., New York City time, on the related P&I Advance Date.  Notwithstanding the foregoing, the portion of any P&I Advance equal to the CREFC® Intellectual
        Property Royalty License Fee for the related Mortgage Loans shall not be remitted to the Certificate Administrator for deposit into the Lower‐Tier REMIC Distribution Account but shall be deposited into the Collection Account for payment to CREFC® on such Distribution Date.

      (b)          Subject to Section 4.03(c)
          and Section 4.03(e) below, the amount of P&I Advances to be made by the Master Servicer with respect to any Distribution Date and each Mortgage Loan, shall be equal to:  (i) the Periodic Payments (net of related Servicing Fees and, in
          the case of any Non‐Serviced Mortgage Loan, a fee accruing at the related Non‐Serviced Primary Servicing Fee Rate) other than Balloon Payments, that were due on such Mortgage Loan (including any Non‐Serviced Mortgage Loan) and any related REO
          Loan (other than any portion of an REO Loan related to a Companion Loan) during the related Collection Period and delinquent as of the close of business on the Business Day preceding the related P&I Advance Date (or not advanced by any
          Sub‐Servicer on behalf of the Master Servicer) and (ii) with respect to each such Mortgage Loan delinquent in respect of its Balloon Payment as of the P&I Advance Date (including any REO Loan (other than any portion of an REO Loan related to
          a Companion Loan) as to which the related Balloon Payment would have been past due), an amount equal to the Assumed Scheduled Payment therefor.  Subject to subsection (c) below, the obligation of the Master Servicer to make such P&I
          Advances is mandatory, and with respect to any Mortgage Loan (including any Non‐Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan), shall continue until the Distribution Date on which the
          proceeds, if any, received in connection with a Liquidation Event or the disposition of the REO Property, as the case may be, with respect thereto are to be distributed.  No P&I

      
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      Advances shall be made with respect to any Companion Loan or Trust Subordinate Companion Loan.

      (c)          Notwithstanding anything
          herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I Advance would, if made, constitute a Nonrecoverable P&I Advance.  With respect to each Non‐Serviced Mortgage Loan, the Master Servicer will be
          required to make its determination (based on information provided by the applicable Non‐Serviced Master Servicer and Non‐Serviced Special Servicer) that it has made a P&I Advance on such Non‐Serviced Mortgage Loan that is a Nonrecoverable
          Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Non‐Serviced Mortgage Loan independently of any determination made by the applicable Non‐Serviced Master Servicer or the
          applicable Non‐Serviced Special Servicer, as the case may be, under the applicable Non‐Serviced Pooling Agreement in respect of the related Non‐Serviced Companion Loan.  If the Master Servicer or Special Servicer determines that a proposed
          P&I Advance with respect to a Non‐Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to a Non‐Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer
          shall provide the applicable Non‐Serviced Master Servicer and Non‐Serviced Special Servicer written notice of such determination within two (2) Business Days of the date of such determination.  If the Master Servicer receives written notice from
          the related Non‐Serviced Master Servicer or the related Non‐Serviced Special Servicer, as the case may be, that either has determined in accordance with the applicable Non‐Serviced Pooling Agreement with respect to a Non‐Serviced Companion Loan,
          that any proposed advance under the applicable Non‐Serviced Pooling Agreement that is similar to a P&I Advance would be, or any outstanding advance under such Non‐Serviced Pooling Agreement that is similar to a P&I Advance is, a
          nonrecoverable advance, then the Master Servicer or the Trustee may, based upon such determination, determine that any P&I Advance previously made or proposed to be made with respect to the related Non‐Serviced Mortgage Loan, will be a
          Nonrecoverable P&I Advance.  Thereafter, in either case, the Master Servicer shall not be required to make any additional P&I Advances with respect to the related Non‐Serviced Mortgage Loan unless and until the Master Servicer or the
          Trustee, as the case may be, determines that any such additional P&I Advances with respect to the related Non‐Serviced Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with
          the related Non‐Serviced Master Servicer or the related Non‐Serviced Special Servicer, as the case may be, or otherwise.  For the avoidance of doubt, the Master Servicer or the Trustee, as the case may be, shall have the sole discretion provided
          in this Agreement to determine that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.

      (d)          In connection with the
          recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a), the Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any amounts then on
          deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder or a Trust Subordinate Companion Loan (unless related thereto), except to the extent permitted pursuant to the terms of the related
          Intercreditor Agreement), interest at the Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date of reimbursement; provided, however, that no
          interest will accrue on any P&I Advance (i) made with respect to a Mortgage Loan until after the

      
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      related Due Date has passed and any applicable Grace Period has expired or (ii) if the related Periodic Payment is received after the Determination Date but
        on or prior to the related P&I Advance Date.  The Master Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject to Section 3.17 of this Agreement, as soon as practicably
        possible after funds available for such purpose are deposited in the Collection Account.

      (e)          Notwithstanding the foregoing,
          (i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest, Yield Maintenance Charges, Default Interest, late payment charges, prepayment premiums, Balloon Payment or any P&I Advance with respect to any
          Companion Loan or Trust Subordinate Companion Loan and (ii) if an Appraisal Reduction Amount has been made with respect to any Mortgage Loan (or, in the case of a Non‐Serviced Whole Loan, an Appraisal Reduction Amount has been made in accordance
          with the related Non‐Serviced Pooling Agreement and the Master Servicer has notice of such Appraisal Reduction Amount) then in the event of subsequent delinquencies thereon, the interest portion of the P&I Advance in respect of such Mortgage
          Loan for the related Distribution Date shall be reduced (it being herein acknowledged that there shall be no reduction in the principal portion of such P&I Advance) to equal the product of (x) the amount of the interest portion of such
          P&I Advance for such Mortgage Loan for such Distribution Date without regard to this clause (ii), and (y) a fraction, expressed as a percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan
          immediately prior to such Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of a Serviced Whole Loan, the portion of such Appraisal Reduction Amount allocated to the related Mortgage Loan), if any, and the
          denominator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such Distribution Date.  For purposes of the immediately preceding sentence, the Periodic Payment due on the Maturity Date for a Balloon
          Mortgage Loan will be the Assumed Scheduled Payment for the related Distribution Date.

      (f)          In no event shall either the
          Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion Loan.

      Section 4.04          Allocation of
            Realized Losses.  (a)  On each Distribution Date, immediately following the distributions to be made on such date pursuant to Section 4.01, the Certificate Administrator shall calculate the amount, if any, by which (X)(i) the
          aggregate Stated Principal Balance (for purposes of this calculation only, not giving effect to any reductions of the Stated Principal Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any
          Workout‐Delayed Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such Workout‐Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans (excluding
          any portion allocable to any related Companion Loan or Trust Subordinate Companion Loan, if applicable) expected to be outstanding immediately following such Distribution Date, is less than (ii) the then aggregate Certificate Balance of the
          Principal Balance Certificates [(other than the Class [A-S], Class [B] and Class [C] Certificates)] and Class [EC] Components after giving effect to distributions of principal on such Distribution Date (any such deficit, the “Realized Loss”)






          and (Y) with respect to each Trust Subordinate Companion Loan (i) the Stated Principal Balance of such Trust Subordinate Companion Loan (including the assumed Stated Principal Balance if such Trust Subordinate Companion Loan has become an

      
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      REO Loan) expected to be outstanding immediately following such Distribution Date is less than (ii) the aggregate Certificate Balance of the Class
        [LOAN-SPECIFIC] Certificates after giving effect to distributions of principal on such Distribution Date (any such deficit with respect to the Class [LOAN-SPECIFIC] Certificates, the “[LOAN-SPECIFIC] Realized Loss”).  Any allocation of
        Realized Losses to a Class of Regular Certificates or of [LOAN-SPECIFIC] Realized Losses to the Class [LOAN-SPECIFIC] Certificates, as applicable, shall be made by reducing the Certificate Balance thereof by the amount so allocated.  Any Realized
        Losses or [LOAN-SPECIFIC] Realized Losses, as applicable, so allocated to a Class of Regular Certificates or Class [LOAN-SPECIFIC] Certificates, as applicable, shall be allocated among the respective Certificates of such Class in proportion to the
        Percentage Interests evidenced thereby.  The allocation of Realized Losses or [LOAN-SPECIFIC] Realized Losses, as applicable, shall constitute an allocation of losses and other shortfalls experienced by the Trust.  Reimbursement of previously
        allocated Realized Losses or [LOAN-SPECIFIC] Realized Losses, as applicable, will not constitute distributions of principal for any purpose and will not result in an additional reduction in the Certificate Balance of the Class of Certificates in
        respect of which any such reimbursement is made.  With respect to any Class of Principal Balance Certificates, to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans
        and previously resulted in a reduction of the Principal Distribution Amount are subsequently recovered on the related Mortgage Loan, the amount of such recovery will be added to the Certificate Balance of the Class or Classes of Principal Balance
        Certificates that previously were allocated Realized Losses, in sequential order, in each case up to the amount of the unreimbursed Realized Losses allocated to such Class of Principal Balance Certificates.

      (b)          On each Distribution Date, the
          Certificate Balances of the Principal Balance Certificates and the Class [EC] Components will be reduced without distribution, as a write‐off to the extent of any Realized Losses, if any, allocable to such Certificates and Class [EC] Components
          with respect to such Distribution Date.  Any such write off shall be allocated first, to the Class [NR] Certificates, second, to the Class [F] Certificates, third, to the Class [E] Certificates, fourth, to the Class [D] Certificates, fifth, to the Class [C] Regular Interest (and
          correspondingly, to the Class [C] Certificates and the Class [EC] certificates, pro rata based on their respective percentage interests in the Class [C] Regular Interest), sixth, to the Class [B] Regular Interest (and correspondingly, to the Class [B] Certificates and the Class [EC] certificates, pro rata based on their respective percentage interests in
          the Class [B] Regular Interest); seventh, to the Class [A] Class [EC] Components (and correspondingly, to the Class [A] Certificates and the Class [EC] certificates, pro
            rata based on their respective percentage interests in the Class [A] Class [EC] Components) and then, pro rata (based on their respective Certificate
          Balances), Class [A-1], Class [A-2], Class [A-3], Class [A-4], Class [A-5] and Class [A-SB] Certificates, in each case until the remaining Certificate Balances of such Classes of Certificates have been reduced to zero.  On each Distribution Date,
          the Certificate Balance of the Class [LOAN-SPECIFIC] Certificates will be reduced without distribution as a write-off to the extent of any [LOAN-SPECIFIC] Realized Losses attributable to the related Trust Subordinate Companion Loan in accordance
          with Section 4.04(a).  Any such write-off with respect to the Trust Subordinate Companion Loan shall be allocated to the Class [LOAN-SPECIFIC] Certificates until the remaining Certificate Balance of such Class has been reduced to zero.

      
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      (c)          With respect to any
          Distribution Date, any Realized Losses allocated to a Class of Principal Balance Certificates pursuant to Section 4.04(a) or Section 4.04(b), respectively, with respect to such Distribution Date shall reduce the Lower‐Tier
          Principal Amount of the Related Lower-Tier Regular Interest with respect thereto as a write‐off.

      (d)          With respect to each Class of
          Exchangeable Certificates and the Class [EC] Certificates, for purposes of determining allocations and distributions under Section 4.01(a) of this Agreement as between the Exchangeable Certificates and the Class [EC] Certificates and this
          Section 4.04, all allocations of Realized Losses to each Class of Exchangeable Certificates for any Distribution Date shall be determined without regard to any exchange of such Exchangeable Certificates for Class [EC] Certificates; provided,
          however, that all amounts of Realized Losses that would otherwise be allocable to Exchangeable Certificates that have been exchanged for Class [EC] Certificates shall be allocated to such Class [EC] Certificates, without duplication.

      Section 4.05          Appraisal
            Reduction Amounts; Collateral Deficiency Amounts.  (a)  For purposes of (x) determining the Controlling Class (and whether a Control Termination Event has occurred and is continuing) and (y) determining the Voting Rights of the related
          Classes for purposes of removal of the Special Servicer or the Operating Advisor, Appraisal Reduction Amounts (with respect to a Serviced Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to each Class of
          Certificates (other than the Class [EC] and each Class [EC] Components) in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class is reduced to zero (i.e., first, to Class [__] certificates, second, to the Class [__] certificates, third, to the Class [__] certificates, fourth, to the Class [A-S] Regular Interest (and correspondingly, to the Class [A-S] certificates and the Class [EC] certificates, pro rata based on their respective
          percentage interests in the Class [A-S] Regular Interest), fifth, to the Class [B] Regular Interest (and correspondingly, to the Class [B] certificates and the Class [EC] certificates, pro rata based on their respective percentage interests in the Class [B] Regular Interest), sixth, to the Class [C] Regular Interest (and correspondingly, to the
          Class [C] certificates and the Class [EC] certificates, pro rata based on their respective percentage interests in the Class [C] Regular Interest), and finally, pro rata
          based on their respective interest entitlements, to the Senior Certificates).  Following receipt from the Special Servicer, the Master Servicer shall notify the Certificate Administrator of the amount of any Appraisal Reduction Amount with
          respect to each Mortgage Loan and Trust Subordinate Companion Loan (which notification may be satisfied through delivery of such information included in the CREFC®
          Loan Periodic Update File or the CREFC® Appraisal Reduction Amount Template included in the CREFC® Investor Reporting Package).  Based on information in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class.  The Certificate Administrator shall
          provide notice of the identity of the Controlling Class as set forth in Section 3.23(m).  With respect to any Appraisal Reduction Amount calculated for purposes of determining the Controlling Class, the appraised value of the related
          Mortgaged Property will be determined on an “as-is” basis.

      As of the first Determination Date after a Mortgage Loan (other than a Non‐Serviced Mortgage Loan) becomes an AB Modified Loan, the Master
        Servicer shall calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal obtained by the Special Servicer with respect to

      
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      such Mortgage Loan, and all other information relevant to a Collateral Deficiency Amount determination.  Upon obtaining knowledge or receipt of notice by the
        Master Servicer that a Non‐Serviced Mortgage Loan has become an AB Modified Loan, the Master Servicer shall (i) promptly request from the related Non‐Serviced Master Servicer, Non‐Serviced Special Servicer and Non‐Serviced Trustee the most recent
        appraisal with respect to such AB Modified Loan, in addition to all other information reasonably required by the Master Servicer to calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, and (ii) as of the
        first Determination Date following receipt by the Master Servicer of the appraisal and any other information set forth in the immediately preceding clause (i) that the Master Servicer reasonably expects to receive, calculate whether a
        Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal obtained by the Non‐Serviced Special Servicer with respect to such Non‐Serviced Mortgage Loan, and all other information
        relevant to a Collateral Deficiency Amount determination.  Upon obtaining knowledge or receipt of notice by any other party to this Agreement that a Non‐Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly notify the
        Master Servicer thereof.  The Special Servicer shall provide (via electronic delivery) the Master Servicer with any information in its possession that is reasonably required to determine, redetermine, calculate or recalculate any Collateral
        Deficiency Amount for any Mortgage Loan (other than any Non‐Serviced Mortgage Loan) and any Serviced Companion Loan using reasonable efforts to deliver such information within five (5) Business Days of the Master Servicer’s reasonable request. 
        None of the Special Servicer, the Trustee, the Operating Advisor or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount.  Upon reasonable prior written request, the Special Servicer shall use reasonable efforts
        to assist the Master Servicer in obtaining information reasonably required to calculate or recalculate any Collateral Deficiency Amount with respect to a Non‐Serviced Mortgage Loan in the event that the Master Servicer is unsuccessful in obtaining
        such information from the related Non‐Serviced Master Servicer, Non‐Serviced Special Servicer or Non‐Serviced Trustee.

      For purposes of determining the Controlling Class and whether a Control Termination Event has occurred and is continuing, Collateral
        Deficiency Amounts allocated to an AB Modified Loan will be allocated to each Class of Control Eligible Certificates in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class
        of Control Eligible Certificates is reduced to zero.  For the avoidance of doubt, for purposes of determining the Controlling Class or the occurrence of a Control Termination Event, any Class of Control Eligible Certificates shall be allocated both
        applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts (the sum of which shall constitute the applicable Cumulative Appraisal Reduction Amount), in accordance with this Section 4.05(a).

      The Master Servicer shall promptly notify the Special Servicer and the Certificate Administrator of the amount of any Appraisal Reduction
        Amount (which notification shall be made by delivery of the CREFC® Loan Periodic Update File in accordance with Section 3.12(d)), any Collateral Deficiency
        Amount and any resulting Cumulative Appraisal Reduction Amount with respect to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan, if any (which notification shall be satisfied through delivery of such information included in the CREFC® Loan Periodic Update File and the CREFC® Appraisal Reduction Amount Template included
        in the CREFC® Investor Reporting Package, or such report mutually agreed

      
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      upon between Master Servicer and Certificate Administrator, which shall be delivered simultaneously with the CREFC® Loan Periodic Update File in accordance with Section 3.12(d)).  Based on information in its possession, the Certificate Administrator shall determine from time to time which Class of
        Certificates is the Controlling Class.  The Certificate Administrator shall provide notice of the identity of the Controlling Class as set forth in Section 3.23(m).  With respect to any Appraisal Reduction Amount or Collateral Deficiency
        Amount, as applicable, calculated for purposes of determining (i) the Voting Rights of the related Classes for purposes of removing the Special Servicer or (ii) the Controlling Class, the appraised value of the related Mortgaged Property will be
        determined on an “as-is” basis.

      (b)          (i) The Holders of the
          majority of Voting Rights of any Class of Control Eligible Certificates that is determined at any time of determination to no longer be the Controlling Class (any such Class, an “Appraised‐Out Class”) as a result of an Appraisal Reduction
          Amount or Collateral Deficiency Amount in respect of such Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal with respect to any Mortgage Loan (or Serviced Whole Loan) for which an
          Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount (such Holders, the “Requesting Holders”).  The Special Servicer shall use its reasonable efforts to cause such second Appraisal to be (A)
          delivered within thirty (30) days from receipt of the Requesting Holders’ written request and (B) prepared on an “as‐is” basis by an MAI appraiser (provided that such MAI appraiser may not be the same MAI appraiser that provided the
          Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal).

      
        

        

        
          (ii) Upon receipt of any supplemental Appraisal pursuant to clause (i) above, the
            Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental Appraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted, and
            if so warranted shall direct the Master Servicer to, and the Master Servicer shall, recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on such supplemental appraisal.  If required by such
            recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out Class shall, if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation
            of the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable.  The Holders of an Appraised-Out Class requesting any supplemental Appraisal pursuant to clause (i) above shall refrain from exercising any direction,
            control, consent and/or similar rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class (such period beginning upon receipt by the Special Servicer of any request to obtain a supplemental
            Appraisal pursuant to clause (i) above to but excluding the date on which either (A) the Special Servicer determines that no recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted or (B) the Master
            Servicer recalculates the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on the supplemental Appraisal and receipt of any information requested by the Master Servicer pursuant to this section, the “Appraisal
              Review Period”).  The rights of the Controlling Class during each Appraisal Review Period shall be exercised by the next most senior Control Eligible Certificates, if any.

        

      

      
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      (c)          With respect to each Mortgage
          Loan (other than a Non‐Serviced Mortgage Loan), the Trust AB Whole Loan and each Serviced Whole Loan as to which an Appraisal Reduction Event has occurred (unless such Mortgage Loan, Serviced Whole Loan or Trust AB Whole Loan has become a
          Corrected Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Companion Loan, Trust Subordinate Companion Loan or Serviced Whole Loan)), the Special Servicer shall (1) within thirty (30)
          days of each anniversary of the related Appraisal Reduction Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the Master Servicer of the occurrence of such anniversary or
          determination and order an Appraisal (which may be an update of a prior Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable Advance, an expense of the Trust, or
          conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal or performance of such valuation (or receipt of any Appraisal obtained in accordance with Section 4.05(b) above), shall deliver a copy
          thereof to the Master Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and, prior to the occurrence of any Consultation Termination Event, the Directing Certificateholder.  Based upon such Appraisal or internal
          valuation (or any Appraisal obtained in accordance with Section 4.05(b) above) and receipt of information reasonably requested by the Special Servicer from the Master Servicer necessary to calculate the Appraisal Reduction Amount or
          Collateral Deficiency Amount that is either in the Master Servicer’s possession or reasonably obtainable by the Master Servicer, the Special Servicer shall determine or redetermine, as applicable, and report to the Master Servicer, the
          Certificate Administrator, the Trustee, the Operating Advisor, (and, (i) prior to the occurrence of any Consultation Termination Event, and (ii) other than with respect to any Excluded Loan) the Directing Certificateholder, the amount and
          calculation or recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage Loan, Companion Loan, Trust Subordinate Companion Loan, Serviced Whole Loan or Trust AB Whole Loan, as applicable, and
          such report shall be delivered in the CREFC® Appraisal Reduction Amount Template
          format; provided, however, that the Special Servicer shall not be liable for failure to comply with such duties insofar as such failure results from a failure of the Master Servicer to provide sufficient information to the Special
          Servicer to comply with such duties or failure by the Master Servicer to otherwise comply with its obligations hereunder.  Such report shall also be forwarded by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a
          Specially Serviced Loan), to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the Other Servicer of such Other Securitization into which the related Serviced Companion Loan has been sold, or to the
          holder of any related Serviced Companion Loan by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan).  If the Special Servicer is required to redetermine the Appraisal Reduction Amount or
          Collateral Deficiency Amount, such redetermined Appraisal Reduction Amount or Collateral Deficiency Amount shall replace the prior Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, with respect to such Mortgage Loan,
          Companion Loan, Trust Subordinate Companion Loan, Serviced Whole Loan or Trust AB Whole Loan, as applicable.  Prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder
          with respect to any Appraisal, valuation or downward adjustment in connection with an Appraisal Reduction Amount or Collateral Deficiency Amount.  Notwithstanding the foregoing but subject to Section 4.05(b), the Special Servicer will not
          be required to obtain an Appraisal or conduct an

      
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      internal valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan, Trust Subordinate Companion Loan, Serviced Whole Loan or Trust
        AB Whole Loan as to which an Appraisal Reduction Event has occurred to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in accordance with requirements of this Agreement), as applicable, with respect to the
        related Mortgaged Property within the twelve‐month period immediately prior to the occurrence of such Appraisal Reduction Event.  Instead, the Special Servicer may use such prior Appraisal or valuation, as applicable, in calculating any Appraisal
        Reduction Amount or Collateral Deficiency Amount with respect to such Mortgage Loan or related Companion Loan, Trust Subordinate Companion Loan, Serviced Whole Loan or Trust AB Whole Loan; provided that the Special Servicer is not aware of
        any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal or valuation.

      The Master Servicer shall deliver by electronic mail to the Special Servicer any information in its possession that is reasonably required
        to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver such information, within four (4) Business Days following the Special Servicer’s reasonable request therefor (which request
        shall be made promptly, but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation of the applicable internal valuation); provided, the Special Servicer’s failure to
        timely make such request shall not relieve the Master Servicer of its obligation to use reasonable efforts to provide such information to the Special Servicer within four (4) Business Days following the Special Servicer’s reasonable request.

      (d)          Any Mortgage Loan (other than
          a Non‐Serviced Mortgage Loan), any related Serviced Companion Loan or Trust Subordinate Companion Loan and any Serviced Whole Loan or Trust AB Whole Loan, as applicable, previously subject to an Appraisal Reduction Amount, which has become a
          Corrected Loan (for such purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan or Trust Subordinate Companion Loan and any Serviced Whole Loan or Trust AB Whole Loan, as applicable),
          and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal Reduction Amount.  Any Appraisal Reduction Amount in respect of a Non‐Serviced Whole Loan shall be calculated
          by the applicable party under and in accordance with and pursuant to the terms of the applicable Non‐Serviced Pooling Agreement.

      (e)          Each Serviced Whole Loan and
          the Trust AB Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount with respect to the Mortgage Loan and Companion Loan(s) (or Trust Subordinate Companion Loan) that comprise such Serviced
          Whole Loan (or Trust AB Whole Loan, as applicable).  Any Appraisal Reduction Amount in respect of a Serviced AB Whole Loan (or Trust AB Whole Loan) will be allocated in accordance with the related Intercreditor Agreement or, if no allocation is
          specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate Companion Loan (or Trust Subordinate Companion Loan, as applicable) (until its principal balance is notionally reduced to zero by such Appraisal
          Reduction Amounts) and second, to the related AB Mortgage Loan (or Trust AB Mortgage Loan, as applicable).  Any Appraisal Reduction Amount in respect of any Serviced Pari Passu Whole Loan will be allocated

      
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      in accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan, based upon their respective Stated Principal Balances.

      Section 4.06          Grantor Trust
            Reporting.  (a) The parties intend that the portions of the Trust Fund constituting the Grantor Trust, shall constitute, and that the affairs of the Trust (exclusive of the Lower‐Tier REMIC, the Upper‐Tier REMIC and [LOAN-SPECIFIC] Trust
          Subordinate Companion Loan REMIC) shall be conducted so as to qualify such portion as, a “grantor trust” under subpart E, part I of subchapter J of the Code, and the provisions hereof shall be interpreted consistently with this intention.  In
          furtherance of such intention, neither the Trustee nor the Certificate Administrator shall have the power to vary the investment of the Class [EC] and Class [ARD] Certificateholders in the Grantor Trust so as to improve their rate of return.  The
          Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee for execution (and the Trustee shall timely execute and timely return to the Certificate Administrator) and timely file all Tax Returns in respect of the
          Grantor Trust.  In addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal Revenue Service Form 1041 (or, in the event the Grantor Trust is a WHFIT, information will be provided on Form 1099) or such other form as
          may be applicable with the Internal Revenue Service with copies of the statements in the following clause and (B) furnish, or cause to be furnished, to the Class [EC] and Class [ARD] Certificateholders, their allocable share of income and expense
          with respect to the Exchangeable Certificates and the Class [EC] Distribution Account, and the Excess Interest and Excess Interest Distribution Account, respectively, in the time or times and in the manner required by the Code.

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

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

      (d)          The Certificate Administrator
          shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to:  (i) the lack of reasonably necessary information being provided to the Certificate

      
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      Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator.  Each holder of Class [ARD] or
        Class [EC] Certificates, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Certificate Administrator with information regarding any sale of such securities, including the price, amount of
        proceeds and date of sale.  Absent receipt of information regarding any sale of Class [ARD] or Class [EC] Certificates, including the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Certificate
        Administrator shall assume there is no secondary market trading of WHFIT interests.

      (e)          To the extent required by the
          WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate website the CUSIP for the Class [ARD] Certificates.  The CUSIP so published will represent the Rule 144A CUSIP.  The Certificate
          Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been received.  Absent the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number
          in lieu of a CUSIP.  The Certificate Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

      Section 4.07          Investor Q&A
            Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool.  (a) The Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum.  The “Investor Q&A Forum” shall
          be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and beneficial owners of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator relating to the
          Distribution Date Statement, (B) the Master Servicer or the Special Servicer, as applicable, relating to the reports being made available pursuant to Section 3.13(b), the Mortgage Loans (excluding any Non‐Serviced Mortgage Loan) or the
          related Mortgaged Properties or (C) the Operating Advisor relating to the Operating Advisor Annual Report or other reports prepared by the Operating Advisor or actions by the Special Servicer referenced in any Operating Advisor Annual Report
          (each an “Inquiry” and collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers thereto.  Upon receipt of an Inquiry for the Master
          Servicer, the Special Servicer, Certificate Administrator or the Operating Advisor, as applicable, and in the case of any Inquiry relating to a Non‐Serviced Mortgage Loan, to the related Non‐Serviced Master Servicer or related Non‐Serviced
          Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate person (in the case of the Master Servicer to the following:  [EMAIL ADDRESS]), in each case within a commercially reasonable period of
          time following receipt thereof.  Following receipt of an Inquiry, the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, unless such party determines not to answer such Inquiry as
          provided below, shall reply to the Inquiry, which reply of the Master Servicer, Special Servicer or the Operating Advisor, as applicable, shall be delivered to the Certificate Administrator by electronic mail.  In the case of an Inquiry relating
          to a Non‐Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related Non‐Serviced Master Servicer or the related Non‐Serviced Special Servicer, as applicable; provided that the
          Certificate Administrator shall not be responsible for the content of such answer or any delay or failure to obtain such answer.  The Certificate Administrator shall post (within a commercially reasonable period of time following preparation or
          receipt of such answer, as the case may be) such Inquiry

      
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      and the related answer to the Certificate Administrator’s Website.  If the Certificate Administrator, the Master Servicer, the Special Servicer or the
        Operating Advisor determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders,
        (iii) answering any Inquiry would be in violation of applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense
        to, the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information (subject to the Privileged Information
        Exception), or (vi) answering any Inquiry is otherwise, for any reason, not advisable, it shall not be required to answer such Inquiry and, in the case of the Master Servicer, the Special Servicer or the Operating Advisor, shall promptly notify the
        Certificate Administrator of such determination.  In addition, no party shall post or otherwise disclose any direct communications with the Directing Certificateholder as part of its response to any Inquiries.  The Certificate Administrator shall
        notify the Person who submitted such Inquiry in the event that the Inquiry will not be answered.  Any notice by the Certificate Administrator to the Person who submitted an Inquiry that will not be answered shall include the following statement: 
        “Because the Pooling and Servicing Agreement provides that the Master Servicer, the Special Servicer, the Certificate Administrator and the Operating Advisor shall not answer an Inquiry if it determines, in its respective sole discretion, that
        (i) any Inquiry is beyond the scope of the topics described in the Pooling and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in
        violation of applicable law or the applicable Mortgage Loan documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional costs or expenses to the Trustee, the Master Servicer, the Special
        Servicer, the Certificate Administrator or Operating Advisor, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information, or (vi) answering any Inquiry is otherwise, for any reason, not advisable, no inference
        should or may be drawn from the fact that the Master Servicer, the Special Servicer, the Certificate Administrator or the Operating Advisor has declined to answer the Inquiry.”  Answers posted on the Investor Q&A Forum will be attributable only
        to the respondent, and shall not be deemed to be answers from any of the Depositor, the Underwriters or any of their respective Affiliates.  None of the Underwriters, Depositor, the Master Servicer, the Special Servicer, the Certificate
        Administrator, the Trustee or the Operating Advisor or any of their respective Affiliates will certify to any of the information posted in the Investor Q&A Forum and no such party shall have any responsibility or liability for the content of
        any such information.  The Certificate Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative or
        ministerial in nature.  The Investor Q&A Forum will not reflect questions, answers and other communications that are not submitted via the Certificate Administrator’s Website.  Notwithstanding the foregoing, the Operating Advisor shall not be
        required to respond to any Inquiries from Certificateholders for which its response would require the Operating Advisor to provide information to such inquiring Certificateholders that they are otherwise not entitled to receive under the terms of
        this Agreement.

      (b)          The Certificate Administrator
          shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person, the Investor Registry.

      
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      The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s Website, where Certificateholders and Certificate
        Owners that are Privileged Persons can register and thereafter obtain information with respect to any other Certificateholder or Certificate Owner that has so registered.  Any person registering to use the Investor Registry will be required to
        certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged Person and (b) it grants authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least
        forty‐five (45) days from the date of such certification to persons entitled to access to the Investor Registry.  Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name and email address,
        as well as certain optional fields such as address, phone, and Class(es) of Certificates owned.  If any Certificateholder or Certificate Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which
        notice may not be within forty‐five (45) days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry.  The Certificate Administrator will not be responsible for verifying or validating any
        information submitted on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon.  The Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Investor
        Registry.

      (c)          The 17g‐5 Information Provider
          shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool.  The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g‐5 Information Provider’s Website, where
          NRSROs may (i) submit questions to the Certificate Administrator relating to any Distribution Date Statements, or submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports prepared by such parties
          (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating Agency Inquiries that have been previously submitted and answered, together with the responses thereto.  In addition, NRSROs may use the forum to submit requests (each
          such submission also, a “Rating Agency Inquiry”) to the Master Servicer for loan‐level reports and other related information.  Upon receipt of a Rating Agency Inquiry for the Master Servicer or the Special Servicer, the 17g‐5 Information
          Provider shall forward the Rating Agency Inquiry to the appropriate person (in the case of the Master Servicer to the following:  [EMAIL ADDRESS]), in each case within a commercially reasonable period of time following receipt thereof.  Following
          receipt of a Rating Agency Inquiry from the 17g‐5 Information Provider, the Master Servicer or the Special Servicer, as applicable, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply by email to the
          Certificate Administrator.  The 17g‐5 Information Provider shall post (within a commercially reasonable period of time following receipt of such response) such Rating Agency Inquiry with the related response thereto (or such reports, as
          applicable) to the Rating Agency Q&A Forum and Document Request Tool.  Any reports posted by the 17g‐5 Information Provider in response to an inquiry may be posted on a separate website or web page accessible by a link on the 17g‐5
          Information Provider’s Website.  If the Certificate Administrator, the Master Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering any Rating Agency Inquiry would be in violation of applicable law,
          the Servicing Standard, this Agreement or any Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney‐client privilege with, or the disclosure of attorney work
          product, or (iii) (A) answering any Rating Agency Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer or the Special Servicer, as

      
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      applicable, and (B) the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing
        Standard (or in good faith, in the case of the Certificate Administrator) that the performance of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity as Certificate Administrator, Master Servicer
        or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such Rating Agency Inquiry and shall promptly notify the 17g‐5 Information Provider by email of such determination.  The 17g‐5 Information Provider shall
        promptly thereafter post the Rating Agency Inquiry with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool.  The 17g‐5 Information Provider will not be liable for the failure by any other such Person to so
        answer.  Questions posted on the Rating Agency Q&A Forum and Document Request Tool shall not be attributed to the submitting NRSRO.  Answers posted on the Rating Agency Q&A Forum and Document Request Tool will be attributable only to the
        respondent, and shall not be deemed to be answers from any other person.  None of the Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the information posted in the Rating Agency Q&A Forum and Document
        Request Tool and no such party shall have any responsibility or liability for the content of any such information.  The 17g‐5 Information Provider shall not be required to post to the 17g‐5 Information Provider’s Website any Rating Agency Inquiry
        or answer thereto that the 17g‐5 Information Provider determines, in its sole discretion, is administrative or ministerial in nature.  The Rating Agency Q&A Forum and Document Request Tool will not reflect questions, answers and other
        communications that are not submitted via the 17g‐5 Information Provider’s Website.

      Section 4.08          Secure Data Room. 






          (a) The Certificate Administrator shall create a Secure Data Room and the Depositor shall, upon the receipt of each Mortgage Loan Seller’s Diligence File Certification and within 120 days following the Closing Date, deliver to the Certificate
          Administrator an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the Intralinks Site.  Upon receipt thereof, the Certificate Administrator shall promptly upload the contents of
          each Diligence File actually received by it to the Secure Data Room.  Access to the Secure Data Room shall be granted by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any other Person at the direction of the
          Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator of a certification substantially in the form of Exhibit SS hereto (which shall be sent via email to
          [_______________] or submitted electronically via the Certificate Administrator’s website).  In no case whatsoever shall Certificateholders be permitted to access the Secure Data Room.  For the avoidance of doubt, the Certificate Administrator
          shall be under no obligation to post any documents or information to the Secure Data Room other than the contents of the Diligence Files initially delivered to it by the Depositor.

      (b)          The Certificate Administrator
          shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the transaction or
          confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator.  In no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge
          of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room.  In the event that any document or information is posted in error, the

      
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      Certificate Administrator may remove such document or information from the Secure Data Room.  The Certificate Administrator shall not have any obligation to
        produce physical or electronic copies of any document or information provided to it for posting to the Secure Data Room.  The Certificate Administrator shall not be responsible or held liable for any other Person’s use or dissemination of the
        documents or information contained on the Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or willful misconduct.  The Certificate Administrator shall not be required to restrict
        access to the Secure Data Room on a loan-by-loan basis and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties and responsibilities under this Agreement.

      (c)          Upon the resignation or
          removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor or
          the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the
          Certificate Administrator pursuant to Section 8.07.  Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust, the Master Servicer or the Special Servicer, as applicable,
          may direct the Certificate Administrator in writing to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate Administrator shall not be obligated to delete
          any Diligence File from the Secure Data Room.  Following the termination of the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data Room.  Upon deletion, in no event
          shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.

       [End of Article IV]

      ARTICLE V

          

          THE CERTIFICATES

      Section 5.01          The Certificates. 






          (a) The Certificates will be substantially in the respective forms annexed hereto as Exhibits A‐1 through and including A‐24, with such appropriate insertions, omissions, substitutions and other variations as are required or
          permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks
          of identification and such legends or endorsements placed thereon as may be required by law, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof.  The Class
          [LOAN-SPECIFIC] Certificates will be issued in minimum denominations of $100,000 and integral multiples of $1 in excess of $100,000.  The Class X Certificates will be issuable only in minimum Denominations of authorized initial Notional Amount of
          not less than $1,000,000 and in integral multiples of $1.00 in excess thereof.  The Offered Certificates (other than the Class [X-A] Certificates and Class [X-B] Certificates) will be issuable only in minimum Denominations of authorized initial
          Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof.  The Non‐Registered Certificates (other than the Class [X-

      
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      C], Class [X-D], Class [X-E], Class [X-F], Class [X-NR], Class [R] and Class [ARD] Certificates) will be issuable in minimum Denominations of authorized
        initial Certificate Balance of not less than $100,000, and in integral multiples of $1.00 in excess thereof.  If the Original Certificate Balance or initial Notional Amount, as applicable, of any Class does not equal an integral multiple of $1.00,
        then a single additional Certificate of such Class may be issued in a minimum denomination of authorized initial Certificate Balance or initial Notional Amount, as applicable, that includes the excess of (i) the Original Certificate Balance or
        initial Notional Amount, as applicable, of such Class over (ii) the largest integral multiple of $1.00 that does not exceed such amount.  The Class [R] and Class [ARD] Certificates shall be issued, maintained and transferred in minimum percentage
        interests of 10% of such Class [R] or Class [ARD] Certificates and in integral multiples of 1% in excess thereof.

      (b)          One authorized signatory shall
          sign the Certificates for the Certificate Registrar by manual or facsimile signature.  If an authorized signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the Certificate,
          the Certificate shall be valid nevertheless.  A Certificate shall not be valid until an authorized signatory of the Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate.  The
          signature shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.

      Section 5.02          Form and
            Registration.  No transfer of any Non‐Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable
          state securities laws, or is made in a transaction which does not require such registration or qualification.  If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to [DIRECTING CERTIFICATEHOLDER])
          is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:

      (a)          Each Class of the
          Non‐Registered Certificates sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S under the Act shall initially be represented by a temporary book‐entry certificate in definitive,
          fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Book‐Entry Certificate”), which shall be deposited on the Closing Date on behalf of the
          purchasers of the Non‐Registered Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for
          the account of designated agents holding on behalf of Euroclear and/or Clearstream.  Prior to the expiration of the 40‐day period commencing on the later of the commencement of the offering and the Closing Date (the “Restricted Period”),
          beneficial interests in each Temporary Regulation S Book‐Entry Certificate may be held only through Euroclear or Clearstream.  After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Book‐Entry Certificate
          may be exchanged for an interest in the related Regulation S Book‐Entry Certificate in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f).  During the Restricted Period,
          distributions due in respect of a beneficial interest in a Temporary Regulation S Book‐Entry Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non‐U.S. Beneficial Ownership
          Certification.  After the expiration of the Restricted Period, distributions

      
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      due in respect of any beneficial interests in a Temporary Regulation S Book‐Entry Certificate shall not be made to the holders of such beneficial interests
        unless exchange for a beneficial interest in the Regulation S Book‐Entry Certificate of the same Class is improperly withheld or refused.  The aggregate Certificate Balance of a Temporary Regulation S Book‐Entry Certificate or a Regulation S
        Book‐Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.

      On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
        Administrator shall deliver to the Certificate Registrar the Regulation S Book‐Entry Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph.  [CERTIFICATE
        ADMINISTRATOR] is hereby initially appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges as herein provided.  If
        [CERTIFICATE ADMINISTRATOR] is removed as Certificate Administrator, then [CERTIFICATE ADMINISTRATOR] shall be terminated as Authenticating Agent.  If the Authenticating Agent is terminated, the Trustee shall appoint a successor authenticating
        agent, which may be the Trustee or an Affiliate thereof.

      The Class [LOAN-SPECIFIC] Certificates shall not be offered in Offshore Transactions in reliance on Regulation S under the Act.

      (b)          Certificates of each Class of
          Non‐Registered Certificates [(other than any

          Risk Retention Certificates [and the VRR Interest ]during the Transfer Restriction Period)] offered and sold to Qualified Institutional Buyers in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by Rule 144A
          Book‐Entry Certificates, which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository.  The
          aggregate Certificate Balance of a Rule 144A Book‐Entry Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.  The
          Class [LOAN-SPECIFIC] Certificates may only be offered and sold to Qualified Institutional Buyers in reliance on Rule 144A.

      (c)          Certificates of each Class of
          Non‐Registered Certificates that are initially offered and sold to investors that are Institutional Accredited Investors that are not Qualified Institutional Buyers (the “Non‐Book Entry Certificates”) shall be in the form of Definitive
          Certificates, substantially in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non‐Book Entry
          Certificates to the respective beneficial owners or owners.  The Class [LOAN-SPECIFIC] Certificates shall not be offered, sold or transferred to investors that are Institutional Accredited Investors who are not also Qualified Institutional
          Buyers.  For the avoidance of doubt, the Class [R] Certificates shall only be in the form of Definitive Certificates[, and the Risk Retention Certificates and the VRR Interest shall be issued in the form of Definitive Certificates at all times
          during the Transfer Restriction Period].

      
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      (d)          Owners of beneficial interests
          in Book‐Entry Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless:  (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to
          discharge properly its responsibilities as depository with respect to the Book‐Entry Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified successor within
          ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with
          such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances will certificated Non‐Registered Certificates be
          issued to beneficial owners of a Temporary Regulation S Book‐Entry Certificate.  Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the
          form of Book‐Entry Certificates and upon surrender by the Depository of any Book‐Entry Certificate of such Class and receipt from the Depository of instructions for re‐registration, the Certificate Registrar shall issue Certificates of such Class
          in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Book‐Entry Certificate, the same legends regarding transfer restrictions borne by such Book‐Entry Certificate), and thereafter the
          Certificate Registrar shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement.  Unless and until Definitive Certificates are issued in respect of a Class of Book‐Entry Certificates, beneficial
          ownership interests in such Class of Certificates will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references to actions by Holders of such Class of Certificates will refer to
          action taken by the Depository upon instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures and, except as otherwise set forth herein, all
          references herein to payments, notices, reports and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered Holder thereof, for distribution to
          the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures.

      Section 5.03          Registration of
            Transfer and Exchange of Certificates.  (a) The Certificate Administrator shall keep or cause to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such reasonable regulations as it may
          prescribe, the Certificate Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate Registrar”). 






          In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates of each Class of Non‐Registered Certificates
          represented by a Temporary Regulation S Book‐Entry Certificate, a Regulation S Book‐Entry Certificate and a Rule 144A Book‐Entry Certificate and accepting Certificates for exchange and registration of transfer and (ii) transmitting to the
          Depositor, the Master Servicer and the Special Servicer any notices from the Certificateholders.

      (b)          Subject to the restrictions on
          transfer set forth in this Article V, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute,

      
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      authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
        interest and of the same Class.

      (c)          Rule 144A Book‐Entry
            Certificate to Temporary Regulation S Book‐Entry Certificate.  If a holder of a beneficial interest in the Rule 144A Book‐Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time during
          the Restricted Period to exchange its interest in such Rule 144A Book‐Entry Certificate for an interest in the Temporary Regulation S Book‐Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book‐Entry Certificate
          to a Person who is required to take delivery thereof in the form of an interest in the Temporary Regulation S Book‐Entry Certificate of the same Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the
          exchange of such interest for an equivalent beneficial interest in such Temporary Regulation S Book‐Entry Certificate.  Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.06(b) hereof, of
          (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest in the Temporary Regulation S Book‐Entry Certificate
          in an amount equal to the beneficial interest in the Rule 144A Book‐Entry Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information regarding the Euroclear or Clearstream account
          to be credited with such increase and the name of such account and (3) a certificate in the form of Exhibit I hereto given by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance
          with the transfer restrictions applicable to the Book‐Entry Certificates and pursuant to and in accordance with Regulation S, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance
          of the Rule 144A Book‐Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Book‐Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A
          Book‐Entry Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both) a beneficial interest in the Temporary
          Regulation S Book‐Entry Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book‐Entry Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial
          interest in the Rule 144A Book‐Entry Certificate that is being exchanged or transferred.

      (d)          Rule 144A Book‐Entry
            Certificate to Regulation S Book‐Entry Certificate.  If a holder of a beneficial interest in the Rule 144A Book‐Entry Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the
          Restricted Period to exchange its interest in such Rule 144A Book‐Entry Certificate for an interest in the Regulation S Book‐Entry Certificate of the same Class, or to transfer its interest in such Rule 144A Book‐Entry Certificate to a Person who
          is required to take delivery thereof in the form of an interest in a Regulation S Book‐Entry Certificate, such holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent
          beneficial interest in such Regulation S Book‐Entry Certificate.  Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.06(b) hereof, of (1) instructions given in accordance with the Depository’s
          procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S Book‐Entry Certificate in an amount equal to the beneficial interest in the

      
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      Rule 144A Book‐Entry Certificate to be exchanged, (2) a written order given in accordance with the Depository’s procedures containing information regarding
        the participant account of the Depository to be credited with such increase and (3) a certificate in the form of Exhibit J hereto given by the holder of such beneficial interest stating (A) that the transfer of such interest has been made
        in compliance with the transfer restrictions applicable to the Book‐Entry Certificates and pursuant to and in accordance with Regulation S, or (B) that the transferee is otherwise entitled to hold its interest in the applicable Certificates in the
        form of an interest in the Regulation S Book‐Entry Certificate, without any registration of such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel to such effect and such other documents as the
        Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Book‐Entry Certificate and to increase, or cause to be
        increased, the Certificate Balance of the Regulation S Book‐Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Book‐Entry Certificate to be exchanged, to credit or cause to be credited to the account
        of the Person specified in such instructions a beneficial interest in the Regulation S Book‐Entry Certificate equal to the reduction in the Certificate Balance of the Rule 144A Book‐Entry Certificate, and to debit, or cause to be debited, from the
        account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Book‐Entry Certificate that is being exchanged or transferred.

      (e)          Temporary Regulation S
            Book‐Entry Certificate or Regulation S Book‐Entry Certificate to Rule 144A Book‐Entry Certificate.  If a holder of a beneficial interest in a Temporary Regulation S Book‐Entry Certificate or Regulation S Book‐Entry Certificate deposited
          with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation S Book‐Entry Certificate or Regulation S Book‐Entry Certificate for an interest in the Rule 144A Book‐Entry
          Certificate of the same Class, or to transfer its interest in such Temporary Regulation S Book‐Entry Certificate or Regulation S Book‐Entry Certificate to a Person who is required to take delivery thereof in the form of an interest in the
          Rule 144A Book‐Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in
          the Rule 144A Book‐Entry Certificate of the same Class.  Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.06(b) hereof, of (1) instructions from Euroclear or Clearstream, if applicable, and
          the Depository, directing the Certificate Registrar, as registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Book‐Entry Certificate equal to the beneficial interest in the Temporary Regulation S Book‐Entry
          Certificate or Regulation S Book‐Entry Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited with such increase, (2) with respect to a transfer of an interest in
          the Regulation S Book‐Entry Certificate, information regarding the participant account of the Depository to be debited with such decrease and (3) with respect to a transfer of an interest in the Temporary Regulation S Book‐Entry Certificate for
          an interest in the Rule 144A Book‐Entry Certificate (i) during the Restricted Period, a certificate in the form of Exhibit K hereto given by the holder of such beneficial interest and stating that the Person transferring such interest in
          the Temporary Regulation S Book‐Entry Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Book‐Entry Certificate is a Qualified Institutional Buyer or (ii) after the Restricted Period, an Investment
          Representation Letter in the form of Exhibit C attached hereto from the transferee to the effect

      
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      that such transferee is a Qualified Institutional Buyer (an “Investment Representation Letter”) and is obtaining such beneficial interest in a
        transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Temporary Regulation S Book‐Entry Certificate or Regulation S
        Book‐Entry Certificate and to increase, or cause to be increased, the Certificate Balance of the Rule 144A Book‐Entry Certificate by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S Book‐Entry Certificate
        or Regulation S Book‐Entry Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited, to the account of the Person specified in such instructions,
        a beneficial interest in the Rule 144A Book‐Entry Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation S Book‐Entry Certificate or Regulation S Book‐Entry Certificate and to debit, or cause to be debited, from
        the account of the Person making such transfer the beneficial interest in the Temporary Regulation S Book‐Entry Certificate or Regulation S Book‐Entry Certificate that is being transferred.

      (f)          Temporary Regulation S
            Book‐Entry Certificate to Regulation S Book‐Entry Certificate.  Interests in a Temporary Regulation S Book‐Entry Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate
          (a “Non‐U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate substantially in the form of Exhibit L hereto from the holder of a beneficial interest in such
          Temporary Regulation S Book‐Entry Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S Book‐Entry Certificate of the same Class.  The Certificate Registrar shall effect such exchange by delivering to the
          Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation S Book‐Entry Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S Book‐Entry
          Certificate initially exchanged for interests in the Regulation S Book‐Entry Certificate.  The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate or certificates referred to above may be relied upon by the
          Depositor and the Certificate Registrar as conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary Regulation S
          Book‐Entry Certificate.  Upon any exchange of interests in the Temporary Regulation S Book‐Entry Certificate for interests in the Regulation S Book‐Entry Certificate, the Certificate Registrar shall endorse the Temporary Regulation S Book‐Entry
          Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount so exchanged and shall endorse the Regulation S Book‐Entry Certificate to reflect the corresponding increase in the amount represented thereby. 
          Until so exchanged in full and except as provided therein, the Temporary Regulation S Book‐Entry Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S
          Book‐Entry Certificate and Rule 144A Book‐Entry Certificate authenticated and delivered hereunder.

      (g)          Non‐Book Entry Certificate
            to Book‐Entry Certificate.  If a holder of a Non‐Book Entry Certificate (other than [(a) a Class [R] Certificate, (b) a Risk Retention Certificate during the Transfer Restriction Period or (c) any Certificate evidencing the VRR Interest
          during the Transfer Restriction Period]) wishes at any time to exchange its interest in such Non‐Book Entry Certificate for an interest in a Book‐Entry Certificate of the same Class, or to transfer all or part of such Non‐Book Entry Certificate
          to a Person who is entitled to take

      
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      delivery thereof in the form of an interest in a Book‐Entry Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, if
        applicable, and the Depository, cause the exchange of all or part of such Non‐Book Entry Certificate for an equivalent beneficial interest in the appropriate Book‐Entry Certificate of the same Class.  Upon receipt by the Certificate Registrar, as
        registrar, at its office designated in Section 5.06(b) hereof, of (1) such Non‐Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or
        cause to be credited, a beneficial interest in the applicable Book‐Entry Certificate equal to the portion of the Certificate Balance of the Non‐Book Entry Certificate to be exchanged, such instructions to contain information regarding the
        participant account with the Depository to be credited with such increase and (3) a certificate in the form of Exhibit M hereto (in the event that the applicable Book‐Entry Certificate is the Temporary Regulation S Book‐Entry Certificate),
        in the form of Exhibit N hereto (in the event that the applicable Book‐Entry Certificate is the Regulation S Book‐Entry Certificate) or in the form of Exhibit O hereto (in the event that the applicable Book‐Entry Certificate is the
        Rule 144A Book‐Entry Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non‐Book Entry Certificate, shall, if applicable, execute, authenticate and deliver to the transferor a new
        Non‐Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased, such Book‐Entry Certificate by the aggregate Certificate
        Balance of the portion of the Non‐Book Entry Certificate to be exchanged and to credit, or cause to be credited, to the account of the Person specified in such instructions a beneficial interest in the applicable Book‐Entry Certificate equal to the
        Certificate Balance of the portion of the Non‐Book Entry Certificate so canceled.  Upon the written direction of the Depositor (which may be by email to [EMAIL ADDRESS]) or its Affiliate, the Certificate Registrar shall execute any instrument as
        may be reasonably required by the Depository to effect such exchange.

      (h)          Non‐Book Entry Certificates
            on Initial Issuance Only.  Subject to the issuance of Definitive Certificates, if and when permitted by [Section 5.02(d)][Section 5.02(c), Section 5.02(d), and subject to the issuance and transfer of the Risk Retention
          Certificates and the VRR Interest during the Transfer Restriction Period in accordance with Section 5.03(i)], no Non‐Book Entry Certificate shall be issued to a transferee of an interest in any Rule 144A Book‐Entry Certificate, Temporary
          Regulation S Book‐Entry Certificate or Regulation S Book‐Entry Certificate or to a transferee of a Non‐Book Entry Certificate (or any portion thereof).

      (i)          Other Exchanges.  In
          the event that a Book‐Entry Certificate is exchanged for a Definitive Certificate, such Certificates may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of subsections (c) through (f)
          above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation S under the Act, at the case may be) and such other procedures as may from time to time be adopted by the Certificate
          Registrar.

      (j)          Restricted Period. 
          Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests in the Temporary Regulation S Book‐Entry Certificate to U.S. persons (as defined in Regulation S) shall be limited to
          transfers made pursuant to the provisions of subsection (e) above.

      
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      (k)          If Non‐Registered Certificates
          are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non‐Registered Certificates so issued shall
          bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the
          restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A or Regulation S under the Act.  Upon provision of such satisfactory evidence, the Certificate Registrar shall
          authenticate and deliver Certificates that do not bear such legend.

      (l)          All Certificates surrendered
          for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate Registrar in accordance with the Certificate Registrar’s customary procedures.

      (m)          With respect to the ERISA
          Restricted Certificates, no sale, transfer, pledge or other disposition (other than any initial transfer to the Initial Purchasers) of any such Certificate shall be made unless the Trustee and Certificate Administrator shall have received either
          (i) a representation letter from the proposed purchaser or transferee of such Certificate substantially in the form of Exhibit F‐1 attached hereto, to the effect that such proposed purchaser or transferee is not (A) an employee benefit
          plan subject to the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975 of the Code, or a governmental plan (as defined in Section 3(32) of ERISA) or other plan subject to any federal, state or local law (“Similar
            Law”) which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (each, a “Plan”) or (B) a person acting on behalf of or using the assets of any such Plan (including an entity whose underlying assets
          include Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3‐101, as modified by Section 3(42) of ERISA), other than an insurance company using the assets of its general
          account under circumstances whereby the purchase and holding of such Certificates by such insurance company will be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III of Prohibited Transaction Class
          Exemption 95‐60 (or, in the case of a Plan subject to Similar Law, where the purchase, holding and disposition of such Certificates will not result in a non-exempt violation of Similar Law) or (ii) if such Certificate which may be held only by a
          person not described in clauses (A) or (B) above, is presented for registration in the name of a purchaser or transferee that is any of the foregoing, an Opinion of Counsel in form and substance satisfactory to the Trustee, the
          Certificate Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee will not constitute or result in a non‐exempt “prohibited transaction” within the meaning of ERISA or
          Section 4975 of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Initial Purchasers, the Underwriters, the Operating Advisor,
          the Asset Representations Reviewer, [OTHER RELEVANT PARTY(-IES)] or the Depositor to any obligation or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth
          in the Agreement.  The Trustee and Certificate Administrator shall not register the sale, transfer, pledge or other disposition of any ERISA Restricted Certificate unless the Trustee and Certificate Administrator have received either the
          representation letter described in clause (i) above or the Opinion of Counsel described in clause (ii) above.  The costs of any of the foregoing representation letters or Opinions of

      
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      Counsel shall not be borne by any of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Initial
        Purchasers, the Underwriters, the Operating Advisor, the Asset Representations Reviewer or the Trust.  Each Certificate Owner of an ERISA Restricted Certificate shall be deemed to represent that it is not a Person specified in clauses (i)(A)
        or (i)(B) above.  Any transfer, sale, pledge or other disposition of any ERISA Restricted Certificates that would constitute or result in a prohibited transaction under ERISA, Section 4975 of the Code or any Similar Law, or would otherwise
        violate the provisions of this Section 5.03(m) shall be deemed absolutely null and void ab initio, to the extent permitted under applicable law.

      (n)          No Class [R] or Class [ARD]
          Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying assets include Plan
          assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class [R] or Class [ARD] Certificate.  Each prospective
          transferee of a Class [R] or Class [ARD] Certificate shall deliver to the transferor and the Certificate Administrator a representation letter, substantially in the form of Exhibit F‐2, stating that the prospective transferee is not a
          Plan or a person acting on behalf of or using the assets of a Plan.  Any attempted or purported transfer in violation of these transfer restrictions shall be null and void ab initio and shall vest no
          rights in any purported transferee and shall not relieve the transferor of any obligations with respect to the applicable Certificates.

      (o)          Each Person who has or
          acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
          Interest are expressly subject to the following provisions:

      
        

        

        
          (i) Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted
            Transferee and shall not acquire or hold such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted Transferee.  Any such Person shall promptly notify the
            Certificate Registrar of any change or impending change in its status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee.  Any acquisition described in the first sentence of this Section 5.03(n)
            by a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately
            preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest as soon and as fully as possible.

        

      

      
        

        

        
          (ii) No Residual Ownership Interest may be Transferred, and no such Transfer shall be
            registered in the Certificate Register, without the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such proposed Transfer shall not be effective, without such consent
            with respect thereto.  In connection with any proposed Transfer of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee to deliver, and the proposed transferee
            shall deliver to the Certificate Registrar

        

      

      
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      and to the proposed transferor, an affidavit in substantially the form attached as Exhibit D‐1 (a “Transferee Affidavit”) of
        the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed
        transferee understands that, as the holder of a Residual Ownership Interest, it may incur liabilities in excess of cash flows generated by the residual interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual
        Ownership Interest as they become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable
        income tax treaty, of such proposed transferee or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed
        transferee has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and (6) the proposed transferee expressly
        agrees to be bound by and to abide by the provisions of this Section 5.03(n) and (y) other than in connection with the initial issuance of a Class [R] Certificate, require a statement from the proposed transferor substantially in the form
        attached as Exhibit D‐2 (the “Transferor Letter”), that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed
        transferee’s statements therein are false.

      
        

        

        
          (iii) Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii)
            above, if a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed transferee shall be effected and such proposed Transfer shall not be
            registered on the Certificate Register; provided, however, the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee is a Permitted Transferee.  Upon
            notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions, and in any
            event not later than sixty (60) days after a request for information from the transferor of such Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue Service and the transferor of such
            Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e) of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions
            with respect to such Class [R] Certificate (or portion thereof) for periods after such Transfer.  At the election of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information
            to the transferor or to such agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing such information.

        

      

      (p)          The Class [R] Certificates may
          only be transferred to and owned by Qualified Institutional Buyers.

      
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      (q)          Notwithstanding any other
          provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements respecting payments to Certificateholders and other payees of interest or original issue discount that the Certificate Administrator
          reasonably believes are applicable under the Code.  The consent of Certificateholders or payees shall not be required for such withholding, and the Certificateholders shall be required to provide the Certificate Administrator with such forms and
          such other information reasonably required by the Certificate Administrator.  If the Certificate Administrator does withhold any amount from interest or original issue discount payments or advances thereof to any Certificateholder or payee
          pursuant to federal withholding requirements, the Certificate Administrator shall indicate the amount withheld to such Person.  Such amounts shall be deemed to have been distributed to such Persons for all purposes of this Agreement.

      (r)          Each purchaser or transferee
          of Certificates that is a Plan subject to ERISA or to Section 4975 of the Code (an “ERISA Plan”) or a person acting on behalf of or using the assets of any such ERISA Plan will be deemed to have represented and warranted that (i) none of
          the Depositor, the Trustee, any Underwriter, the [INSERT RELEVANT SERVICERS], the Certificate Administrator or [INSERT OTHER RELEVANT TRANSACTION PARTIES] or any of their respective affiliated entities, has provided any investment recommendation
          or investment advice on which such purchaser or transferee or the fiduciary making the investment decision for such purchaser or transferee has relied in connection with the decision to acquire Certificates, and they are not otherwise acting as a
          fiduciary (within the meaning of Section 3(21) of ERISA or Section 4975(e)(3) of the Code) to such purchaser or transferee in connection with its acquisition of Certificates (except where an exemption applies (all of the conditions of which are
          satisfied) or it would not otherwise result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code), and (ii) the Plan fiduciary making the decision to acquire the Certificates is exercising its own independent judgment in
          evaluating the investment in the Certificates.

      Section 5.04          Mutilated,
            Destroyed, Lost or Stolen Certificates.  If (a) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate
          and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless, then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona
          fide purchaser, the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust.  In connection
          with the issuance of any new Certificate under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to cover any expenses (including the fees and expenses of the Certificate Registrar) connected
          therewith.  Any replacement Certificate issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate
          shall be found at any time.

      Section 5.05          Persons Deemed
            Owners.  The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the owner of
          such Certificate for the purpose of receiving distributions as provided in this Agreement and for

      
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      all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar,
        nor any agent of any of them shall be affected by any notice to the contrary; provided, however, that to the extent that a party to this Agreement responsible for distributing any report, statement or other information required to
        be distributed to Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute such report, statement or other information to such beneficial owner (or prospective transferee).

      Section 5.06          Access to List of
            Certificateholders’ Names and Addresses; Special Notices.  (a) The Certificate Registrar shall maintain in as current form as is reasonably practicable the most recent list available to it of the names and addresses of the
          Certificateholders.  If any Certificateholder that has provided an Investor Certification (i) requests in writing from the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such Certificateholder
          desires to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates and (iii) provides a copy of the communication which Certificateholder proposes to transmit, then the Certificate
          Registrar shall, within ten (10) Business Days after the receipt of such request, afford such Certificateholder (at such Certificateholder’s sole cost and expense) access during normal business hours to a current list of the Certificateholders
          related to the Class of Certificates held by such Certificateholder.  Every Certificateholder, by receiving and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable by reason of the disclosure of any such
          information as to the list of the Certificateholders or the identity of the Directing Certificateholder hereunder, regardless of the source from which information was derived.  The Master Servicer, the Special Servicer, the Trustee, the
          Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from time to time upon request therefor.

      (b)          (i) The Certificate
          Administrator shall include in any Form 10-D any written request received in accordance with Section 11.04(a) prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
          Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement.  Any Form 10-D
          containing such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the
          request was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or Certificate
          Owners with regard to the possible exercise of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.

      
        

        

        
          (ii) In verifying the identity of any Certificateholder or Certificate Owner in connection
            with any request to communicate, (i) if the Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator shall not require any further verification or (ii) if the
            Certificateholder or Certificate Owner is not the holder of record with respect to any Certificate, the

        

      

      
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      Certificate Administrator shall require no more than (x) a written certification from such Certificateholder or Certificate Owner that it
        is the beneficial owner of a Certificate and (y) another document confirming ownership of such Certificate (e.g., trade confirmation, account statement, or a letter from a broker-dealer).  The Certificate
        Administrator shall not have any obligation to verify the information provided by any Certificateholder or Certificate Owner in any request to communicate and may rely on such information conclusively.  Additionally, any expenses the Certificate
        Administrator incurs in connection with any request to communicate shall be paid by the Trust.

      Section 5.07          Maintenance of
            Office or Agency.  The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to
          or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served.  The Certificate Registrar initially designates its office at [●] as its office for such purposes.  The Certificate Registrar shall give prompt
          written notice to the Certificateholders and the Mortgagors of any change in the location of the Certificate Register or any such office or agency.

      Section 5.08          Appointment of
            Certificate Administrator.  (a)  [CERTIFICATE ADMINISTRATOR] is hereby initially appointed Certificate Administrator in accordance with the terms of this Agreement.  If the Certificate Administrator resigns or is terminated, the Trustee
          shall appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof to fulfill the obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements set forth in Section 8.06.

      (b)          The Certificate Administrator
          may rely upon and shall be protected in acting or refraining from acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order,
          Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties.

      (c)          The Certificate Administrator,
          at the expense of the Trust (but only if such amount constitutes “unanticipated expenses of the REMIC” within the meaning of Treasury Regulations Section 1.860G‐1(b)(3)(ii)), may consult with counsel and the advice of such counsel or any Opinion
          of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance therewith.

      (d)          The Certificate Administrator
          shall not be personally liable for any action reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.

      (e)          The Certificate Administrator
          may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not relieve the
          Certificate Administrator of its duties or obligations hereunder.

      
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      (f)          The Certificate Administrator
          shall not be responsible for any act or omission of the Trustee, the Master Servicer, the Special Servicer or the Depositor.

      Section 5.09          Exchangeable
            Certificates and the Class [EC] Certificates.  (a)  Groups of Exchangeable Certificates may be exchanged for Class [EC] certificates and vice versa, in whole or in part in accordance with the terms of this Section 5.09 and the other
          applicable provisions of Article V hereof.

      An Exchangeable Proportion will be exchangeable on the books of DTC for Class [EC] certificates that represent the same Tranche Percentage
        Interest in each Class [EC] Components as the certificates to be surrendered, and any Class [EC] certificates will be exchangeable on the books of DTC for Exchangeable Certificates that evidence the same Tranche Percentage Interest in each Class
        [EC] Components as the Class [EC] certificates to be surrendered.  There is no limit on the number of exchanges authorized under this Section 5.09; provided, exchanges will no longer be permitted following the date when the
        then-current principal balance of the Class [A-S] Regular Interest (and, correspondingly, to the extent evidencing an interest in the Class [A-S] Regular Interest, the Class [A-S] certificates and the applicable component of the Class [EC]
        certificates) is reduced to zero as a result of the payment in full of all interest and principal on that Class [EC] Components.  In all cases, however, an exchange may not occur if the face amount of the certificates to be received in the exchange
        would not represent an authorized denomination for the relevant class as described under Section 5.01.  In addition, the Depositor will have the right to make or cause exchanges on the Closing Date pursuant to instructions delivered to the
        Certificate Administrator on the Closing Date.

      The various amounts distributable on the Class [EC] certificates on each Distribution Date in respect of Interest Accrual Amounts, Interest
        Distribution Amounts, Principal Distribution Amounts, reimbursements of Realized Losses and yield maintenance charges allocated to any of the respective Tranche Percentage Interests in the Class [EC] Components represented by the Class [EC]
        certificates will be so distributed in a single, aggregate distribution to the holders of the Class [EC] certificates on such Distribution Date.  Any Realized Losses or other shortfalls, including as a result of Appraisal Reduction Events,
        allocated to the Tranche Percentage Interests in the Class [EC] Components represented by the Class [EC] certificates will be borne by such Class [EC] Certificates and any recoveries of such amounts shall be paid to such Class [EC] Certificates.

      Exchangeable Certificates that have been exchanged for and converted to Class [EC] Certificates shall be deemed to be held by the Trustee
        in uncertificated form and, for tax purposes, as assets of the Grantor Trust, and shall be deemed to be outstanding for all purposes in accordance with the terms of this Agreement.

      (b)          Exchangeable Certificates
          shall be exchangeable on the books of the Depository for Class [EC] Certificates, and Class [EC] Certificates shall be exchangeable on the books of the Depository for Exchangeable Certificates, after the Closing Date (other than any exchanges on
          the Closing Date pursuant to instructions from the Depositor).  In order to effect an exchange of the Exchangeable Certificates or Class [EC] Certificates, the Certificateholder shall notify the Certificate Administrator by e‐mail at [EMAIL
          ADDRESS] no later than

      
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      three (3) Business Days before the proposed date for the exchange and conversion (the “Exchange Date”).  The Exchange Date can be any Business Day
        other than the first or last Business Day of the month, subject to the satisfaction of the Certificate Administrator.

      (c)          With respect to the notice
          required in clause (b) above, the Certificateholder shall provide notice on the Certificateholder’s letterhead, which notice must carry a medallion stamp guarantee and set forth the following information: (i) the CUSIP Number(s) of the
          Exchangeable Certificates or Class [EC] Certificate to be exchanged and converted and the Exchangeable Certificate or the Class [EC] Certificates to be received, (ii) the outstanding principal balance of the initial Certificate Balance of the
          Exchangeable Certificates or the Class [EC] Certificates to be exchanged and converted, (iii) the Certificateholder’s Depository participant number, if applicable, and (iv) the proposed Exchange Date.  The Certificateholder will utilize the
          “deposit and withdrawal system” at the Depository to affect the exchange and conversion of the Certificates.  A notice becomes irrevocable on the second (2nd) Business Day before the proposed exchange date.

      (d)          In connection with each
          exchange, the Certificateholder may be required to pay certain fees charged by DTC and such fees must be received by the Certificate Administrator prior to the exchange date or such exchange shall not be effected.  The first distribution on an
          Exchangeable Certificate or Class [EC] certificates shall be made in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such certificate.  Neither the Certificate Administrator nor
          the Depositor shall have any obligation to ensure the availability of the applicable certificates to accomplish any exchange.

      Section 5.10          Voting Procedures. 






          With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders by mail with
          respect to Definitive Certificates.  In each case, such vote shall be administered in accordance with the following procedures, unless different procedures are otherwise described herein with respect to a specific vote:

      (a)          Any matter submitted to
          Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.  Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline which
          shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed.  The notice and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the
          registered Holders of Definitive Certificates.  In addition, the notice and related ballot shall be posted to the Certificate Administrator’s Website.  Notices delivered in this manner shall be considered delivered to all Holders regardless of
          whether any Holder actually receives the notice and ballot.

      (b)          In connection with any vote
          administered pursuant to this Agreement, voting Holders shall be required to certify their holdings in the manner set forth on the ballot, unless a specific manner is otherwise provided herein.  Holders may only vote in accordance with their
          Voting Rights.  Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate Administrator in accordance with the definition of “Voting Rights” as of the record date for the vote.  Only Classes with
          an outstanding Certificate Balance

      
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      greater than zero as of the record date of the vote shall be permitted to vote.  Once a Holder has cast its vote, the vote may be changed or retracted on or
        before the vote deadline.  Any changes or retractions shall be communicated by the Certificateholder to the Certificate Administrator in writing on a ballot.  After the vote deadline has passed, votes may not be changed or retracted by any Holder
        unless the Holder wishing to change or retract its vote holds a sufficient portion of the Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into consideration the votes
        cast by any other Holder.  Transferees or purchasers of any Class of Certificates are subject to and shall be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.

      (c)          The Certificate Administrator
          may take up to fifteen (15) Business Days to tabulate the results of any vote.  The Certificate Administrator shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline.  Illegible or
          incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be counted.  Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the
          results of the vote.  Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition and the percentage abstaining.  In addition, the notice will announce whether the proposition has
          been adopted by Certificateholders.  The notice shall be distributed in accordance with the methods described in Section 5.10(a) above.  The Certificate Administrator shall also include such notice on the Form 10‐D prepared in connection
          with the distribution period that corresponds with the date such notice is distributed.  All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest error, re-tabulate the votes or conduct a new vote for the
          same proposition.

      (d)          Any and all reasonable
          expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne by the Trust.  The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer questions
          other than process-related questions regarding the administration of the vote.

      (e)          If any party to this Agreement
          believes a vote of Certificateholders is needed for some matter related to the administration of the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and the Certificate
          Administrator will conduct the requested vote in accordance with these procedures.  Unless specifically provided herein, all such votes require a majority of Certificateholders to carry a proposition.

      [End of Article V]

      ARTICLE VI

          

          THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE DIRECTING CERTIFICATEHOLDER

      Section 6.01          Representations,
            Warranties and Covenants of the Master Servicer, Special Servicer, the Operating Advisor and the Asset Representations Reviewer.  (a) The

      
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      Master Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders (including, with
        respect to the Trust AB Whole Loan, the Holders of the Class [LOAN-SPECIFIC] Certificates), each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Special Servicer, the Asset Representations Reviewer and the Operating
        Advisor, as of the Closing Date, that:

      
        

        

        
          (i) The Master Servicer is a national banking association, duly organized, validly existing
            and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this
            Agreement;

        

      

      
        

        

        
          (ii) The execution and delivery of this Agreement by the Master Servicer, and the performance
            and compliance with the terms of this Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a
            default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets or (C) violate any law, rule, regulation, order, judgment or decree to
            which the Master Servicer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or its
            financial condition;

        

      

      
        

        

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

        

      

      
        

        

        
          (iv) This Agreement, assuming due authorization, execution and delivery by the other parties
            hereto, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership,
            moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

        

      

      
        

        

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

        

      

      
        

        

        
          (vi) No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened
            against the Master Servicer which would prohibit the Master Servicer from

        

      

      
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      entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect
        the ability of the Master Servicer to perform its obligations under this Agreement;

      
        

        

        
          (vii) The Master Servicer has errors and omissions insurance coverage that is in full force
            and effect or is self-insuring with respect to such risks, which in either case complies with the requirements of Section 3.07 hereof; [and]

        

      

      
        

        

        
          (viii) No consent, approval, authorization or order of, registration or filing with, or notice
            to, any governmental authority or court is required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the Master Servicer’s
            consummation of any transactions contemplated hereby, other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have been obtained, made or given prior to the actual performance by the
            Master Servicer of its obligations under this Agreement or (B) where the lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not have a material adverse effect on the performance by the
            Master Servicer under this Agreement[; and

        

      

      
        

        

        
          (ix) To the actual knowledge of the Master Servicer, the Master Servicer is not Risk Retention
            Affiliated with the Third Party Purchaser.]

        

      

      (b)          The Special Servicer hereby
          represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders (including, with respect to the Trust AB Whole Loan, the Holders of the Class [LOAN-SPECIFIC] Certificates), each Serviced Companion
          Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer and the Operating Advisor, as of the Closing Date, that:

      
        

        

        
          (i) The Special Servicer is a [______________], duly organized, validly existing and in good
            standing under the laws of the State of [_______], and the Special Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;

        

      

      
        

        

        
          (ii) The execution and delivery of this Agreement by the Special Servicer, and the performance
            and compliance with the terms of this Agreement by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a
            default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to
            which the Special Servicer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or its
            financial condition;

        

      

      
        

        

        
          (iii) The Special Servicer has the full power and authority to enter into and consummate all
            transactions to be performed by it contemplated by this Agreement, has

        

      

      
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      duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;

      
        

        

        
          (iv) This Agreement, assuming due authorization, execution and delivery by the other parties
            hereto, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership,
            moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

        

      

      
        

        

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

        

      

      
        

        

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

        

      

      
        

        

        
          (vii) The Special Servicer has errors and omissions coverage which is in full force and effect
            or is self-insuring with respect to such risks, which in either case complies with the requirements of Section 3.07 hereof; and

        

      

      
        

        

        
          (viii) No consent, approval, authorization or order of any court or governmental agency or
            body is required under federal or state law for the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer
            contemplated by this Agreement, except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance by the Special Servicer of its obligations under this Agreement, or which, if
            not obtained would not have a materially adverse effect on the ability of the Special Servicer to perform its obligations hereunder.

        

      

      (c)          The Operating Advisor hereby
          represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders (including, with respect to the Trust AB Whole Loan, the Holders of the Class [LOAN-SPECIFIC] Certificates), each Serviced Companion
          Noteholder, the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer and the Asset Representations Reviewer, as of the Closing Date, that:

      
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          (i) The Operating Advisor is a [________], duly organized, validly existing and in good
            standing under the laws of the State of [_______], and the Operating Advisor is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;

        

      

      
        

        

        
          (ii) The execution and delivery of this Agreement by the Operating Advisor, and the
            performance and compliance with the terms of this Agreement by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would
            constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or
            decree to which the Operating Advisor or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor to perform its obligations under this Agreement
            or its financial condition;

        

      

      
        

        

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

        

      

      
        

        

        
          (iv) This Agreement, assuming due authorization, execution and delivery by the other parties
            hereto, constitutes a valid, legal and binding obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership,
            moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

        

      

      
        

        

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

        

      

      
        

        

        
          (vi) The Operating Advisor has errors and omissions insurance coverage that is in full force
            and effect or is self-insuring with respect to such risks, which in either case complies with the requirements of Section 3.07 hereof;

        

      

      
        

        

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

        

      

      
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          (viii) No consent, approval, authorization or order of any court or governmental agency or
            body is required under federal or state law for the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement or the consummation of the transactions of the Operating Advisor
            contemplated by this Agreement, except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of its obligations under this Agreement, or which, if
            not obtained would not have a materially adverse effect on the ability of the Operating Advisor to perform its obligations hereunder.

        

      

      (d)          The Asset Representations
          Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Certificate
          Administrator, as of the Closing Date, that:

      
        

        

        
          (i) The Asset Representations Reviewer is a [____________], duly organized, validly existing
            and in good standing under the laws of the State of [_____], and the Asset Representations Reviewer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under
            this Agreement;

        

      

      
        

        

        
          (ii) The execution and delivery of this Agreement by the Asset Representations Reviewer, and
            the performance and compliance with the terms of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational documents, (B) constitute a default (or an event which, with notice or
            lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate any law, rule,
            regulation, order, judgment or decree to which the Asset Representations Reviewer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Asset Representations
            Reviewer to perform its obligations under this Agreement or its financial condition;

        

      

      
        

        

        
          (iii) The Asset Representations Reviewer has the full power and authority to enter into and
            consummate all transactions to be performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;

        

      

      
        

        

        
          (iv) This Agreement, assuming due authorization, execution and delivery by the other parties
            hereto, constitutes a valid, legal and binding obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency,
            reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

        

      

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

        

      

      
        

        

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

        

      

      
        

        

        
          (vii) The Asset Representations Reviewer has errors and omissions coverage which is in full
            force and effect or is self-insuring with respect to such risks, which in either case complies with the requirements of Section 3.07 hereof; and

        

      

      
        

        

        
          (viii) No consent, approval, authorization or order of any court or governmental agency or
            body is required under federal or state law for the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer with, this Agreement or the consummation of the transactions
            of the Asset Representations Reviewer contemplated by this Agreement, except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance by the Asset Representations Reviewer of
            its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and

        

      

      
        

        

        
          (ix) The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.

        

      

      (e)          The representations and
          warranties set forth in paragraphs Section 6.01(a)–(d) shall survive the execution and delivery of this Agreement.  Upon discovery by any party to this Agreement (or upon written notice thereof from any Certificateholder or any
          Companion Holder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the party discovering such breach
          shall give prompt written notice to the other parties hereto, each certifying Certificateholder, and, prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder.

      Section 6.02          Liability of the
            Depositor, the Master Servicer, the Operating Advisor and the Special Servicer.  The Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer shall be liable in accordance herewith
          only to the extent of the respective obligations specifically imposed upon and

      
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      undertaken by the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer and the Asset Representations Reviewer herein.

      Section 6.03          Merger,
            Consolidation or Conversion of the Depositor, the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer.  (a)  Subject to subsection (b) below, the Depositor, the Master Servicer and the
          Special Servicer each will keep in full effect its existence, rights and franchises as an entity under the laws of the jurisdiction of its incorporation or organization, and each will obtain and preserve its qualification to do business as a
          foreign entity in each jurisdiction in which qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans, the Trust Subordinate Companion Loan or Companion
          Loans and to perform its respective duties under this Agreement.

      (b)          The Depositor, the Master
          Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all or
          substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the
          Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or
          the Asset Representations Reviewer, shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer (such Person, in the case of the Master Servicer or the Special
          Servicer, in each of the foregoing cases, the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper (other than an assumption agreement wherein the successor shall agree to perform the obligations
          of and serve as the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, or the Asset Representations Reviewer, as the case may be, in accordance with the terms of this Agreement) or any further act on the part of any of
          the parties hereto, anything herein to the contrary notwithstanding; provided, however, that with respect to such merger, consolidation or succession, Rating Agency Confirmation is received from each Rating Agency with respect to
          the Classes of Certificates and, with respect to any class of Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its
          then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates as described in Section 3.25);




          provided, further, that if the Master Servicer, the Special Servicer or the Operating Advisor enters into a merger and the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, is the surviving entity under
          applicable law, the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates
          or, with respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings; provided, further,
          that for so long as the Trust, and, with respect to any Companion Loan included as part of the Trust in a related Other Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer or
          the Operating Advisor notifies the

      
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      Depositor in writing (a “Merger Notice”) of any such merger, consolidation, conversion or other change in form, and the Depositor or the depositor in
        such Other Securitization, as the case may be, notifies the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, in writing that the Depositor or the depositor in such Other Securitization, as the case may be, has
        discovered that such successor entity has not complied with its Exchange Act reporting obligations under any other commercial mortgage loan securitization (and specifically identifying the instance of noncompliance), then it shall be an additional
        condition to such succession that the Depositor or the depositor in such Other Securitization, as the case may be, shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor entity.  Notwithstanding the
        foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain the Master Servicer, Special Servicer or Operating Advisor, as applicable, under this Agreement after (x) being merged or consolidated with or into any Person that is a
        Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited Party, except to the extent (i) the Master Servicer, the Special Servicer or Operating Advisor, as applicable, is the
        surviving entity of such merger, consolidation or transfer and has been and continues to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation or transfer, which consent
        shall not be unreasonably withheld.  If, within sixty (60) days following the date of delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization, as the case may be, the Depositor or depositor in such Other
        Securitization, as the case may be, shall have failed to notify the Master Servicer or the Special Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s determination, in the case of an Other Securitization, to grant
        or withhold such consent, such failure shall be deemed to constitute a grant of such consent.  If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate, and if the conditions set forth in the third
        proviso of the second preceding sentence are not met the Trustee shall terminate, the applicable Surviving Entity’s servicing of the Mortgage Loans and the Trust Subordinate Companion Loan pursuant hereto, such termination to be effected in the
        manner set forth in Section 13.01.

      
        

        

        
          (i) The Asset Representations Reviewer shall keep in full effect its existence and rights as
            an entity under the laws of the jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement.

        

      

      
        

        

        
          (ii) Any Person into which the Asset Representations Reviewer may be merged or consolidated,
            or any Person resulting from any merger or consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Asset Representations Reviewer, shall be the successor of the Asset
            Representations Reviewer hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution or filing of any paper or any further act on the part of any
            of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving Person.

        

      

      Section 6.04          Limitation on
            Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others.

      
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      (a)  None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset
        Representations Reviewer or any of the partners, directors, officers, shareholders, members, managers, employees or agents of any of the foregoing shall be under any liability to the Trust, the Certificateholders (including, with respect to the
        Trust AB Whole Loan, the Holders of the Class [LOAN-SPECIFIC] Certificates) or the Companion Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
        however, that (i) this provision shall not protect the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person
        against any breach of warranties or representations made by it herein or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of such party’s obligations or duties or by reason
        of negligent disregard of such party’s obligations and duties hereunder.  The Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and
        any partner, director, officer, shareholder, member, manager, employee or agent of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor or the Asset Representations
        Reviewer may rely on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder.  The Depositor, the Master Servicer (including in
        its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any partner, director, officer, shareholder, member, manager, employee or agent of any of the foregoing shall be
        indemnified and held harmless by the Trust against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses, including any cost of enforcement
        of the indemnity, incurred in connection with any legal or administrative action (whether in equity or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates, other than any loss, liability or
        expense:  (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct or
        negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations or duties; or (iv) in the case of the Depositor and any of its partners, directors, officers, shareholders, members,
        managers, employees and agents, incurred in connection with any violation by any of them of any state or federal securities law.  In addition, absent actual fraud (as determined by a final non-appealable court order), neither the Trustee nor the
        Certificate Administrator shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the Certificate Administrator has been advised of
        the likelihood of such loss or damage and regardless of the form of action.  Each of the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor and the Asset Representations Reviewer
        conclusively may rely on, and shall be protected in acting or refraining from acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent,
        order, financial statement, agreement, appraisal, bond or other document (in electronic or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by the Master Servicer (including in
        its capacity as Companion Paying Agent), the

      
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      Special Servicer, the Operating Advisor or the Asset Representations Reviewer to be genuine and to have been signed or presented by the proper party or
        parties and each of them may consult with counsel, in which case any written advice of counsel or Opinion of Counsel shall be full and complete authorization and protection with respect to any action taken or suffered or omitted by it hereunder in
        good faith and in accordance with such advice or Opinion of Counsel.

      (b)          None of the Depositor, the
          Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal or administrative
          action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under this Agreement or which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided,
          however, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer may in its discretion undertake any such action, proceeding, hearing or examination that it may
          deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders (and, in the case of any Serviced Whole Loan, the rights of the Certificateholders and the
          holders of a Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu nature of such Serviced Companion Loan); provided, however, that if a
          Serviced Whole Loan and/or the holder of any related Companion Loan are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable Serviced Whole Loan in accordance with the related Intercreditor
          Agreement and will also be payable out of the other funds in the Collection Account if amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor.  If any such expenses, costs or liabilities relate to a Mortgage Loan or
          Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion Loan, as applicable, will be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities.  In such event, the legal
          expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion
          Paying Agent), the Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall be entitled to be reimbursed therefor out of amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the Collection
          Account (including, without duplication, any subaccount thereof), as provided by Section 3.05(a)(xii).

      (c)          Each of the Master Servicer
          and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the related Serviced Companion Noteholder, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer
          (including in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer (in the case of the Master Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or
          agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees, including any costs of enforcement, and
          expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer, as the case may be, in the performance of its obligations and duties under this
          Agreement or by reason of negligent disregard by the Master Servicer or the Special Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach of any representations or

      
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      warranties made herein by the Master Servicer or the Special Servicer, as applicable.  The Depositor, the Trustee, the Certificate Administrator, the
        Operating Advisor or the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Master Servicer or the Special Servicer, as applicable, if a claim is made by a third party with respect to this
        Agreement or the Mortgage Loans or the Trust Subordinate Companion Loan entitling the Trust to indemnification hereunder, whereupon the Master Servicer or the Special Servicer, as the case may be, shall assume the defense of such claim (with
        counsel reasonably satisfactory to the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay,
        discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim.  Any failure to so notify the Master Servicer or the Special Servicer, as the case may be, shall not affect any rights any of the
        foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Master Servicer’s or the Special Servicer’s, as the case may be, defense of such claim is materially prejudiced thereby.

      (d)          Each of the Trustee and the
          Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Certificate Administrator (in the
          case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner, director, officer, shareholder, member, manager employee or agent thereof,
          and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that any of them may sustain arising from
          or as a result of any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by the
          Trustee or the Certificate Administrator, respectively, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided that such indemnity shall not cover indirect or
          consequential damages.  The Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Trustee and the Certificate Administrator,
          respectively, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans or the Trust Subordinate Companion Loan entitling the Trust to indemnification hereunder, whereupon the Trustee or the Certificate
          Administrator shall assume the defense of such claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer or
          the Operating Advisor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim.  Any failure to so
          notify the Trustee or the Certificate Administrator shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Trustee’s or the Certificate Administrator’s defense of such
          claim is materially prejudiced thereby.

      (e)          The Depositor agrees to
          indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trust and any partner,
          director, officer, shareholder, member, manager, employee or agent thereof, and hold

      
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      them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other
        costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Depositor, in the performance of its obligations and duties under this Agreement or by reason
        of negligent disregard by the Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages.  The
        Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Operating Advisor, as the case may be, shall immediately notify the Depositor if a claim is made by a third party with
        respect to this Agreement, whereupon the Depositor shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent) or the Special Servicer) and pay all
        expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim.  Any failure to so notify the Depositor shall not affect any
        rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Depositor’s defense of such claim is materially prejudiced thereby.

      (f)          The Operating Advisor agrees
          to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Asset Representations Reviewer and the Trust and any partner, director,
          officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
          liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Operating Advisor, in the performance of its obligations and duties under this Agreement or by
          reason of negligent disregard by the Operating Advisor of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential
          damages.  The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor, as the case may be, shall immediately notify the Operating Advisor if a claim is made by a third
          party with respect to this Agreement or the Mortgage Loans or the Trust Subordinate Companion Loan entitling the Trust to indemnification hereunder, whereupon the Operating Advisor shall assume the defense of such claim (with counsel reasonably
          satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Depositor) and pay all expenses in connection
          therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim.  Any failure to so notify the Operating Advisor shall not affect any rights any of
          the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Operating Advisor’s defense of such claim is materially prejudiced thereby.

      (g)          Neither the Operating Advisor
          nor its Affiliates or any of the partners, directors, officers, shareholders, members, managers, employees or agents of the Operating Advisor shall be under any liability to any Certificateholder for any action taken or for refraining from the
          taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Operating Advisor against any

      
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      liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent
        disregard of obligations and duties hereunder.

      (h)          The Asset Representations
          Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor and the Trust and any partner,
          director, officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other
          costs, liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the Asset Representations Reviewer, in the performance of its obligations and duties under this
          Agreement or by reason of negligent disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein; provided that such indemnity shall not
          cover indirect or consequential damages.  The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor, as the case may be, shall immediately notify the Asset Representations
          Reviewer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans or the Trust Subordinate Companion Loan entitling the Trust to indemnification hereunder, whereupon the Asset Representations Reviewer shall assume
          the defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the
          Depositor) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim.  Any failure to so notify the Asset
          Representations Reviewer shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced thereby.

      (i)          The applicable Non‐Serviced
          Master Servicer, Non‐Serviced Special Servicer, Non‐Serviced Paying Agent, Non‐Serviced Operating Advisor, Non-Serviced Depositor and Non‐Serviced Trustee, and any of their respective partners, directors, officers, shareholders, members,
          managers, employees or agents (collectively, the “Non‐Serviced Indemnified Parties”), shall be indemnified by the Trust and held harmless against the Trust’s pro rata share (subject to the
          applicable Non‐Serviced Intercreditor Agreement) of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses incurred in connection with the servicing
          and administration of a Non‐Serviced Mortgage Loan and the related Non‐Serviced Mortgaged Property under the applicable Non‐Serviced Pooling Agreement (as and to the same extent the applicable Non‐Serviced Trust is required to indemnify such
          parties in respect of other mortgage loans in the applicable Non‐Serviced Trust pursuant to the terms of the related Non‐Serviced Pooling Agreement).

      The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Master
        Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor.

      
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      Section 6.05          Depositor, Master
            Servicer and Special Servicer Not to Resign.  Subject to the provisions of Section 6.03, neither the Master Servicer nor the Special Servicer shall resign from their respective obligations and duties hereby imposed on each of them
          except upon (a) determination that such party’s duties hereunder are no longer permissible under applicable law or (b) in the case of the Master Servicer or the Special Servicer, upon the appointment of, and the acceptance of such appointment by,
          a successor master servicer or special servicer, as applicable, and receipt by the Certificate Administrator and the Trustee of Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
          action will not result in the downgrade, withdrawal or qualification of its then‐current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the
          same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).  Any such determination permitting the resignation of the Master Servicer or the Special Servicer
          pursuant to clause (a) above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee and (prior to the occurrence of a Consultation Termination Event) the Directing
          Certificateholder.  No such resignation by the Master Servicer or the Special Servicer shall become effective until the Trustee or a successor master servicer or successor special servicer, as applicable, shall have assumed the Master Servicer’s
          or Special Servicer’s, as applicable, responsibilities and obligations in accordance with Section 7.02 and no such resignation by the Master Servicer or the Special Servicer shall become effective until the Certificate Administrator shall
          have filed any required Form 8‐K pursuant to Section 11.07 hereof and any other Form 8‐K filings have been completed with respect to any related Companion Loan.  Upon any termination (as described in Section 7.01(c)) or
          resignation of the Master Servicer or the Special Servicer, pursuant to this Section 6.05, the Master Servicer or the Special Servicer, as applicable, shall have the right and opportunity to appoint any successor master servicer or
          special servicer with respect to this Section 6.05; provided that, such successor master servicer or special servicer shall not be the Asset Representations Reviewer, the Operating Advisor or one of their respective Affiliates and
          (prior to the occurrence and continuance of a Control Termination Event) such successor special servicer is approved by the Directing Certificateholder, such approval not to be unreasonably withheld.  The resigning party shall pay all costs and
          expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section 6.05.  Except as provided in Section 7.01(c), in no event shall
          the Master Servicer or the Special Servicer have the right to appoint any successor master servicer or special servicer if such Master Servicer or Special Servicer, as applicable, is terminated or removed pursuant to Section 7.01.

      Section 6.06          Rights of the
            Depositor in Respect of the Master Servicer and the Special Servicer.  The Depositor may, but is not obligated to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to, perform,
          or cause a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder or exercise the rights of the Master Servicer or Special Servicer, as applicable, hereunder; provided, however,
          that the Master Servicer and the Special Servicer shall not be relieved of any of their respective obligations hereunder by virtue of such performance by the Depositor or its designee.  The Depositor shall not have any responsibility or liability
          for any action or failure to act by the Master Servicer or the Special Servicer and is not obligated to

      
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      supervise the performance of the Trustee, the Master Servicer, the Operating Advisor or the Special Servicer under this Agreement or otherwise.

      Section 6.07          The Master
            Servicer and the Special Servicer as Certificate Owner.  The Master Servicer, the Special Servicer or any Affiliate thereof may become the Holder of (or, in the case of a Book‐Entry Certificate, Certificate Owner with respect to) any
          Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same rights it would have if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.

      Section 6.08          The Directing
            Certificateholder.  (a) Other than with respect to any Serviced AB Whole Loan or Trust AB Whole Loan for which the related holder of an AB Subordinate Companion Loan or Trust Subordinate Companion Loan is not subject to an AB Control
          Appraisal Period, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder shall be entitled to advise (1) the Special Servicer with respect to all Specially Serviced Loans, (2) the Special
          Servicer with respect to Non‐Specially Serviced Loans, as to all matters for which the Master Servicer must obtain the consent or deemed consent of the Special Servicer, and (3) the Special Servicer with respect to all Mortgage Loans and the
          Trust Subordinate Companion Loan, for which an extension of maturity is being considered by the Special Servicer or by the Master Servicer subject to consent or deemed consent of the Special Servicer, and notwithstanding anything herein to the
          contrary, except as set forth in, and in any event subject to the second and third paragraphs of this Section 6.08, (i) the Master Servicer, shall not be permitted to take any of the following actions, including with respect to the Trust
          AB Whole Loan irrespective of whether any such Major Decision constitutes a “Major Decision” under, and as defined in, the related Intercreditor Agreement (each a “Major Decision”) (except as otherwise provided for in the first proviso
          following the Major Decisions listed below) and (ii) with respect to any Mortgage Loan (other than any Non‐Serviced Mortgage Loan), any Serviced Whole Loan or Trust AB Whole Loan, for so long as no Control Termination Event has occurred and is
          continuing, the Special Servicer shall not be permitted to take any of the following actions (and with respect to the first proviso following the Major Decisions listed below shall not be permitted to consent to the Master Servicer’s taking any
          of the following actions) as to which the Directing Certificateholder has objected in writing within ten (10) Business Days (or [thirty (30)] days with respect to clause (x) below) after receipt of the written recommendation and analysis
          (provided that if such written objection has not been received by the Special Servicer within such ten (10) Business Day (or [30] day) period, then the Directing Certificateholder will be deemed to have approved such action):

      
        

        

        
          (i) any proposed or actual foreclosure upon or comparable conversion (which may include
            acquisitions of an REO Property) of the ownership of properties securing such of the Mortgage Loans (other than a Non‐Serviced Mortgage Loan) or Serviced Whole Loans as come into and continue in default;

        

      

      
        

        

        
          (ii) any modification, consent to a modification or waiver of a monetary term or material
            non‐monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs but excluding waiver of Default Interest or late payment charges) of a Mortgage Loan (other than a Non‐Serviced Mortgage Loan) or
            Serviced Whole Loan or any extension of the maturity date of any Mortgage Loan;

        

      

      
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          (iii) any sale of a Defaulted Mortgage Loan (other than a Non‐Serviced Mortgage Loan that the
            Special Servicer is permitted to sell in accordance with this Pooling and Servicing Agreement) and any related defaulted Companion Loan or defaulted Trust Subordinate Companion Loan, as applicable, or any REO Property (other than in connection
            with the termination of the Trust) for less than the applicable Purchase Price;

        

      

      
        

        

        
          (iv) any determination to bring an REO Property into compliance with applicable environmental
            laws or to otherwise address Hazardous Materials located at an REO Property;

        

      

      
        

        

        
          (v) requests for property releases or substitutions, other than (i) grants of easements or
            rights of way that do not materially affect the use or value of a Mortgaged Property or the Mortgagor’s ability to make any payments with respect to a Mortgage Loan [(other than the Non‐Serviced Mortgage Loan)] or any Serviced Whole Loan, (ii)
            release of non-material parcels of a Mortgaged Property (including, without limitation, any such releases (A) to which the related Mortgage Loan documents expressly require the mortgagee thereunder to make such releases upon the satisfaction of
            certain conditions (and the conditions to the release that are set forth in the related Mortgage Loan documents do not include the approval of the lender or the exercise of lender discretion (other than confirming the satisfaction of the other
            conditions to the release set forth in the related Mortgage Loan documents that do not include any other approval or exercise)) and such release is made as required by the related Mortgage Loan documents or (B) that are related to any
            condemnation action that is pending, or threatened in writing, and would affect a non-material portion of the Mortgaged Property), or (iii) the release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral;

        

      

      
        

        

        
          (vi) any waiver of a “due‐on‐sale” or “due‐on‐encumbrance” clause with respect to a Mortgage
            Loan (other than a Non‐Serviced Mortgage Loan) or Serviced Whole Loan or any consent to such waiver or consent to a transfer of the Mortgaged Property or interests in the Mortgagor or consent to the incurrence of additional debt, other than any
            such transfer or incurrence of debt as may be effected without the consent of the lender under the related loan agreement;

        

      

      
        

        

        
          (vii) any property management company changes (with respect to a Mortgage Loan with a Stated
            Principal Balance greater than $[2,500,000]) or franchise changes with respect to a Mortgage Loan (other than the Non‐Serviced Mortgage Loan) or Serviced Whole Loan for which the lender is required to consent or approve under the Mortgage Loan
            documents;

        

      

      
        

        

        
          (viii) releases of any material amounts from escrow accounts, reserve accounts or letters of
            credit held as performance escrows or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan (other than a Non‐Serviced Mortgage Loan) or a Serviced Whole Loan and for which there is no lender
            discretion;

        

      

      
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          (ix) any acceptance of an assumption agreement or any other agreement permitting a transfer of
            interests in a Mortgagor or guarantor or releasing a Mortgagor or guarantor from liability under a Mortgage Loan (other than a Non‐Serviced Mortgage Loan) or Serviced Whole Loan other than pursuant to the specific terms of such Mortgage Loan
            and for which there is no lender discretion;

        

      

      
        

        

        
          (x) any determination of an Acceptable Insurance Default;

        

      

      
        

        

        
          (xi) [any exercise of a material remedy with respect to a Mortgage Loan (other than a
            Non‐Serviced Mortgage Loan) or Serviced Whole Loan following a default or event of default under the related Mortgage Loan or Serviced Whole Loan documents];

        

      

      
        

        

        
          (xii) any modification, consent to a modification or waiver of any material term of any
            Intercreditor Agreement or similar agreement related to a Mortgage Loan, or any action to enforce rights with respect to the Mortgage Loan; and

        

      

      
        

        

        
          (xiii) any consent to incurrence of additional debt by a Mortgagor or mezzanine debt by a
            direct or indirect parent of a Mortgagor, to the extent the mortgagee’s approval is required under the related Mortgage Loan documents;

        

      

      provided, however, that notwithstanding the foregoing, the Master Servicer and Special Servicer may mutually agree, as contemplated by Section 3.20(a)
        of this Agreement, that the Master Servicer will process and obtain the prior consent of the Special Servicer with respect to any of the foregoing matters with respect to any Non-Specially Serviced Loan, and, whether processed by the Master
        Servicer or not, with respect to a Major Decision in connection with a Non-Specially Serviced Loan, the Master Servicer and the Special Servicer shall each be entitled to 50% of any Excess Modification Fees and assumption, consent and earnout fees
        (other than the assumption application fees and defeasance fees) paid in connection with such matters; provided, further, that, in the event that the Special Servicer or Master Servicer (in the event the Master Servicer is otherwise
        authorized by this Agreement to take such action), as applicable, determines that immediate action, with respect to the foregoing matters, or any other matter requiring consent of the Directing Certificateholder prior to the occurrence and
        continuance of a Control Termination Event in this Agreement (or any matter requiring consultation with the Directing Certificateholder or the Operating Advisor), is necessary to protect the interests of the Certificateholders (including, with
        respect to the Trust AB Whole Loan, the Holders of the Class [LOAN-SPECIFIC] Certificates) (or, with respect to any Serviced Whole Loan or Trust AB Whole Loan, the interest of the Certificateholders (including, with respect to the Trust AB Whole
        Loan, the Holders of the Class [LOAN-SPECIFIC] Certificates) and the holders of any related Serviced Companion Loan) (as a collective whole (taking into account the subordinate or pari passu nature of any
        Companion Loans or Trust Subordinate Companion Loan, as the case may be)), the Special Servicer or Master Servicer, as applicable may take any such action without waiting for the Directing Certificateholder’s response (or without waiting to consult
        with the Directing Certificateholder or the Operating Advisor, as the case may be), provided that the Special Servicer or Master Servicer, as applicable provides the Directing Certificateholder (or the Operating Advisor, if applicable) with
        prompt written notice following such action including a reasonably detailed explanation of the basis therefor.  The Special Servicer is not required to obtain the consent of the Directing Certificateholder for any of the foregoing actions after the

      
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      occurrence and during the continuance of a Control Termination Event; provided, however, that, after the occurrence and during the continuance
        of a Control Termination Event but, with respect to the Directing Certificateholder only, prior to the occurrence of a Consultation Termination Event, the Special Servicer shall consult with the Directing Certificateholder in connection with any
        Major Decision (and any other actions which otherwise require consultation with the Directing Certificateholder prior to a Consultation Termination Event hereunder) and consider alternative actions recommended by the Directing Certificateholder, in
        respect thereof.  In the event the Special Servicer receives no response from the Directing Certificateholder within 10 days following its written request for input on any required consultation, the Special Servicer shall not be obligated to
        consult with the Directing Certificateholder on the specific matter; provided, however, that the failure of the Directing Certificateholder to respond shall not relieve the Special Servicer
        from consulting with the Directing Certificateholder on any future matters with respect to the applicable Mortgage Loan or any other Mortgage Loan.  In addition, [after the occurrence and during the continuance of a Control Termination Event and
        with respect to any AB Mortgage Loan or Trust AB Whole Loan, after the occurrence and during the continuation of both a Control Termination Event and an AB Control Appraisal Period,][after Operating Advisor Consultation Event][INCLUDE FOR
        TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH  THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST,] the Special Servicer will also be required to consult with the Operating Advisor in connection with any proposed Major Decision
        (and any other actions which otherwise require consultation with the Operating Advisor after the occurrence and during the continuance of a Control Termination Event hereunder) and consider alternative actions recommended by the Operating Advisor,
        in respect thereof, provided that such consultation is on a non-binding basis.  In the event that the Special Servicer receives no response from the Operating Advisor within ten (10) days following the later of (i) its written request for
        input on any required consultation and (ii) delivery of all such additional information reasonably requested by the Operating Advisor related to the subject matter of such consultation, the Special Servicer shall not be obligated to consult with
        the Operating Advisor on the specific matter; provided, however, that the failure of the Operating Advisor to respond on any specific matters shall not relieve the Special Servicer from its obligation to consult with the Operating
        Advisor on any future matter with respect to the applicable Mortgage Loan or any other Mortgage Loan.

      In addition, for so long as no Control Termination Event has occurred and is continuing, the Directing Certificateholder subject to any
        rights, if any, of the related Companion Holder or the related Subordinate Loan-Specific Directing Certificateholder to advise the Special Servicer with respect to the related Serviced Whole Loan or Trust AB Whole Loan, as applicable, pursuant to
        the terms of the related Intercreditor Agreement, may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan or Trust Subordinate Companion Loan, as the Directing Certificateholder may
        deem advisable or as to which provision is otherwise made herein; provided that notwithstanding anything herein to the contrary, no such direction or objection contemplated by the preceding paragraph or this paragraph, may require or cause
        the Master Servicer or Special Servicer to violate any provision of any Mortgage Loan or Trust Subordinate Companion Loan or related Intercreditor Agreement or mezzanine intercreditor agreement, applicable law, this Agreement, or the REMIC
        Provisions (and, with respect to a Serviced Whole Loan, subject to the rights of the holders of the related Companion Loan), including without limitation the obligation of the Master Servicer and the Special Servicer to act in accordance with the
        Servicing Standard, or expose the Master Servicer,

      
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      the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Trust or the Trustee to liability, or
        materially expand the scope of the responsibilities of the Master Servicer or the Special Servicer, as applicable, hereunder or cause the Master Servicer or the Special Servicer, as applicable, to act, or fail to act, in a manner which in the
        reasonable judgment of the Master Servicer or the Special Servicer, as applicable, is not in the best interests of the Certificateholders (including, with respect to the Trust AB Whole Loan, the Holders of the Class [LOAN-SPECIFIC] Certificates).

      In the event the Special Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing
        Certificateholder or any advice from the Directing Certificateholder, would cause the Special Servicer or Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Trust Subordinate Companion Loan, applicable law or this
        Agreement, including without limitation, the Servicing Standard, the Special Servicer or Master Servicer, as applicable, shall disregard such refusal to consent or advise and notify the Directing Certificateholder, the Trustee and the Rating
        Agencies of its determination, including a reasonably detailed explanation of the basis therefor.  The taking of, or refraining from taking, any action by the Master Servicer or Special Servicer in accordance with the direction of or approval of
        the Directing Certificateholder that does not violate the terms of any Mortgage Loan or Trust Subordinate Companion Loan, applicable law or the Servicing Standard or any other provisions of this Agreement, will not result in any liability on the
        part of the Master Servicer or the Special Servicer.

      The Directing Certificateholder shall have no liability to the Trust or the Certificateholders for any action taken, or for refraining from
        the taking of any action, or for errors in judgment; provided, however, that the Directing Certificateholder shall not be protected against any liability to a Controlling Class Certificateholder that would otherwise be imposed by
        reason of willful misconduct, bad faith or negligence in the performance of duties owed to the Controlling Class Certificateholders or by reason of reckless disregard of obligations or duties owed to the Controlling Class Certificateholders.  By
        its acceptance of a Certificate, each Certificateholder acknowledges and agrees that the Directing Certificateholder may take actions that favor the interests of one or more Classes of the Certificates including the Holders of the Controlling Class
        over other Classes of the Certificates, and that the Directing Certificateholder may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates, that the Directing Certificateholder may act
        solely in the interests of the Holders of the Controlling Class, including the Holders of the Controlling Class, that the Directing Certificateholder does not have any duties or liability to the Holders of any Class of Certificates other than the
        Controlling Class, that the Directing Certificateholder shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holders of the Controlling Class, and that the Directing Certificateholder shall have
        no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against the Directing Certificateholder or any director, officer, employee, agent or principal thereof for having so acted.

      Any Non‐Serviced Whole Loan Controlling Holder, with respect to a Non‐Serviced Whole Loan, shall have no liability to the Trust or the
        Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment.  By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that any such

      
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      Non‐Serviced Whole Loan Controlling Holder, with respect to the related Non‐Serviced Whole Loan, may take actions that favor the interests of one or more
        classes of the certificates issued under the related Non‐Serviced Pooling Agreement including the Holders of the controlling class under such Non‐Serviced Pooling Agreement over other Classes of the Certificates, and that such Non‐Serviced Whole
        Loan Controlling Holder, with respect to such Non‐Serviced Whole Loan, may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates, that such Non‐Serviced Whole Loan Controlling Holder, with
        respect to such Non‐Serviced Whole Loan, may act solely in the interests of the Holders of the controlling class under the related Non‐Serviced Pooling Agreement, that such Non‐Serviced Whole Loan Controlling Holder, shall not be liable to any
        Certificateholder, by reason of its having acted solely in the interests of the Holders of the controlling class under the related Non‐Serviced Pooling Agreement, and that the Non‐Serviced Whole Loan Controlling Holder, with respect to such
        Non‐Serviced Whole Loan, shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against such Non‐Serviced Whole Loan Controlling Holder, with respect to such Non‐Serviced Whole Loan, or any
        director, officer, employee, agent or principal thereof for having so acted.

      

      

      (b)          Notwithstanding anything to
          the contrary contained herein (i) after the occurrence and during the continuance of a Control Termination Event, the Directing Certificateholder shall have no right to consent to or direct any action taken or not taken by any party to this
          Agreement; (ii) after the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder shall remain entitled to receive any notices, reports
          or information to which it is entitled pursuant to this Agreement, and the Master Servicer, Special Servicer and any other applicable party shall consult with the Directing Certificateholder in connection with any action to be taken or refrained
          from taking to the extent set forth herein; and (iii) after the occurrence of a Consultation Termination Event, the Directing Certificateholder shall have no direction, consultation or consent rights hereunder and no right to receive any notices,
          reports or information (other than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder.

      Section 6.09          The Risk






            Retention Consultation Party. (a)  The Master Servicer and the Special Servicer, as applicable, shall consult, solely on a non-binding basis (and consider alternative actions recommended by such party) with each Risk Retention Consultation
          Party with respect to any Major Decision with respect to a Specially Serviced Loan in the same manner as set forth in Section 6.08 with respect to the consultation rights of the Directing Certificateholder after the occurrence and during
          the continuance of a Control Termination Event and prior to the occurrence and continuance of a Consultation Termination Event.  In the event the Special Servicer receives no response from the Risk Retention Consultation Party within
          ten (10) days following the later of (i) the Special Servicer’s written request for input on any requested consultation and (ii) delivery of all such additional information reasonably requested by the Risk Retention Consultation Party related to
          the subject matter of such consultation, the Special Servicer shall not be obligated to consult with the Risk Retention Consultation Party solely with respect to the specific matter.

      (b)          If the Risk Retention
          Consultation Party is a Borrower Party with respect to a Mortgage Loan or any related Serviced Companion Loan, then the Special Servicer shall

      
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      have no obligation to consult with the Risk Retention Consultation Party with respect to such Mortgage Loan or related Serviced Companion Loan and the Risk
        Retention Consultation Party shall have no consultation rights with respect thereto as set forth above in clause (a).

      (c)          [____] shall be the initial
          Risk Retention Consultation Party and shall remain so until a successor is appointed pursuant to the terms of this Agreement.  Upon the resignation or removal of the Risk Retention Consultation Party, any successor Risk Retention Consultation
          Party shall deliver to the parties to this Agreement a certification substantially in the form of Exhibit UU to this Agreement prior to being recognized as a new Risk Retention Consultation Party.  The parties hereto shall be entitled to
          assume that the Risk Retention Consultation Party has not changed absent such notice.

      (d)          Once the Risk Retention
          Consultation Party has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, each Certificateholder (or Beneficial Owner, if applicable) (other than the Holder of a Risk
          Retention Certificate) shall be entitled to rely on such selection unless the Holder of the Risk Retention Certificates or such Risk Retention Consultation Party itself shall have notified the Master Servicer, the Special Servicer, the Trustee,
          the Certificate Administrator, in writing, of the selection of such new Risk Retention Consultation Party along with contact information for such new Risk Retention Consultation Party.

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

      (f)          No Risk Retention
          Consultation Party will have any liability to the Trust, the Certificateholders (other than the Holders of the Risk Retention Certificates) other than for having acted in accordance with or as permitted by this Agreement.

      (g)          Each Certificateholder
          acknowledges and agrees, by its acceptance of its Certificates, that each Risk Retention Consultation Party:  (i) may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) may
          act solely in the interests of the Holders of the Risk Retention Certificates; (iii) does not have any liability or duties to the Holders of any Class of Certificates other than the Risk Retention Certificates; (iv) may take actions that favor
          the interests of the Holders of one or more Classes over the interests of the Holders of one or more other Classes of Certificates; and (v) shall have no liability whatsoever (other than to the Holders of the Risk Retention Certificates) for
          having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder (other than the Holders of the Risk Retention Certificates) may take any action whatsoever against the Risk Retention Consultation Party or
          any director, officer, employee, agent or principal of the Risk Retention Consultation Party for having so acted.

      
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      [End of Article VI]

      ARTICLE VII

          

          SERVICER TERMINATION EVENTS

      Section 7.01          Servicer
            Termination Events; Master Servicer and Special Servicer Termination.  (a)  “Servicer Termination Event,” wherever used herein, means any one of the following events:

      
        

        

        
          (i) (A) any failure by the Master Servicer to make any deposit required to be made by the
            Master Servicer to the Collection Account, or remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time such deposit or remittance is first required to be made under the terms of
            this Agreement, which failure is not remedied within one (1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, any Distribution Account any amount required to be
            so deposited or remitted, which failure is not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date; or

        

      

      
        

        

        
          (ii) any failure by the Special Servicer to deposit into the REO Account, within
            one (1) Business Day after such deposit is required to be made or to remit to the Master Servicer for deposit into the Collection Account or any other required account hereunder, any amount required to be so deposited or remitted by the Special
            Servicer pursuant to, and at the time specified by, the terms of this Agreement; or

        

      

      
        

        

        
          (iii) any failure on the part of the Master Servicer or the Special Servicer duly to observe
            or perform in any material respect any of its other covenants or obligations contained in this Agreement which continues unremedied for a period of thirty (30) days (or (A) with respect to any year that a report on Form 10‐K is required to be
            filed, five (5) Business Days in the case of the Master Servicer’s or Special Servicer’s obligations, as applicable, contemplated by Article XI, (B) fifteen (15) days in the case of the Master Servicer’s failure to make a Servicing
            Advance or (C) fifteen (15) days in the case of a failure to pay the premium for any property insurance policy required to be maintained) after the date on which written notice of such failure, requiring the same to be remedied, shall have been
            given (A) to the Master Servicer or the Special Servicer, as the case may be, by any other party hereto, or (B) to the Master Servicer or the Special Servicer, as the case may be, with a copy to each other party to this Agreement, by the
            Holders of Certificates evidencing Percentage Interests aggregating not less than [25]% or, solely as it relates to the servicing of a Serviced Pari Passu Whole Loan, by the related Serviced Companion Noteholder; provided, however,
            if such failure is capable of being cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing such cure, such period will be extended an additional thirty (30) days; provided, further, however,
            that such extended period will not apply to the obligations regarding Exchange Act reporting; or

        

      

      
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          (iv) any breach on the part of the Master Servicer or the Special Servicer of any
            representation or warranty contained in Section 6.01(a) and Section 6.01(b), as applicable, which materially and adversely affects the interests of any Class of Certificateholders or Companion Holders (excluding the holder of
            any Non‐Serviced Companion Loan) and which continues unremedied for a period of thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall have been given to the Master Servicer or the Special
            Servicer, as the case may be, by the Depositor, the Certificate Administrator or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by the Holders of Certificates
            evidencing Percentage Interests aggregating not less than 25% or, as it relates to the servicing of a Serviced Pari Passu Whole Loan, by the related Serviced Companion Noteholder; provided, however, that if such breach is
            capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing such cure, such 30‐day period will be extended an additional thirty (30) days; or

        

      

      
        

        

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

        

      

      
        

        

        
          (vi) the Master Servicer or the Special Servicer shall consent to the appointment of a
            conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Master Servicer or the Special Servicer or of
            or relating to all or substantially all of its property; or

        

      

      
        

        

        
          (vii) the Master Servicer or the Special Servicer shall admit in writing its inability to pay
            its debts generally as they become due, file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily suspend payment of its obligations or
            take any corporate action in furtherance of the foregoing; or

        

      

      
        

        

        
          (viii) either of [RA1] or [RA3] has (A) qualified, downgraded or withdrawn its rating or
            ratings of one or more Classes of Certificates, or (B) placed one or more Classes of Certificates on “watch status” in contemplation of a rating downgrade or withdrawal (and such qualification, downgrade, withdrawal or “watch status” placement
            shall not have been withdrawn within sixty (60) days of such actual knowledge by the Master Servicer or the Special Servicer, as the case may be) and, in the case of either of clauses (A) or (B), citing servicing concerns with
            the Master Servicer or Special Servicer, as applicable, as the sole or a material factor in such rating action; or

        

      

      
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          (ix) the Master Servicer or the Special Servicer is no longer rated at least “[__]” or “[__],”
            respectively, by [RA2] and such Master Servicer or Special Servicer is not reinstated to at least that rating within 60 days of the delisting.

        

      

      (b)          If any Servicer Termination
          Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of this Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and every such case, so long as such
          Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may, and at the written direction of (prior to the occurrence and continuance of a Control Termination Event) the Directing Certificateholder (solely with
          respect to the Special Servicer) or the Holders of Certificates entitled to 25% of the Voting Rights [or the Risk Retention Consultation Party (solely with respect to the Special Servicer and other than with respect to a Mortgage Loan with
          respect to which the Risk Retention Consultation Party or the Holder of more than 50% of the Risk Retention Certificates is a Borrower Party)], the Trustee shall, terminate (and the Depositor may direct the Trustee to terminate each of the Master
          Servicer or the Special Servicer, as applicable, upon five Business Days’ written notice if there is a Servicer Termination Event under clause (iii)(A) above), by notice in writing to the Affected Party, with a copy of such notice to the
          Depositor and the Operating Advisor, all of the rights (subject to Section 3.11 and Section 6.04) and obligations of the Affected Party under this Agreement and in and to the Mortgage Loans and the Trust Subordinate Companion Loan
          and the proceeds thereof (other than as a Certificateholder or Companion Holder, if applicable); provided, however, that the Affected Party shall be entitled to the payment of accrued and unpaid compensation and reimbursement
          through the date of such termination as provided for under this Agreement for services rendered and expenses incurred.  From and after the receipt by the Affected Party of such written notice except as otherwise provided in this Article VII, all
          authority and power of the Affected Party under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate) or the Mortgage Loans or the Trust Subordinate Companion Loan or otherwise, shall pass to and be
          vested in the Trustee with respect to a termination of the Master Servicer or the Special Servicer pursuant to and under this Section 7.01, and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on
          behalf of and at the expense of the Affected Party, as attorney‐in‐fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of
          termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans or the Trust Subordinate Companion Loan and related documents, or otherwise.  The Master Servicer and Special Servicer each agree that if it is
          terminated pursuant to this Section 7.01(b), it shall promptly (and in any event no later than 20 Business Days subsequent to its receipt of the notice of termination) provide the Trustee with all documents and records requested by it to
          enable it to assume the Master Servicer’s or the Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with the Trustee in effecting the termination of the Master Servicer’s or the Special Servicer’s, as the case may
          be, responsibilities and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without limitation, the transfer within five (5) Business Days to the Trustee for administration by it of all cash amounts which
          shall at the time be or should have been credited by the Master Servicer to the Collection Account or any Servicing Account (if it is the Affected Party), by the Special Servicer to the REO Account (if it is the Affected Party) or thereafter be
          received with respect to the Mortgage Loans, the Trust Subordinate Companion Loan or any REO Property (provided, however, that the Master Servicer and the Special Servicer each shall, if terminated

      
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      pursuant to this Section 7.01(b) or pursuant to Section 7.01(d) (with respect to the Special Servicer), continue to be entitled to receive all
        amounts accrued or owing to it under this Agreement on or prior to the date of such termination, whether in respect of Advances (in the case of the Special Servicer or the Master Servicer) or otherwise, and it and its Affiliates and the directors,
        managers, officers, members, employees and agents of it and its Affiliates shall continue to be entitled to the benefits of Section 3.11 and Section 6.04 notwithstanding any such termination).

      (c)          If the Master Servicer
          receives notice of termination under Section 7.01(b) solely due to a Servicer Termination Event under Section 7.01(a)(viii) or (ix), the Master Servicer shall have a forty‐five (45) day period after such notice in which to
          find a successor master servicer qualified to act as Master Servicer hereunder in accordance with Section 6.03 and Section 7.02 and to which the Master Servicer can sell its rights to service the Mortgage Loans and the Trust
          Subordinate Companion Loan under this Agreement.  During such forty‐five (45) day period the Master Servicer may continue to serve as Master Servicer hereunder.  In the event that the Master Servicer is unable, within such forty‐five (45) day
          period, to cause a qualified successor master servicer to assume the duties of the Master Servicer hereunder, then and in such event, the Trustee shall assume the obligations of the Master Servicer hereunder.

      Notwithstanding Section 7.01(b), if any Servicer Termination Event on the part of the Special Servicer shall occur and be
        continuing that affects the Holder of a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related
        Other Pooling and Servicing Agreement, as applicable, shall be entitled to direct the Trustee to terminate the Special Servicer with respect to the related Serviced Pari Passu Whole Loan.  Any Special Servicer appointed to replace the Special
        Servicer with respect to a Serviced Pari Passu Mortgage Loan cannot at any time be (without the prior written consent of the holder of such Serviced Pari Passu Companion Loan) the person (or Affiliate thereof) that was terminated at the direction
        of the holder of the related Serviced Pari Passu Companion Loan.  Any such Special Servicer under this paragraph shall meet the eligibility requirements of Section 7.02 and the eligibility requirements of the related Other Pooling and
        Servicing Agreement, and the appointment thereof shall comply with the provisions of Section 7.02.  Any appointment of a replacement Special Servicer in accordance with this paragraph shall be subject to the receipt of Rating Agency
        Confirmation and confirmation from the rating agencies that such appointment or replacement will not result in the downgrade, withdrawal or qualification of the then‐current ratings of any class of any related Serviced Companion Loan Securities (provided
        that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).

      (d)          Subject to the rights of the
          holder of a related AB Subordinate Companion Loan and the rights of the Holders of the Class [LOAN-SPECIFIC] Certificates pursuant to the related Intercreditor Agreement at any time prior to the occurrence and continuance of a Control Termination
          Event, [and subject to the right of the Operating Advisor to recommend the termination of the Special Servicer and recommend a Qualified Replacement Special Servicer and the right of the Certificateholders to approve the replacement of the
          Special Servicer with such Qualified Replacement Special Servicer pursuant to this Section 7.01(d),] [APPLICABLE

      
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      TO OFFERINGS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH  THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST] the Directing Certificateholder shall be
        entitled to terminate the rights (subject to Section 3.11 and Section 6.04) and obligations of the Special Servicer under this Agreement, with or without cause, upon ten (10) Business Days’ notice to the Special Servicer, the Master
        Servicer, the Certificate Administrator, the Trustee and the Operating Advisor; such termination to be effective upon the appointment of a successor special servicer meeting the requirements of this Section 7.01(d).  Upon a termination of
        such Special Servicer, the Directing Certificateholder shall appoint a successor special servicer; provided, however, that (i) such successor will meet the requirements set forth in Section 7.02, (ii) each Rating Agency
        delivers Rating Agency Confirmation and, in the case of any class of any Serviced Companion Loan Securities the applicable rating agencies deliver a confirmation that such action will not result in the downgrade, withdrawal or qualification of its
        then‐current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
        and (iii) no replacement of the Special Servicer shall be effective until the Certificate Administrator shall have filed any required Form 8‐K pursuant to Section 11.07 hereof and any other Form 8‐K filings have been completed with respect
        to any related Companion Loan.

      After the occurrence and during the continuance of a Control Termination Event and upon (a) the written direction of Holders of Principal
        Balance Certificates and the Class [EC] Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances pursuant to Section 4.05
        hereof) of the Principal Balance Certificates and the Class [EC] Certificates requesting a vote to replace the Special Servicer with a new special servicer designated in such written direction, (b) payment by such Holders to the Certificate
        Administrator of the reasonable fees and expenses (including any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection with administering such vote and which will not be additional
        expenses of the Trust and (c) delivery by such Holders to the Certificate Administrator and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained at the expense of such Holders), the
        Certificate Administrator shall promptly post notice to all Certificateholders of such request on the Certificate Administrator’s Website in accordance with Section 3.13(b) and concurrently by mail conduct the solicitation of votes of all
        Certificates in such regard, which requisite affirmative votes must be received within one hundred‐eighty (180) days of the posting of such notice, and if not so received, such votes shall be null and void ab
          initio.  Upon the written direction of Holders of Certificates evidencing at least 66 2/3% of a Certificateholder Quorum of Certificates, the Trustee shall terminate all of the rights and obligations of the Special Servicer under this
        Agreement and appoint the successor special servicer (which must be a Qualified Replacement Special Servicer) designated by such Certificateholders.  The Certificate Administrator shall include on each Distribution Date Statement a statement that
        each Certificateholder may (i) access such notices via the Certificate Administrator’s Website and (ii) register to receive electronic mail notifications when such notices are posted thereon.  Notwithstanding the foregoing, the Certificateholder’s
        direction to remove the Special Servicer shall not apply to any Serviced AB Whole Loan for which the holder of the related AB Subordinate Companion Loan is not subject to an AB Control Appraisal

      
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      Period and shall not apply to a Trust AB Whole Loan if the related Trust Subordinate Companion Loan is not subject to an AB Control Appraisal Period.

      An AB Whole Loan Controlling Holder or Subordinate Loan-Specific Directing Certificateholder, as applicable, shall have the right, prior to
        the occurrence and continuance of an AB Control Appraisal Period, to replace the Special Servicer solely with respect to the related AB Whole Loan or Trust AB Whole Loan, as applicable, so long as (A) each Rating Agency delivers a Rating Agency
        Confirmation; (B) the successor special servicer has assumed in writing (from and after the date such successor special servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under this
        Agreement from and after the date it becomes the Special Servicer as they relate to any AB Whole Loan or Trust AB Whole Loan, as applicable pursuant to an assumption agreement reasonably satisfactory to the Certificate Administrator; and (C) the
        Certificate Administrator shall have received an opinion of counsel reasonably satisfactory to the Certificate Administrator to the effect that (x) the designation of such replacement to serve as Special Servicer is in compliance with this
        Agreement, (y) such replacement will be bound by the terms of this Agreement with respect to any AB Whole Loan or Trust AB Whole Loan, as applicable, and (z) subject to customary qualifications and exceptions, this Agreement will be enforceable
        against such replacement in accordance with the terms hereof.

      The parties hereto acknowledge that, notwithstanding anything to the contrary contained in this section, in accordance with the related
        Intercreditor Agreement, if a servicer termination event on the part of a Non‐Serviced Special Servicer under a Non‐Serviced Pooling Agreement remains unremedied and affects the holder of the related Non‐Serviced Mortgage Loan, and the related
        Non‐Serviced Special Servicer has not otherwise been terminated, the holder of the related Non‐Serviced Mortgage Loan (or the Trustee, acting at the direction of the Directing Certificateholder) will be entitled to direct the related Non‐Serviced
        Trustee to terminate the related Non‐Serviced Special Servicer solely with respect to the related Non‐Serviced Whole Loan.  The appointment (or replacement) of a special servicer with respect to a Non‐Serviced Whole Loan, as applicable, will in any
        event be subject to Rating Agency Confirmation from each Rating Agency.  A replacement special servicer will be selected by the related Non‐Serviced Trustee or, prior to a consultation termination event under the related Non‐Serviced Pooling
        Agreement, by the related Non‐Serviced Whole Loan Controlling Holder; provided, however, that any successor special servicer appointed to replace the special servicer with respect to such Non‐Serviced Whole Loan cannot at any time
        be the Person (or an Affiliate thereof) that was terminated at the direction of the holder of such Non‐Serviced Mortgage Loan, without the prior written consent of the Directing Certificateholder.

      [APPLICABLE TO OFFERINGS THAT SATISFY RISK RETENTION REQUIREMENTS IN A MANNER OTHER THAN THROUGH  THIRD PARTY PURCHASER OF HORIZONTAL
        RESIDUAL INTEREST]  Following the occurrence of a Consultation Termination Event, subject to the immediately succeeding paragraph, if the Operating Advisor determines that the Special Servicer is not performing its duties as required hereunder or
        is otherwise not acting in accordance with the Servicing Standard, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written report in the form of Exhibit W attached
        hereto (which form may be modified or supplemented from time to time to cure any ambiguity or error or to incorporate any

      
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      additional information, subject to compliance of such form with the terms and provisions of this Agreement; provided, further, that in no
        event shall the information or any other content included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting its recommendation (along with relevant information justifying its recommendation)
        and recommending a suggested replacement special servicer, which shall be a Qualified Replacement Special Servicer.  In such event, the Certificate Administrator shall promptly post notice to all Certificateholders of such recommendation and the
        related report on the Certificate Administrator’s Website in accordance with Section 3.13(b), and concurrently by mail conduct the solicitation of votes of all Certificates in such regard, which requisite affirmative votes must be received
        within one hundred-eighty (180) days of the posting of such notice and if not so received, such votes shall be null and void ab initio.  Upon (i) the affirmative vote of Holders of Principal Balance
        Certificates and the Class [EC] Certificates evidencing at least a majority of the aggregate Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances of such
        Certificates) of all Principal Balance Certificates and the Class [EC] Certificates on an aggregate basis and (ii) receipt of Rating Agency Confirmation from each Rating Agency by the Certificate Administrator following satisfaction of the
        foregoing clause (i), the Trustee shall (i) terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint a successor special servicer approved by the Certificateholders and (ii) promptly notify such
        outgoing Special Servicer of the effective date of such termination.  The reasonable out‐of‐pocket costs and expenses (including reasonable legal fees and expenses of outside counsel) associated with obtaining such Rating Agency Confirmations and
        administering such vote and the Operating Advisor’s identification of a Qualified Replacement Special Servicer shall be an additional expense of the Trust.  In the event that the Certificate Administrator does not receive at least a majority of the
        requested votes, then the Trustee shall have no obligation to remove the Special Servicer.  Prior to the appointment of any replacement special servicer, such replacement special servicer shall have agreed to succeed to the obligations of the
        Special Servicer under this Agreement and to act as the Special Servicer’s successor hereunder.  Notwithstanding the foregoing, the Operating Advisor shall not be permitted to recommend the replacement of the Special Servicer with respect to an AB
        Whole Loan or a Trust AB Whole Loan so long as the related Serviced Companion Noteholder or Trust Subordinate Companion Loan, as applicable, is not subject to an AB Control Appraisal Period under the related Intercreditor Agreement.

      No penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). 






        All costs of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling Class.

      For the avoidance of doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations
        set forth in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination under this Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the
        Certificateholders (regarding removal of the Special Servicer).

      [APPLICABLE TO OFFERINGS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH  THIRD PARTY PURCHASER OF HORIZONTAL

      
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      RESIDUAL INTEREST] If the Operating Advisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer is not performing its
        duties as required hereunder or is otherwise not acting in accordance with the Servicing Standard, and (ii) the replacement of the Special Servicer would be in the best interest of the Certificateholders as a collective whole, the Operating Advisor
        shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written recommendation in the form of Exhibit W attached hereto (which form may be modified or supplemented from time to time to cure any
        ambiguity or error or to incorporate any additional information, subject to compliance of such form with the terms and provisions of this Agreement; provided, further, that in no event shall the information or any other content
        included in such written recommendation contravene any provision of this Agreement) detailing the reasons supporting its position (along with relevant information justifying its recommendation) and recommending a suggested replacement special
        servicer, which shall be a Qualified Replacement Special Servicer.  In such event, the Certificate Administrator shall promptly post notice to all Certificateholders of such recommendation on the Certificate Administrator’s Website in accordance
        with Section 3.13(b), and by mail conduct the solicitation of votes of all Certificates in such regard.  Upon (i) the affirmative vote of Holders of Principal Balance Certificates and the Class [EC] Certificates evidencing at least a
        majority of a quorum of Certificateholders (which, for this purpose, is the Holders of Certificates that (A) evidence at least 20% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the
        respective Certificate Balances) of all Principal Balance Certificates and Class [EC] Certificates on an aggregate basis, and (B) consist of at least three Certificateholders or Certificate Owners that are not affiliated with each other) and
        (ii) receipt of Rating Agency Confirmation from each Rating Agency with respect to the termination of the Special Servicer and the appointment of a successor special servicer recommended by the Operating Advisor by the Certificate Administrator
        following satisfaction of the foregoing clause (i), the Trustee shall (i) terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint such successor Special Servicer and (ii) promptly notify such
        outgoing Special Servicer of the effective date of such termination.  The reasonable out‐of‐pocket costs and expenses (including reasonable legal fees and expenses of outside counsel) associated with obtaining such Rating Agency Confirmations and
        administering such vote and the Operating Advisor’s identification of a Qualified Replacement Special Servicer shall be an additional expense of the Trust.  In the event that the Certificate Administrator does not receive the affirmative vote of at
        least a majority of the quorum described in clause (i) of the preceding sentence, then the Certificate Administrator shall have no obligation to remove the Special Servicer.  Prior to the appointment of any replacement special servicer,
        such replacement special servicer shall have agreed to succeed to the obligations of the Special Servicer under this Agreement and to act as the Special Servicer’s successor hereunder.  Notwithstanding the foregoing, the Operating Advisor shall not
        be permitted to recommend the replacement of the Special Servicer with respect to an AB Whole Loan or a Trust AB Whole Loan so long as the related Serviced Companion Noteholder or Trust Subordinate Companion Loan, as applicable, is not subject to
        an AB Control Appraisal Period under the related Intercreditor Agreement.

      No penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d). 






        All costs of any such termination made by the Directing Certificateholder without cause shall be paid by the Holders of the Controlling Class.

      
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      For the avoidance of doubt, the indemnification of the Operating Advisor in Section 6.04 shall include, subject to the limitations
        set forth in Section 6.04, any action or claim arising from, or relating to, the Operating Advisor’s determination under this Section 7.01(d) (regarding removal of the Special Servicer), or the result of the vote of the
        Certificateholders (regarding removal of the Special Servicer).

      (e)          The Master Servicer and
          Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch” status or
          downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency.  In no event shall the remedy for a breach of the foregoing covenant extend beyond termination pursuant to Section 7.01(a)(viii) and (ix)
          and the resulting operation of Section 7.01(b) and (c).  The operation of this subsection (e) shall not be construed to limit the effect of Section 7.01(a)(viii) or (ix).

      (f)          Notwithstanding the foregoing,
          (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion Loan, the related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially, by any Serviced
          Companion Loan Securities, and if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination Event on the part of the Master Servicer affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan
          or the rating on any class of certificates backed, wholly or partially, by any Serviced Companion Loan Securities, then the Master Servicer may not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the
          holders of any certificates backed, wholly or partially, by such Serviced Companion Loan, but upon the written direction of the related holder of such Serviced Companion Loan, the Master Servicer shall be required to appoint a sub-servicer that
          will be responsible for servicing the related Serviced Whole Loan.

      (g)          If any Servicer Termination
          Event on the part of the Master Servicer affects a Trust Subordinate Companion Loan, and the Master Servicer is not otherwise terminated, then the related Subordinate Loan-Specific Directing Certificateholder shall be entitled to direct the
          Trustee to appoint a sub-servicer solely with respect to the related Trust AB Whole Loan (or if the related Trust AB Whole Loan is currently being sub-serviced, to replace the current Sub-Servicer, but only if such Sub-Servicer is in default
          under the related Sub-Servicing Agreement).  The appointment or replacement of the Master Servicer or a Sub-Servicer with respect to a Trust AB Mortgage Loan, as contemplated above, shall in any event be subject to receipt of Rating Agency
          Confirmation from each Rating Agency.

      (h)          Notwithstanding anything to
          the contrary contained in this Section 7.01, with respect to any Excluded Special Servicer Loan, if any, the Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and continuance
          of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan, the Directing Certificateholder shall appoint (and may remove and replace with or without cause) an Excluded Special Servicer, as
          successor to the resigning Special Servicer, for the related Excluded Special Servicer Loan in accordance with this Agreement.  After the occurrence and during the continuance of a Control Termination Event or if at any time the applicable
          Excluded Special Servicer Loan is also an Excluded Loan, the resigning Special

      
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      Servicer shall use reasonable efforts to select the related Excluded Special Servicer.  The Special Servicer shall not have any liability with respect to the
        actions or inactions of the applicable Excluded Special Servicer or with respect to the identity of the applicable Excluded Special Servicer, and absent negligence, willful misconduct or bad faith by the resigning Special Servicer, the resigning
        Special Servicer and any of its directors, members, managers, officers, employees and agents shall be entitled to be indemnified and held harmless by the Trust against any loss, liability or expense arising out of the actions or inactions and
        identity of the Excluded Special Servicer. It shall be a condition to any such appointment that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal of any of their then‐current ratings
        of the Certificates and the equivalent from each NRSRO hired to provide ratings with respect to any Serviced Companion Loan Securities, (ii) the related Excluded Special Servicer, as certified by such Excluded Special Servicer, is a Qualified
        Replacement Special Servicer and (iii) the related Excluded Special Servicer delivers to the Depositor (and the Certificate Administrator) and any applicable Other Depositor (and any applicable Other Certificate Administrator), the information, if
        any, required under Item 6.02 of Form 8‐K pursuant to the Exchange Act regarding itself in its role as Excluded Special Servicer.

      If at any time the Special Servicer is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged
        Property becoming an REO Property) with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special Servicer shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan,
        (3) the Special Servicer shall become the Special Servicer again for such related Mortgage Loan or Serviced Whole Loan and (4) the Special Servicer shall be entitled to all special servicing compensation with respect to such Mortgage Loan or
        Serviced Whole Loan earned during such time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan.

      The applicable Excluded Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special
        Servicer Loan and shall be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer Loan (provided
        that the Special Servicer shall remain entitled to all other special servicing compensation with respect all Mortgage Loans and Serviced Whole Loans that are not Excluded Special Servicer Loans during such time).

      If a Servicing Officer of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as applicable, has actual
        knowledge that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as applicable, the Master Servicer, the related Excluded Special Servicer or Special Servicer, as applicable,
        shall provide prompt written notice thereof to each of the other parties to this Agreement.

      Section 7.02          Trustee to Act;
            Appointment of Successor.  On and after the time the Master Servicer or the Special Servicer, as the case may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.05 or receives a notice of termination
          for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor to such party, until

      
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      such successor to the Master Servicer or the Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by the Directing
        Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its capacity as Master Servicer or Special Servicer, as applicable, under this Agreement and the transactions set forth or provided for herein and shall be
        subject to, and have the benefit of, all of the rights, (subject to Section 3.11 and Section 6.04) benefits, responsibilities, duties, liabilities and limitations on liability relating thereto and that arise thereafter placed on or
        for the benefit of the Master Servicer or Special Servicer, as applicable, by the terms and provisions hereof; provided, however, that any failure to perform such duties or responsibilities caused by the terminated party’s failure
        under Section 7.01 to provide information or moneys required hereunder shall not be considered a default by such successor hereunder.  The appointment of a successor master servicer shall not affect any liability of the predecessor Master
        Servicer which may have arisen prior to its termination as Master Servicer, and the appointment of a successor special servicer shall not affect any liability of the predecessor Special Servicer which may have arisen prior to its termination as
        Special Servicer.  The Trustee in its capacity as successor to the Master Servicer or the Special Servicer, as the case may be, shall not be liable for any of the representations and warranties of the Master Servicer or the Special Servicer,
        respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor Master Servicer or Special Servicer or for any losses incurred by the predecessor Master Servicer pursuant to Section 3.06 hereunder,
        nor shall the Trustee be required to purchase any Mortgage Loan or Trust Subordinate Companion Loan hereunder solely as a result of its obligations as successor master servicer or special servicer, as the case may be.  Subject to Section 3.11,
        as compensation therefor, the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans, the Companion Loans or the Trust Subordinate Companion Loan which the Master Servicer would have
        been entitled to if the Master Servicer had continued to act hereunder, including but not limited to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11, and the Trustee as
        successor to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer had continued to act hereunder.  Should the Trustee succeed to the capacity of the
        Master Servicer or the Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability as the Master Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01
        to the contrary, but only with respect to actions taken by it in its role as successor master servicer or successor special servicer, as the case may be, and not with respect to its role as Trustee hereunder.  Notwithstanding the above, the Trustee
        may, if it shall be unwilling to act as successor to the Master Servicer or the Special Servicer, as applicable, or shall, if it is unable to so act, or if the Trustee is not approved as a servicer by each Rating Agency, or if, prior to the
        occurrence and continuance of a Control Termination Event, the Directing Certificateholder or the Holders of Certificates entitled to 25% of the Voting Rights so request in writing to the Trustee, promptly appoint, or petition a court of competent
        jurisdiction to appoint, any established mortgage loan servicing institution which meets the criteria set forth in Section 6.05 and otherwise herein, as the successor to the Master Servicer or the Special Servicer, as applicable, hereunder
        in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer or Special Servicer hereunder.  No appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be effective
        until (i) the assumption in writing by the successor to the Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter, (ii) upon

      
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      receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the
        downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
        Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), (iii) which appointment has been approved (prior to the occurrence and continuance of a Control Termination Event) by the Directing
        Certificateholder, such approval not to be unreasonably withheld and (iv) the Certificate Administrator shall have filed any required Form 8‐K pursuant to Section 11.07 hereof and any other Form 8‐K filings have been completed with respect
        to any related Companion Loan.  Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein above
        provided.  In connection with such appointment and assumption of a successor to the Master Servicer or Special Servicer as described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the
        Mortgage Loans and the Trust Subordinate Companion Loan as it and such successor shall agree; provided, however, that no such compensation with respect to a successor master servicer or successor special servicer, as the case may
        be, shall be in excess of that permitted the terminated Master Servicer or Special Servicer, as the case may be, hereunder.  The Trustee, the Master Servicer or the Special Servicer (whichever is not the terminated party) and such successor shall
        take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.  Any costs and expenses associated with the transfer of the servicing function (other than with respect to a termination without cause) under
        this Agreement shall be borne by the predecessor Master Servicer or Special Servicer, as applicable.  If such predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the party requesting such termination or the
        successor Master Servicer or Special Servicer for such expenses within 90 days after the presentation of reasonable documentation, such expense shall be reimbursed by the Trust; provided that the terminated Master Servicer or Special
        Servicer shall not thereby be relieved of its liability for such expenses.  If and to the extent that the terminated Master Servicer or Special Servicer has not reimbursed such costs and expenses, the party requesting such termination shall have an
        affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust.  In the event of a termination without cause, such costs and expenses shall be borne by the party requesting such termination, or as otherwise
        set forth herein; provided that the Certificate Administrator and the Trustee shall not bear any such costs and expenses.  For the avoidance of doubt, if the Trustee is terminating the Master Servicer or Special Servicer in accordance with
        this Agreement at the direction of any party or parties permitted to direct the Trustee to so terminate the Master Servicer or Special Servicer pursuant to this Agreement, the Trustee shall not have any liability for such expenses pursuant to this
        paragraph.

      Section 7.03          Notification to
            Certificateholders.  (a) Upon any resignation of the Master Servicer or the Special Servicer pursuant to Section 6.05, any termination of the Master Servicer or the Special Servicer pursuant to Section 7.01 or any
          appointment of a successor to the Master Servicer or the Special Servicer pursuant to Section 7.02, the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in
          the Certificate Register.

      
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      (b)          Not later than the later of
          (i) [sixty (60)] days after the occurrence of any event which constitutes or, with notice or lapse of time or both, would constitute a Servicer Termination Event and (ii) [five (5)] days after the Certificate Administrator would be deemed to have
          notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate Administrator shall transmit by mail to the Depositor and all Certificateholders (including, with respect to the Trust AB Whole Loan, the
          Holders of the Class [LOAN-SPECIFIC] Certificates and the related Subordinate Loan-Specific Directing Certificateholder) (and, if a Serviced Whole Loan is affected, the related Serviced Companion Noteholder) notice of such occurrence, unless such
          default shall have been cured.

      Section 7.04          Waiver of Servicer
            Termination Events.  The Holders of Certificates representing at least [___]% of the Voting Rights allocated to each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer Termination Event within
          twenty (20) days of the receipt of notice from the Certificate Administrator of the occurrence of such Servicer Termination Event; provided, however, that a Servicer Termination Event under [clause (i), (ii), (viii) or (ix)]
          of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes and a Servicer Termination Event under clause (iii) of Section 7.01(a) relating to Exchange Act reporting may be waived only
          with the consent of the Depositor.  Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event shall cease to exist and shall be deemed to have been remedied for every purpose hereunder.  Upon any such waiver of a
          Servicer Termination Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover all costs and expenses incurred by it in connection with enforcement action taken with respect to such Servicer
          Termination Event prior to such waiver from the Trust.  No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent thereon except to the extent expressly so waived.  Notwithstanding any other
          provisions of this Agreement, for purposes of waiving any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same
          Voting Rights with respect to the matters described above as they would if any other Person held such Certificates.

      Section 7.05          Trustee as Maker
            of Advances.  In the event that the Master Servicer fails to fulfill its obligations hereunder to make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business Days following
          such failure by the Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event under Section 7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee has actual knowledge of such failure
          with respect to such Servicing Advances and (y) by noon, New York City time, on the related Distribution Date with respect to P&I Advances pursuant to the Certificate Administrator’s notice of failure pursuant to Section 4.03(a)
          unless such failure has been cured.  With respect to any such Advance made by the Trustee, the Trustee shall succeed to all of the Master Servicer’s rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s
          rights of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance is a Nonrecoverable P&I Advance or Servicing Advance, as the case may be, (without regard to any impairment of any
          such rights of reimbursement caused by such Master Servicer’s default in its obligations hereunder); provided, however, that if Advances made by the Trustee and the Master Servicer shall at any time be outstanding, or any interest
          on any Advance shall be accrued and

      
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      unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances outstanding to the Trustee,
        until such Advances shall have been repaid in full, together with all interest accrued thereon, prior to reimbursement of the Master Servicer for such Advances.  The Trustee shall be entitled to conclusively rely on any notice given with respect to
        a Nonrecoverable Advance hereunder.

      [End of Article VII]

      ARTICLE VIII

          

          CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR

      Section 8.01          Duties of the
            Trustee and the Certificate Administrator.  (a) The Trustee and the Certificate Administrator, prior to the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which may have
          occurred, undertake to perform such duties and only such duties as are specifically set forth in this Agreement.  If a Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in it by
          this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.  Any permissive right of the Trustee and the Certificate
          Administrator contained in this Agreement shall not be construed as a duty.

      (b)          The Trustee or the Certificate
          Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished to the
          Trustee or the Certificate Administrator pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically governed by the terms of Article II, any CREFC® reports and any information delivered for posting to the Certificate Administrator’s Website or the 17g‐5 Information Provider’s Website), shall examine them to determine whether they conform to the
          requirements of this Agreement.  If any such instrument is found not to conform to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator shall notify the party providing such instrument and
          requesting the correction thereof.  The Trustee or the Certificate Administrator shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the
          Depositor, the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate Administrator in good faith, pursuant to this Agreement.

      (c)          No provision of this Agreement
          shall be construed to relieve the Trustee or the Certificate Administrator from liability for its own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however, that:

      
        

        

        
          (i) Prior to the occurrence of a Servicer Termination Event, and after the curing of all such
            Servicer Termination Events which may have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express provisions of this Agreement, the Trustee and the Certificate
            Administrator shall not be liable except for the performance of such duties and obligations as are

        

      

      
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      specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and the
        Certificate Administrator and, in the absence of bad faith on the part of the Trustee and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the statements and the correctness of
        the opinions expressed therein, upon any certificates or opinions furnished to the Trustee or the Certificate Administrator and conforming to the requirements of this Agreement;

      
        

        

        
          (ii) Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable for
            an error of judgment made in good faith by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall be proved that the Trustee or the Certificate Administrator, as applicable,
            was negligent in ascertaining the pertinent facts; and

        

      

      
        

        

        
          (iii) Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable
            with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than 25% of the percentage interest of each affected Class, or of the Voting
            Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the Trustee or the
            Certificate Administrator, under this Agreement (unless a higher percentage of Voting Rights is required for such action).

        

      

      (d)          The Certificate Administrator
          shall make available via its internet website initially located at [WEBSITE] to the Serviced Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement to the extent such
          reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification pursuant to this Agreement.

      Section 8.02          Certain Matters
            Affecting the Trustee and the Certificate Administrator.  Except as otherwise provided in Section 8.01:

      
        

        

        
          (i) The Trustee and the Certificate Administrator may rely upon and shall be protected in
            acting or refraining from acting upon any resolution, direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, Appraisal, bond
            or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties;

        

      

      
        

        

        
          (ii) The Trustee and the Certificate Administrator may consult with counsel and the advice of
            such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance therewith;

        

      

      
        

        

        
          (iii) Neither the Trustee nor the Certificate Administrator shall be under any obligation to
            exercise any of the trusts or powers vested in it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute,

        

      

      
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      conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders,
        pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator, as applicable, reasonable security or indemnity satisfactory to it, against the costs, expenses and
        liabilities which may be incurred therein or thereby; neither the Trustee nor the Certificate Administrator shall be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties
        hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or reasonable indemnity satisfactory to it against such risk or liability is not reasonably assured to it;
        nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of a Servicer Termination Event which has not been cured, to exercise such of the rights and powers vested in it by this Agreement, and to use the
        same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs;

      
        

        

        
          (iv) Neither the Trustee nor the Certificate Administrator shall be liable for any action
            reasonably taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;

        

      

      
        

        

        
          (v) Prior to the occurrence of a Servicer Termination Event hereunder and after the curing of
            all Servicer Termination Events which may have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
            opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than 50% of the Voting Rights; provided, however, that
            if the payment within a reasonable time to the Trustee or the Certificate Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee or the Certificate
            Administrator, respectively, not reasonably assured to the Trustee or the Certificate Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively, may require
            reasonable indemnity satisfactory to it from such requesting Holders against such expense or liability as a condition to taking any such action.  The reasonable expense of every such reasonable examination shall be paid by the requesting
            Holders;

        

      

      
        

        

        
          (vi) The Trustee or the Certificate Administrator may execute any of the trusts or powers
            hereunder or perform any duties hereunder either directly or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not relieve the Trustee or the Certificate Administrator
            of its duties or obligations hereunder; provided, further, that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through any Person that is a Prohibited Party;

        

      

      
        

        

        
          (vii) For all purposes under this Agreement, neither the Trustee nor the Certificate
            Administrator shall be deemed to have notice of any Servicer Termination

        

      

      
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      Event unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless
        written notice of any event which is in fact such a default is received by the Trustee or the Certificate Administrator at the respective Corporate Trust Office, and such notice references the Certificates or this Agreement;

      
        

        

        
          (viii) Neither the Trustee nor the Certificate Administrator shall be responsible for any act
            or omission of the Master Servicer or the Special Servicer (unless the Trustee is acting as Master Servicer or Special Servicer, as the case may be, in which case the Trustee shall only be responsible for its own actions as Master Servicer or
            Special Servicer), the Operating Advisor, the Asset Representations Reviewer or the Depositor;

        

      

      
        

        

        
          (ix) Neither the Trustee nor the Certificate Administrator shall in any way be liable by
            reason of any insufficiency in the Trust Fund unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as applicable, negligence or willful misconduct was the primary cause of such
            insufficiency;

        

      

      
        

        

        
          (x) In no event shall the Trustee or the Certificate Administrator be liable for any failure
            or delay in the performance of its obligations hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own negligence, bad faith or willful
            misconduct;

        

      

      
        

        

        
          (xi) Nothing herein shall require the Trustee or the Certificate Administrator to act in any
            manner that is contrary to applicable law; and

        

      

      
        

        

        
          (xii) Nothing herein shall be construed as an obligation for any party to this Agreement to
            advise a Certificateholder with respect to its rights and protections relative to the Trust.

        

      

      Each of the Trustee and the Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities
        afforded to it as Trustee and Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including, without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent). 
        For the avoidance of doubt, the limitations described in Section 8.02 above do not apply to the rights of the Certificateholders and Certificate Owners described in Section 5.06, Section 12.01 and Section 2.03.

      Section 8.03          Trustee and
            Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans or Trust Subordinate Companion Loan.  The recitals contained herein and in the Certificates, other than the acknowledgments of the Trustee or
          the Certificate Administrator in Sections 2.02 and 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth on any outstanding Certificate, shall be taken as the statements of the Depositor,
          the Master Servicer or the Special Servicer, as the case may be, and the Trustee or the Certificate Administrator assume no responsibility for their correctness.  Neither the Trustee nor the Certificate Administrator makes any representations as
          to the validity or sufficiency of this Agreement or of any Certificate (other than as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon) or of any

      
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      Mortgage Loan or of the Trust Subordinate Companion Loan or related document.  Neither the Trustee nor the Certificate Administrator shall be accountable for
        the use or application by the Depositor of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor in respect of the assignment of the Mortgage Loans and the
        Trust Subordinate Companion Loan to the Trust, or any funds deposited in or withdrawn from the Collection Account or any other account by or on behalf of the Depositor, the Master Servicer, the Special Servicer or in the case of the Trustee, the
        Certificate Administrator.  The Trustee and the Certificate Administrator shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished by the
        Depositor, the Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate Administrator, in good faith, pursuant to this Agreement.

      Section 8.04          Trustee or
            Certificate Administrator May Own Certificates.  The Trustee or the Certificate Administrator, each in its individual capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may deal with
          the Depositor, the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the same rights it would have if it were not Trustee or the Certificate Administrator.

      Section 8.05          Fees and Expenses
            of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator.  (a) As compensation for the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee, which shall cover
          recurring and otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will be paid the Certificate Administrator Fee equal to the Certificate Administrator’s portion of one month’s interest at the Certificate
          Administrator Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator.  The Trustee Fee and Certificate Administrator Fee shall be paid monthly on a Mortgage Loan‐by‐Mortgage Loan (or
          Trust Subordinate Companion Loan‐by‐Trust Subordinate Companion Loan, if applicable) basis.  As to each Mortgage Loan, the Trust Subordinate Companion Loan and REO Loan (other than the portion of an REO Loan related to any Companion Loan), the
          Certificate Administrator shall pay to the Trustee monthly the Trustee Fee from the Certificate Administrator Fee, which Certificate Administrator Fee shall accrue from time to time at the Certificate Administrator Fee Rate and the Certificate
          Administrator Fee shall be computed on the basis of the Stated Principal Balance of such Mortgage Loan or Trust Subordinate Companion Loan, as applicable, and a 360‐day year consisting of twelve 30‐day months.  The Trustee Fee (which shall not be
          limited to any provision of law in regard to the compensation of a trustee of an express trust) shall constitute the Trustee’s sole form of compensation for all services rendered by it in the execution of the trusts hereby created and in the
          exercise and performance of any of the powers and duties of the Trustee hereunder, except for the reimbursement of expenses specifically provided for herein.  The Certificate Administrator Fee shall constitute the Certificate Administrator’s sole
          form of compensation for the exercise and performance of its powers and duties hereunder, except for the reimbursement of expenses specifically provided for herein.  No Trustee Fee or Certificate Administrator Fee shall be payable with respect to
          any Companion Loan.

      
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      (b)          The Trustee, the Certificate
          Administrator (in each case, including in its capacity as Custodian and in its individual capacity) and any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator, respectively, shall be entitled to
          be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Collection Account, the Lower‐Tier REMIC Distribution Account or the [LOAN-SPECIFIC] REMIC Distribution Account, as applicable, from time to time) against
          any loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement, and expenses incurred in becoming successor master servicer or
          successor special servicer, to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or omission of the Trustee or the Certificate Administrator, respectively, relating to the exercise and performance of
          any of the powers and duties of the Trustee or the Certificate Administrator, respectively, hereunder; provided, however, that none of the Trustee or the Certificate Administrator, nor any of the other above specified Persons
          shall be entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the Certificate Administrator, respectively, in the normal
          course of the Trustee or the Certificate Administrator, respectively, performing its duties in accordance with any of the provisions hereof, which are not “unanticipated expenses of the REMIC” within the meaning of Treasury Regulations
          Section 1.860G‐1(b)(3)(ii), (iii) any expense or liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense incurred by reason of willful misconduct, bad faith or negligence in the
          performance of the Trustee’s or the Certificate Administrator’s, respectively, obligations and duties hereunder, or by reason of negligent disregard of such obligations or duties, or as may arise from a breach of any representation or warranty of
          the Trustee specified in Section 8.12 or the Certificate Administrator specified in Section 8.14, respectively, made herein.  The provisions of this Section 8.05(b) shall survive the termination of this Agreement and any
          resignation or removal of the Trustee or the Certificate Administrator, respectively, and appointment of a successor thereto.  The foregoing indemnity shall also apply to the Certificate Administrator in its capacities of Custodian, Certificate
          Registrar and Authenticating Agent.

      (c)          Each of the Certificate
          Administrator, Master Servicer and Special Servicer shall indemnify and hold harmless the Depositor (and, with respect to Certificate Administrator, the Mortgage Loan Sellers) from and against any claims, losses, damages, penalties, fines,
          forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor (and, with respect to the Certificate Administrator, any Mortgage Loan Seller or its Affiliates) pursuant to a third party
          claim under the Securities Act, the Exchange Act or otherwise that arise out of or are based upon (A)(i) with respect to the Certificate Administrator, a breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider or in
          any other capacity in which the Certificate Administrator is required to make information available to a Privileged Person that is an NRSRO, of its obligations under this Agreement or (ii) negligence, bad faith or willful misconduct on the part
          of the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is required to make information available to a Privileged Person that is an NRSRO, in the performance
          of such obligations or its negligent disregard of its obligations and duties under this Agreement or (B) with respect to the Master Servicer and Special Servicer, severally and not jointly (i) a breach by the Master Servicer or Special Servicer,
          as applicable, of any of its obligations to deliver information to the 17g-5 Information Provider as set forth in this

      
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      Agreement, including Section 3.07(a), Section 3.08, Section 3.09(e), Section 3.12, Section 3.17(c), Section 3.18(f),
        Section 11.09, Section 11.10 and Section 11.11 or (ii) a breach by the Master Servicer or Special Servicer, as applicable, of any of its obligations set forth in Sections Section 3.13(d), Section 3.13(g)
        andSection 3.13(i).

      Section 8.06          Eligibility
            Requirements for Trustee and Certificate Administrator.  Each of the Trustee and the Certificate Administrator hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national
          banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this
          Agreement, having a combined capital and surplus of at least $[100,000,000] and subject to supervision or examination by federal or state authority and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special
          Servicer (except during any period when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant to Section 7.02), (ii) an institution insured by the Federal Deposit
          Insurance Corporation, (iii) an institution whose long-term senior unsecured debt is rated at least [RATING CRITERIA] or such other rating with respect to which the Rating Agencies have provided a Rating Agency Confirmation; and (iv) an entity
          that is not a Prohibited Party.

      If such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to law or to
        the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06 the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be its
        combined capital and surplus as set forth in its most recent report of condition so published.  In the event the place of business from which the Certificate Administrator administers the Trust REMICs or the Grantor Trust or in which the Trustee’s
        office is located is in a state or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions), the Certificate Administrator or the Trustee, as
        applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07, (ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs and/or the Grantor Trust from a state
        and local jurisdiction that does not impose such a tax.

      Section 8.07          Resignation and
            Removal of the Trustee and Certificate Administrator.  (a) The Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving not less than sixty (60) days’ prior written notice
          thereof to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, the Operating Advisor, the Asset Representations Reviewer, 17g-5 Information Provider and all Certificateholders. 
          The Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and provide notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5
          Information Provider, which shall promptly post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).  Upon receiving such notice of resignation, the Depositor shall use its reasonable best efforts to
          promptly appoint a successor trustee or certificate administrator acceptable to, prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder by written

      
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      instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or Certificate Administrator and to the successor trustee or
        certificate administrator.  A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer, the Certificateholders and the Certificate Administrator or the Trustee, as applicable, by the Depositor.  In the event of a
        resignation pursuant to this Section 8.07(a), the resigning Trustee or Certificate Administrator, as the case may be, must pay all costs and expenses associated with the transfer of its responsibilities.  If no successor trustee or
        certificate administrator shall have been so appointed and have accepted appointment within ninety (90) days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator may petition any court of competent
        jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable, and any expenses associated with such petition shall be an expense of the Trust.

      (b)          If at any time the Trustee or
          Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 (and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request therefor by the
          Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its
          property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or
          Certificate Administrator (if different than the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances
          beyond the Trustee’s or Certificate Administrator’s, as applicable, reasonable control), to timely publish any report to be delivered, published or otherwise made available by the Certificate Administrator pursuant to Section 4.02 and
          such failure shall continue unremedied for a period of five (5) days, or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section 9.01, then the Depositor may remove the Trustee or
          Certificate Administrator, as applicable, and appoint a successor trustee or certificate administrator acceptable to the Master Servicer, by written instrument, in duplicate, which instrument shall be delivered to the Trustee or Certificate
          Administrator so removed and to the successor trustee or certificate administrator in the case of the removal of the Trustee or Certificate Administrator.  A copy of such instrument shall be delivered to the Master Servicer, the Special Servicer
          and the Certificateholders by the Depositor.  If no successor trustee or certificate administrator has accepted an appointment within ninety (90) days after the giving of notice of removal, the removed trustee or certificate administrator, as
          applicable, may petition any court of competent jurisdiction to appoint a successor trustee or certificate administrator, as applicable, and such petition shall be an expense of the Trust.  In the event of any such termination with cause pursuant
          to this Section 8.07(b), the removed trustee or certificate administrator, as applicable, shall be responsible for all costs and expenses necessary to effect the transfer of responsibilities.

      (c)          The Holders of Certificates
          entitled to at least 50% of the Voting Rights may at any time upon thirty (30) days’ prior written notice, with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate administrator by
          written instrument or instruments, in triplicate, signed by such Holders or their attorneys‐in‐fact duly authorized, one complete set of which instruments shall be delivered to the

      
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      Master Servicer, one complete set to the Trustee or Certificate Administrator so removed and one complete set to the successor so appointed.  A copy of such
        instrument shall be delivered to the Depositor, the Special Servicer and the remaining Certificateholders by the Master Servicer.  In the event of any such termination without cause pursuant to this Section 8.07(c), the successor trustee or
        certificate administrator, as applicable, shall be responsible for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.

      (d)          Any resignation or removal of
          the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the
          successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator shall have filed any required Form 8‐K pursuant to Section 11.07 hereof and any other Form 8‐K filings have been
          completed with respect to any related Companion Loan.

      If the same party is acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party in its
        capacity as Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its capacity as Trustee or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator
        and a successor trustee, in each instance meeting the eligibility requirements set forth hereunder.

      Upon any succession of the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator
        shall be entitled to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for services rendered and expenses incurred (including without limitation, unreimbursed Advances).  No Trustee or Certificate
        Administrator shall be personally liable for any action or omission of any successor trustee or certificate administrator.

      (e)          Upon the resignation,
          assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each Mortgage Loan (and the
          related Trust Subordinate Companion Loan, if applicable) (to the extent that the original executed Mortgage Note for each Mortgage Loan (and the related Trust Subordinate Companion Loan, if applicable) was endorsed to the outgoing trustee),
          without recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the registered Holders of [TRUST] [TRANSACTION DESIGNATION], Commercial Mortgage Pass‐Through Certificates, [SERIES DESIGNATION] or in
          blank, and (ii) in the case of the other assignable Mortgage Loan or Trust Subordinate Companion Loan documents (to the extent such other Mortgage Loan or Trust Subordinate Companion Loan documents were assigned to the outgoing trustee), assign
          such Mortgage Loan or Trust Subordinate Companion Loan documents to such successor, and such successor shall review the documents delivered to it or to the Custodian with respect to each Mortgage Loan (and the related Trust Subordinate Companion
          Loan, if applicable), and certify in writing that, as to each Mortgage Loan (and the related Trust Subordinate Companion Loan, if applicable) then subject to this Agreement, such endorsement and assignment has been made; (b) if any original
          executed Mortgage Note for a Mortgage Loan (or the related Trust Subordinate Companion Loan, as applicable) was not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such

      
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      Mortgage Note to the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor Trustee to
        ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered Holders of [TRUST] [TRANSACTION DESIGNATION], Commercial Mortgage
        Pass‐Through Certificates, [SERIES DESIGNATION] or in blank; provided, however, that, notwithstanding anything to the contrary herein, to the extent any such endorsement of such Mortgage Note requires the signature of the related
        Mortgage Loan Seller in order to comply with the foregoing, then the Master Servicer shall use reasonable efforts to cause the related Mortgage Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan or Trust Subordinate
        Companion Loan document was not assigned to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Loan or Trust Subordinate Companion Loan document to the Depositor or the successor trustee, as
        requested, and the Master Servicer and the Depositor shall cooperate with any successor Trustee to ensure that such Mortgage Loan or Trust Subordinate Companion Loan document is assigned to such successor Trustee; and (d) in any case, such
        successor Trustee shall review the documents delivered to it or to the Custodian with respect to each Mortgage Loan (and the related Trust Subordinate Companion Loan, if applicable), and certify in writing that, as to each Mortgage Loan (and the
        related Trust Subordinate Companion Loan, if applicable) then subject to this Agreement, such endorsements and assignments have been made or, in the event such endorsement or assignment cannot be made for any reason, to note the same in such
        certification.

      (f)          Neither the Asset
          Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.

      Section 8.08          Successor Trustee
            or Certificate Administrator.  (a)  Any successor trustee or certificate administrator appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to
          its predecessor Trustee or Certificate Administrator an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator shall become effective and such successor
          trustee or certificate administrator without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee
          or Certificate Administrator herein.  The predecessor Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements held by it hereunder (other than any Mortgage Files at the time held on its behalf by a
          Custodian, which Custodian, at Custodian’s option shall become the agent of the successor trustee), and the Depositor, the Master Servicer, the Special Servicer and the predecessor Trustee shall execute and deliver such instruments and do such
          other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the successor trustee to perform its obligations hereunder.

      (b)          No successor trustee or
          successor certificate administrator shall, as applicable, accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall be
          eligible under the provisions of Section 8.06.

      
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      (c)          Upon acceptance of appointment
          by a successor trustee or successor certificate administrator as provided in this Section 8.08, the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the Depositor and
          the Certificateholders.  If the Master Servicer fails to deliver such notice within ten (10) days after acceptance of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
          certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.

      Section 8.09          Merger or
            Consolidation of Trustee or Certificate Administrator.  Any Person into which the Trustee or the Certificate Administrator may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion
          or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee or the Certificate Administrator shall be the successor
          of the Trustee or the Certificate Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor person shall be eligible under the provisions of Section 8.06, without the execution or filing of
          any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.  The Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 3.13(b)
          and shall provide notice of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g‐5 Information Provider, which shall post such notice to the 17g‐5 Information Provider’s Website in accordance with Section 3.13(c).

      Section 8.10        Appointment of
            Co‐Trustee or Separate Trustee.  (a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund or property securing the same may at
          the time be located, the Master Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co‐trustee or co‐trustees, jointly with
          the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 8.10,
          such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider necessary or desirable.  If the Master Servicer shall not have joined in such appointment within fifteen (15) days after the receipt by it of
          a request to do so, or in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment.  No co‐trustee or separate trustee hereunder shall be required to meet the terms
          of eligibility as a successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the appointment of co‐trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof.  All co‐trustee
          fees shall be payable out of the Trust Fund.

      (b)          In the case of any appointment
          of a co‐trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such
          separate trustee or co‐trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special
          Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties

      
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      and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed by such
        separate trustee or co‐trustee at the direction of the Trustee.

      (c)          Any notice, request or other
          writing given to the Trustee shall be deemed to have been given to each of the then‐separate trustees and co‐trustees, as effectively as if given to each of them.  Every instrument appointing any separate trustee or co‐trustee shall refer to this
          Agreement and the conditions of this Article VIII.  Each separate trustee and co‐trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
          with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection
          to, the Trustee.  Every such instrument shall be filed with the Trustee.

      (d)          Any separate trustee or
          co‐trustee may, at any time, constitute the Trustee, its agent or attorney‐in‐fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.  If
          any separate trustee or co‐trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the
          appointment of a new or successor trustee.

      (e)          The appointment of a
          co‐trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties and responsibilities hereunder.

      Section 8.11          Appointment of
            Custodians.  The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion of the Mortgage Files.  The Custodian shall be a depository institution subject to supervision by federal or state authority, shall
          have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it holds any Mortgage File.  The Custodian shall be subject to the same obligations and standard of care as would be
          imposed on the Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator.  Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another
          Custodian meeting the foregoing requirements.  The appointment of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator
          shall remain responsible for all acts and omissions of any Custodian other than the initial Custodian.  Any Custodian appointed hereunder must maintain a fidelity bond and errors and omissions policy in an amount customary for Custodians which
          serve in such capacity in commercial mortgage loan securitization transactions, or may self‐insure.

      Section 8.12          Representations
            and Warranties of the Trustee.  The Trustee hereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each Serviced Companion Noteholder and the
          Certificate Administrator for the benefit of the Certificateholders, as of the Closing Date, that:

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

        

      

      
        

        

        
          (ii) The execution and delivery of this Agreement by the Trustee, and the performance and
            compliance with the terms of this Agreement by the Trustee, will not violate the Trustee’s charter and by‐laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in
            the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its assets;

        

      

      
        

        

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

        

      

      
        

        

        
          (iv) This Agreement, assuming due authorization, execution and delivery by each of the other
            parties hereto, constitutes a valid, legal and binding obligation of the Trustee, enforceable against the Trustee in accordance with the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws
            affecting the enforcement of creditors’ rights generally and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in
            equity or at law;

        

      

      
        

        

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

        

      

      
        

        

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

        

      

      
        

        

        
          (vii) No consent, approval, authorization or order of any court or governmental agency or body
            is required for the execution, delivery and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or
            order which has not been obtained or cannot be obtained prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Trustee
            to perform its obligations hereunder[; and

        

      

      
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          (viii) To its actual knowledge, the Trustee is not a Risk Retention Affiliate of the Third
            Party Purchaser].

        

      

      Section 8.13          Provision of
            Information to Certificate Administrator, Master Servicer and Special Servicer.  The Master Servicer shall promptly, upon request, provide the Special Servicer and the Certificate Administrator with notice of any change in the identity
          and/or contact information of any Serviced Companion Noteholder (to the extent it receives written notice of such change).  The Certificate Administrator, Master Servicer and Special Servicer may each conclusively rely on the information provided
          to them regarding identity and/or contact information regarding any Serviced Companion Noteholder, and the Certificate Administrator, Master Servicer and Special Servicer, as applicable, shall have no liability for notices not sent to the correct
          Serviced Companion Noteholders or any obligation to determine the identity and/or contact information of the Serviced Companion Noteholders to the extent updated or correct information regarding the holders of any of the Serviced Companion
          Noteholders or the most recent identity and/or contact information regarding any of the Serviced Companion Noteholders has not been provided to the Certificate Administrator, Master Servicer or Special Servicer, as applicable.

      The Certificate Administrator shall promptly notify the Master Servicer and Special Servicer of any change in the identity and/or contact
        information of the Subordinate Loan-Specific Directing Certificateholder (to the extent it receives written notice of such change).  The Master Servicer and Special Servicer may each conclusively rely on the information provided to them by the
        Certificate Administrator regarding identity and/or contact information regarding the Subordinate Loan-Specific Directing Certificateholder and the Master Servicer and Special Servicer, as applicable, shall have no liability for notices not sent to
        the correct Subordinate Loan-Specific Directing Certificateholder or any obligation to determine the identity and/or contact information of the Subordinate Loan-Specific Directing Certificateholder to the extent the Certificate Administrator has
        not provided updated or correct information regarding such Subordinate Loan-Specific Directing Certificateholder or has not provided the most recent identity and/or contact information regarding such Subordinate Loan-Specific Directing
        Certificateholders to the Master Servicer or Special Servicer, as applicable.

      Section 8.14          Representations
            and Warranties of the Certificate Administrator.  The Certificate Administrator hereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, each
          Serviced Companion Noteholder, and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:

      
        

        

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

        

      

      
        

        

        
          (ii) The execution and delivery of this Agreement by the Certificate Administrator, and the
            performance and compliance with the terms of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by‐laws or constitute a default (or an event which, with notice or lapse of time, or
            both,

        

      

      
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      would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which
        is applicable to it or any of its assets;

      
        

        

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

        

      

      
        

        

        
          (iv) This Agreement, assuming due authorization, execution and delivery by each of the other
            parties hereto, constitutes a valid, legal and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with the terms hereof, subject to (a) applicable bankruptcy, insolvency,
            reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors of national banking associations specifically and (b) general principles of equity, regardless of whether such
            enforcement is considered in a proceeding in equity or at law;

        

      

      
        

        

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

        

      

      
        

        

        
          (vi) No litigation is pending or, to the best of the Certificate Administrator’s knowledge,
            threatened against the Certificate Administrator which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s good faith and reasonable judgment, is likely to materially and
            adversely affect either the ability of the Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate Administrator; [and]

        

      

      
        

        

        
          (vii) No consent, approval, authorization or order of any court or governmental agency or body
            is required for the execution, delivery and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any
            consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this Agreement, and which, if not obtained would not have a
            materially adverse effect on the ability of the Certificate Administrator to perform its obligations hereunder[; and

        

      

      
        

        

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

        

      

      
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      Section 8.15          Compliance with
            the PATRIOT Act.  In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering
          (“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer is required to obtain, verify and record certain information relating to individuals and entities which maintain a
          business relationship with the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable.  Accordingly, each of the parties to this Agreement agrees to provide to the Trustee, the Certificate
          Administrator, the Special Servicer and the Master Servicer, upon its respective reasonable request from time to time such identifying information and documentation as may be available for such party in order to enable the Trustee, the
          Certificate Administrator, the Special Servicer and the Master Servicer to comply with Applicable Laws.

      [End of Article VIII]

      ARTICLE IX

          

          TERMINATION

      Section 9.01          Termination upon
            Repurchase or Liquidation of All Mortgage Loans.  Subject to this Section 9.01 and Section 9.02, the Trust and the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other than
          the obligations of the Certificate Administrator to provide for and make payments to Certificateholders as hereafter set forth), the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
          and the Trustee, shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by the Certificate Administrator and required hereunder to be so paid on the Distribution Date following the earlier to occur
          of (i) the final payment (or related Advance) or other liquidation of the last Mortgage Loan, Trust Subordinate Companion Loan and REO Property (as applicable) subject hereto, (ii) the purchase or other liquidation by the Holders of the majority
          of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class [R] Certificates, in that order of priority, of all the Mortgage Loans (for the avoidance of doubt, excluding
          the Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust) and the Trust’s portion of each REO Property (other than any portion related to the Trust Subordinate Companion Loan if the Trust
          AB Whole Loan (or the related REO Loan) is an asset of the Trust) remaining in the Trust Fund at a price equal to (a) the sum of (1) the aggregate Purchase Price of all the Mortgage Loans (exclusive of REO Loans) included in the Trust Fund (for the avoidance of doubt, excluding the Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust), (2) the Appraised Value of the Trust’s portion of each
          REO Property (other than any portion related to the Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust), if any, included in the Trust Fund (such Appraisals in clause (a)(2) to
          be conducted by an Independent MAI‐designated appraiser selected by the Master Servicer, and approved by more than 50% of the Voting Rights of the Classes of Certificates then outstanding (other than the Controlling Class unless the Controlling
          Class is the only Class of Certificates then outstanding)) (which approval shall be deemed given unless more

      
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      than 50% of such Certificateholders object within twenty (20) days of receipt of notice thereof), (3) the reasonable out‐of‐pocket expenses of the Master
        Servicer with respect to such termination, unless the Master Servicer is the purchaser of such Mortgage Loans and (4) if a Mortgaged Property secures a Non‐Serviced Mortgage Loan and is an “REO property” under the terms of the related Non‐Serviced
        Pooling Agreement, the pro rata portion of the fair market value of the related Mortgaged Property, as determined by the related Non‐Serviced Master Servicer in accordance with clauses (2) and (3)
        above, minus (b) solely in the case where the Master Servicer is exercising such purchase right, the aggregate amount of unreimbursed Advances, together with any interest accrued and payable to the Master
        Servicer in respect of such Advances in accordance with Sections 3.03(d) and 4.03(d) and any unpaid Servicing Fees, remaining outstanding and payable solely to the Master Servicer (which items shall be deemed to have been paid or
        reimbursed to the Master Servicer in connection with such purchase) or (iii) so long as the [APPLICABLE CLASSES] Certificates are no longer outstanding, the voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other
        than the [LOAN‐SPECIFIC CLASS], Class [ARD] and Class [R] Certificates) for the remaining Mortgage Loans (other than the Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust), and REO
        Properties (other than any portion related to the Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust) in the Trust Fund pursuant to the terms of the immediately succeeding paragraph; provided,
        however, that in no event shall the Trust created hereby continue beyond the expiration of twenty‐one (21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the
        Court of St. James’s, living on the date hereof.

      Following the date on which the Class [A‐1], Class [A‐2], Class [A‐3], Class [A‐4], Class [A‐5], Class [A‐SB], Class [A‐S], Class [B],
        Class [C], Class [D] and Class [EC] Certificates are retired (and provided that there is only one Holder (or multiple Holders acting in unanimity) of the then outstanding Certificates (other than the [LOAN‐SPECIFIC], Class [ARD] and
        Class [R] Certificates)), the Sole Certificateholder shall have the right, with the consent of the Master Servicer, to exchange all of its Certificates (other than the [LOAN‐SPECIFIC], Class [ARD] and Class [R] Certificates) for all of the Mortgage
        Loans (for the avoidance of doubt, excluding the Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust) and each REO Property (other than any portion
        related to the Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust) remaining in the Trust Fund as contemplated by clause (iii) of the first paragraph of this Section 9.01
        by giving written notice to all the parties hereto no later than sixty (60) days prior to the anticipated date of exchange.  In the event that the Sole Certificateholder elects to exchange all of its Certificates (other than the [LOAN‐SPECIFIC],
        Class [ARD] and Class [R] Certificates) for all of the Mortgage Loans (for the avoidance of doubt, excluding the Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an
        asset of the Trust) and the Trust’s portion of each REO Property (other than any portion related to the Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust) remaining in the Trust in
        accordance with the preceding sentence, such Sole Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates is to occur, shall deposit in the Collection Account an amount in immediately available
        funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Trustee and the Certificate

      
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      Administrator hereunder through the date of the liquidation of the Trust that may be withdrawn from the Collection Account, or an escrow account acceptable to
        the respective parties hereto, pursuant to Section 3.05(a) or that may be withdrawn from the Distribution Account pursuant to Section 3.05(a), but only to the extent that such amounts are not already on deposit in the Collection
        Account.  In addition, the Master Servicer shall transfer all amounts required to be transferred to the Lower‐Tier REMIC Distribution Account and Excess Interest Distribution Account on the P&I Advance Date related to such Distribution Date in
        which the final distribution on the Certificates is to occur from the Collection Account pursuant to the first paragraph of Section 3.04(b) (provided, however, that if a Serviced Whole Loan is secured by REO Property, the
        portion of the above‐described purchase price allocable to such Trust’s portion of REO Property shall initially be deposited into the related REO Account).  Upon confirmation that such final deposits have been made and following the surrender of
        all its Certificates (other than the [LOAN‐SPECIFIC], Class [ARD] and Class [R] Certificates) on the applicable Distribution Date, the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be released
        to the Sole Certificateholder or any designee thereof, the Mortgage Files for the remaining Mortgage Loans (for the avoidance of doubt, excluding the Trust Subordinate Companion Loan if the Trust AB Whole Loan
        (or the related REO Loan) is an asset of the Trust) and shall execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans (for the avoidance of doubt, excluding the Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust) and REO Properties (other than any portion related to the
        Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust) remaining in the Trust Fund, and the Trust shall be liquidated in accordance with Section 9.02 and neither of the Master
        Servicer nor the Special Servicer shall have any further obligation to service the Trust Subordinate Companion Loan hereunder.  Solely for federal income tax purposes, the Sole Certificateholder shall be deemed to have purchased the assets of the
        Lower‐Tier REMIC for an amount equal to the remaining Certificate Balance of the Principal Balance Certificates and the Class [LOAN-SPECIFIC] Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator shall
        credit such amounts against amounts distributable in respect of such Certificates and Related Lower-Tier Regular Interests.  If the Trust AB Whole Loan (or any related REO Loan) is an asset of the Trust, (i) if the Mortgaged Property securing the
        Trust AB Whole Loan has become an REO Property, then the Sole Certificateholder exercising the exchange described above, as a prerequisite, shall designate a nominee to hold title to such REO Property on behalf of the purchaser and the holders of
        the Class [LOAN-SPECIFIC] Certificates and (ii) if the Mortgaged Property securing the Trust AB Whole Loan is not an REO Property, then the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be
        released to the Subordinate Loan-Specific Directing Certificateholder or any designee thereof, the Mortgage Note for the Trust Subordinate Companion Loan and shall execute all assignments, endorsements and other instruments furnished to it by the
        Subordinate Loan-Specific Directing Certificateholder as shall be necessary to effectuate transfer of such Mortgage Note and the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC shall be liquidated in accordance with the procedures set forth
        in Section 9.02 and neither of the Master Servicer nor the Special Servicer shall have any further obligation to service the Trust Subordinate Companion Loan hereunder.

      
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      The obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
        Certificate Administrator and the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent (i) its related Serviced Mortgage Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts
        payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with the related Intercreditor Agreement remain due and owing.

      The Holders of the majority of the Controlling Class, the Special Servicer, the Master Servicer or the Holders of the Class [R]
        Certificates, in that order of priority, may, at their option, elect to purchase all of the Mortgage Loans (and all property acquired through exercise of remedies in respect of any related Mortgage Loan) (for
        the avoidance of doubt, excluding the Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust) and the Trust’s portion of each REO Property (other than any portion related to the Trust
        Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust) remaining in the Trust Fund as contemplated by clause (ii) of the first paragraph of this Section 9.01 by giving written
        notice to the Trustee, the Certificate Administrator, and the other parties hereto no later than sixty (60) days prior to the anticipated date of purchase; provided, however, that the Holders of the Controlling Class, the Special
        Servicer, the Master Servicer, or the Holders of the Class [R] Certificates may so elect to purchase all of the Mortgage Loans (for the avoidance of doubt, excluding the Trust Subordinate Companion Loan if the
        Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust) and the Trust’s portion of each REO Property (other than any portion related to the Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an
        asset of the Trust) remaining in the Trust Fund only on or after the first Distribution Date on which (A) the aggregate Stated Principal Balances of the Mortgage Loans and the portion of any REO Loans held by the Trust is less than [__________]. 
        This purchase shall terminate the Trust and retire the then-outstanding Certificates.  If the Trust AB Whole Loan (or any related REO Loan) is an asset of the Trust, (i) if the Mortgaged Property securing the Trust AB Whole Loan has become an REO
        Property, then the purchaser exercising the purchase option described above, as a prerequisite, shall designate a nominee to hold title to such REO Property on behalf of the purchaser and the holders of the Class [LOAN-SPECIFIC] Certificates and
        (ii) if the Mortgaged Property securing the Trust AB Whole Loan is not an REO Property, then the Custodian shall, upon receipt of a Request for Release from the Master Servicer, release or cause to be released to the Subordinate Loan-Specific
        Directing Certificateholder or any designee thereof, the Mortgage Note for the Trust Subordinate Companion Loan and shall execute all assignments, endorsements and other instruments furnished to it by the Subordinate Loan-Specific Directing
        Certificateholder as shall be necessary to effectuate transfer of such Mortgage Note and the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC shall be liquidated in accordance with the procedures set forth in Section 9.02.  In the
        event that the Master Servicer or the Special Servicer purchases, or the Holders of the majority of the Controlling Class or the Holders of the Class [R] Certificates purchase, all of the Mortgage Loans (for
        the avoidance of doubt, excluding the Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust) and the Trust’s portion of each REO Property (other than any portion related to the Trust
        Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust) remaining in the Trust Fund in accordance with the preceding sentence, the Master Servicer, the Special Servicer, the Holders of the majority
        of the Controlling Class or the Holders of the Class [R] Certificates, as applicable, shall

      
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      deposit in the Lower‐Tier REMIC Distribution Account not later than the P&I Advance Date relating to the Distribution Date on which the final distribution
        on the Certificates is to occur, an amount in immediately available funds equal to the above‐described purchase price (exclusive of any portion thereof payable to any Person other than the Certificateholders pursuant to Section 3.05(a),
        which portion shall be deposited in the Collection Account).  In addition, the Master Servicer shall transfer to the Lower‐Tier REMIC Distribution Account all amounts required to be transferred thereto on such P&I Advance Date from the
        Collection Account pursuant to the first paragraph of Section 3.04(b), together with any other amounts on deposit in the Collection Account that would otherwise be held for future distribution.  Upon confirmation that such final deposits
        and payments have been made, the Custodian shall release or cause to be released to the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class [R] Certificates, as applicable, the
        Mortgage Files for the remaining Mortgage Loans (for the avoidance of doubt, excluding the Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust) and
        shall execute all assignments, endorsements and other instruments furnished to it by the Master Servicer, the Special Servicer, the Holders of the majority of the Controlling Class or the Holders of the Class [R] Certificates, as applicable, as
        shall be necessary to effectuate transfer of the Mortgage Loans (for the avoidance of doubt, excluding the Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of
        the Trust) and REO Properties (other than any portion related to the Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust) remaining in the Trust Fund.

      For purposes of this Section 9.01, the Holders of the majority of the Controlling Class shall have the first option to terminate
        the Upper‐Tier REMIC and Lower‐Tier REMIC, then the Special Servicer, then the Master Servicer, and then the Holders of the Class [R] Certificates.  For purposes of this Section 9.01, the Directing Certificateholder with the consent of the
        Holders of the Controlling Class, shall act on behalf of the Holders of the Controlling Class in purchasing the assets of the Trust and terminating the Trust.

      Notice of any termination pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter to the
        Certificateholders, the Subordinate Loan-Specific Directing Certificateholder, each Serviced Companion Noteholder and the 17g‐5 Information Provider in accordance with the provisions of Section 3.13(c) (who shall promptly post a copy of
        such additional notice on the 17g‐5 Information Provider’s Website in accordance with the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01, to the other parties hereto mailed (a) in the
        event such notice is given in connection with the purchase of all of the Mortgage Loans (for the avoidance of doubt, excluding the Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related
        REO Loan) is an asset of the Trust) and each REO Property (other than any portion related to the Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust) remaining in the Trust Fund, not
        earlier than the 15th day and not later than the 25th day of the month next preceding the month of the final distribution on the Certificates, or (b) otherwise during the month of such final distribution on or before the P&I Advance
        Determination Date in such month, in each case specifying (i) the Distribution Date upon which the Trust will terminate and final payment of the Certificates will be made, (ii) the amount of any such final payment and (iii) that the Record Date
        otherwise applicable to such Distribution Date is not applicable,

      
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      payments being made only upon presentation and surrender of the Certificates at the offices of the Certificate Registrar or such other location therein
        designated.

      After transferring the Lower‐Tier Distribution Amount and the amount of any Yield Maintenance Charges distributable to the Regular
        Certificates pursuant to Section 4.01(e) to the Upper‐Tier REMIC Distribution Account, in each case pursuant to Section 3.04(b) and upon presentation and surrender of the Certificates by the Certificateholders on the final
        Distribution Date, the Certificate Administrator shall distribute to each Certificateholder so presenting and surrendering its Certificates (i) such Certificateholder’s Percentage Interest of that portion of the amounts then on deposit in the
        Upper‐Tier REMIC Distribution Account or the Class [EC] Distribution Account, as applicable, that are allocable to payments on the Class of Regular Certificates so presented, (ii) to Holders of the Class [ARD] Certificates so presented, any amounts
        remaining on deposit in the Excess Interest Distribution Account, (iii) any remaining amounts of Yield Maintenance Charges distributable to the Class [NON-OFFERED IO] Certificates pursuant to Section 4.01(e), and (iv) any remaining amount
        shall be distributed to the Class [R] Certificates in respect of the Class LR Interest or the Class UR Interest, as applicable.  Amounts transferred from the Lower‐Tier REMIC Distribution Account to the Upper‐Tier REMIC Distribution Account as of
        the final Distribution Date, shall be distributed in termination and liquidation of the Lower-Tier Regular Interests and the Class LR Interest in accordance with Sections 4.01(a), 4.01(c), 4.01(d), and 4.01(e).  Any
        funds not distributed on such Distribution Date shall be set aside and held uninvested in trust for the benefit of the Certificateholders not presenting and surrendering their Certificates in the aforesaid manner and shall be disposed of in
        accordance with this Section 9.01 and Section 4.01(h).

      Section 9.02          Additional
            Termination Requirements.  (a)  In the event the Master Servicer or the Special Servicer purchases, or the Holders of the Controlling Class or the Holders of the Class [R] Certificates purchase, all of the Mortgage Loans (for the avoidance of doubt, excluding the Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust) and the Trust’s portion of each REO Property (other than
          any portion related to the Trust Subordinate Companion Loan if the Trust AB Whole Loan (or the related REO Loan) is an asset of the Trust) remaining in the Trust Fund as provided in Section 9.01, or in the event the Class [LOAN-SPECIFIC]
          Certificateholders exchange their Certificates for the Trust Subordinate Companion Loan, the Upper‐Tier REMIC and Lower‐Tier REMIC or the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC, as applicable, shall be terminated in accordance
          with the following additional requirements, which meet the definition of a “qualified liquidation” in Section 860F(a)(4) of the Code:

      
        

        

        
          (i) the Certificate Administrator shall specify the date of adoption of the plan of complete
            liquidation (which shall be the date of mailing of the notice specified in Section 9.01) in a statement attached to each of the related Trust REMICs’ final Tax Returns pursuant to Treasury Regulations Section 1.860F‐1;

        

      

      
        

        

        
          (ii) during the 90‐day liquidation period and at or prior to the time of the making of the
            final payment on the Certificates, the Certificate Administrator on behalf of the Trustee shall sell all of the assets of the related Trust REMICs to the Master Servicer, the Special Servicer, the Holders of the Controlling Class or the Holders
            of the Class [R] Certificates, as applicable, for cash; and

        

      

      
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          (iii) within such 90‐day liquidation period and immediately following the making of the final
            payment on the Lower-Tier Regular Interests and the Certificates, the Certificate Administrator shall distribute or credit, or cause to be distributed or credited, to the Holders of the Class [R] Certificates in respect of the Class LR Interest
            (in the case of the Lower‐Tier REMIC) in respect of the Class UR Interest (in the case of the Upper‐Tier REMIC) and in respect of the [LOAN-SPECIFIC]‐R Interest (in the case of the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC) all
            cash on hand (other than cash retained to meet claims), and the Trust (if applicable) or the related Trust REMIC(s) shall terminate at that time.

        

      

      [End of Article IX]

      ARTICLE X

          

          ADDITIONAL REMIC PROVISIONS

      Section 10.01          REMIC
            Administration.  (a) The Certificate Administrator shall make elections or cause elections to be made to treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law.  Each such election will
          be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the calendar year in which the Lower-Tier Regular Interests and the Certificates are issued.  For the purposes of the REMIC election in
          respect of the Upper‐Tier REMIC, each Class of the Regular Certificates shall be designated as a class of “regular interests” (or in the case of an exchange and conversion of Class [A-S], Class [B] and Class [C] Certificates for Class [EC]
          Certificates, such “regular interests” shall be deemed to be held by the Trustee in uncertificated form unless reconverted to Class [A-S], Class [B] and Class [C] Certificates) and the Class UR Interest shall be designated as the sole class of
          “residual interest” in the Upper‐Tier REMIC.  For purposes of the REMIC election in respect of the Lower‐Tier REMIC, each Class of Lower-Tier Regular Interests shall be designated as a class of “regular interests” and the Class LR Interest shall
          be designated as the sole class of “residual interest” in the Lower‐Tier REMIC.  For purposes of the REMIC election in respect of the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC, the Class [LOAN-SPECIFIC] Certificates shall be
          designated as the “regular interests” and an uncertificated interest represented by the Class [R] Certificates shall be designated as the sole class of “residual interest” in the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC.  None of
          the Special Servicer, the Master Servicer or the Trustee shall permit the creation of any “interests” (within the meaning of Section 860G of the Code) in any Trust REMIC other than the foregoing interests.

      (b)          The Closing Date is hereby
          designated as the “startup day” (“Startup Day”) of each Trust REMIC within the meaning of Section 860G(a)(9) of the Code.

      (c)          The Certificate Administrator
          shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either such Trust REMIC and shall represent each such Trust REMIC in any administrative or judicial proceeding relating to an examination or audit by
          any governmental taxing authority with respect thereto.  The legal expenses, including without limitation attorneys’ or accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust and
          the Certificate

      
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      Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans, the Trust Subordinate Companion Loan and any REO
        Properties on deposit in the Collection Account as provided by Section 3.05(a) unless such legal expenses and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence.  The Certificate
        Administrator shall be designated as the “partnership representative” (within the meaning of Section 6223 of the Code) of each Trust REMIC.  By their acceptance thereof, the Holders of the Class [R] Certificates hereby agree to the irrevocable
        designation of the Certificate Administrator as the “partnership representative” of each Trust REMIC.

      (d)          The Certificate Administrator
          shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns that it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the Trustee shall
          timely sign) such Tax Returns in a timely manner.  The ordinary expenses of preparing such returns shall be borne by the Certificate Administrator without any right of reimbursement therefor.

      (e)          The Certificate Administrator
          shall provide or cause to be provided (i) to any Transferor of a Class [R] Certificate such information as is necessary for the application of any tax relating to the transfer of such Class [R] Certificate to any Person who is a Disqualified
          Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original issue
          discount and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service a Form 8811, within thirty (30) days after the Closing Date. The Certificate Administrator shall prepare, and the Trustee shall
          sign, the Form 8811.

      (f)          The Certificate Administrator
          shall take such actions and shall cause the Trust to take such actions as are reasonably within the Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary to maintain the status of
          each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate Administrator to the extent reasonably requested by the Certificate Administrator to do so.  Neither the Master Servicer nor the Special Servicer
          shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that, under
          the REMIC Provisions, if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the tax on
          “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure property”) (either such event, an “Adverse






            REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel (at the expense of the party seeking to take such action or, if such party fails to pay such expense, and the Certificate Administrator determines that taking
          such action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust, but in no event at the expense of the Certificate Administrator or the Trustee) to the effect that the contemplated action will not, with
          respect to the Trust or any Trust REMIC created hereunder, cause the loss of such status or, unless the Certificate Administrator determines in its sole discretion to indemnify the Trust against such tax, result in the imposition of such a tax
          (not

      
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      including a tax on “net income from foreclosure property”).  The Trustee shall not take or fail to take any action (whether or not authorized hereunder) as to
        which the Certificate Administrator has advised it in writing that it has received an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action.  The Certificate Administrator may consult with counsel to
        make such written advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in no event at the expense of the Certificate Administrator or the Trustee.  At all times as may be
        required by the Code, the Certificate Administrator will to the extent within its control and the scope of its duties more specifically set forth herein, maintain substantially all of the assets of each Trust REMIC as “qualified mortgages” as
        defined in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5) of the Code.

      (g)          In the event that any
          applicable federal, state or local tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable to the Holders of the
          Certificates, except as provided in the last sentence of this Section 10.01(g); provided that, with respect to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant to Section 860G(c) of the
          Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall retain in the related REO Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem appropriate (or as advised
          by the Certificate Administrator in writing), and shall remit to the Master Servicer such reserved amounts as the Master Servicer shall request in order to pay such taxes.  Except as provided in the preceding sentence, the Master Servicer shall
          withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is estimated to be legally owed by any Trust REMIC (but such authorization shall not prevent the Certificate
          Administrator from contesting, at the expense of the Trust (other than as a consequence of a breach of its obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law,
          pending the outcome of such proceedings).  The Certificate Administrator is hereby authorized to and shall segregate, into a separate non‐interest bearing account, the net income from any “prohibited transaction” under Section 860F(a) of the Code
          or the amount of any taxable contribution to any Trust REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the extent necessary, to pay such prohibited transactions tax.  To the
          extent that any such tax (other than any such tax paid in respect of “net income from foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax authorities, the Certificate Administrator shall retain an equal
          amount from future amounts otherwise distributable to the Holders of Class [R] Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of the Lower-Tier Regular Interests, to the Upper‐Tier REMIC to the extent
          they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class [R] Certificates in respect of the Class LR Interest in the manner specified in Section 4.01(c) and (y) in the case of the Upper‐Tier
          REMIC, to the Holders of the Principal Balance Certificates in the manner specified in Section 4.01(a), to the extent they are fully reimbursed for any Realized Losses arising therefrom and then to the Holders of the Class [R]
          Certificates in respect of the Class UR Interest.  None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer shall be responsible for any taxes imposed on any Trust REMIC except to the extent such taxes arise
          as a consequence of a breach of their respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence by such party.

      
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      (h)          The Certificate Administrator
          shall, for federal income tax purposes, maintain or cause to be maintained books and records with respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.

      (i)          Following the Startup Day,
          neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any Trust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking
          to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause an Adverse REMIC Event to occur.

      (j)          Neither the Certificate
          Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will receive a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other than
          “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments” as defined in Section 860G(a)(5) of the Code.

      (k)          Solely for the purposes of
          Treasury Regulations Section 1.860G‐1(a)(4)(iii), the “latest possible maturity date” by which the Certificate Balance or Notional Amount of each Class of Regular Certificates and the Class [LOAN-SPECIFIC] Certificates representing a “regular
          interest” in the Upper‐Tier REMIC or the [LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC and by which the Lower‐Tier Principal Amount of each Class of Lower-Tier Regular Interests representing a “regular interest” in the Lower‐Tier REMIC
          would be reduced to zero is the date that is the Rated Final Distribution Date.

      (l)          None of the Trustee, the
          Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell, dispose of or substitute for any of the Mortgage Loans or the Trust Subordinate Companion Loan (except in connection with (i) the default, imminent
          default or foreclosure of a Mortgage Loan or Trust Subordinate Companion Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by foreclosure or deed in lieu of foreclosure, (ii) the bankruptcy of the Trust,
          (iii) the termination of the Trust pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans or the Trust Subordinate Companion Loan pursuant to Article II or Article III of this Agreement) or acquire
          any assets for the Trust or any Trust REMIC or sell or dispose of any investments in the Collection Account or the REO Account for gain unless it has received an Opinion of Counsel that such sale, disposition or substitution will not (a) affect
          adversely the status of any Trust REMIC as a REMIC or (b) unless the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, has determined in its sole discretion to indemnify the Trust against such
          tax, cause the Trust or any Trust REMIC to be subject to a tax on “prohibited transactions” pursuant to the REMIC Provisions.

      (m)          The Certificate
          Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or
          successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225 of the Code (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on
          any Holder of Class R Certificate,

      
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      past or present.  Each Holder of Class R Certificate agrees, by acquiring such Certificate, to any such elections.

      Section 10.02          Use of Agents. 






          (a) The Trustee shall execute all of its obligations and duties under this Article X through its Corporate Trust Office.  The Trustee may execute any of its obligations and duties under this Article X either directly or by or
          through agents or attorneys.  The Trustee shall not be relieved of any of its duties or obligations under this Article X by virtue of the appointment of any such agents or attorneys.

      (b)          The Certificate Administrator
          may execute any of its obligations and duties under this Article X either directly or by or through agents or attorneys.  The Certificate Administrator shall not be relieved of any of its duties or obligations under this Article X
          by virtue of the appointment of any such agents or attorneys.

      Section 10.03          Depositor, Master
            Servicer and Special Servicer to Cooperate with Certificate Administrator.  (a) The Depositor shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request from the
          Certificate Administrator, all information or data that the Certificate Administrator reasonably determines to be relevant for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price,
          yield, Prepayment Assumptions and projected cash flow of the Certificates.

      (b)          The Master Servicer and the
          Special Servicer shall each furnish such reports, certifications and information, and upon reasonable notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates or the Trust and
          as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties hereunder.

      Section 10.04          Appointment of
            REMIC Administrators.  (a) The Certificate Administrator may appoint at the Certificate Administrator’s expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate Administrator in performing the
          functions set forth in Section 10.01 herein.  The Certificate Administrator shall cause any such REMIC Administrator to execute and deliver to the Certificate Administrator an instrument in which REMIC Administrator shall agree to act in
          such capacity, with the obligations and responsibilities herein.  The appointment of a REMIC Administrator shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain
          responsible and liable for all acts and omissions of the REMIC Administrator.  Each REMIC Administrator must be acceptable to the Certificate Administrator and must be organized and doing business under the laws of the United States of America or
          of any State and be subject to supervision or examination by federal or state authorities.  In the absence of any other Person appointed in accordance herewith acting as REMIC Administrator, the Certificate Administrator hereby agrees to act in
          such capacity in accordance with the terms hereof.  If [CERTIFICATE ADMINISTRATOR] is removed as Certificate Administrator, then [CERTIFICATE ADMINISTRATOR] shall be terminated as REMIC Administrator.

      (b)          Any Person into which any
          REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting from any merger,

      
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      conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the corporate agency business of any REMIC
        Administrator, shall continue to be the REMIC Administrator without the execution or filing of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.

      (c)          Any REMIC Administrator may at
          any time resign by giving at least thirty (30) days’ advance written notice of resignation to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.  The Certificate
          Administrator may at any time terminate the agency of any REMIC Administrator by giving written notice of termination to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor.  Upon receiving a notice of
          resignation or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions of this Section 10.04, the Certificate Administrator may appoint a successor REMIC
          Administrator, in which case the Certificate Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor and shall mail notice of such appointment to all Certificateholders; provided,
          however, that no successor REMIC Administrator shall be appointed unless eligible under the provisions of this Section 10.04.  Any successor REMIC Administrator upon acceptance of its appointment hereunder shall become vested with
          all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as REMIC Administrator.  No REMIC Administrator shall have responsibility or liability for any action taken by it as such at
          the direction of the Certificate Administrator.

      [End of Article X]

      ARTICLE XI

          

          EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

      Section 11.01          Intent of the
            Parties; Reasonableness.  The parties hereto acknowledge and agree that the purpose of Article XI of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes a
          Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission.  The Depositor shall not exercise its rights to request delivery of information or other performance under these provisions
          other than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes‐Oxley Act and, in each case, the rules and regulations of the Commission thereunder.  The parties hereto
          acknowledge that interpretations of the requirements of Regulation AB may change over time, due to interpretive guidance provided by the Commission or its staff, and agree to comply with requests made by the Depositor (and any Other Depositor or
          Other Trustee of any Other Securitization that includes a Serviced Companion Loan) in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB (to the extent such interpretations
          require compliance and are not “grandfathered”).  In connection with the [TRUST] [TRANSACTION DESIGNATION], Commercial Mortgage Pass‐Through Certificates, [SERIES DESIGNATION], and any Other Securitizations subject to Regulation AB that includes
          a Serviced Companion Loan, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian and the

      
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      Certificate Administrator shall cooperate fully with the Depositor and the Certificate Administrator, and any Other Depositor, Other Trustee and Other
        Certificate Administrator of any Other Securitization that includes a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and any such Other Depositor, Other Trustee or Other
        Certificate Administrator, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information (in its possession or reasonably attainable) necessary in the reasonable good
        faith determination of the Depositor or such Other Depositor, as applicable, to permit the Depositor or such Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master
        Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate Administrator, as applicable, and any Sub‐Servicer, or the servicing of the Mortgage Loans (and the Trust
        Subordinate Companion Loan, if applicable), reasonably believed by the Depositor or the related Other Depositor to be necessary in order to effect such compliance.  Each party to this Agreement shall have a reasonable period of time to comply with
        any written request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing
        requirements.  For purposes of this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action
        against such third party in connection with such obligation.

      Section 11.02          Succession;
            Subcontractors.  (a) As a condition to the succession to the Master Servicer and Special Servicer or to any Sub‐Servicer (but only if such Sub‐Servicer is a Servicing Function Participant and a servicer as contemplated by Item 1108(a)(2))
          as servicer or sub‐servicer under this Agreement by any Person (i) into which the Master Servicer and Special Servicer or such Sub‐Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer and
          Special Servicer or to any such Sub‐Servicer, the person removing and replacing the Master Servicer and Special Servicer shall provide to the Depositor and the Certificate Administrator, at least fifteen (15) calendar days prior to the effective
          date of such succession or appointment (or such shorter period as is agreed to by the Depositor), (x) written notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the
          Depositor, all information relating to such successor reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8‐K pursuant to the Exchange Act (if such reports under the Exchange Act are
          required to be filed under the Exchange Act); provided, however that if disclosing such information prior to such effective date would violate any applicable law or confidentiality agreement, the Master Servicer, the Special
          Servicer or any Additional Servicer, as the case may be, shall submit such disclosure to the Depositor no later than the first Business Day after the effective date of such succession or appointment.

      (b)          Each of the Master Servicer,
          the Special Servicer, the Sub‐Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer and the Certificate Administrator (each of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset
          Representations Reviewer and the Certificate Administrator and each Sub‐Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder.  If
          such Subcontractor will be a

      
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      Servicing Function Participant, such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and any Other Trustee,
        Other Certificate Administrator and Other Depositor related to any Other Securitization that includes a related Serviced Companion Loan) a written description (in form and substance satisfactory to the Depositor, such Mortgage Loan Seller or such
        Other Trustee, Other Certificate Administrator or Other Depositor, as applicable) of the role and function of each Subcontractor utilized by such Servicer, specifying (i) the identity of such Subcontractor and (ii) the elements of the Servicing
        Criteria that will be addressed in assessments of compliance provided by each such Subcontractor.  As a condition to the utilization by such Servicer of any Subcontractor determined to be a Servicing Function Participant, such Servicer shall
        (i) with respect to any such Subcontractor engaged by such Servicer that is an Initial Sub‐Servicer, use commercially reasonable efforts to cause, and (ii) with respect to any other subcontractor with which it has entered into a servicing
        relationship, cause such Subcontractor used by such Servicer for the benefit of the Depositor and the Trustee (and any Other Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization that includes a related
        Serviced Companion Loan) to comply with the provisions of Section 11.10 and Section 11.11 of this Agreement to the same extent as if such Subcontractor were such Servicer.  With respect to any Servicing Function Participant engaged
        by such Servicer that is an Initial Sub‐Servicer, such Servicer shall be responsible for using commercially reasonable efforts to obtain, and with respect to each other Servicing Function Participant engaged by such Servicer, such Servicer shall
        obtain from each such Servicing Function Participant and deliver to the applicable Persons any assessment of compliance report and related accountant’s attestation required to be delivered by such Subcontractor under Section 11.10 and Section 11.11,
        in each case, as and when required to be delivered.  For the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor to perform any of its obligations hereunder.

      (c)          Notwithstanding the foregoing,
          if a Servicer engages a Subcontractor, other than an Initial Sub‐Servicer in connection with the performance of any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer”
          within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB.  If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor
          is a “servicer” within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a Sub‐Servicer for purposes of this Agreement, the
          engagement of such Sub‐Servicer shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator of any such Sub‐Servicer and Sub-Servicing Agreement.  Other than with respect to the Initial Sub‐Servicer,
          no Sub-Servicing Agreement shall be effective until fifteen (15) days after such written notice is received by the Depositor and the Certificate Administrator (or such shorter period as is agreed to by the Depositor).  Such notice shall contain
          all information reasonably necessary to enable the Certificate Administrator to accurately and timely report the event under Item 6.02 of Form 8‐K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under
          the Exchange Act).

      (d)          In connection with the
          succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to the Depositor,

      
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      the Certificate Administrator and the 17g‐5 Information Provider, which shall promptly post such notice to the 17g‐5 Information Provider’s Website pursuant
        to Section 3.13(c), in each case at least thirty (30) calendar days prior to the effective date of such succession or appointment (or if such prior notice is violative of applicable law or any applicable confidentiality agreement, no later
        than one (1) Business Day after such effective date of succession) and shall furnish to the Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory to the Depositor and the Certificate
        Administrator, all information reasonably necessary for the Certificate Administrator to accurately and timely report, pursuant to Section 11.07, the event under Item 6.02 of Form 8‐K pursuant to the Exchange Act (if such reports under the
        Exchange Act are required to be filed under the Exchange Act).

      (e)          Notwithstanding anything to
          the contrary contained in this Article XI, in connection with any Sub‐Servicer and/or any Mortgage Loan (and/or Trust Subordinate Companion Loan, if applicable) that is the subject of an Initial Sub‐Servicing Agreement, with respect to
          all matters related to Regulation AB, the Master Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such Sub‐Servicer to comply with its obligations under such Initial Sub‐Servicing Agreement.

      (f)          Any information furnished
          pursuant to this Section 11.02 shall also be provided, and subject to the reimbursement of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to the extent the
          information relates to a party that services, specially services or is trustee for a Serviced Companion Loan) in the same time frame as set forth in this Section 11.02.

      Section 11.03          Filing
            Obligations.  (a) The Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection with the
          satisfaction of the Trust’s reporting requirements under the Exchange Act.  Pursuant to Sections 11.04, 11.05, 11.06 and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the
          Depositor any Forms 8‐K, 10‐D, ABS‐EE and 10‐K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”)






          system) such Forms executed by the Depositor.

      Each party hereto shall be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of any
        “sponsor,” credit enhancer, derivative provider or “significant obligor” as of the Closing Date other than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate agreement.

      (b)          In the event that the
          Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form 8‐K, 10‐D, ABS‐EE or 10‐K required to be filed by this Agreement because required disclosure information was either not delivered to it
          or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator will promptly notify the Depositor.  In the case of Forms 10‐D, ABS‐EE and 10‐K, the Depositor, the Master Servicer, the Certificate
          Administrator, the Operating Advisor and the Trustee will thereupon cooperate to prepare and file a Form 12b‐25 and a Form 10‐D/A, Form ABS‐EE/A or Form 10‐K/A, as applicable, pursuant to Rule 12b‐25 of the Exchange Act.

      
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      In the case of Form 8‐K, the Certificate Administrator will, upon receipt of all required Form 8‐K Disclosure Information and upon the approval and direction
        of the Depositor, include such disclosure information on the next succeeding Form 10‐D to be filed for the Trust.  In the event that any previously filed Form 8‐K, Form 10‐D, Form ABS‐EE or Form 10‐K needs to be amended, the Certificate
        Administrator will notify the Depositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator to prepare any necessary Form 8‐K/A, Form 10‐D/A, Form ABS-EE/A or Form 10‐K/A.  Any Form 15,
        Form 12b‐25 or any amendment to Form 8‐K, Form 10‐D, Form ABS‐EE or Form 10‐K shall be signed by an officer of the Depositor.  The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this
        Section 11.03 related to the timely preparation and filing of Form 15, a Form 12b‐25 or any amendment to Form 8‐K, Form 10‐D, Form ABS‐EE or Form 10‐K is contingent upon the parties observing all applicable deadlines in the performance of their
        duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11 and Section 11.15(g) of this Agreement.  The Certificate Administrator shall have no
        liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such Form 15, Form 12b‐25 or any amendments to Form 8‐K, Form 10‐D, Form ABS‐EE or
        Form 10‐K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b‐25 or
        any amendments to Form 8‐K, Form 10‐D, Form ABS‐EE or Form 10‐K, not resulting from its own negligence, bad faith or willful misconduct.

      Section 11.04          Form 10‐D and
            Form ABS‐EE Filings.  (a) Within fifteen (15) days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10‐D required by
          the Exchange Act, in form and substance as required by the Exchange Act.  The Certificate Administrator shall file each Form 10‐D with a copy of the related Distribution Date Statement attached thereto.  Any disclosure in addition to the
          Distribution Date Statement that is required to be included on Form 10‐D (“Additional Form 10‐D Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and the
          Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10‐D Disclosure, absent such reporting, direction and
          approval.

      For so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto, within
        five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any
        Servicing Function Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR‐Compatible Format, or in such other format as otherwise
        agreed upon by the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10‐D Disclosure, if applicable; provided that information relating to any REO Account to be reported under
        “Item 8:  Other Information” on Exhibit BB shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date on Exhibit MM; (ii) the parties listed on Exhibit BB
        hereto shall include with

      
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      such Additional Form 10‐D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE (except with respect to the
        reporting of REO Account balances which shall be delivered in the form of Exhibit MM hereto) and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10‐D
        Disclosure on Form 10‐D.  Information delivered to the Certificate Administrator hereunder should be delivered by email to [EMAIL ADDRESS] or by facsimile to (410) 715‐2380, Attn:  CTS SEC Notifications.  Neither the Trustee nor the Certificate
        Administrator shall have any duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such parties any Additional
        Form 10‐D Disclosure information.  The Depositor shall be responsible for any reasonable expenses incurred by the Trustee or Certificate Administrator in connection with including any Additional Form 10‐D Disclosure on Form 10‐D pursuant to this
        paragraph.

      The Certificate Administrator shall include in any Form 10‐D filed by it (i) the information required by Rule 15Ga‐1(a) of the Exchange Act
        concerning all assets held by the Trust that were subject of a demand for the repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference to the most
        recent Form ABS‐15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s assigned “Central Index Key” for each such filer, (iii) to the extent such information is provided to the Certificate Administrator by the Master
        Servicer in the form of Exhibit MM hereto for inclusion therein within the time period described in this Section 11.04, the balances of the REO Account (to the extent the related information has been received from the Special
        Servicer within the time period specified in Section 11.04 hereof) and the Collection Account as of the related Distribution Date and as of the immediately preceding Distribution Date and (iv) the balances of the Distribution Accounts, the
        Gain-on-Sale Reserve Account and the Interest Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date.  The Depositor and the Mortgage Loan Sellers, in accordance with Section 6(b) of
        the applicable Mortgage Loan Purchase Agreements, shall deliver such information as described in clause (i) and clause (ii) of this paragraph.

      Form 10‐D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by
        Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90)
        days.”   The Depositor shall notify the Certificate Administrator in writing, no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10‐D if the answer to the questions should be “no.” 
        The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such report.

      With respect to any Mortgage Loan (and the related Trust Subordinate Companion Loan, if applicable) that permits Additional Debt or
        mezzanine debt in the future, the Certificate Administrator shall include as part of any applicable Form 10‐D filed by it, to the extent such information is received by the Certificate Administrator from the Master Servicer or the Special Servicer,
        as applicable, substantially in the form of Exhibit KK, (A) the amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total debt service coverage ratio calculated
        on the basis of the

      
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      Mortgage Loan (and the related Trust Subordinate Companion Loan, if applicable) and such Additional Debt or mezzanine debt, as applicable, and (C) the
        aggregate LTV Ratio calculated on the basis of the Mortgage Loan (and the related Trust Subordinate Companion Loan, if applicable) and such Additional Debt or mezzanine debt, as applicable.

      Upon receipt of an Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
        the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10‐D for such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate
        Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations Reviewer.

      To the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate with other
        Certificateholders or Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include under Item 1B on the Form 10‐D relating to the reporting period in which such request was received a Special Notice regarding the
        request to communicate, and such Special Notice is required to include the following and no more than the following:  (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request was received, (c) a
        statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the
        possible exercise of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.

      (b)          After preparing the Form 10‐D
          and Form ABS‐EE, the Certificate Administrator shall forward electronically copies of the Form 10‐D and Form ABS‐EE to the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the 10th calendar day
          after the related Distribution Date is not a Business Day, the immediately preceding Business Day.  Within two (2) Business Days after receipt of such copies, but no later than the two (2) Business Days prior to the 15th calendar day after the
          Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10‐D and Form ABS‐EE, respectively, and, a duly authorized officer of the
          Depositor shall sign the Form 10‐D and Form ABS‐EE and return an electronic or fax copy of such signed Form 10-D and Form ABS‐EE (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator.  Alternatively,
          if the Certificate Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator manually signed copies of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S‐K under the
          Securities Act, and certified copies of a resolution of the Depositor’s board of directors authorizing such power of attorney, each to be filed with each Form 10‐D and each Form ABS‐EE, as applicable, in which case the Certificate Administrator
          shall sign such Forms 10‐D and Forms ABS‐EE, as applicable, as attorney in fact for the Depositor.  As provided in Section 11.04(c), the Certificate Administrator shall file such Form ABS‐EE, upon receipt of the Depositor’s signature
          thereof, prior to the filing of the related Form 10‐D. If a Form 10‐D or Form ABS‐EE cannot be filed on time or if a previously filed Form 10‐D or Form

      
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      ABS EE needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b).  Promptly after filing with the
        Commission, the Certificate Administrator will make available on its Internet website a final executed copy of each Form 10‐D filed by the Certificate Administrator.  The signing party at the Depositor can be contacted at [NOTICE ADDRESS].  The
        parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.04(b) and Section 11.04(c) related to the timely preparation and filing of Form 10‐D and Form ABS‐EE, as
        applicable, is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Section 11.04(b) and Section 11.04(c).  Neither the Trustee nor the Certificate Administrator shall have
        any liability for any loss, expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10‐D or such Form ABS‐EE, respectively, where such failure results from the
        Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any party to this Agreement needed to prepare, arrange for execution or file such Form 10‐D or such Form ABS‐EE, respectively, not resulting from
        its own negligence, bad faith or willful misconduct.

      (c)          Prior to the filing of each
          Form 10‐D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate Administrator shall prepare and file on behalf of the Trust any Form ABS‐EE in form and substance as required by the Exchange Act and the rules and
          regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS‐EE required to be filed with the Commission and incorporated by reference in either the Preliminary Prospectus or the final Prospectus. 
          The Certificate Administrator shall file each Form ABS‐EE with a copy of the related CREFC® Schedule AL File received by the Certificate Administrator pursuant to Section 3.12(d)
          as Exhibit 102 thereto.  To the extent the Certificate Administrator receives any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d), the Certificate Administrator shall file such Schedule AL
          Additional File as Exhibit 103 to such Form ABS‐EE. The Certificate Administrator shall not be required to combine multiple CREFC® Schedule AL Files or Schedule AL
          Additional Files.  The Certificate Administrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy of the information contained in any CREFC® Schedule AL File or Schedule AL Additional File. After preparing the Form ABS‐EE, the Certificate Administrator shall forward electronically a copy of such Form ABS EE (together with the related CREFC® Schedule AL File and any Schedule AL Additional File received by the Certificate Administrator) concurrently with the related Form 10‐D to the Depositor for review
          and approval.  Any questions are to be directed to [_______________] (or such other email address or phone number provided to the Certificate Administrator and Depositor by written notice from the Master Servicer).  The Master Servicer shall
          reasonably cooperate with the Depositor to answer any reasonable questions that the Depositor may pose to the Master Servicer regarding the data or information contained in any CREFC® Schedule AL File or Schedule AL Additional File (other than questions regarding data that is in the Initial Schedule AL File, Initial Schedule AL Additional File or the Annex A to the Prospectus) as of the time the Master
          Servicer delivered such CREFC® Schedule AL File or Schedule AL Additional File, as applicable, to the Certificate Administrator.  The Certificate Administrator, the
          Master Servicer and the Depositor, as applicable, shall each, to the extent related to such party’s obligations hereunder, reasonably cooperate to remedy any filing errors regarding any CREFC® Schedule AL File or any Schedule AL Additional File promptly.

      
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      Section 11.05          Form 10‐K Filings. 






          (a)  Within ninety (90) days after the end of each fiscal year of the Trust (it being understood that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required by the Exchange Act (the “10‐K Filing
            Deadline”), commencing in March[YEAR AFTER CLOSING DATE], the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10‐K, in form and substance as required by the Exchange Act.  Each such Form 10‐K shall include the
          following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement:

      
        

        

        
          (i) an annual compliance statement for the Master Servicer, the Special Servicer, the Trustee,
            the Certificate Administrator, the Custodian and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material instance of noncompliance and the nature and status thereof;

        

      

      
        

        

        
          (ii) (A) the annual reports on assessment of compliance with servicing criteria for the
            Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each other Servicing Function Participant utilized by the Master Servicer, the Special
            Servicer, the Certificate Administrator, the Operating Advisor, the Custodian or the Trustee, as described under Section 11.10; and

        

      

      
        

        

        
          (B) if any such report on assessment of compliance with servicing criteria described under Section 11.10
            identifies any material instance of noncompliance (including whether such instance of noncompliance involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy such instance of
            noncompliance), disclosure identifying such instance of noncompliance, or if such report on assessment of compliance with servicing criteria described under Section 11.10 is not included as an exhibit to such Form 10‐K, disclosure that
            such report is not included and an explanation why such report is not included;

        

      

      
        

        

        
          (iii) (A) the registered public accounting firm attestation report for the Trustee, the Master
            Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, each Additional Servicer and each Servicing Function Participant utilized by the Master Servicer, the Special Servicer, the Certificate
            Administrator, the Operating Advisor, the Custodian or the Trustee, as described under Section 11.11; and

        

      

      
        

        

        
          (B) if any registered public accounting firm attestation report described under Section 11.11
            identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10‐K, disclosure that such
            report is not included and an explanation why such report is not included; and

        

      

      
        

        

        
          (iv) a certification in the form attached hereto as Exhibit Y, with such changes as
            may be necessary or appropriate as a result of changes promulgated by the

        

      

      
        -409-

        
          


      

      Commission (the “Sarbanes‐Oxley Certification”), which shall, except as described below, be signed by the senior officer of the
        Depositor in charge of securitization.

      Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10‐K (“Additional Form 10‐K Disclosure”)
        shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC to the Depositor and the Certificate Administrator and approved by the Depositor and the Certificate Administrator will have no duty or liability
        for any failure hereunder to determine or prepare any Additional Form 10‐K Disclosure, absent such reporting, direction and approval.  Information delivered to the Certificate Administrator hereunder should be delivered by email to [___________] or
        by facsimile to [___________], Attn:  [___________].

      As set forth on Exhibit CC hereto, no later than March 1st of each year that the Trust is subject to the Exchange Act reporting
        requirements, commencing in 20[__], (i) the parties listed on Exhibit CC shall be required to provide to the Certificate Administrator and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case
        may be, has actual knowledge, in EDGAR‐Compatible Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10‐K Disclosure, if
        applicable, (ii) the parties listed on Exhibit CC hereto shall include with such Additional Form 10‐K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will approve,
        as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10‐K Disclosure on Form 10‐K.  Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce the
        performance by the parties listed on Exhibit CC of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10‐K Disclosure information.  The Depositor will be responsible for any reasonable
        expenses incurred by the Trustee and the Certificate Administrator in connection with including any Additional Form 10‐K Disclosure on Form 10‐K pursuant to this paragraph.

      Form 10‐K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by
        Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past ninety (90)
        days.”  The Depositor shall notify the Certificate Administrator in writing, no later than March 1st with respect to the filing of a report on Form 10‐K, if the answer to the questions should be “no.”  The Certificate Administrator shall be
        entitled to rely on such representations in preparing, executing and/or filing any such report.

      (b)          After preparing the Form 10‐K,
          the Certificate Administrator shall forward electronically a copy of the Form 10‐K to the Depositor for review no later than six (6) Business Days prior to the 10‐K Filing Deadline.  Within three (3) Business Days after receipt of such copy, but
          no later than March 25th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10‐K and the senior officer in charge of securitization for the
          Depositor shall sign the Form 10‐K and return an electronic or fax copy of such signed Form 10‐K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator at such time.  If

      
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      a Form 10‐K cannot be filed on time or if a previously filed Form 10‐K needs to be amended, the Certificate Administrator shall follow the procedures set
        forth in Section 11.03(b).  Promptly after filing with the Commission, the Certificate Administrator shall make available on its Internet website a final executed copy of each Form 10‐K filed by the Certificate Administrator.  The signing
        party at the Depositor can be contacted at [NOTICE ADDRESS].  The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.05 related to the timely preparation and
        filing of Form 10‐K is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines in the performance of
        their duties under this Section 11.05.  Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for
        execution and/or timely file such Form 10‐K, where such failure results from the Certificate Administrator’s failure to receive, on a timely basis, any information from the parties to this Agreement (or any Sub‐Servicer or Servicing Function
        Participant engaged by any such parties) needed to prepare, arrange for execution or file such Form 10‐K, not resulting from its own negligence, bad faith or willful misconduct.

      (c)          Upon written request from any
          Mortgage Loan Seller, the Master Servicer or the Special Servicer, the Certificate Administrator shall confirm to such Mortgage Loan Seller, Master Servicer or Special Servicer whether it has received notice that any party to this Agreement has
          changed since the Closing Date and will provide to such Mortgage Loan Seller, the Master Servicer or the Special Servicer, if known to the Certificate Administrator, the identity of the new party.

      Section 11.06          Sarbanes‐Oxley
            Certification.  Each Form 10‐K shall include a Sarbanes‐Oxley Certification in the form attached as Exhibit Y required to be included therewith pursuant to the Sarbanes‐Oxley Act.  For so long as the Trust or the trust for any Other
          Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer (in
          the case of the Asset Representations Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer is required to conduct an Asset Review or prepare or deliver an Asset Review Report) shall provide: (i) with
          respect to each Initial Sub‐Servicer engaged by the Master Servicer or the Special Servicer, as applicable, that is a Servicing Function Participant use commercially reasonable efforts to cause such Initial Sub‐Servicer to provide, and (ii) with
          respect to each other Servicing Function Participant with which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with respect
          to the Mortgage Loans (and the Trust Subordinate Companion Loan, if applicable), shall cause such Servicing Function Participant to provide, to each Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization that
          includes a Serviced Companion Loan (individually and collectively, the “Certifying Person”), on or before March 1st of each year commencing in March 20[__], a certification substantially in the form attached hereto as Exhibits Z‐1,
          Z‐2, Z‐3, Z‐4, Z‐5, Z‐6 or Z‐7 (each, a “Performance Certification”), as applicable, on which the Certifying Person, each entity for which such Certifying Person acts as an officer (if the
          Certifying Person is an individual), and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”)

      
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      can reasonably rely; except if a Servicing Function Participant (other than an Initial Sub-Servicer) with which the Master Servicer, the Special
        Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor has entered into a servicing relationship with respect to the Mortgage Loans fails to provide a Performance Certification, then the Performance
        Certification provided by the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor, as applicable, that engaged such Servicing Function Participant shall not exclude information
        that would have been provided by such Servicing Function Participant.  In addition, in the event that any Companion Loan (other than a Non‐Serviced Companion Loan) is deposited into or the Trust Subordinate Companion Loan is removed from this trust
        and deposited into a commercial mortgage securitization (including an “Other Securitization”) and the Reporting Servicer is provided with timely and complete contact information for the parties to such Other Securitizations, each Reporting
        Servicer, upon not less than thirty (30) days prior written request, shall provide to the Person who signs the Sarbanes‐Oxley Certification with respect to such Other Securitization either the Performance Certification or a separate certification
        in form and substance similar to applicable Performance Certification (which shall address the matters contained in the applicable Performance Certification, but solely with respect to the related Companion Loan) on which such Person, the entity
        for which the Person acts as an officer (if the Person is an individual), and such entity’s officers, directors and Affiliates can reasonably rely.  With respect to any Non‐Serviced Companion Loan, the Certificate Administrator will use its
        reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable Non‐Serviced Master Servicer, Non‐Serviced Special Servicer and Non‐Serviced Trustee in form and substance similar to a Performance Certification.  The senior officer
        in charge of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust.  In addition, each Reporting Servicer shall execute a reasonable reliance certificate (which may be included as part of such other
        certifications being delivered by such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 11.09, if applicable, (ii) annual report on assessment of
        compliance with servicing criteria provided pursuant to Section 11.10 and (iii) accountant’s report provided pursuant to Section 11.11, and shall include a certification that each such annual compliance statement or report discloses
        any deficiencies or defaults described to the registered public accountants of such Reporting Servicer to enable such accountants to render the certificates provided for in Section 11.11.  In the event any Reporting Servicer is terminated
        or resigns pursuant to the terms of this Agreement, or any applicable sub‐servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person pursuant to this Section 11.06
        with respect to the period of time it was subject to this Agreement or the applicable sub‐servicing or primary servicing agreement, as the case may be.  Each such Performance Certification shall be provided in EDGAR‐Compatible Format, or in such
        other format agreed upon by the Depositor, the Certificate Administrator and such providing parties.  Notwithstanding the foregoing, nothing in this Section 11.06 shall require any Reporting Servicer (i) to certify or verify the
        accurateness or completeness of any information provided to such Reporting Servicer by third parties (including a Significant Obligor, but other than an Additional Servicer or a Sub‐Servicer appointed pursuant to Section 3.20), (ii) to
        certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything

      
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      other than that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been left
        blank on their face.

      Notwithstanding anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust is not
        subject to the reporting requirements of the Exchange Act, none of the parties required to deliver any certification under this Section 11.06 shall be obligated to do so.

      Section 11.07          Form 8‐K Filings. 






          Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8‐K (each such event, a “Reportable Event”), and if requested by the Depositor and to the extent it receives the Form 8‐K Disclosure Information
          described below, the Certificate Administrator shall prepare and file on behalf of the Trust any Form 8‐K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8‐K in connection with the issuance of the
          Certificates.  Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8‐K (“Form 8‐K Disclosure Information”) shall, pursuant to the following paragraph be reported by the parties
          set forth on Exhibit DD to the Depositor and the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8‐K
          Disclosure Information or any Form 8‐K, absent such reporting, direction and approval.

      As set forth on Exhibit DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no later than
        close of business, New York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the parties set forth on Exhibit DD hereto shall be required to provide to the Depositor and the Certificate Administrator, to the
        extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR‐Compatible Format or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties any
        Form 8‐K Disclosure Information, if applicable, (ii) the parties listed on Exhibit DD hereto shall include with such Form 8‐K Disclosure Information, an Additional Disclosure Notification in the form attached hereto as Exhibit EE
        and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8‐K Disclosure Information on Form 8‐K.  Neither the Trustee nor the Certificate Administrator has any duty under this
        Agreement to monitor or enforce the performance by the parties listed on Exhibit DD of their duties under this paragraph or proactively solicit or procure from such parties any Form 8‐K Disclosure Information.  The Depositor will be
        responsible for any reasonable expenses incurred by the Trustee and the Certificate Administrator in connection with including any Form 8‐K Disclosure Information on Form 8‐K pursuant to this paragraph.  Information delivered to the Certificate
        Administrator hereunder should be delivered by email to [EMAIL ADDRESS] or by facsimile to (410) 715‐2380, Attn:  CTS SEC Notifications.

      After preparing the Form 8‐K, the Certificate Administrator shall forward electronically a copy of the Form 8‐K to the Depositor for review
        no later than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier than 24 hours after having received the Form 8‐K Disclosure Information pursuant to the immediately preceding paragraph.  Promptly,
        but no later than the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify the Certificate Administrator in writing

      
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      (which may be furnished electronically) of any changes to or approval of such Form 8‐K.  No later than noon, New York City time, on the 4th Business Day after
        the Reportable Event, a duly authorized officer of the Depositor shall sign the Form 8‐K and return an electronic or fax copy of such signed Form 8‐K (with an original executed hard copy to follow by overnight mail) to the Certificate
        Administrator.  If a Form 8‐K cannot be filed on time or if a previously filed Form 8‐K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b).  Promptly after filing with the Commission,
        the Certificate Administrator will, make available on its Internet website a final executed copy of each Form 8‐K filed by the Certificate Administrator.  The signing party at the Depositor can be contacted at [NOTICE ADDRESS].  The parties to this
        Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely preparation and filing of Form 8‐K is contingent upon such parties observing all applicable deadlines
        in the performance of their duties under this Section 11.07.  Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly
        prepare, arrange for execution and/or timely file such Form 8‐K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from the parties to this Agreement needed to
        prepare, arrange for execution or file such Form 8‐K, not resulting from its own negligence, bad faith or willful misconduct.

      The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer and
        the Special Servicer, as applicable, shall (i) with respect to each Initial Sub‐Servicer that is an Additional Servicer engaged by such Master Servicer or Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional
        Servicer to promptly notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to the Mortgage Loans (and the Trust Subordinate Companion Loan, if applicable) (other than a
        party to this Agreement) cause such Additional Servicer to promptly notify) the Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the 2nd Business Day after its occurrence, of any Reportable Event
        applicable to such party to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR‐Compatible Format.

      Notwithstanding anything to the contrary in this Section 11.07, with respect to each year in which the Trust is not subject to the
        reporting requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8‐K Disclosure Information.

      For so long as the Trust is subject to the reporting obligations of the Exchange Act, with respect to any Non‐Serviced Mortgage Loan
        serviced under the related Non‐Serviced Pooling Agreement, no resignation, removal or replacement of any party to such Non‐Serviced Pooling Agreement that would be required to be reported on a Form 8‐K relating to this Trust shall become effective
        with respect to this Trust until the Certificate Administrator has filed any required Form 8‐K pursuant to this Section 11.07.

      Section 11.08          Form 15 Filing. 






          On or prior to January 30th of the first year in which the Depositor shall provide notice to the Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator shall prepare

      
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      and file a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange Act (the “Form 15 Suspension
          Notification”) or any form necessary to be filed with the Commission to suspend such reporting obligations.  With respect to any reporting period occurring after the filing of such form, the obligations of the parties to this Agreement under
        Section 11.04, Section 11.05 and Section 11.07 shall be suspended and reports or certifications due under Section 11.09, 11.10 and 11.11 shall not be due until April 15th of each year.  The Certificate
        Administrator shall provide prompt notice to the Mortgage Loan Sellers and all other parties hereto that such form has been filed.  If, after the filing of a Form 15 Suspension Notification, the Depositor shall provide notice to the Certificate
        Administrator that it is required to resume its Exchange Act filings, the Certificate Administrator shall recommence preparing and filing reports on Forms 10‐K, 10‐D, ABS-EE and 8‐K as required pursuant to Section 11.04, Section 11.05
        and Section 11.07, and all parties’ obligations under this Article XI shall recommence.

      Section 11.09          Annual Compliance
            Statements.  The Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of a Mortgage Loan), the Custodian, the Trustee (provided, however, that the Trustee shall not
          be required to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable to it) and the Certificate Administrator (each, a “Certifying Servicer”) shall (and each such
          party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial Sub‐Servicer, use commercially reasonable efforts to cause such Additional Servicer to and (ii) with respect to each other Additional
          Servicer that is also a Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans (and the Trust Subordinate Companion Loan, if applicable), cause such Additional Servicer to deliver
          to), on or before March 1st of each year, commencing in March 20[__], furnish to the Trustee, the Certificate Administrator (which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website), the
          Depositor and the 17g‐5 Information Provider (who shall post to the 17g‐5 Information Provider’s Website), an Officer’s Certificate, in the form attached hereto as Exhibit HH (or such other form, similar in substance, as may be reasonably
          acceptable to the Depositor) stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement,
          or the applicable sub‐servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Certifying
          Servicer has fulfilled all its obligations under this Agreement, or the applicable sub‐servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such year or portion thereof, or,
          if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof.  Such Officer’s Certificate shall be provided in EDGAR‐Compatible Format, or
          in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties.  Each Certifying Servicer shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial
          Sub‐Servicer, cause (or, in the case of a sub-servicer that is also a Servicing Function Participant that a Mortgage Loan Seller requires the Master Servicer to retain, to use commercially reasonable efforts to cause) such Additional Servicer,
          and (ii) with respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to the

      
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      Mortgage Loans (and the Trust Subordinate Companion Loan, if applicable), cause such Additional Servicer to forward a copy of each such statement (or, in the
        case of the Certificate Administrator, make a copy of each such statement available on its Internet website) to the Directing Certificateholder and the 17g‐5 Information Provider.  With respect to any Non‐Serviced Companion Loan, the Certificate
        Administrator will use its reasonable efforts to procure such Officer’s Certificate from the applicable Non‐Serviced Master Servicer, Non‐Serviced Special Servicer and Non‐Serviced Trustee in form and substance similar to the form attached hereto
        as Exhibit HH.  Promptly after receipt of each such Officer’s Certificate, the Depositor may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying
        Servicer or any related Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage Loans (and the Trust Subordinate Companion Loan, if applicable) in the fulfillment of any of the
        Certifying Servicer’s or Additional Servicer’s obligations hereunder or under the applicable sub‐servicing or primary servicing agreement.  The obligations of the Certifying Servicer and each Additional Servicer under this Section 11.09
        apply to the Certifying Servicer and each Additional Servicer that serviced a Mortgage Loan or Trust Subordinate Companion Loan during the applicable period, whether or not such Certifying Servicer or Additional Servicer is acting as the Master
        Servicer, the Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the time such Officer’s Certificate is required to be delivered.  None of the Master Servicer, Special Servicer or Additional Servicer shall be
        required to cause the delivery of any such statement until April 15 in any given year so long as it has received written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report on
        Form 10‐K is not required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding calendar year.

      In the event the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant to
        the terms of this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with respect to an Initial Sub‐Servicer engaged by such party that is an Additional Servicer that resigns or is terminated
        under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable
        servicing agreement, cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee or the
        Certificate Administrator was subject to this Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.

      Section 11.10          Annual Reports on
            Assessment of Compliance with Servicing Criteria.  (a)  On or before March 1st of each year, commencing in March 20[__], the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing
          of the Mortgage Loans or the Trust Subordinate Companion Loan), the Trustee (provided, however, that the Trustee shall not be required to deliver an assessment of compliance with respect to any period during which there was no
          Relevant Servicing Criteria applicable to it), the Custodian, the Operating Advisor, the Certificate Administrator and each Additional Servicer, each at its own expense, shall furnish (and each such party shall (i)  with respect to each Initial
          Sub-Servicer engaged by such Master Servicer, Special Servicer, Trustee, Operating

      
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      Advisor, Custodian or Certificate Administrator that is a Servicing Function Participant, use commercially reasonable efforts to cause such Servicing Function
        Participant to furnish and (ii) with respect to each other Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans (and the Trust Subordinate Companion Loan, if applicable), cause
        such Servicing Function Participant to furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by the Certificate Administrator when made available on its Internet website) (and, with respect to
        the Special Servicer, also to the Operating Advisor), and the 17g‐5 Information Provider, a report substantially in the form of Exhibit II or such other form provided by such Reporting Servicer that complies in all material respects with
        the requirements of Item 1122 of Regulation AB, on an assessment of compliance with the Servicing Criteria applicable to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant
        Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing
        Criteria as of and for the period ending the end of the fiscal year covered by the Form 10‐K required to be filed pursuant to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing
        Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant
        Servicing Criteria as of and for such period.  With respect to any Non‐Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non‐Serviced Master Servicer, Non‐Serviced
        Special Servicer and Non‐Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II.  Such report shall be provided in EDGAR‐Compatible Format, or in such other format agreed upon by the Depositor, the
        Certificate Administrator and the Reporting Servicer.

      Each such report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address the
        Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered to the Depositor on the Closing Date.  Promptly after receipt of each such report, (i) the Depositor may review each such
        report and, if applicable, consult with each Reporting Servicer as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria applicable to it (and each Servicing Function Participant engaged or utilized by each
        Reporting Servicer, as applicable), and (ii) the Certificate Administrator shall confirm that the assessments taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit AA and notify the Depositor of
        any exceptions.  None of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or any Servicing Function Participant shall be required to cause the delivery of any such assessments until April 15th in any given year
        so long as it has received written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other
        Securitization for the preceding calendar year.

      Notwithstanding the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate
        Administrator and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect of their combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.

      
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      (b)          The Master Servicer, the
          Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator hereby acknowledge and agree that the Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such party and any
          Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate Administrator has entered into a servicing relationship.

      (c)          No later than
          ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special Servicer shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional
          Servicer engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer, and the Trustee, the Operating Advisor and the Certificate Administrator shall notify the Depositor
          and each Mortgage Loan Seller as to the name of each Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG, and each such notice (except to a Mortgage Loan Seller) shall specify what specific
          Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant.  When the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor
          submit their assessments pursuant to Section 11.10(a), the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, as applicable, shall also at such time include the assessment (and
          related attestation pursuant to Section 11.11) of each Servicing Function Participant engaged by it.

      In the event the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator
        is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall
        (i) with respect to an Initial Sub‐Servicer engaged by such Master Servicer or Special Servicer that is an Additional Servicer that resigns or is terminated under any applicable servicing agreement, use its reasonable efforts to cause such
        Additional Servicer and (ii) with respect to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10,
        coupled with an attestation as required in Section 11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator was subject to
        this Agreement or the period of time that the Additional Servicer was subject to such other servicing agreement.

      (d)          The Operating Advisor may at
          any time request from the Certificate Administrator confirmation of whether a Control Termination Event or Consultation Termination Event occurred during the previous calendar year, and upon such request the Certificate Administrator shall
          deliver such confirmation to the Operating Advisor within fifteen (15) days of such request.

      Section 11.11          Annual
            Independent Public Accountants’ Attestation Report.  On or before March 1st of each year, commencing in March 20[__], the Master Servicer, the Special Servicer, the Trustee, the Custodian, the Operating Advisor and the Certificate
          Administrator, each at its own expense, shall cause (and each such party shall (i) with respect to each Initial

      
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      Sub‐Servicer engaged by such Master Servicer, Special Servicer, Trustee, Operating Advisor or Certificate Administrator that is a Servicing Function
        Participant use commercially reasonable efforts to cause such Servicing Function Participant to cause and (ii) with respect to each other Servicing Function Participant with which it has entered into a servicing relationship with respect to the
        Mortgage Loans (and the Trust Subordinate Companion Loan, if applicable), cause such Servicing Function Participant to cause) a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer,
        the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor or the applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a
        report to the Trustee, the Certificate Administrator (who will promptly post such report on the Certificate Administrator’s Website pursuant to Section 3.13(b)), and the Depositor, the 17g‐5 Information Provider and, prior to the occurrence
        of a Consultation Termination Event, the Directing Certificateholder, and, promptly, but not earlier than the second Business Day following the delivery of such report to the 17g‐5 Information Provider, to the Rating Agencies, to the effect that
        (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes an assertion that such Reporting Servicer has complied with the Relevant Servicing Criteria applicable to it and (ii) on
        the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is issuing an opinion as to whether such Reporting Servicer’s assessment of compliance with the Relevant
        Servicing Criteria applicable to it was fairly stated in all material respects.  In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an
        opinion.  Each such related accountant’s attestation report shall be made in accordance with Rules 1‐02(a)(3) and 2‐02(g) of Regulation S‐X under the Securities Act and the Exchange Act.  Such report must be available for general use and not
        contain restricted use language.  With respect to any Non‐Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from the applicable Non‐Serviced Master Servicer, Non‐Serviced Special Servicer
        and Non‐Serviced Trustee.  Copies of such statement will be provided by the Certificate Administrator in accordance with Section 3.13(b).  Such report shall be provided in EDGAR‐Compatible Format, or in such other format agreed upon by the
        Depositor, the Certificate Administrator and the providing parties.

      Promptly after receipt of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
        Operating Advisor, the Custodian or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the
        Certificate Administrator as to the nature of any defaults by the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian, the Certificate Administrator or any Servicing Function Participant with which it has
        entered into a servicing relationship with respect to the Mortgage Loans (and the Trust Subordinate Companion Loan, if applicable), as the case may be, in the fulfillment of any of the Master Servicer’s, the Special Servicer’s, the Trustee’s, the
        Certificate Administrator’s, the Operating Advisor’s, the Custodian’s or the applicable Servicing Function Participants’ obligations hereunder or under the applicable sub servicing or primary servicing agreement, and (ii) the Certificate
        Administrator shall confirm that each accountants’ attestation report submitted pursuant to this Section 11.11 relates to an assessment of compliance meeting the requirements of Section 11.10 and notify the

      
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      Depositor of any exceptions.  None of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the
        Custodian nor any Additional Servicer shall be required to deliver, or shall be required to cause the delivery of such reports until April 15th in any given year so long as it has received written confirmation from the Depositor that a Form 10‐K is
        not required to be filed with respect to the Trust for the preceding fiscal year.

      Section 11.12          Indemnification. 






          Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor and the Asset Representations Reviewer shall indemnify and hold harmless each Certification Party from and against
          any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by such Certification Party arising out of (i) an actual breach by the Master Servicer, the
          Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate Administrator, as the case may be, of its obligations under this Article XI, (ii) negligence, bad faith or willful
          misconduct on the part of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the Certificate Administrator in the performance of such obligations, or (iii) delivery
          of any Deficient Exchange Act Deliverable.

      The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to
        any Initial Sub‐Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and
        (ii) with respect to each other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect to the Mortgage Loans (and the Trust Subordinate Companion Loan, if
        applicable), cause such party to, in each case, indemnify and hold harmless each Certification Party from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and any
        other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach of its obligations to provide any of the annual compliance statements or annual assessment of compliance with the servicing criteria or attestation
        reports pursuant to the applicable sub‐servicing or primary servicing agreement, (b) negligence, bad faith or willful misconduct on its part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined in Section 11.02(b))
        to identify a Servicing Function Participant pursuant to Section 11.02(b), or (d) delivery of any Deficient Exchange Act Deliverable.

      In addition, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian,
        the Certificate Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor and each Other
        Depositor as necessary for the Depositor or such Other Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance disclosed in any of the deliverables required by the
        applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).

      
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      In connection with comments provided to the Depositor or any Other Depositor from the Commission or its staff regarding information (x)
        delivered by the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable
        (“Affected Reporting Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting firm, attorney or other agent retained by such Affected Reporting Party to
        prepare such information, which information is contained in a report filed by the Depositor or any Other Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor’s or any Other Depositor’s filing of
        such report, the Depositor or any Other Depositor shall promptly provide to such Affected Reporting Party any such comments which relate to such Affected Reporting Party.  Such Affected Reporting Party shall be responsible for timely preparing a
        written response to the Commission or its staff for inclusion in the Depositor’s or any Other Depositor’s response to the Commission or its staff, unless such Affected Reporting Party elects, with the consent of the Depositor or any Other
        Depositor, as applicable (which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with the Commission or its staff and negotiate a response and/or resolution with the Commission or its staff; provided,
        however, that if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Master Servicer, the Master Servicer shall receive copies of all material communications pursuant to this Section 11.12. 






        If such election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution with the Commission or its staff in a timely manner; provided that (i) such Affected Reporting
        Party shall use reasonable efforts to keep the Depositor or any Other Depositor informed of its progress with the Commission or its staff and copy the Depositor or any Other Depositor on all correspondence with the Commission or its staff and
        provide the Depositor or any Other Depositor with the opportunity to participate (at the Depositor’s or any Other Depositor’s expense) in any telephone conferences and meetings with the Commission or its staff and (ii) the Depositor or any Other
        Depositor shall cooperate with any Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate directly with the Commission or its staff with respect to any comments from the
        Commission or its staff relating to such Affected Reporting Party and to notify the Commission or its staff of such authorization.  The Depositor (or any Other Depositor) and the Affected Reporting Party shall cooperate and coordinate with one
        another with respect to any requests made to the Commission or its staff for extension of time for submitting a response or compliance.  All respective reasonable out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor
        (including reasonable legal fees and expenses of outside counsel to the Depositor or any Other Depositor, as the case may be) in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s or any Other
        Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission or its staff related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the
        Depositor or any Other Depositor, as the case may be.  Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Custodian, the Certificate Administrator and the Trustee shall (i) with respect to any Initial Sub-Servicer engaged
        by it that is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer and each Servicing Function Participant with which, in

      
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      each case, it has entered into a servicing relationship with respect to the Mortgage Loans (and the Trust Subordinate Companion Loan, if applicable), cause
        such party to, comply with the foregoing by inclusion of similar provisions in the related sub-servicing or similar agreement.

      If the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master
        Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor (the “Performing Party”) shall contribute to the amount paid or payable to the Certification Party as a result of the losses,
        claims, damages or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the one hand and the Performing Party on the other in connection with a breach of the
        Performing Party’s obligations pursuant to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations under the applicable sub‐servicing or primary servicing agreement to provide any of the
        annual compliance statements or annual servicing criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct in connection therewith.  The Master Servicer, the Special Servicer, the
        Trustee, the Operating Advisor and the Certificate Administrator shall (i) with respect to any Initial Sub‐Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant or
        Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer or Servicing Function Participant, in each case, with which it has entered into a servicing relationship with
        respect to the Mortgage Loans (and the Trust Subordinate Companion Loan, if applicable) cause such party, in each case, to agree to the foregoing indemnification and contribution obligations.  This Section 11.12 shall survive the
        termination of this Agreement or the earlier resignation or removal of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Custodian or the Certificate Administrator.

      Section 11.13          Amendments. 
          This Article XI may be amended with the written consent of the parties hereto pursuant to Section 13.01 for purposes of complying with Regulation AB and/or to conform to standards developed within the commercial mortgage‐backed
          securities market and the Sarbanes‐Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation of the
          rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
          Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement; provided that the
          reports and certificates required to be prepared pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall not be eliminated without Rating Agency Confirmation with respect to the Certificates or, with respect to any
          Serviced Companion Loan Securities, without a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may
          be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).

      
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      Section 11.14          Regulation AB
            Notices.  Any notice, report or certificate required to be delivered by any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Custodian or the
          Trustee, as the case may be, to the Depositor pursuant to this Article XI may be delivered via email (and additionally delivered via phone or telecopy), notwithstanding the provisions of Section 13.05, to [REG AB NOTICE ADDRESS].

      Section 11.15          Certain Matters
            Relating to the Future Securitization of the Serviced Pari Passu Companion Loans.  (a) Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer
          shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced Pari Passu Companion Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage Loan
          Seller pursuant to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted transferee) selling any Serviced Pari Passu Companion Loan into a securitization that is required to comply with
          Regulation AB (a “Regulation AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation AB, provide to the Mortgage Loan Seller (or such permitted transferee) information about itself that such Mortgage
          Loan Seller reasonably requires to meet the requirements of Items 1117 and 1119 and paragraphs (b), (c)(3), (c)(4) and (c)(5) of Item 1108 of Regulation AB and shall reasonably cooperate with such Mortgage Loan Seller to provide such other
          information as may be reasonably necessary to comply with the requirements of Regulation AB.  Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer understands that such information may be included in
          the offering material related to a Regulation AB Companion Loan Securitization and agrees to negotiate in good faith an agreement (subject to the final sentence of this sub‐section) to indemnify and hold the related depositor and underwriters
          involved in the offering of the related Certificates harmless for any costs, liabilities, fees and expenses incurred by the depositor or such underwriters as a result of any material misstatements or omissions or alleged material misstatements or
          omissions in any such offering material to the extent that such material misstatement or omission was made in reliance upon any such information provided by the Trustee (where such information pertains to the Trustee individually and not to any
          specific aspect of the Trustee’s duties or obligations under this Agreement), the Certificate Administrator (where such information pertains to the Certificate Administrator individually and not to any specific aspect of the Certificate
          Administrator’s duties or obligations under this Agreement), the Master Servicer (where such information pertains to the Master Servicer individually and not to any specific aspect of the Master Servicer’s duties or obligations under this
          Agreement) and the Special Servicer (where such information pertains to the Special Servicer individually and not to any specific aspect of the Special Servicer’s duties or obligations under this Agreement), as applicable, to such depositor,
          underwriters or Mortgage Loan Seller (or permitted transferee) as required by this clause (a).  Notwithstanding the foregoing, to the extent that the information provided by the Trustee, the Certificate Administrator the Master Servicer
          or the Special Servicer, as applicable, for inclusion in the offering materials related to such Regulation AB Companion Loan Securitization is substantially and materially similar to the information provided by such party with respect to the
          offering materials related to this transaction, subject to any required changes due to any amendments to Regulation AB or any changes in the interpretation of Regulation AB, such party shall be deemed to be in compliance with this Section 11.15(a). 






          Any indemnification agreement executed by the Trustee, the Certificate

      
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      Administrator the Master Servicer or Special Servicer in connection with the Regulation AB Companion Loan Securitization shall be substantially similar to the
        related indemnification agreement executed in connection with this Agreement.  It shall be a condition precedent to any party’s obligations otherwise set forth above that the applicable Mortgage Loan Seller (or permitted transferee) shall have
        (a) provided reasonable advance notice (and, in any event, not less than ten (10) Business Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable agreement to cause to be paid, the reasonable out-of-pocket expenses
        (including reasonable fees and expenses of counsel) incurred by such party in reviewing and/or causing the delivery of any disclosure, opinion of counsel or indemnification agreement.

      (b)          Each of the Trustee, the
          Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a
          Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate
          with the depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan Securitization in preparing each Form 10‐D and Form 10‐K required to be filed by such Regulation AB Companion Loan
          Securitization (until January 30 of the first year in which the trustee or other applicable party for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) and shall provide to
          such depositor, trustee, certificate administrator or master servicer within the time period set forth in the Other Pooling and Servicing Agreement (so long as such time period is no earlier than the time periods set forth herein) for such
          Regulation AB Companion Loan Securitization such information relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee, certificate administrator and master servicer of the Regulation AB Companion
          Loan Securitization to comply with the reporting requirements of Regulation AB and the Exchange Act; provided, however, that any parties to any Regulation AB Companion Loan Securitization shall consult with the Trustee, the
          Certificate Administrator, the Master Servicer and the Special Servicer (and Master Servicer shall consult with any sub-servicer appointed with respect to the related Serviced Whole Loan), and the Trustee, the Certificate Administrator, such
          Master Servicer and the Special Servicer shall cooperate with such parties in respect of establishing the time periods for preparation of the Form 10‐D and Form ABS‐EE reports in the documentation for such Regulation AB Companion Loan
          Securitization.  Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with the timing, reporting and
          attestation requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(b)
          with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(b).

      (c)          Each of the Trustee, the
          Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a
          Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which request or notice may be given once at the closing of such

      
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      Regulation AB Companion Loan Securitization instead of each time a filing is required), provide the trustee or certificate administrator, as applicable, under
        a Regulation AB Companion Loan Securitization (until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion Loan Securitization files a Form 15 Suspension Notification with
        respect to the related trust) information with respect to any event that is required to be disclosed under Form 8‐K with respect to a Serviced Securitized Companion Loan within two (2) Business Days after the occurrence of such event of which it
        has knowledge.  Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation
        requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(c) with respect to
        such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(c).

      (d)          On or before March 1st of each
          year (or March 14 if a leap year) during which a Regulation AB Companion Loan Securitization is required to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is not required to
          file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of the Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer
          shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which request or
          notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), provide, with respect to itself, to the trustee or certificate administrator, as applicable, under such
          Regulation AB Companion Loan Securitization, to the extent required pursuant to Item 1122 of Regulation AB, (i) a report on an assessment of compliance with the servicing criteria to the extent required pursuant to Item 1122(a) of Regulation AB,
          (ii) a registered accounting firm’s attestation report on such Person’s assessment of compliance with the applicable servicing criteria to the extent required pursuant to Item 1122(b) of Regulation AB and (iii) such other information as may be
          required pursuant to Item 1122(c) of Regulation AB.  Notwithstanding the foregoing, to the extent the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation
          requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(d) with respect to
          such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(d).

      (e)          On or before March 1st of each
          year during which a Regulation AB Companion Loan Securitization is required to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization is not required to file an annual report on
          Form 10-K because a Form 15 Suspension Notification with respect to the related trust was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special
          Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item

      
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      1123 of Regulation AB, deliver, with respect to itself, to the trustee or certificate administrator under the such Regulation AB Companion Loan
        Securitization, upon request or notice from such trustee (which request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), under such Regulation AB Companion
        Loan Securitization a servicer compliance statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation AB.  Notwithstanding the foregoing, to the extent the Trustee, the Certificate
        Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other than this Section 11.15)
        with respect to the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(e) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the
        provisions of this Section 11.15(e).

      (f)          Each of the Trustee, the
          Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to each such
          parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor, sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization
          harmless for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate administrator or master servicer as a result of any failure by the Servicing Function Participant to comply
          with the reporting requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.

      Any subservicing agreement related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer to
        provide to the Master Servicer or Special Servicer, as applicable, information, reports, statements and certificates with respect to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements or
        certificates required to be provided by the Master Servicer or Special Servicer pursuant to this Section 11.15, even if such Sub-Servicer is not otherwise required to provide such information, reports or certificates to any Person in order
        to comply with Regulation AB.  Such information, reports or certificates shall be provided to the Master Servicer or Special Servicer, as applicable, no later than two (2) Business Days prior to the date on which the Master Servicer or Special
        Servicer, as applicable, is required to deliver its comparable information, reports, statements or certificates pursuant to this Section 11.15.

      (g)          With respect to any Mortgaged
          Property that secures a Serviced Companion Loan that the applicable Other Depositor has notified the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (together with notification of the
          Relevant Distribution Date) with respect to an Other Securitization that includes such Serviced Companion Loan, to the extent that the Master Servicer is in receipt of the updated financial statements of such “significant obligor” for any
          calendar quarter (other than the fourth calendar quarter of any calendar year) from the Mortgagor, beginning with the first calendar quarter following receipt of such notice from the Other Depositor, or the updated financial statements of such
          “significant obligor” for any calendar year from the related Mortgagor, beginning for the calendar year following such notice from the Other Depositor, as

      
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      applicable, the Master Servicer shall deliver to the Other Depositor, on or prior to the day that occurs two (2) Business Days prior to the related
        Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business Days prior
        to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant obligor,”
        together with the net operating income of such “significant obligor” for the applicable period as calculated by the Master Servicer in accordance with CREFC®
        guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Day prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related Significant
        Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant obligor,” together with the net operating income of such “significant obligor” for the applicable period as reported by the related Mortgagor in such
        financial statements.

      If the Master Servicer does not receive financial information satisfactory to comply with Item 6 of Form 10‐D or Item 1112(b)(1) of Form
        10‐K, as the case may be, of such “significant obligor” within ten (10) Business Days after the date such financial information is required to be delivered under the related Mortgage Loan documents, the Master Servicer shall notify the Other
        Depositor with respect to such Other Securitization that includes the related Companion Loan (and shall cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer to notify such Other Depositor) that it has not received such
        financial information.  The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic
        financial statements of the related Mortgagor under the related Mortgage Loan documents.

      The Master Servicer shall (and shall cause any related Sub-Servicing Agreement entered into after receipt of written notice from the Other
        Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor related to
        any such “significant obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date
        in which a Form 10-D or Form 10-K, as applicable, is required to be filed by the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the certificate administrator and Other Depositor
        related to such Other Securitization.  This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.

      Section 11.16          Certain Matters
            Regarding Significant Obligors.   (a)  For purposes of this Agreement, the Mortgagors under Mortgage Loan No. [_] identified as [__________] on the Mortgage Loan Schedule is a significant obligor (“Significant Obligor”) and,
          accordingly, Item 6 of Form 10‐D and Item 1112(b) of Form 10‐K, provide for the inclusion of updated net operating income of the related Mortgagor as required by Item 1112(b) of Regulation AB, on each Form 10‐D to be filed by the Trust with
          respect to a Distribution Date immediately following the date in which each financial statement of the Significant Obligor is required to be

      
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      delivered to the lender under the related Mortgage Loan documents (which, for the avoidance of doubt, is [forty-five (45)] days following the end of the
        first, second and third calendar quarter, and [seventy-five (75)] days following the end of each fiscal year, as set forth in the related loan agreement), or on each Form 10‐K filed by the Trust, as applicable.  With respect to the Significant
        Obligor, after receipt of the updated net operating income information, the Master Servicer shall update the following columns of the CREFC® Loan Periodic Update File
        for (i) the next applicable Distribution Date if the Master Servicer receives such updated net operating income information at least [ten (10)] Business Days prior to the Determination Date related to such Distribution Date or (ii) the second
        succeeding Distribution Date if the Master Servicer does not receive such updated net operating income information at least [ten (10)] Business Days prior to the Determination Date related to such Distribution Date:  [BB, BP, BT and BU
        (corresponding fields 54, 68, 72 and 73)].  The Master Servicer shall provide the related Mortgagor under the [LOAN-SPECIFIC] Whole Loan with written notice no later than [sixty (60)] days after the end of any calendar year that it is requesting
        such financial statements to be delivered within [seventy-five (75)] days after the close of the calendar year, and shall use reasonable best efforts to cause the Mortgagor to deliver the same on or before the date that is [seventy-five (75)] days
        after the close of the applicable calendar year.

      (b)          With respect to the
          Significant Obligor, in the event that the Master Servicer does not receive the financial information referred to in clause (a) above to comply with Item 6 of Form 10‐D or Item 1112(b) of Form 10‐K, as the case may be, from the related
          Mortgagor within [five (5)] Business Days after the date such financial information is required to be delivered under the related Mortgage Loan documents (it being understood that, so long as the Mortgagor uses such best efforts, it shall not be
          an event of default if such statements are not delivered on or prior to the date that is [seventy-five (75)] days after the close of the applicable calendar year, but in any event, the Mortgagor shall be obligated to deliver such statements on or
          before the date that is [80] days after the end of such calendar year), the Master Servicer shall notify the Depositor that it has not received such financial information.  The Master Servicer shall use efforts consistent with the Servicing
          Standard (taking into account, in addition, the ongoing reporting obligations of the Depositor under the Exchange Act, but in no event requiring the Master Servicer to initiate litigation) to continue to attempt to obtain such financial
          information from the related Mortgagor.  The Master Servicer shall retain written evidence of each instance in which it attempts to contact the related Mortgagor to obtain the required financial information and is unsuccessful and, within
          [five (5)] Business Days prior to the date in which a Form 10‐D or Form 10‐K, as applicable, is required to be filed by the Trust, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the Certificate
          Administrator and the Depositor.  This Officer’s Certificate should be addressed to the Certificate Administrator as follows:  [ADDRESS], and to the Depositor as required by Section 11.14.  In any event, and in addition to the foregoing
          requirements of this Section 11.16(b), if the Master Servicer does not receive the financial information referred to in clause (a) above to comply with (i) Item 6 of Form 10‐D from the related Mortgagor within [20] days after the
          end of each calendar quarter, the Master Servicer shall request the delivery of such information from the related Mortgagor in reliance on Section [_____] of the related loan agreement and that such delivery be made by no later than
          [thirty (30)] days from the end of such calendar quarter, or (ii) Item 1112(b) of Form 10 K from the related Mortgagor by March 10th of any year in which such information will be required to be included and filed on Form 10‐K, the

      
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      Master Servicer shall request the delivery of such information from the related Mortgagor and that such delivery be made by no later than March 20th of such
        year.

      (c)          If the Certificate
          Administrator has not timely received financial information from the related Mortgagor satisfactory to comply with Item 6 of Form 10‐D or Item 1112(b) of Form 10‐K, as the case may be, the Certificate Administrator shall include the following
          statement with respect to Item 6 on the related Form 10‐D or Item 1112(b) on the related Form 10‐K:  “The information required for this [Item 6] [Item 1112(b)] rests with a person or entity which is not affiliated with the registrant.  Oral and
          written requests have been made on behalf of the registrant, to the extent required under the related pooling and servicing agreement, to obtain the information required for this [Item 6] [Item 1112 (b)], and the registrant has been unable to
          obtain such information to include on this [Form 10‐D] [Form 10‐K] by the related filing deadline.  The information is therefore being omitted herefrom in reliance on Rule 12b-21 under the Securities Exchange Act of 1934, as amended” or such
          other statement as shall be required by the Depositor.

      (d)          Notwithstanding anything
          contained in this Section 11.16, in the event that the Certificate Administrator files a Form 15 Suspension Notification pursuant to Section 11.08 of this Agreement and so long as the Trust is not subject to the reporting
          requirements of the Exchange Act, the Master Servicer shall not be required to fulfill its obligations under this Section 11.16.

      Section 11.17          Impact of Cure
            Period.  For the avoidance of doubt, neither the Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of the Grace
          Period applicable to such party’s obligations under Article XI as provided for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement, during any Grace Period provided for in this Article XI;
          provided that if any such party fails to comply with the delivery requirements of this Article XI by the expiration of any applicable Grace Period such failure shall constitute a Servicer Termination Event.  Neither the Master
          Servicer nor the Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of the Grace Period applicable to such party’s obligations under this Article XI
          as provided for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement, for failing to deliver any item required under this Article XI by the time required hereunder with respect to
          any reporting period for which the Trust (or any trust in a related Other Securitization) is not required to file Exchange Act reports.

      [End of Article XI]

       

      

      
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      ARTICLE XII

          

          THE ASSET REPRESENTATIONS REVIEWER

      Section 12.01          Asset Review.

      (a)          On or prior to each
          Distribution Date, based on either the CREFC® Delinquent Loan Status Report or the CREFC®
          Loan Periodic Update File, the [Certificate Administrator] shall determine if an Asset Review Trigger has occurred.  If an Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide notice to all
          Certificateholders and each other party to this Agreement.  Any notice required to be delivered to the Certificateholders pursuant to this Section 12.01 shall be delivered by the Certificate Administrator by posting such notice on the
          Certificate Administrator’s Website, by mailing such notice to the Certificateholders’ addresses appearing in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository in the case of
          Book‐Entry Certificates.  The Certificate Administrator shall include in the Form 10‐D relating to the reporting period in which the Asset Review Trigger occurred the following statement describing the events that caused the Asset Review Trigger
          to occur:  “As of the [Date of Distribution], the following mortgage loans identified below are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred”.  On each Distribution Date
          occurring after providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the Master Servicer, shall determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any
          Mortgage Loan has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the clauses (1), (2) and/or (3), deliver written notice of such
          information (which may be via email) substantially in the form attached hereto as Exhibit TT within two (2) Business Days to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.

      If Certificateholders evidencing not less than 5% of the aggregate Voting Rights of the Certificates deliver to the Certificate
        Administrator, within ninety (90) days after the filing of the Form 10‐D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence an Asset Review (such written direction, the “Asset Review Vote
          Election”), then upon receipt of the Asset Review Vote Election, the Certificate Administrator shall promptly provide written notice thereof to all Certificateholders and the Asset Representations Reviewer and conduct a solicitation of votes
        in accordance with Section 5.10 to authorize an Asset Review.  Upon the affirmative vote to authorize an Asset Review of Holders of Certificates evidencing at least (i) a majority of those Certificateholders who cast votes and (ii) a
        majority of an Asset Review Quorum within 150 days of receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide written notice thereof to all parties to this
        Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Certificateholder, the Risk Retention Consultation Party and the other Certificateholders (the “Asset Review Notice”).  Upon receipt of an Asset Review Notice, the Asset
        Representations Reviewer shall request access to the Secure Data Room by providing the Certificate Administrator with a certification substantially in the form attached hereto as Exhibit SS (which shall be sent via email to [●] or submitted electronically via the Certificate Administrator’s Website).  Upon receipt of such certification, the Certificate Administrator shall

      
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      promptly grant the Asset Representations Reviewer access to the Secure Data Room.  In the event an Affirmative Asset Review Vote has not occurred within such
        150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer shall not be required to review any Delinquent Loan unless and
        until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) an Asset Review Trigger has occurred as a result or otherwise is in effect, (C) the Certificate Administrator has received any Asset
        Review Vote Election after the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C)
        in this sentence.  After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding sentence.  Any
        reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the Trust from the Collection Account.  The Certificate Administrator shall be entitled to
        administer any vote in connection with the foregoing through an agent.

      (b)          (i) Upon receipt of an Asset
          Review Notice, the Custodian (with respect to the following clauses (1) - (5) for all Mortgage Loans), the Master Servicer (with respect to the following clauses (6) and (7) for Non-Specially Serviced Loans) and
          the Special Servicer (with respect to clauses (6) and (7) for Specially Serviced Loans), in each case to the extent in such party’s possession, shall promptly, but in no event later than ten (10) Business Days (except with respect
          to the following clause (7)) after receipt of such notice from the Certificate Administrator, provide or make available, the following materials (in secure electronic format) to the Asset Representations Reviewer (collectively, with the
          Diligence Files, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):

      
        

        

        
          (1) a copy of an assignment of the Mortgage in favor of the Trustee, with evidence of
            recording thereon, for each Delinquent Loan that is subject to an Asset Review;

        

      

      
        

        

        
          (2) a copy of an assignment of any related assignment of leases (if such item is a document
            separate from the Mortgage) in favor of the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;

        

      

      
        

        

        
          (3) a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that
            is subject to an Asset Review, if not already covered pursuant to items (1) or (2) above;

        

      

      
        
           

            

          (4) a copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC
            Financing Statements related to each Delinquent Loan that is subject to an Asset Review;

        

      

      
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          (5) a copy of an assignment in favor of the Trustee of any financing statement executed and
            filed in the relevant jurisdiction related to each Delinquent Loan that is subject to an Asset Review;

        

      

      
        

        

        
          (6) a copy of any notice previously delivered by the Master Servicer or the Special Servicer,
            as applicable, of any alleged Defect or Breach with respect to any Delinquent Loan; and

        

      

      
        

        

        
          (7) any other related documents that are reasonably requested by the Asset Representations
            Reviewer to be delivered by the Master Servicer or the Special Servicer, as applicable, in the time frames and as otherwise described below.

        

      

      
        

        

        
          (ii) In the event that, as part of an Asset Review of any Mortgage Loan, the Asset
            Representations Reviewer determines that the Review Materials provided to it with respect to any Mortgage Loan are missing any document delivered in connection with the origination of the related Mortgage Loan that are necessary to review and
            assess one or more documents comprising the Diligence File in connection with its completion of any Test, the Asset Representations Reviewer shall promptly, but in no event later than ten (10) Business Days after receipt of the Review
            Materials, notify the Master Servicer (with respect to Non‐Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing documents, and the Master Servicer or the Special Servicer,
            as applicable, shall promptly, but in no event later than ten (10) Business Days after receipt of such notification from the Asset Representations Reviewer, deliver to the Asset Representations Reviewer such missing documents to the extent in
            its possession; provided that any such notification and/or request shall be in writing, specifically identifying the documents being requested and sent to the notice address for the related party set forth in Section 13.05 of
            this Agreement.  In the event any missing documents are not provided by the Master Servicer or Special Servicer, as applicable, within such 10-Business Day period, the Asset Representations Reviewer shall request such documents from the related
            Mortgage Loan Seller; provided that the Special Servicer or the Master Servicer, as applicable, shall, and the Mortgage Loan Seller shall be required under the related Mortgage Loan Purchase Agreement to, deliver such additional
            documents only to the extent such documents are in the possession of such party.

        

      

      
        

        

        
          (iii) The Asset Representations Reviewer may, but is under no obligation to, consider and rely
            upon information furnished to it by a Person that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be independently verified (without unreasonable effort or expense to the
            Asset Representations Reviewer) and is determined by the Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review (any such information, “Unsolicited Information”) conducted pursuant to this
            Section 12.01 hereof.

        

      

      
        

        

        
          (iv) Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access
            to the Diligence Files posted to the Secure Data Room with respect to a

        

      

      
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      Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of the compliance of each
        Delinquent Loan with the representations and warranties related to that Delinquent Loan (such review, the “Asset Review”).  The Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty
        made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the Asset Review Standard and the procedures set forth on Exhibit RR hereto (such procedure, a “Test”); provided, however,
        that the Asset Representations Reviewer may, but is under no obligation to, modify any Test and/or associated Review Materials described in Exhibit RR if, and only to the extent, the Asset Representations Reviewer determines pursuant to the
        Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate its Asset Review in accordance with the Asset Review Standard.  Once an Asset Review of a Mortgage Loan is completed, no
        further Asset Review shall be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent Loan or again become a Delinquent Loan at a time when a new Asset Review Trigger
        occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.

      
        

        

        
          (v) The Asset Representations Reviewer shall not be required to review any information other
            than (A) the Review Materials posted in the Secure Data Room, or (B) if applicable, Unsolicited Information.

        

      

      
        

        

        
          (vi) The Asset Representations Reviewer may, absent manifest error and subject to the Asset
            Review Standard, (x) assume, without independent investigation or verification, that the Review Materials are accurate and complete in all material respects and (y) conclusively rely on such Review Materials.

        

      

      
        

        

        
          (vii) The Asset Representations Reviewer shall prepare a preliminary report with respect to
            each Delinquent Loan within forty (40) Business Days after the date on which access to the Secure Data Room is provided to the Asset Representations Reviewer by the Certificate Administrator; except that the Asset Representations
            Reviewer shall not be required to prepare a preliminary report in the event the Asset Representations Reviewer determines that there is no Test failure with respect to the related Delinquent Loan.  In the event that the Asset Representations
            Reviewer determines that the Review Materials are insufficient to complete a Test and such missing documentation is not delivered to the Asset Representations Reviewer by the Master Servicer (with respect to Non-Specially Serviced Loans) or the
            Special Servicer (with respect to Specially Serviced Loans) to the extent in its possession or by the related Mortgage Loan Seller within ten (10) Business Days following the request by the Asset Representations Reviewer as described in Section 12.01(b)(ii),
            the Asset Representations Reviewer shall list such missing documents in such preliminary report setting forth the preliminary results of the application of the Tests and the reasons why such missing documents are necessary to complete a Test
            and  (if the Asset Representations Reviewer has so concluded) that the absence of such documents shall be deemed to be a failure of such Test.  The Asset Representations Reviewer shall provide such preliminary report to the Master Servicer or
            the Special Servicer, as applicable, and the related Mortgage Loan

        

      

      
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      Seller.  The Special Servicer, if applicable, may review such preliminary report and determine whether any information contained in such
        preliminary report shall be labeled as “Privileged Information” and thus be excluded from the Asset Review Report and Asset Review Report Summary.  If the preliminary report indicates that any of the representations and warranties fails or is
        deemed to fail any Test, the related Mortgage Loan Seller shall have [__] days (the “Cure/Contest Period”) to remedy or otherwise refute the failure.  Any documents provided or explanations given to support the Mortgage Loan Seller’s claim
        that the representation and warranty has not failed a Test or that any missing documents in the Review Materials are not required to complete a Test shall be promptly delivered by the related Mortgage Loan Seller to the Asset Representations
        Reviewer.

      
        

        

        
          (viii) The Asset Representations Reviewer shall, within [__] days after the date on which
            access to the Secure Data Room is provided to the Asset Representations Reviewer by the Certificate Administrator or within the [__] days after the expiration of the Cure/Contest Period (whichever is later), complete an Asset Review with
            respect to each Delinquent Loan and deliver: (A) a report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there is any evidence of a failure of any Test based on the Asset
            Review and a statement that the Asset Representations Reviewer’s findings and conclusions set forth in such report were not influenced by any third party (an “Asset Review Report”) to each party to this Agreement and the related Mortgage
            Loan Seller for each Delinquent Loan and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report Summary”) to the Trustee and the Certificate Administrator.  The
            period of time by which the Asset Review Report must be completed and delivered may be extended by up to an additional [__] days, upon written notice to the parties to this Agreement and the applicable Mortgage Loan Seller, if the Asset
            Representations Reviewer determines pursuant to the Asset Review Standard that such additional time is required due to the characteristics of the Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties.  In no event may the Asset
            Representations Reviewer determine whether any Test failure constitutes a Material Defect, or whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller, which, in each case, shall be a responsibility of
            the Special Servicer or Master Servicer, as applicable, pursuant to Section 2.03(f) of this Agreement.

        

      

      
        

        

        
          (ix) In addition, in the event that the Asset Representations Reviewer does not receive any
            documentation that it requested from the Master Servicer or the Special Servicer, as applicable, or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset Review and deliver an
            Asset Review Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely based on the documentation received by the Asset Representations Reviewer with respect to the related Delinquent Loan, and the Asset
            Representations Reviewer shall have no responsibility to independently obtain any such documentation from any party to this Agreement.

        

      

      
        

        

        
          (x) Within forty-five (45) days after receipt of an Asset Review Report with respect to any
            Mortgage Loan, the Master Servicer (with respect to Non-Specially

        

      

      
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      Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans) shall determine whether at that time, based on the
        Servicing Standard, there exists a Material Defect with respect to such Mortgage Loan.  If the Master Servicer or the Special Servicer, as applicable, determines that a Material Defect exists, the Master Servicer or Special Servicer, as applicable,
        shall enforce the obligations of the related Mortgage Loan Seller with respect to such Material Defect in accordance with Section 2.03(b).

      (c)          The Asset Representations
          Reviewer shall keep all information appropriately labeled as “Privileged Information” confidential and shall not disclose such Privileged Information to any Person (including Certificateholders), other than (1) to the extent expressly required by
          this Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception.  Each party to this
          Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice stating that such information is Privileged Information shall not disclose such Privileged Information to any Person without the prior written
          consent of the Special Servicer other than pursuant to a Privileged Information Exception.  In addition, the Asset Representations Reviewer shall keep all documents and information received by the Asset Representations Reviewer in connection with
          an Asset Review that are provided by the applicable Mortgage Loan Seller, the Master Servicer and the Special Servicer confidential and shall not disclose such documents or information except for purposes of complying with its duties and
          obligations hereunder.

      In addition, with respect to any Delinquent Loan that is a Non‐Serviced Mortgage Loan, to the extent any documents required by the Asset
        Representations Reviewer to complete a Test are missing or have not been received from the related Mortgage Loan Seller, the Asset Representations Reviewer shall request such document(s) from the related Non‐Serviced Master Servicer (if such
        Non‐Serviced Mortgage Loan is being serviced by a Non‐Serviced Master Servicer) or the related Non‐Serviced Special Servicer (if such Non‐Serviced Mortgage Loan is being serviced by a Non‐Serviced Special Servicer).

      (d)          The Asset Representations
          Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that no agent or
          subcontractor may (i) be affiliated with any Sponsor, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates or (ii) have been paid any
          fees, compensation or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Directing Certificateholder or any of their respective Affiliates in connection with due
          diligence or other services with respect to any Mortgage Loan prior to the Closing Date.  Notwithstanding the foregoing sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required
          hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person
          acting as its agents or subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were performing its obligations under this Agreement.  The Asset Representations Reviewer shall be
          entitled to enter into an agreement with any agent or subcontractor providing for indemnification

      
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      of the Asset Representations Reviewer by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify such
        indemnification.

      (e)          The Asset Representations
          Reviewer may assign its rights and obligations under this Agreement in connection with the sale or transfer of all or substantially all of its Asset Representations Reviewer portfolio, provided that: (i) the purchaser or transferee
          accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing business under the laws of the United States of America, any state of the United States of America or the District of Columbia,
          authorized under such laws to perform the duties of the asset representations reviewer resulting from a merger, consolidation or succession that is permitted under this Agreement, (B) executes and delivers to the Trustee and the Certificate
          Administrator an agreement that contains an assumption by such person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the asset representations reviewer under this Agreement from
          and after the date of such agreement and (C) is not a Prohibited Party under this Agreement; (ii) the Asset Representations Reviewer shall not be released from its obligations under this Agreement that arose prior to the effective date of such
          assignment and delegation; (iii) the rate at which each of the Asset Representations Reviewer Fee and the Asset Representations Reviewer Asset Review Fee (or any component thereof) is calculated shall not exceed the rate then in effect and
          (iv) the resigning Asset Representations Reviewer shall be responsible for the reasonable costs and expenses of each other party to this Agreement and the Rating Agencies in connection with such transfer.  Upon acceptance of such assignment and
          delegation, the purchaser or transferee shall provide notice to each party to this Agreement and then will be the successor asset representations reviewer hereunder.

      Section 12.02          Payment of Asset
            Representations Reviewer Fees and Expenses; Limitation of Liability.

      (a)          As compensation for the
          performance of its routine duties, the Asset Representations Reviewer shall be paid a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage Loans and shall be equal to the product
          of a rate equal to [_________]% per annum (the “Asset Representations Reviewer Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (excluding any Companion Loan) and
          shall be calculated in the same manner as interest is calculated on such Mortgage Loans.

      (b)          Upon the completion of any
          Asset Review with respect to a Delinquent Loan, the Asset Representations Reviewer shall be entitled to a fee that is a reasonable and customary hourly fee charged by the Asset Representations Reviewer for similar consulting assignments at the
          time of such review and any related costs and expenses; provided that the total payment to the Asset Representations Reviewer shall not be greater than the Asset Representations Reviewer Cap (the “Asset Representations Reviewer Asset
            Review Fee”).  With respect to an individual Asset Review Trigger, the “Asset Representations Reviewer Cap” shall equal the sum of $[__________].

      (c)          The Asset Representations
          Reviewer Asset Review Fee with respect to each Delinquent Loan shall be paid by the related Mortgage Loan Seller; provided that if the

      
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      total charge for the Asset Representations Reviewer on an hourly fee plus costs and expenses basis would exceed the Asset Representations Reviewer Cap, each
        Mortgage Loan Seller’s required payment shall be reduced pro rata according to its proportion of the total charges until the aggregate amount owed by all Mortgage Loan Sellers is equal to the Asset
        Representations Reviewer Cap; but if the related Mortgage Loan Seller is insolvent, such fee shall become an expense of the Trust following delivery by the Asset Representations Reviewer of evidence reasonably satisfactory to the Master Servicer or
        the Special Servicer, as applicable, of such insolvency to pay such amount.  Notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer, such fee shall remain an obligation of the related Mortgage Loan Seller and the
        Master Servicer or the Special Servicer, as applicable, shall be required, to the extent consistent with the Servicing Standard, to pursue remedies against such Mortgage Loan Seller in accordance with the Servicing Standard in order to seek
        recovery of such amounts from such Mortgage Loan Seller or its insolvency estate.

      (d)          Notwithstanding the foregoing,
          the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased by a Mortgage Loan Seller to
          the extent such fee was not already paid by the related Mortgage Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Trust for such fees paid to the Asset Representations Reviewer pursuant to Section 12.02(c).

      (e)          The Asset Representations
          Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement.

      Section 12.03          Resignation of
            the Asset Representations Reviewer.  The Asset Representations Reviewer may at any time resign and be discharged from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency. 
          In addition, the Asset Representations Reviewer will at all times be, and will be required to resign if it fails to be an Eligible Asset Representations Reviewer by giving written notice to the other parties.  Upon such notice of resignation, the
          Depositor shall promptly appoint a successor asset representations reviewer that is an Eligible Asset Representations Reviewer.  No resignation of the asset representations reviewer will be effective until a successor asset representations
          reviewer that is an Eligible Asset Representations Reviewer has been appointed and accepted the appointment.  If no successor asset representations reviewer shall have been so appointed and have accepted appointment within thirty (30) days after
          the giving of such notice of resignation, the resigning Asset Representations Reviewer may petition any court of competent jurisdiction for the appointment of a successor asset representations reviewer that is an Eligible Asset Representations
          Reviewer.  The Asset Representations Reviewer will bear all costs and expenses of each other party hereto and each Rating Agency in connection with its resignation.

      Section 12.04          Restrictions of
            the Asset Representations Reviewer.  Neither the Asset Representations Reviewer nor any of its Affiliates shall make any investment in any Class of Certificates; provided, however, that such prohibition shall not apply to
          (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate
          maintain policies and procedures that (A) segregate

      
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      personnel involved in the activities of the Asset Representations Reviewer under this Agreement from personnel involved in such Affiliate’s investment
        activities and (B) prevent such Affiliate and its personnel from gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access to such Affiliate’s information regarding its investment
        activities.

      Section 12.05          Termination of
            the Asset Representations Reviewer.

      (a)          An “Asset Representations
            Reviewer Termination Event” means any one of the following events whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of
          any administrative or governmental body:

      
        

        

        
          (i) any failure by the Asset Representations Reviewer to observe or perform in any material
            respect any of its covenants or agreements or the material breach of its representations or warranties under this Agreement, which failure shall continue unremedied for a period of thirty (30) days after the date on which written notice of such
            failure, requiring the same to be remedied, shall have been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the Holders of Certificates having greater than [25]% of the
            aggregate Voting Rights of all then outstanding Certificates;

        

      

      
        

        

        
          (ii) any failure by the Asset Representations Reviewer to perform in accordance with the Asset
            Review Standard which failure shall continue unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to
            this Agreement;

        

      

      
        

        

        
          (iii) any failure by the Asset Representations Reviewer to be an Eligible Asset
            Representations Reviewer, which failure shall continue unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any
            party to this Agreement;

        

      

      
        

        

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

        

      

      
        

        

        
          (v) the Asset Representations Reviewer shall consent to the appointment of a conservator or
            receiver or liquidator or liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the Asset Representations Reviewer or of or relating
            to all or substantially all of its property; or

        

      

      
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          (vi) the Asset Representations Reviewer shall admit in writing its inability to pay its debts
            generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations.

        

      

      Upon receipt by the Certificate Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event,
        the Certificate Administrator shall promptly provide written notice to all Certificateholders (which shall be simultaneously delivered to the Asset Representations Reviewer) in accordance with the notice distribution procedures described in Section 12.01(a),
        unless the Certificate Administrator has received written notice that such Asset Representations Reviewer Termination Event has been remedied.  If an Asset Representations Reviewer Termination Event shall occur then, and in each and every such
        case, so long as such Asset Representations Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii) upon the written direction of Holders of Certificates evidencing not less than [25]% of the Voting Rights
        (without regard to the application of any Appraisal Reduction Amounts), the Trustee shall, terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement, other than rights and obligations accrued prior to
        such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring prior to such termination), by notice in writing to the Asset
        Representations Reviewer.  The Asset Representations Reviewer is required to bear all reasonable costs and expenses of itself and of each other party to this Agreement in connection with its termination due to an Asset Representations Reviewer
        Termination Event.  Notwithstanding anything herein to the contrary, the Depositor and each Mortgage Loan Seller shall have the right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations
        Reviewer Termination Event of which it becomes aware.

      (b)          Upon (i) the written direction
          of Holders of Certificates evidencing not less than [25]% of the Voting Rights (without regard to the application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer with a proposed
          successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in
          connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations Reviewer by mailing such notice to the Asset Representations Reviewer and to all Certificateholders
          in accordance with the notice distribution procedures described in Section 12.01(a).  Upon the written direction of Holders of Certificates evidencing more than [75]% of a Certificateholder Quorum (without regard to the application of any
          Appraisal Reduction Amounts), the Trustee shall terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement (other than any rights or obligations that accrued prior to the date of such termination and
          other than indemnification rights arising out of events occurring prior to such termination) by notice in writing to the Asset Representations Reviewer and appoint the proposed successor.  As between the Asset Representations Reviewer, on the one
          hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the termination of the Asset Representations Reviewer.  In such event that holders of
          the Certificates evidencing at least 75% of the Certificateholder Quorum elect to remove the Asset

      
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      Representations Reviewer without cause and appoint a successor, the successor asset representations reviewer will be responsible for all expenses necessary to
        effect the transfer of responsibilities from its predecessor.

      (c)          On or after the receipt by the
          Asset Representations Reviewer of written notice of termination, subject to this Section 12.05, all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations Reviewer
          shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary or appropriate to effect the purposes of such notice of termination.  As soon as practicable, but in no event later than
          thirty (30) days after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2) the Trustee delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall
          appoint a successor asset representations reviewer that is an Eligible Asset Representations Reviewer.  The Trustee shall provide written notice of the appointment of an Asset Representations Reviewer to the Master Servicer, the Special Servicer,
          the Operating Advisor, the Certificate Administrator, the Directing Certificateholder and each Certificateholder within one (1) Business Day of such appointment.

      The Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations
        Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the
        Directing Certificateholder of such disqualification and immediately resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor asset representations reviewer subject to and in accordance with this Section 12.05. 






        Notwithstanding the foregoing, if the Trustee is unable to find a successor asset representations reviewer within thirty (30) days of the termination of the Asset Representations Reviewer, the Depositor shall be permitted to find a replacement. 
        The Trustee shall not be liable for any failure to identify and appoint a successor asset representations reviewer so long as the Trustee uses commercially reasonable efforts to conduct a search for a successor asset representations reviewer and
        such failure is not a result of the Trustee’s negligence, bad faith or willful misconduct in the performance of its obligations hereunder.

      (d)          Upon any termination of the
          Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer, the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator
          (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the Mortgage Loan Sellers, the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the
          Directing Certificateholder and each Rating Agency.  In the event that the Asset Representations Reviewer is terminated, all of its rights and obligations under this Agreement shall terminate, other than any rights or obligations that accrued
          prior to the date of such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring prior to such termination).

      [End of Article XII]

      
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      ARTICLE XIII

          

          MISCELLANEOUS PROVISIONS

      Section 13.01          Amendment. 
          (a) This Agreement may be amended from time to time by the parties hereto, without the consent of any of the Certificateholders or the Companion Holders:

      
        

        

        
          (i) to correct any defect or ambiguity in this Agreement in order to address any manifest
            error in any provision of this Agreement;

        

      

      
        

        

        
          (ii) to cause the provisions in this Agreement to conform or be consistent with or in
            furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement or to correct or supplement any of its provisions which may
            be inconsistent with any other provisions therein or to correct any error;

        

      

      
        

        

        
          (iii) to change the timing and/or nature of deposits in the Collection Account, the
            Distribution Accounts or any REO Account; provided that (a) the P&I Advance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material
            respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such
            amendment;

        

      

      
        

        

        
          (iv) to modify, eliminate or add to any of its provisions to such extent as shall be necessary
            to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of
            any tax on the Trust or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that
            (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any
            Certificateholder or Companion Holder;

        

      

      
        

        

        
          (v) to modify, eliminate or add to the provisions of Section 5.03(n) or any other
            provision hereof restricting transfer of the Class [R] Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the
            Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non‐U.S. Tax Person;

        

      

      
        

        

        
          (vi) to revise or add any other provisions with respect to matters or questions arising under
            this Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder (including, with respect to the Trust AB Whole Loan, the Holders of the
            Class [LOAN-

        

      

      
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      SPECIFIC] Certificates) or any holder of a Serviced Pari Passu Companion Loan not consenting to such revision or addition, as evidenced in
        writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
        rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
        satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);

      
        

        

        
          (vii) to amend or supplement any provision hereof to the extent necessary to maintain the
            then‐current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result
            in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating
            Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25); provided that such amendment or supplement shall not adversely affect in any material respect the interests of any
            Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;

        

      

      
        

        

        
          (viii) to modify the provisions of Sections 3.05 and 3.17 (with respect to
            reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, for so long as a Control Termination Event has not occurred and is not continuing and with respect
            to any Mortgage Loans other than any Excluded Loan, the Directing Certificateholder, determine that the CMBS industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not cause
            any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced
            Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency
            confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);

        

      

      
        

        

        
          (ix) to modify the procedures of this Agreement relating to compliance with Rule 17g‐5 of the
            Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating
            Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g‐5 Information Provider for posting to the 17g‐5
            Information Provider’s Website pursuant to

        

      

      
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      Section 3.13(c) and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;

      
        

        

        
          (x) to modify, eliminate or add to any of its provisions in the event Regulation RR or any
            other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate the provision related to the risk
            retention requirements in the event of such repeal; or

        

      

      
        

        

        
          (xi) to modify, eliminate or add to any provisions of this Agreement to such extent as would
            be necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv).

        

      

      Notwithstanding the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
        of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller or (B) may materially and
        adversely affect the holders of a Companion Loan without such Companion Holder’s consent.

      (b)          This Agreement may also be
          amended from time to time by the parties hereto with the consent of the Holders of Certificates of each Class affected by such amendment evidencing in the aggregate not less than a majority of the aggregate Percentage Interests constituting the
          Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
          that no such amendment shall:

      
        

        

        
          (i) reduce in any manner the amount of, or delay the timing of, payments received on the
            Mortgage Loans or the Trust Subordinate Companion Loan that are required to be distributed on a Certificate of any class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion Holder without
            the consent of such Companion Holder; or

        

      

      
        

        

        
          (ii) reduce the aforesaid percentage of Certificates of any Class the Holders of which are
            required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of Class [LOAN-SPECIFIC] Certificates, in any such case without the consent of the Holders of all Certificates of such Class
            then‐outstanding or such Companion Holders, as applicable; or

        

      

      
        

        

        
          (iii) adversely affect the Voting Rights of any Class of Certificates without the consent of
            the Holders of all Certificates of such Class then outstanding; or

        

      

      
        

        

        
          (iv) change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the
            obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or

        

      

      
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          (v) amend the Servicing Standard without the consent of 100% of the Certificateholders or
            receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities
            related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to
            Section 3.25) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.

        

      

      (c)          Notwithstanding the foregoing,
          none of the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment hereto without having first
          received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the
          Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any
          Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.  Furthermore, no amendment to this Agreement may be made that changes
          in any material respect to the rights of the Class [LOAN-SPECIFIC] Certificates without the consent of such Class and no amendment to this Agreement may be made that changes any provisions specifically required to be included in this Agreement by
          the Non‐Serviced Intercreditor Agreement without the consent of the holder of the related Non‐Serviced Pari Passu Companion Loan(s).

      (d)          Promptly after the execution
          of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate Administrator’s Website, deliver a copy of the same to the 17g‐5 Information Provider who shall post a copy of the same on the
          17g‐5 Information Provider’s Website pursuant to Section 3.13(b) and Section 3.13(c), as applicable, and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment to each
          Certificateholder and each Serviced Companion Noteholder, the Depositor, the Master Servicer, the Special Servicer, the Mortgagors, the Underwriters and the Rating Agencies.

      (e)          It shall not be necessary for
          the consent of Certificateholders under this Section 13.01 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents
          and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Certificate Administrator may prescribe.

      (f)          The Trustee and the
          Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01 that affects its rights, duties and immunities under this Agreement or otherwise.

      
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      (g)          The cost of any Opinion of
          Counsel to be delivered pursuant to Section 13.01(a) or (c) shall be borne by the Person seeking the related amendment, except that if the Master Servicer, the Certificate Administrator or the Trustee requests any amendment of
          this Agreement in furtherance of the rights and interests of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a) or (c) shall be payable out of the Collection
          Account.

      (h)          The Servicing Standard shall
          not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to any class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not result in the
          downgrade, withdrawal or qualification of its then‐current ratings, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
          respect to the Certificates pursuant to Section 3.25).

      (i)          To the extent the Operating
          Advisor, the Trustee, Certificate Administrator, Master Servicer, Special Servicer, the Asset Representations Reviewer or Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection with executing any
          amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering into such amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.

      (j)          Notwithstanding any other
          provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this Section 13.01, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled to the same Voting
          Rights with respect to matters described above as they would if any other Person held such Certificates, so long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans or the
          Trust Subordinate Companion Loan.

      (k)          This Agreement may not be
          amended without the consent of any holder of an AB Subordinate Companion Loan if such amendment would materially and adversely affect the rights of such Companion Holder hereunder.

      Section 13.02          Recordation of
            Agreement; Counterparts.  (a) To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions in which any
          or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by
          the Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld), but only upon direction accompanied by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such
          recordation materially and beneficially affects the interests of the Certificateholders.

      (b)          For the purpose of
          facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such
          counterparts shall constitute but one and the same instrument.  Delivery of an executed

      
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      counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a
        manually executed original counterpart of this Agreement.

      (c)          The Trustee shall make any
          filings required under the laws of the state of its place of business required solely by virtue of the fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.

      Section 13.03          Limitation on
            Rights of Certificateholders.  (a)  The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or
          to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

      (b)          No Certificateholder shall
          have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the
          terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken
          by the parties to this Agreement pursuant to any provision hereof.

      (c)          Other than with respect to any
          rights to deliver a Certificateholder Repurchase Request and exercise the rights described under Section 2.03(k)(i), no Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or
          proceeding in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement, any Mortgage Loan or Trust Subordinate Companion Loan, or with respect to the Certificates, unless, with respect to any suit, action or
          proceeding upon or under or with respect to this Agreement, such Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of default, and of the continuance thereof, as herein before provided, or of the
          need to institute such suit, action or proceeding on behalf of the Trust and unless also (except in the case of a default by the Trustee) the Holders of Certificates of any Class evidencing not less than 50% of the related Percentage Interests in
          such Class shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs,
          expenses and liabilities to be incurred therein or thereby, and the Trustee, for sixty (60) days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused to institute any such action, suit or
          proceeding.  The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of
          the Holders of Certificates unless such Holders have offered to the Trustee reasonable security against the costs, expenses and liabilities which may be incurred therein or hereby.  It is understood and intended, and expressly covenanted by each
          Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates to affect, disturb or
          prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any

      
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      other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this Agreement or the Certificates, except
        in the manner herein or therein provided and for the equal, ratable and common benefit of all Certificateholders.  For the protection and enforcement of the provisions of this Section 13.03(c), each and every Certificateholder and the
        Trustee shall be entitled to such relief as can be given either at law or in equity.

      Section 13.04          Governing Law;
            Submission to Jurisdiction; Waiver of Jury Trial.  THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT
          OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF.  THE PARTIES HERETO
          INTEND THAT THE PROVISIONS OF SECTION 5‐1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

      EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL
        COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY
        ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY
        LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.

      THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
        COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

      Section 13.05          Notices. 
          (a)  Any communications provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if personally delivered at or couriered or sent by facsimile transmission
          (other than with respect to the Depositor or Mortgage Loan Sellers) which shall be deemed to have been duly given only when received, to:

      In the case of the Depositor:

        

        [NOTICE ADDRESS]

      
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      with a copy to:

        

        [NOTICE ADDRESS]

      In the case of the Master Servicer:

        

        [MASTER SERVICER]

        [NOTICE ADDRESS]

      with a copy to:

        

        [COUNSEL ADDRESS]

      In the case of the Special Servicer:

        

        [SPECIAL SERVICER]

        [NOTICE ADDRESS]

      with a copy to:

        

        [NOTICE ADDRESS]

      In the case of the Directing Certificateholder:

        

        [DIRECTING CERTIFICATEHOLDER]

        [NOTICE ADDRESS]

      with a copy to:

        

        [NOTICE ADDRESS]

      In the case of the Trustee:

        

        [TRUSTEE]

        [NOTICE ADDRESS]

      In the case of the Certificate Administrator:

        

        [CERTIFICATE ADMINISTRATOR]

        [NOTICE ADDRESS]

      In the case of the Mortgage Loan Sellers:

        

        [NOTICE ADDRESS]

      [ADD ADDRESSES AS NECESSARY]

      
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      with a copy to:

        

        [COUNSEL ADDRESS]

      In the case of the Asset Representations Reviewer:

        

        [ASSET REPRESENTATIONS REVIEWER]

        [NOTICE ADDRESS]

      with a copy to:

        

        [COUNSEL ADDRESS]

      In the case of the Operating Advisor:

        

        [OPERATING ADVISOR]

        [NOTICE ADDRESS]

      with a copy to:

        

        [COUNSEL ADDRESS]

      In the case of any mezzanine lender:

        

        The address set forth in the related Intercreditor Agreement.

      To each such Person, such other address as may hereafter be furnished by such Person to the parties hereto in writing.  Any communication required or
        permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid, to the address of such Holder as shown in the Certificate Register.  Any notice so mailed within the time prescribed
        in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.

      (b)          Any party required to deliver
          any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address listed below,
          promptly following the occurrence thereof.  The Master Servicer or Special Servicer, as applicable, the Certificate Administrator, and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the
          Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided, however, that such other information is first provided to the 17g‐5 Information Provider in accordance
          with the procedures set forth in Section 3.13(c); provided, further, that the 17g‐5 Information Provider shall not disclose which Rating Agency has requested such information.  Notwithstanding the foregoing, the failure to
          deliver such notices or copies shall not constitute a Servicer Termination Event, as the case may be, under this Agreement.  Any confirmation of the rating by the Rating Agencies required hereunder shall be in writing.

      
        -449-

        
          


      

      Any notices to the Rating Agencies shall be sent to the following addresses:

        

        [RATING AGENCY ADDRESSES]

      Section 13.06          Severability of
            Provisions.  If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the
          remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.

      Section 13.07          Grant of a
            Security Interest.  The Depositor intends that the conveyance of the Depositor’s right, title and interest in and to the Mortgage Loans and the Trust Subordinate Companion Loan pursuant to this Agreement shall constitute a sale and not a
          pledge of security for a loan.  If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this
          Agreement.  The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s entire right, title and interest in
          and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans and the Trust Subordinate Companion Loan, all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Subordinate
          Companion Loan (other than principal and interest payments due and payable prior to the Cut‐off Date and Principal Prepayments received prior to the Cut‐off Date), all amounts held from time to time in the Collection Account, the Distribution
          Accounts, the Gain‐on‐Sale Reserve Account, the Interest Reserve Account and, if established, the REO Account, and all reinvestment earnings on such amounts, and all of the Depositor’s right, title and interest in and to the proceeds of any
          title, hazard or other Insurance Policies related to such Mortgage Loans and the Trust Subordinate Companion Loan and (ii) this Agreement shall constitute a security agreement under applicable law.  This Section 13.07 shall constitute
          notice to the Trustee pursuant to any of the requirements of the applicable UCC.

      Section 13.08          Successors and
            Assigns; Third Party Beneficiaries.  (a)  The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to the benefit of
          the Certificateholders.  Each Mortgage Loan Seller (and its respective agents), each Companion Holder (and its respective agents), each Underwriter, each depositor of a Regulation AB Companion Loan Securitization and each Initial Purchaser is an
          intended third‐party beneficiary to this Agreement in respect of the respective rights afforded it hereunder.  No other person, including, without limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim
          under this Agreement.

      (b)          Each Serviced Companion
          Noteholder and the Subordinate Loan-Specific Directing Certificateholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder.  Each of the Other Servicers and the Other Trustees shall be a
          third-party beneficiary to this Agreement in respect to all provisions herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and

      
        -450-

        
          


      

      any provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.

      (c)          Each of the applicable
          Non‐Serviced Trustee, Non‐Serviced Master Servicer, Non‐Serviced Special Servicer and any Non‐Serviced Trust holding a related Non‐Serviced Companion Loan, shall be a third-party beneficiary to this Agreement in respect to its rights as
          specifically provided for herein and under the applicable Non‐Serviced Intercreditor Agreement.

      (d)          Subject to Section 2.03(l)(ii),
          Section 2.03(l)(iii) and Section 2.03(l)(v), any Requesting Certificateholder shall be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k) through Section 2.03(o).

      Section 13.09          Article and
            Section Headings.  The article and section headings herein are for convenience of reference only, and shall not limit or otherwise affect the meaning hereof.

      Section 13.10          Notices to the
            Rating Agencies.  (a)  The Certificate Administrator shall use reasonable efforts promptly to provide notice to the 17g‐5 Information Provider for posting on the 17g‐5 Information Provider’s Website pursuant to Section 3.13(c), (and
          the related 17g‐5 information provider for any class of Serviced Companion Loan Securities to the extent applicable to any Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:

      
        

        

        
          (i) any material change or amendment to this Agreement;

        

      

      
        

        

        
          (ii) the occurrence of a Servicer Termination Event that has not been cured;

        

      

      
        

        

        
          (iii) the resignation or termination of the Certificate Administrator, the Master Servicer,
            the Asset Representations Reviewer or the Special Servicer; and

        

      

      
        

        

        
          (iv) the repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller
            pursuant to Section 6 of the related Mortgage Loan Purchase Agreement.

        

      

      (b)          The Master Servicer shall use
          reasonable efforts to promptly provide notice to the 17g‐5 Information Provider for posting on the 17g‐5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which it has actual knowledge:

      
        

        

        
          (i) the resignation or removal of the Trustee or the Certificate Administrator;

        

      

      
        

        

        
          (ii) any change in the location of the Collection Account;

        

      

      
        

        

        
          (iii) any event that would result in the voluntary or involuntary termination of any insurance
            of the accounts of the Trustee;

        

      

      
        -451-

        
          


      

      
        
          (iv) any change in the lien priority of any Mortgage Loan or Trust Subordinate Companion Loan
            with respect to an assumption of the Mortgage Loan or Trust Subordinate Companion Loan or additional encumbrance described in Section 3.08;

        

      

      
        

        

        
          (v) any additional lease to an anchor tenant or termination of any existing lease to an anchor
            tenant at retail properties for any Mortgage Loan or Trust Subordinate Companion Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than [__]% of the then aggregate outstanding principal
            balances of the Mortgage Loans and (2) $[_____];

        

      

      
        

        

        
          (vi) any material damage to any Mortgaged Property;

        

      

      
        

        

        
          (vii) any assumption with respect to a Mortgage Loan or Trust Subordinate Companion Loan; and

        

      

      
        

        

        
          (viii) any release or substitution of any Mortgaged Property.

        

      

      (c)          The Certificate Administrator
          shall promptly furnish notice to the 17g‐5 Information Provider for posting on the 17g‐5 Information Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change in the location of the
          Distribution Accounts and (ii) the final payment to any Class of Certificateholders.

      (d)          The Trustee, the Certificate
          Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the 17g‐5 Information Provider for posting on the 17g‐5 Information Provider’s Website pursuant to Section 3.13(c), and thereafter to each Rating
          Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent applicable to any Serviced Whole Loan) with respect to each Mortgage Loan and each Trust Subordinate Companion Loan (other than any Non‐Serviced
          Mortgage Loan) such information as any Rating Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or Special Servicer, can reasonably provide in accordance with applicable law and without
          waiving any attorney‐client privilege relating to such information or violating the terms of this Agreement or any Mortgage Loan or Trust Subordinate Companion Loan documents.  The Trustee, the Certificate Administrator, the Master Servicer and
          Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect to such information.  Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require a party to provide
          duplicative notices or copies to the Rating Agencies with respect to any of the above listed items.  In connection with the delivery by the Master Servicer or Special Servicer to the 17g-5 Information Provider of any information, report, notice
          or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Master Servicer or Special Servicer when such information, report, notice or document has been posted.  The Master Servicer or
          Special Servicer, as applicable, may, but shall not be obligated to send such information, report, notice or document to the applicable Rating Agency following the earlier of (a) receipt of such notice from the 17g-5 Information Provider and
          (b) two (2) Business Days following delivery to the 17g-5 Information Provider.

      [End of Article XIII]

      
        -452-

        
          


      

      [SIGNATURES COMMENCE ON FOLLOWING PAGE]

       

      

       

      

       

      

       

      

       

      

       

      

      
        -453-

        
          


      

      

      

      IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized,
        in each case as of the day and year first above written.

      
        	 	NATIXIS COMMERCIAL MORTGAGE SECURITIES LLC,

              	 
	 	Depositor 

              	 
	 	 	 
	 	 	 	 
	
                 

                

              	
                By: 

              	 

              	 
	 	 	Name:	 
	 	 	Title:	 


      

      
        
          	 	 	 	 
	
                   

                  

                	
                  By: 

                	 

                	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


        

      

      
        
          	 	[MASTER SERVICER],	 
	 	Master Servicer 

                	 
	 	 	 
	 	 	 	 
	
                   

                  

                	
                  By: 

                	 

                	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


        

      

      
        
          	 	[SPECIAL SERVICER],	 
	 	Special Servicer 

                	 
	 	 	 
	 	 	 	 
	
                   

                  

                	
                  By: 

                	 

                	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


        

      

      

      

       

      

      
        
          


      

      
        
          	 	[CERTIFICATE ADMINISTRATOR],	 
	 	not in its individual capacity, but solely as Certificate Administrator 

                	 
	 	 	 
	 	 	 	 
	
                   

                  

                	
                  By: 

                	 

                	 
	 	 	Name:	 
	 	 	Title:	 


        

      

      
        
          
            	 	[TRUSTEE],	 
	 	not in its individual capacity, but solely as Trustee 

                  	 
	 	 	 
	 	 	 	 
	
                     

                    

                  	
                    By: 

                  	 

                  	 
	 	 	Name:	 
	 	 	Title:	 


          

        

      

      
        
          
            	 	[ASSET REPRESENTATIONS REVIEWER],	 
	 	Asset Representations Reviewer 

                  	 
	 	 	 
	 	 	 	 
	
                     

                    

                  	
                    By: 

                  	 

                  	 
	 	 	Name:	 
	 	 	Title:	 


          

        

      

      
        
          
            	 	[OPERATING ADVISOR],	 
	 	Operating Advisor 

                  	 
	 	 	 
	 	 	 	 
	
                     

                    

                  	
                    By: 

                  	 

                  	 
	 	 	Name:	 
	 	 	Title:	 


          

        

      

      

      

       

      

      
        
          


      

      

        	
                STATE OF

              	)

              
	
                 

              	
                )          ss: 

              
	
                COUNTY OF NEW YORK

                  

              	
                )

              


      

      On the ___ day of ________, ____, before me, a notary public in and for said State, personally appeared _________ known to me to be a
        ___________ of Natixis Commercial Mortgage Securities LLC, that executed the within instrument, and also known to me to be the person who executed it on behalf of such limited liability company, and acknowledged to me that such limited liability
        company executed the within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

       

      

      
        	
                 

              	
                 

              	
                  

                

              
	
                 

              	
                 

              	
                Notary Public 

                

              
	 	 	 
	
                
                  
                    
                      
                        
                          
                            
                              [SEAL]

                            

                          

                        

                      

                    

                  

                

              	 	 
	 	 	 
	My commission expires: 

              	 	 
	 	 	 
	
                 

              	
                 

              	
                 

              


      

      

      

          

                    

      

      

      

      
        
          


      

      

        	
                STATE OF

              	)

              
	
                 

              	
                )          ss: 

              
	
                COUNTY OF

              	
                )

              


      

      On the ___ day of ________, ____, before me, a notary public in and for said State, personally appeared ________ known to me to be a
        _________ of [MASTER SERVICER], and also known to me to be the person who executed it on behalf of such national banking association, and acknowledged to me that such national banking association executed the within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

       

      

      
        
          	
                   

                	
                   

                	
                    

                  

                
	
                   

                	
                   

                	
                  Notary Public 

                  

                
	 	 	 
	
                  
                    
                      
                        
                          
                            
                              
                                [SEAL]

                              

                            

                          

                        

                      

                    

                  

                	 	 
	 	 	 
	My commission expires: 

                	 	 
	 	 	 
	
                   

                	
                   

                	
                   

                


        

      

      

      

          

                    

      

      

      

      
        
          


      

      

        	
                STATE OF

              	)

              
	
                 

              	
                )          ss: 

              
	
                COUNTY OF

              	
                )

              


      

      On the ___ day of ________, ____, before me, a notary public in and for said State, personally appeared ________ known to me to be a
        _________ of [SPECIAL SERVICER], that executed the within instrument, and also known to me to be the person who executed it on behalf of such [___________], and acknowledged to me that such [____________] executed the within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

       

      

      
        
          	
                   

                	
                   

                	
                    

                  

                
	
                   

                	
                   

                	
                  Notary Public 

                  

                
	 	 	 
	
                  
                    
                      
                        
                          
                            
                              
                                [SEAL]

                              

                            

                          

                        

                      

                    

                  

                	 	 
	 	 	 
	My commission expires: 

                	 	 
	 	 	 
	
                   

                	
                   

                	
                   

                


        

      

      

      

          

                    

      

      

      

      
        
          


      

      

        	
                STATE OF

              	)

              
	
                 

              	
                )          ss: 

              
	
                COUNTY OF

              	
                )

              


      

      On the ___ day of ________, ____, before me, a notary public in and for said State, personally appeared ___________ known to me to be a
        _________ of [CERTIFICATE ADMINISTRATOR], that executed the within instrument, and also known to me to be the person who executed it on behalf of such national banking association, and acknowledged to me that such national banking association
        executed the within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

       

      

      
        
          	
                   

                	
                   

                	
                    

                  

                
	
                   

                	
                   

                	
                  Notary Public 

                  

                
	 	 	 
	
                  
                    
                      
                        
                          
                            
                              
                                [SEAL]

                              

                            

                          

                        

                      

                    

                  

                	 	 
	 	 	 
	My commission expires: 

                	 	 
	 	 	 
	
                   

                	
                   

                	
                   

                


        

      

      

        

          

          

                    

      

      

      

      
        
          


      

      

        	
                STATE OF

              	)

              
	
                 

              	
                )          ss: 

              
	
                COUNTY OF

              	
                )

              


      

      On the ___ day of ________, ____, before me, a notary public in and for said State, personally appeared ___________ known to me to be a
        _________ of [TRUSTEE], that executed the within instrument, and also known to me to be the person who executed it on behalf of such national banking association, and acknowledged to me that such national banking association executed the within
        instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

       

      

      
        
          	
                   

                	
                   

                	
                    

                  

                
	
                   

                	
                   

                	
                  Notary Public 

                  

                
	 	 	 
	
                  
                    
                      
                        
                          
                            
                              
                                
                                  [SEAL]

                                

                              

                            

                          

                        

                      

                    

                  

                	 	 
	 	 	 
	My commission expires: 

                	 	 
	 	 	 
	
                   

                	
                   

                	
                   

                


        

      

      

      

          

                    

      

      

      

      
        
          


      

      

        	
                STATE OF

              	)

              
	
                 

              	
                )          ss: 

              
	
                COUNTY OF

              	
                )

              


      

      On the ___ day of ________, ____, before me, a notary public in and for said State, personally appeared ___________ known to me to be a
        _________ of [ASSET REPRESENTATIONS REVIEWER], that executed the within instrument, and also known to me to be the person who executed it on behalf of such [_____________], and acknowledged to me that such [____________] executed the within
        instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

       

      

      
        
          	
                   

                	
                   

                	
                    

                  

                
	
                   

                	
                   

                	
                  Notary Public 

                  

                
	 	 	 
	[SEAL]	 	 
	 	 	 
	My commission expires: 

                	 	 
	 	 	 
	
                   

                	
                   

                	
                   

                


        

      

      

        

          

          

                    

      

      

      

      
        
          


      

      

        	
                STATE OF

              	)

              
	
                 

              	
                )          ss: 

              
	
                COUNTY OF

              	
                )

              


      

      On the ___ day of ________, ____, before me, a notary public in and for said State, personally appeared ___________ known to me to be a
        _________ of [OPERATING ADVISOR], that executed the within instrument, and also known to me to be the person who executed it on behalf of such [______________], and acknowledged to me that such [_____________] executed the within instrument.

      IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.

       

      

      
        
          	
                   

                	
                   

                	
                    

                  

                
	
                   

                	
                   

                	
                  Notary Public 

                  

                
	 	 	 
	
                  
                    
                      
                        
                          
                            
                              
                                [SEAL]

                              

                            

                          

                        

                      

                    

                  

                	 	 
	 	 	 
	My commission expires: 

                	 	 
	 	 	 
	
                   

                	
                   

                	
                   

                


        

      

       

        

        

        

        

        

        

        

        

        
          
            


        

        
          
          
            
              

              

            

            Exhibit A-[__] Form of Certificates

            [TO BE INCLUDED IN THE TRANSACTION SPECIFIC POOLING AND SERVICING AGREEMENT BASED ON SPECIFIED CLASSES OFFERED]

            

            

            
              
                A-1

                
                  


              

              
              

              

            

            EXHIBIT B

            MORTGAGE LOAN SCHEDULE

            
              
                B-1

                
                  


              

              
              

              

            

            EXHIBIT C

            FORM OF INVESTMENT REPRESENTATION LETTER

            

            

            [CERTIFICATE ADMINISTRATOR]

              as Certificate Administrator

            [ADDRESS]

            [DEPOSITOR]

              [ADDRESS]

            
              
                Re:   Transfer of [CERTIFICATE CAPTION]

              

            

            Ladies and Gentlemen:

            This letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of [DATE] (the “Pooling and
                Servicing Agreement”), by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [ASSET
              REPRESENTATIONS REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor, on behalf of the holders of [CERTIFICATE CAPTION] (the “Certificates”) in connection with the transfer by _________________
              (the “Seller”) to the undersigned (the “Purchaser”) of $_______________ aggregate Certificate Balance of Class ___ Certificates (the “Certificate”).  Capitalized terms used and not otherwise defined herein shall have the
              respective meanings ascribed to such terms in the Pooling and Servicing Agreement.

            In connection with such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:

            1. Check one of the following:*

            ☐     The Purchaser is not purchasing a Class R Certificate and the Purchaser is an institution that is an
              “accredited investor” (an “Institutional Accredited Investor”) within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) or any entity in which all
              of the equity owners come within such paragraphs and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Certificates, and the Purchaser and any
              accounts for which it is acting are each able to bear the economic risk of the Purchaser’s or such account’s investment.  The Purchaser is acquiring the Certificates purchased by it for its own account or for one or more accounts, each of
              which is an Institutional Accredited Investor, as to each of which the Purchaser 

            
              

              
                * Purchaser must include one of the following two
                  certifications.

              

            

            
              
                Exhibit C-1

                
                  


              

              

              

            

            exercises sole investment discretion.  The Purchaser hereby undertakes to reimburse the Trust Fund for any costs incurred by it in connection
              with this transfer.

            
              
                

                

                ☐     The Purchaser is a “qualified institutional buyer” (a “QIB”) within the meaning of Rule 144A (“Rule 144A”) under the Securities Act.  The Purchaser is aware that the
                  transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.

              

            

            2. The Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for reoffer, resale, pledge or other transfer (i) to
                QIBs in transactions under Rule 144A, and not in any event with the view to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate) to Institutional Accredited Investors,
                subject in the case of clause (ii) above to (w) the receipt by the Certificate Registrar of a letter substantially in the form hereof, (x) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Trustee and
                Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (y) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer,
                resale, pledge or transfer is in compliance with the Securities Act and other applicable laws and (z) a written undertaking to reimburse the Trust Fund for any costs incurred by it in connection with the proposed transfer.  The Purchaser
                understands that the Certificate (and any subsequent Certificate) has not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities Act which depends upon, among other
                things, the bona fide nature of the Purchaser’s investment intent (or intent to reoffer, resell, pledge or transfer the Certificate only to certain investors in certain exempted transactions) as expressed herein.

            3. The Purchaser has reviewed the Prospectus relating to the Offered Certificates (and, with respect to Offered Private Certificates, the Preliminary Private Placement
                Memorandum and the Final Private Placement Memorandum related to such Offered Private Certificates) and the agreements and other materials referred to therein and has had the opportunity to ask questions and receive answers concerning the
                terms and conditions of the transactions contemplated by the Prospectus.

            4. The Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered or qualified under the Securities
                Act or the securities laws of any State or any other jurisdiction, and that the Certificate cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from such
                registration or qualification is available.

            5. The Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an owner of a Certificate or
                Certificates, as the case may be (each, a “Certificateholder”), in all respects as if it were a signatory thereto.  This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders present
                and future.

            

              
                Exhibit C-2

                
                  


              

              

            

            6. The Purchaser will not sell or otherwise transfer any portion of the Certificate or Certificates, except in compliance with Section 5.03 of the Pooling and Servicing
                Agreement.

            7. Check one of the following:**

            
              
                
                  	
                           

                        	
                          ☐

                        	
                          The Purchaser is a U.S. Tax Person (as defined below) and it has attached hereto an Internal Revenue Service (“IRS”) Form W‐9 (or successor form).

                        
	
                           

                        	
                           

                        	
                           

                        
	
                           

                        	
                          ☐

                        	
                          The Purchaser is not a U.S. Tax Person and under applicable law in effect on the date hereof, no taxes will be required to be withheld by the
                            Certificate Registrar (or its agent) with respect to distributions to be made on the Certificate.  The Purchaser has attached hereto [(i) a duly executed IRS Form W‐8BEN or IRS Form W-8BEN-E (or successor form, as applicable),
                            which identifies such Purchaser as the beneficial owner of the Certificate and states that such Purchaser is not a U.S. Tax Person, (ii) IRS Form W-8IMY (with all appropriate attachments) or (iii)]*** two duly executed copies of IRS Form W-8ECI (or successor form), which identify such
                            Purchaser as the beneficial owner of the Certificate and state that interest and original issue discount on the Certificate and Permitted Investments is, or is expected to be, effectively connected with a U.S. trade or
                            business.  The Purchaser agrees to provide to the Certificate Registrar updated [IRS Form W‐8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W‐8ECI, [as the case may be,]*** any applicable successor IRS forms, or such
                            other certifications as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification expires or becomes obsolete, or promptly after the occurrence of any event requiring a
                            change in the most recent IRS form of certification furnished by it to the Certificate Registrar.

                        
	 	 	 


                

                For purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent provided in applicable Treasury Regulations) or other entity created or
                organized in, or under the laws of, the United States, any State thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose income is subject to United
                States federal income tax regardless of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority to
                control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).

            

            
              

              
                ** Each Purchaser must include one of the two alternative certifications.

                
                  *** Does not apply to a transfer of Class R Certificates.

                   

                  

                  
                    
                      Exhibit C-3

                      
                        


                    

                    

                    

                  

                

              

            

                     8. Please make all payments due on the Certificates:****

             ☐     (a)           by wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:

               Bank: ________________________________________________________

               ABA #: _______________________________________________________

               Account #: ____________________________________________________

               Attention:_____________________________________________________

             

              ☐     (b)           by mailing a check or draft to the following address:

               

            

            ________________________________________________________

            ________________________________________________________

            ________________________________________________________

                 

            

            9. If the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership for U.S. federal income tax
                purposes), any interest in which is owned, directly or indirectly, through one or more partnerships, trusts or other pass-through entities by a Disqualified Non-U.S. Tax Person.

            
              	 	Very truly yours,

                    	 
	 	 	 
	 	 

                    	 
	 	[The Purchaser]

                    	 
	 	

                    	 
	 	 	 	 
	
                      

                      

                    	
                      By: 

                    	 

                    	 
	 	 	Name	 
	 	 	Title	 
	Dated:  ______________________	 	 	 


            

            
              
 

            **** Only to be filled out by Purchasers of Definitive Certificates. 
                Please select (a) or (b). For holders of the Definitive Certificates, wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance or Notional
                Amount, as applicable, of at least U.S. $5,000,000.

            

              
                Exhibit C-4

                
                  


              

              
              

              

            

            EXHIBIT D-1

            FORM OF TRANSFEREE AFFIDAVIT

            [Date]

            [CERTIFICATE REGISTRAR],

              as Certificate Registrar

            [ADDRESS]

             

            

            
              	
                       

                    	
                       Re:

                    	
                      [CERTIFICATE CAPTION] (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),

                        dated as of [DATE], by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [ASSET
                        REPRESENTATIONS REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor

                    


            

             

            STATE OF                      )

                                                    ) ss.:

                COUNTY OF                 )

            I, [______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
              true, correct and complete, and being first sworn, depose and say that:

            1. I am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.

            2. The Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment conduits (each, a “Trust
                  REMIC”) designated as the (i)  “Lower‐Tier REMIC”, (ii) “Upper‐Tier REMIC” and (iii) “[LOAN-SPECIFIC] Trust Subordinate Companion Loan REMIC”, respectively, relating to the Certificates for which an election is to
                be made under Section 860D of the Internal Revenue Code of 1986 (the “Code”).

            3. The Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring the Class R Certificates for the account of, or as
                agent or nominee of, or with a view to the transfer of direct or indirect record or beneficial ownership thereof, to a Disqualified Organization.  For the purposes hereof, a Disqualified Organization is any of the following:  (i) the United
                States, any State or political subdivision thereof, any possession of the United States or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a corporation if all of its activities are subject to
                tax and a majority of its board of directors is not selected by such governmental unit), (ii) a foreign government, any international organization or any agency or instrumentality of any of the foregoing, (iii) any organization which is
                exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on 

            
              
                Exhibit D-1-1

                
                  


              

              

              

              any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to the Class R Certificates (except certain farmers’ cooperatives described in
                Section 521 of the Code), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v) any other Person so designated by the Trustee or the Certificate Administrator based upon an Opinion of Counsel
                as provided to the Trustee or the Certificate Administrator (at no expense to the Trustee or the Certificate Administrator) that the holding of an Ownership Interest in a Class R Certificate by such Person may cause any Trust REMIC to fail
                to qualify as a REMIC at any time that the Certificates are outstanding or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that
                would not otherwise be imposed but for the Transfer of an Ownership Interest in a Class R Certificate to such Person.  The terms “United States,” “State” and “international organization” shall have the meanings set forth in Section 7701 of
                the Code or successor provisions.

            4. The Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances, on an agent for the
                transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.

            5. The Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is [__________].

            6. No purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.

            7. The Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an
                applicable income tax treaty, of the Purchaser or any other person.

            8.  Check the applicable paragraph:

            
              ☐            The present value of the anticipated tax liabilities associated with holding the Class R Certificate, as
                  applicable, does not exceed the sum of:          

              

            

            (i) the present value of any consideration given to the Purchaser to acquire such Class R Certificate;

            (ii)           the present value
                of the expected future distributions on such Class R Certificate; and

            (iii)          the present value
                of the anticipated tax savings associated with holding such Class R Certificate as the related Trust REMIC generates losses.

            For purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b)
              of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in
              the preceding two years and will compute its taxable income in the current taxable 

            
              
                Exhibit D-1-2

                
                  


              

              year using the alternative minimum tax rate) and (ii) present values are computed using a discount rate equal to the short‐term Federal rate prescribed by Section 1274(d) of the Code for the month of the
                transfer and the compounding period used by the Purchaser.

            

             ☐           The
                transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E‐1(c)(5) and (6) and, accordingly,

            (i) the Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E‐1(c)(6)(i), as to which income from the Class R Certificate will only
                be taxed in the United States;

            (ii)           at the time of the
                transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the
                meaning of U.S. Treasury Regulations Section 1.860E‐1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;

            (iii)          the Purchaser
                will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
                Treasury Regulations Section 1.860E-1(c)(5); and

            (iv)          the Purchaser
                determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including, but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment
                assumptions, tax rates and other factors specific to the Purchaser) that it has determined in good faith.

             ☐            None of
                the above.

            9. The Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser intends to pay taxes
                associated with holding the Class R Certificates as they become due.

            10.           The Purchaser
                understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated by such Certificate.

            11.          The Purchaser is
                aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and
                agreement in substantially the same form as this affidavit and agreement.  The Purchaser expressly agrees that it will not consummate any such transfer if it knows or believes that any representation contained in such affidavit and
                agreement is false.

            12.          The Purchaser
                represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to
                remain a Permitted Transferee.

            

              
                Exhibit D-1-3

                
                  


              

              

            

            13.          The Purchaser
                consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a
                Permitted Transferee.

            14.          The Purchaser has
                reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such
                provisions.

            15.           The Purchaser
                consents to the designation of the Certificate Administrator as the agent of the “tax matters person” and “partnership representative” of each Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.

            Capitalized terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.

            IN WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this
              ___day of _________, 20__.

             

            

            
              	
                      

                      

                    	
                      By: 

                    	 

                    	 
	 	 	Name	 
	 	 	Title	 
	 	 	 	 


            

            
              	
                      

                      

                    	
                      By: 

                    	 

                    	 
	 	 	Name	 
	 	 	Title	 
	 	 	 	 


            

            
              
                Exhibit D-1-4

                
                  


              

              

              

            

            On this ____ day of _______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly
              commissioned and sworn, personally appeared ______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument and to be _____________________________ and
              ___________________________, respectively, of the Purchaser, and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.

            
              
                	 	 	 	 	 
	
                        

                        

                      	 	 	
                         

                        

                      	 
	
                        

                        

                      	 	 	
                        NOTARY PUBLIC in and for the

                        

                      	 
	
                        

                        

                      	 	 	
                        State of  ______________________

                        

                      	 


              

              

            

            [SEAL]

            My Commission expires:

                

                _____________________________________

                 

            

            

            

            
              
                Exhibit D-1-5

                
                  


              

              
              

              

            

            EXHIBIT D-2

            FORM OF TRANSFEROR LETTER

            [Date]

            [CERTIFICATE REGISTRAR],

              as Certificate Registrar

            [ADDRESS]

            
              
                Re:    [CERTIFICATE CAPTION] (the “Certificates”)

              

            

            Ladies and Gentlemen:

            This letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)


              of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”).  The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated as
              of [DATE] (the “Pooling and Servicing Agreement”), by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [SPECIAL SERVICER], as Special Servicer,
              [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor.  All capitalized terms used but not otherwise defined herein shall have the respective meanings set
              forth in the Pooling and Servicing Agreement.  The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:

            (1) No purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will be to impede the assessment or
                collection of any tax.

            (2) The Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the Pooling and Servicing Agreement as Exhibit D-1. 


                The Transferor does not know or believe that any representation contained therein is false.

            

              
                Exhibit D-2-1

                
                  


              

              

              

            

            (3) The Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as contemplated by Treasury regulation
                Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the Transferee
                will not continue to pay its debts as they become due in the future.  The Transferor understands that the transfer of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor may continue to
                be liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.

            
              
                	 	Very truly yours,

                      	 
	 	 	 
	 	
                        
                          (Transferor)

                          

                        

                      	 
	 	

                      	 
	 	 	 	 
	
                        

                        

                      	
                        By: 

                      	 

                      	 
	 	 	Name	 
	 	 	Title	 
	 	 	 	 


              

            

            

          

          Exhibit D-2-2

            
              
                


            

            
            
              EXHIBIT E

              FORM OF REQUEST FOR RELEASE

                (for Custodian)

              	
                      Loan Information

                       

                      

                    
	 	
                      Name of Mortgagor:

                    	 
	 	
                      [Master Servicer]

                      [Special Servicer]

                      Loan No.:

                    	 
	
                      Custodian

                       

                      

                    
	 	
                      Name:

                    	
                      [CUSTODIAN]

                    
	 	
                      Address:

                    	
                      [ADDRESS]

                    
	 	
                      Custodian/Trustee

                      Mortgage File No.:

                    	 
	
                      Depositor

                       

                      

                    
	 	
                      Name:

                    	
                      [DEPOSITOR]

                    
	 	
                       

                      

                      Address:

                    	
                      
                         

                        

                        [ADDRESS]

                      

                    
	 	
                       

                      

                      Certificates:

                    	
                       

                      

                      [CERTIFICATE CAPTION]

                    


              The undersigned [Master Servicer] [Special Servicer] hereby requests delivery from [CUSTODIAN], as custodian
                (the “Custodian”) on behalf of [TRUSTEE], as trustee (the “Trustee”), for the Holders of [CERTIFICATE CAPTION], the documents referred to below (the “Documents”).  All capitalized terms not otherwise defined in this
                Request for Release shall have the meanings given them in the Pooling and Servicing Agreement dated as of [DATE], by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer,
                [TRUSTEE], as Trustee, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor (the “Pooling and Servicing Agreement”).

              

              

              	

                    	 ( )	
                      ___________________________

                    


              	

                    	 ( )	
                      ___________________________

                    


              	

                    	 ( )	
                      ___________________________

                    


              
                Exhibit E-1

                
                  


              

              

              

              	

                    	 ( )	
                      ___________________________

                    


              The undersigned [Master Servicer] [Special Servicer] hereby acknowledges and agrees as follows:

              (1)          The [Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee, solely for the purposes provided in the Pooling and Servicing Agreement.

              (2)          The [Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims, liens, security interests, charges, writs of attachment or other impositions nor shall the
                  [Master Servicer] [Special Servicer] assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise provided in the Pooling and Servicing Agreement.

              (3)          The [Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless the Mortgage Loans and the Trust Subordinate Companion Loan have been liquidated or the Mortgage
                  Loans and the Trust Subordinate Companion Loan have been paid in full and the proceeds thereof have been remitted to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.

              (4)          The Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer] [Special Servicer] shall at all times be earmarked for the account of the Trustee, and the
                  [Master Servicer] [Special Servicer] shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s] possession, custody or control.

               
                	 	[____________]	 
	 	 	 	 
	 	 	 	 
	
                         

                        

                      	
                        By: 

                      	  

                      	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


              

              Date:  _________

              

              

              
                Exhibit E-2

                
                  


              

              
              

              

              EXHIBIT F-1

              FORM OF ERISA REPRESENTATION

                LETTER REGARDING ERISA RESTRICTED CERTIFICATES

              [CERTIFICATE ADMINISTRATOR],

                as Certificate Administrator

              [ADDRESS]

              [DEPOSITOR]

                [ADDRESS]

              
                	
                        Re:

                      	
                        Transfer of [CERTIFICATE CAPTION]

                      


              

              Ladies and Gentlemen:

              The undersigned (the “Purchaser”) proposes to purchase US$[___] aggregate Certificate Balance in the
                [CERTIFICATE CAPTION], Class [E][F][NR] [[LOAN-SPECIFIC]] Certificates issued pursuant to that certain Pooling and Servicing Agreement dated as of [DATE] (the “Pooling and Servicing Agreement”), by and among [DEPOSITOR], as
                Depositor, [MASTER SERVICER], as Master Servicer, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS REVIEWER], as Asset Representations
                Reviewer, and [OPERATING ADVISOR], as Operating Advisor.  Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.

              In connection with such transfer, the undersigned hereby represents and warrants to you as follows:

              The Purchaser is not (a) an employee benefit plan or other plan subject to the fiduciary responsibility
                provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of
                ERISA) or other plan that is subject to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each a “Plan”) or (b) any person acting on behalf
                of any such Plan or using the assets of any such Plan (including any entity whose underlying assets include plan assets within the meaning of U.S. Department of Labor Regulation § 2510.3‐101, as modified by Section 3(42) of ERISA), other
                than an insurance company using the assets of its “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances whereby the purchase and
                holding of Certificates by such insurance company will be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III of PTCE 95‐60 (or, in the case of a Plan subject to Similar Law, where the purchase
                and holding of such Certificates will  not result in a non-exempt violation of applicable Similar Law).

              
                Exhibit F-1-1

                
                  


              

              

              

              IN WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of
                _____________, 20__.

              
                	 	Very truly yours, 

                      	 
	 	 	 
	 	   

                      	 
	 	[The Purchaser]	 
	 	 	 	 
	 	 	 	 
	
                         

                        

                      	
                        By: 

                      	  

                      	 
	 	 	Name:	 
	 	 	Title:	 


              

              

              Date:  _________

              

              

              
                Exhibit F-1-2

                
                  


              

              
              

              

              EXHIBIT F-2

              FORM OF ERISA REPRESENTATION LETTER

                REGARDING CLASS [R] AND CLASS [ARD] CERTIFICATES

              [Date]

              [CERTIFICATE ADMINISTRATOR],

                as Certificate Administrator

              [ADDRESS]

              

              

              [Transferor]

              [______]

              [______]

              Attention:  [______]

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION]

                      


              

              Ladies and Gentlemen:

              The undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest in the [CERTIFICATE
                CAPTION], Class [R][ARD] Certificates (the “Class [R][ARD] Certificate”) issued pursuant to that certain Pooling and Servicing Agreement dated as of [DATE] (the “Pooling and Servicing Agreement”), by and among [DEPOSITOR], as
                Depositor, [MASTER SERVICER], as Master Servicer, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer
                and [OPERATING ADVISOR], as Operating Advisor.  Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.

              In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect
                to the Class [R][ARD] Certificate, the Purchaser is not (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or to
                Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject to any federal, state or local law that is, to a material extent,
                similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”) or (b) any person acting on behalf of any such plan or using the assets of any such Plan (including any entity whose underlying assets
                include plan assets within the meaning of U.S. Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA) to purchase such Class [R][ARD] Certificate.

              
                Exhibit F-2-1

                
                  


              

              

              

              IN WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____,
                20__.

              
                
                  	 	Very truly yours, 

                        	 
	 	 	 
	 	   

                        	 
	 	[The Purchaser]	 
	 	 	 	 
	 	 	 	 
	
                           

                          

                        	
                          By: 

                        	  

                        	 
	 	 	Name:	 
	 	 	Title:	 


                

              

              

              

              

              
                Exhibit F-2-2

                
                  


              

              
              

              

              EXHIBIT G

              FORM OF STATEMENT TO CERTIFICATEHOLDERS

                

                

                [See Annex B to the Prospectus]

              

              

              

              

              
                Exhibit G-1

                
                  


              

              
              

              

              EXHIBIT H

              FORM OF OMNIBUS ASSIGNMENT

              [NAME OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for
                good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and conveys, without recourse, representation or warranty, express or implied, unto “[TRUSTEE], as
                Trustee for the registered holders of [CERTIFICATE CAPTION]” (the “Assignee”), having an office at [ADDRESS], its successors and assigns, all right, title and interest of the Assignor in and to:

              That certain mortgage and security agreement, deed of trust and security agreement, deed to secure debt and
                security agreement, or similar security instrument (the “Security Instrument”), and that certain Promissory Note (the “Mortgage Note”), for each of the Mortgage Loans and Trust Subordinate Companion Loan shown on the Mortgage
                Loan Schedule attached hereto as Exhibit B, and that certain assignment of leases and rents given in connection therewith and all of the Assignor’s right, title and interest in any claims, collateral, insurance policies,
                certificates of deposit, letters of credit, escrow accounts, performance bonds, demands, causes of action and any other collateral arising out of and/or executed and/or delivered in or to or with respect to the Security Instrument and the
                Mortgage Note, together with any other documents or instruments executed and/or delivered in connection with or otherwise related to the Security Instrument and the Mortgage Note.

              IN WITNESS WHEREOF, the Assignor has executed this instrument under seal to be effective as of the [__] day
                of [_____________], 20[__].

              
                	 	[NAME OF CURRENT ASSIGNOR]	 
	 	 	 	 
	 	 	 	 
	
                         

                        

                      	
                        By: 

                      	  

                      	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                

              

              

              

              

              
                Exhibit H-1

                
                  


              

              
              

              

              EXHIBIT I

              FORM OF TRANSFER CERTIFICATE

                FOR RULE 144A BOOK-ENTRY CERTIFICATE

                TO TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE

                DURING RESTRICTED PERIOD

              (Exchanges or transfers pursuant to

                Section 5.03(c) of the Pooling and Servicing Agreement)

              [CERTIFICATE REGISTRAR],

                as Certificate Registrar

              [ADDRESS]

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION], Class [__]

                      


              

              Reference is hereby made to the Pooling and Servicing Agreement dated as of [DATE] (the “Pooling and
                  Servicing Agreement”), by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [ASSET
                REPRESENTATIONS REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor.  Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.

              This letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__]
                Certificates (the “Certificates”) which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]) with the Depository in the name of [insert name of Transferor] (the “Transferor”). 




                The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______]) to be held with
                the Depository in the name of [Euroclear] [Clearstream]* (Common Code No. [______]).

              In connection with such request and in respect of such Certificates, the Transferor does hereby certify that
                such exchange or transfer has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S (“Regulation S”) under the Securities Act of
                1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify that:

              (1)          the offer of the Certificates was not made to a person in the United States;

              

              

              

              

              

              *          Select appropriate depository.

              
                Exhibit I-1

                
                  


              

              

              

              [(2)          at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed and believes that the transferee was outside the United States;]**

              [(2)          the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in
                  the United States;]**

              (3)          no “directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and

              (4)          the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

              We understand that this certificate is required in connection with certain securities laws of the United
                States.  In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any
                interested party in such proceeding.  This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer,
                the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.

              
                	 	[Insert Name of Transferor]	 
	 	 	 	 
	 	 	 	 
	
                         

                        

                      	
                        By: 

                      	  

                      	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                

              

              Dated:  _______

              cc:  [DEPOSITOR]

              

              

              

              **          Insert one of these two provisions,
                  which come from the definition of “offshore transaction” in Regulation S.

              
                Exhibit I-2

                
                  


              

              
              

              

              EXHIBIT J

              FORM OF TRANSFER CERTIFICATE

                FOR RULE 144A BOOK-ENTRY CERTIFICATE

                TO REGULATION S BOOK-ENTRY CERTIFICATE AFTER RESTRICTED PERIOD

              (Exchange or transfers pursuant to

                Section 5.03(d) of the Pooling and Servicing Agreement)

              [CERTIFICATE REGISTRAR],

                as Certificate Registrar

              [ADDRESS]

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION], Class [__]

                      


              

              Reference is hereby made to the Pooling and Servicing Agreement dated as of [DATE] (the “Pooling and
                  Servicing Agreement”), by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [ASSET
                REPRESENTATIONS REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor.  Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.

              This letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__]
                Certificates (the “Certificates”) which are held in the form of a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]) with the Depository in the name of [insert name of Transferor] (the “Transferor”). 




                The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Book-Entry Certificate of such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).

              In connection with such request and in respect of such Certificates, the Transferor does hereby certify that
                such exchange or transfer has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933,
                as amended (the “Securities Act”), and accordingly the Transferor does hereby certify that:

              (1)          the offer of the Certificates was not made to a person in the United States,

              [(2)          at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed and believes that the transferee was outside the United States,]*

              

              

              

              *          Insert one of these two provisions,
                  which come from the definition of “offshore transaction” in Regulation S.

              
                Exhibit J-1

                
                  


              

              

              

              [(2)          the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in
                  the United States,] *

              (3)          no “directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and

              (4)          the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

              We understand that this certificate is required in connection with certain securities laws of the United
                States.  In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any
                interested party in such proceeding.  This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer,
                the Special Servicer, the Asset Representations Reviewer and the Initial Purchasers.

              
                	 	[Insert Name of Transferor]	 
	 	 	 	 
	 	 	 	 
	
                         

                        

                      	
                        By: 

                      	  

                      	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                

              

              Dated:  ________

              cc:  [DEPOSITOR]

              
                Exhibit J-2

                
                  


              

              
              

              

              EXHIBIT K

              FORM OF TRANSFER CERTIFICATE

                FOR TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE

                TO RULE 144A BOOK-ENTRY CERTIFICATE DURING RESTRICTED PERIOD

              (Exchange or transfers pursuant to

                Section 5.03(e) of the Pooling and Servicing Agreement)

              [CERTIFICATE REGISTRAR],

                as Certificate Registrar

              [ADDRESS]

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION], Class [__]

                      


              

              Reference is hereby made to the Pooling and Servicing Agreement dated as of [DATE] (the “Pooling and
                  Servicing Agreement”), by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [ASSET
                REPRESENTATIONS REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor.  Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.

              This letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__]
                Certificates (the “Certificates”) which are held in the form of a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in the name of [insert name of transferor] (the “Transferor”).  The Transferor has requested an exchange or
                transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).

              In connection with such request, and in respect of such Certificates, the Transferor does hereby certify
                that such Certificates are being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes
                is purchasing the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any such account is a “qualified institutional buyer” within
                the meaning of Rule 144A in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.

              We understand that this certificate is required in connection with certain securities laws of the United
                States.  In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we

              

              

              

              *          Select appropriate depository.

              
                Exhibit K-1

                
                  


              

              

              

              irrevocably authorize you to produce this certificate to any interested party in such proceeding.  This certificate and the
                statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the
                Initial Purchasers.

              
                	 	[Insert Name of Transferor]	 
	 	 	 	 
	 	 	 	 
	
                         

                        

                      	
                        By: 

                      	  

                      	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                

              

              Dated:  _______

              cc:  [DEPOSITOR]

              
                Exhibit K-2

                
                  


              

              
              

              

              EXHIBIT L

              FORM OF TRANSFER CERTIFICATE

                FOR TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE

                TO REGULATION S BOOK-ENTRY CERTIFICATE AFTER RESTRICTED PERIOD

              (Exchanges pursuant to

                Section 5.03(f) of the Pooling and Servicing Agreement)

              [CERTIFICATE REGISTRAR],

                as Certificate Registrar

              [ADDRESS]

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION], Class [__]

                      


              

              Reference is hereby made to the Pooling and Servicing Agreement dated as of [DATE] (the “Pooling and
                  Servicing Agreement”), by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [ASSET
                REPRESENTATIONS REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor.  Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.

              [For purposes of acquiring a beneficial interest in a Regulation S Book-Entry Certificate of the Class
                specified above after the expiration of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Book-Entry Certificate of the Class specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Book-Entry Certificate of the Class specified above issued under the Pooling and Servicing Agreement certifies that it is not a U.S.
                Person as defined by Regulation S under the Securities Act of 1933, as amended.

              We undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your
                corresponding certification relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such date, and in the absence of any such notification it may be assumed
                that this certification applies as of such date.

              

              

              

              *          Select, as applicable.

              
                Exhibit L-1

                
                  


              

              

              

              We understand that this certificate is required in connection with certain securities laws of the United
                States.  In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any
                interested party in such proceeding.  This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
                the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.

              
                	 	Dated:  ______________	 
	 	 	 	 
	 	 	 	 
	
                         

                        

                      	
                        By: 

                      	  

                      	 
	 	 	
                        as, or as agent for, the holder of a beneficial 

                        interest in the Certificates to which this 

                        certificate relates.

                      	 
	 	 	 	 


                

              

              
                Exhibit L-2

                
                  


              

              
              

              

              EXHIBIT M

              FORM OF TRANSFER CERTIFICATE

                FOR NON-BOOK ENTRY CERTIFICATE

                TO TEMPORARY REGULATION S BOOK-ENTRY CERTIFICATE

              (Exchanges or transfers pursuant to

                Section 5.03(g) of the Pooling and Servicing Agreement)

              [CERTIFICATE REGISTRAR],

                as Certificate Registrar

              [ADDRESS]

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION], Class [__]

                      


              

              Reference is hereby made to the Pooling and Servicing Agreement dated as of [DATE] (the “Pooling and
                  Servicing Agreement”), by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [ASSET
                REPRESENTATIONS REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor.  Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.

              This letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__]
                Certificates (the “Certificates”) which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor] (the “Transferor”).  The Transferor has requested an
                exchange or transfer of such Non-Book Entry Certificates for a beneficial interest in the Temporary Regulation S Book-Entry Certificate of such Class (CINS No. [______] and ISIN No. [______]) to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.

              In connection with such request, and in respect of such Certificates, the Transferor does hereby certify
                that such exchange or transfer has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S (“Regulation S”) under the Securities Act
                of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify that:

              (1)          the offer of the Certificates was not made to a person in the United States;

              [(2)          at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed and believes that the transferee was outside the United States;]**

              

              

              

              *          Select appropriate depository.

              **          Insert one of these two provisions,
                  which come from the definition of “offshore transaction” in Regulation S.

              
                Exhibit M-1

                
                  


              

              

              

              [(2)          the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in
                  the United States;] **

              (3)          no “directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and

              (4)          the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

              We understand that this certificate is required in connection with certain securities laws of the United
                States.  In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any
                interested party in such proceeding.  This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
                the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.

              
                	 	[Insert Name of Transferor]	 
	 	 	 	 
	 	 	 	 
	
                         

                        

                      	
                        By: 

                      	  

                      	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                

              

              Dated:  ________

              cc:  [DEPOSITOR]

              
                Exhibit M-2

                
                  


              

              
              

              

              EXHIBIT N

              FORM OF TRANSFER CERTIFICATE

                 FOR NON-BOOK ENTRY CERTIFICATE

                TO REGULATION S BOOK-ENTRY CERTIFICATE

              (Exchange or transfers pursuant to

                Section 5.03(g) of the Pooling and Servicing Agreement)

              [CERTIFICATE REGISTRAR],

                as Certificate Registrar

              [ADDRESS]

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION], Class [__]

                      


              

              Reference is hereby made to the Pooling and Servicing Agreement dated as of [DATE] (the “Pooling and
                  Servicing Agreement”), by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [ASSET
                REPRESENTATIONS REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor.  Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.

              This letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__]
                Certificates (the “Certificates”) which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor] (the “Transferor”).  The Transferor has requested an
                exchange or transfer of such Non-Book Entry Certificates for a beneficial interest in the Regulation S Book-Entry Certificate (CINS No. [______], ISIN No. [______], and Common Code No. [______]).

              In connection with such request, and in respect of such Certificates, the Transferor does hereby certify
                that such exchange or transfer has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement pursuant to and in accordance with Regulation S (“Regulation S”) under the Securities Act of
                1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify that:

              (1)          the offer of the Certificates was not made to a person in the United States,

              [(2)          at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed and believes that the transferee was outside the United States,]*

              

              

              

              *          Insert one of these two provisions,
                  which come from the definition of “offshore transaction” in Regulation S.

              
                Exhibit N-1

                
                  


              

              

              

              [(2)          the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in
                  the United States,] *

              (3)          no “directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and

              (4)          the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

              We understand that this certificate is required in connection with certain securities laws of the United
                States.  In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any
                interested party in such proceeding.  This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
                the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.

              
                	 	[Insert Name of Transferor]	 
	 	 	 	 
	 	 	 	 
	
                         

                        

                      	
                        By: 

                      	  

                      	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                

              

              Dated:  _______

              cc:  [DEPOSITOR]

              
                Exhibit N-2

                
                  


              

              
              

              

              EXHIBIT O

              FORM OF TRANSFER CERTIFICATE

                FOR NON-BOOK ENTRY CERTIFICATE

                TO RULE 144A BOOK-ENTRY CERTIFICATE

              (Exchange or transfers pursuant to

                Section 5.03(g) of the Pooling and Servicing Agreement)

              [CERTIFICATE REGISTRAR],

                as Certificate Registrar

              [ADDRESS]

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION], Class [__]

                      


              

              Reference is hereby made to the Pooling and Servicing Agreement dated as of [DATE] (the “Pooling and
                  Servicing Agreement”), by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [ASSET
                REPRESENTATIONS REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor.  Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.

              This letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__]
                Certificates (the “Certificates”) which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor] (the “Transferor”).  The Transferor has requested an
                exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Book-Entry Certificate of such Class (CUSIP No. [______]).

              In connection with such request, and in respect of such Certificates, the Transferor does hereby certify
                that such Certificates are being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes
                is purchasing the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any such account is a “qualified institutional buyer” within
                the meaning of Rule 144A in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.

              
                Exhibit O-1

                
                  


              

              

              

              We understand that this certificate is required in connection with certain securities laws of the United
                States.  In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any
                interested party in such proceeding.  This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
                the Operating Advisor, the Asset Representations Reviewer and the Initial Purchasers.

              
                	 	[Insert Name of Transferor]	 
	 	 	 	 
	 	 	 	 
	
                         

                        

                      	
                        By: 

                      	  

                      	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                

              

              Dated:  _______

              cc:  [DEPOSITOR]

              
                Exhibit O-2

                
                  


              

              
              

              

              EXHIBIT P-1A

              FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY

              (FOR PERSONS OTHER THAN THE DIRECTING CERTIFICATEHOLDER AND/OR 

              A CONTROLLING CLASS CERTIFICATEHOLDER)

              [Date]

              [CERTIFICATE ADMINISTRATOR]

                [ADDRESS]

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION], Class Certificates

                      


              

              In accordance with the Pooling and Servicing Agreement, dated as of [DATE] (the “Pooling and Servicing
                  Agreement”), by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [ASSET
                REPRESENTATIONS REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:

              1.          The

                  undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder or the Risk Retention Consultation Party (or any investment advisor or manager or other representative of
                  the foregoing).

              2.          The

                  undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.

              3.          In
                  the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the undersigned has received a copy of the Prospectus.

              4.          The undersigned is not a Borrower Party.

              5.          The

                  undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule
                  attached hereto (also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement].  In consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will
                  keep the Information confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such
                  governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written consent of the Trustee or the Certificate Administrator, be otherwise disclosed by the
                  undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided,

              
                Exhibit P-1A-1

                
                  


              

              

              

              however, that the obligations of the undersigned to keep any such Information confidential shall expire one year
                following the date that the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced
                above.  The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of
                1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.

              6.          The

                  undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special
                  Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.

              7.          The

                  undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or
                  verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.

              8.          Capitalized

                  terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.

              BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have
                caused its name to be signed hereto by its duly authorized signatory, as of the date certified.

              

              

              
                Exhibit P-1A-2

                
                  


              

              
              

              

              EXHIBIT P-1B

              FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY

                (FOR THE DIRECTING CERTIFICATEHOLDER AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)

              [Date]

              [SERVICER ADDRESS]

                [OPERATING ADVISOR ADDRESS]

                [CERTIFICATE ADMINISTRATOR ADDRESS]

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION], Class Certificates

                      


              

              In accordance with the Pooling and Servicing Agreement, dated as of [DATE] (the “Pooling and Servicing
                Agreement”), by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [ASSET REPRESENTATIONS
                REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:

              1.          The

                  undersigned is [the Directing Certificateholder][a Controlling Class Certificateholder].

              2.          The

                  undersigned has received a copy of the Prospectus.

              3.          The undersigned is not a Borrower Party.

              4.          The

                  undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule
                  attached hereto (also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement].  In consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will
                  keep the Information confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such
                  governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written consent of the Trustee or the Certificate Administrator, be otherwise disclosed by the
                  undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that the obligations
                  of the undersigned to keep any such Information confidential shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder, a
                  beneficial owner or prospective purchaser of the Class of Certificates referenced above.  The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of
                  1933, as amended (the “Securities Act”), or the Securities Exchange Act

              
                Exhibit P-1B-1

                
                  


              

              

              

              of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the
                Securities Act.

              5.          The

                  undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special
                  Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.

              6.          At
                  any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall deliver
                  to the applicable parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.

              7.          The

                  undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or
                  verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.

              8.          [For use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of this certification in [paper][electronic
                  click-through] form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable Information provider listed above [(a) by overnight courier or (b) mailed by registered mail, postage
                  prepaid].

              9.          Capitalized

                  terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.

              BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or
                shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.

              

              

              
                Exhibit P-1B-2

                
                  


              

              
              

              

              EXHIBIT P-1C

              FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY

                (FOR PERSONS OTHER THAN THE DIRECTING CERTIFICATEHOLDER, A CONTROLLING CLASS CERTIFICATEHOLDER AND/OR THE RISK RETENTION CONSULTATION PARTY)

              [Date]

              [SERVICER ADDRESS]

              [CERTIFICATE ADMINISTRATOR ADDRESS]

              
                	
                         

                        

                        Re:

                      	
                         

                        

                        [CERTIFICATE CAPTION], Class Certificates

                      


              

              In accordance with the Pooling and Servicing Agreement, dated as of [DATE] (the “Pooling and Servicing
                Agreement”), by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [ASSET REPRESENTATIONS
                REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:

              1.          The

                  undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion Holder (or any investment advisor or manager or other representative of the foregoing).

              2.          The

                  undersigned is neither the Directing Certificateholder nor a Controlling Class Certificateholder.

              3.          In
                  the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the undersigned has received a copy of the Prospectus.

              4.          The undersigned is a Borrower Party.

              5.          The

                  undersigned is requesting access to the Distribution Date Statements pursuant to the Pooling and Servicing Agreement.  In consideration of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the
                  undersigned will keep the Distribution Date Statements confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys,
                  and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Distribution Date Statements will not, without the prior written consent of the Trustee or Certificate Administrator,
                  be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however,
                  that the obligations of the undersigned to keep any such Distribution Date Statements confidential shall expire one year following the date that the undersigned receives such Distribution Date

              
                Exhibit P-1C-1

                
                  


              

              

              

              Statements (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or
                prospective purchaser of the Class of Certificates referenced above.  The undersigned will not use or disclose the Distribution Date Statements in any manner which could result in a violation of any provision of the Securities Act of 1933,
                as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.

              6.          The

                  undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special
                  Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.

              7.          The

                  undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statements on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to
                  monitor, determine or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.

              8.          Capitalized

                  terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.

              BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or
                shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.

              

              

              
                Exhibit P-1C-2

                
                  


              

              
              

              

              EXHIBIT P-1D

              FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY

                (FOR THE DIRECTING CERTIFICATEHOLDER, A CONTROLLING CLASS CERTIFICATEHOLDER AND/OR THE RISK RETENTION CONSULTATION PARTY)

              [Date]

              [SERVICER ADDRESS]

                [CERTIFICATE ADMINISTRATOR ADDRESS]

                [OPERATING ADVISOR ADDRESS]

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION], Class Certificates

                      


              

              In accordance with the Pooling and Servicing Agreement, dated as of [DATE] (the “Pooling and Servicing
                Agreement”), by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [ASSET REPRESENTATIONS
                REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:

              1.          The

                  undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder][the Risk Retention Consultation Party].

              2.          The undersigned is a Borrower Party with respect to the following [Excluded Loan][Excluded Controlling Class Loan][Loan](s):

              [IDENTIFY [EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN](S)] (the “[Excluded Loan][Excluded




                  Controlling Class Loan](s)”)

              The undersigned is not a Borrower Party with respect to any other Mortgage Loan.

              3.          The

                  undersigned has received a copy of the Prospectus.

              4.          [[FOR PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY:  ]Except with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the
                  Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”)
                  pursuant to the provisions of the Pooling and Servicing Agreement].  In consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such
                  outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the
                  undersigned is subject), and such Information will

              
                Exhibit P-1D-1

                
                  


              

              

              

              not, without the prior written consent of the Trustee or the Certificate Administrator, be otherwise disclosed by the
                undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part; provided, however, that the obligations of the
                undersigned to keep any such Information confidential shall expire one year following the date that the undersigned receives such Information (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial
                owner or prospective purchaser of the Class of Certificates referenced above.  The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as
                amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.]

              5.          [[FOR PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY:  ]The undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
                  in the Pooling and Servicing Agreement) relating to the [Excluded Loan][Excluded Controlling Class Loan](s) to the extent the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise
                  receives access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.]

              6.          The

                  undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special
                  Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.

              7.          [[FOR PARTIES OTHER THAN THE RISK RETENTION CONSULTATION PARTY:  ]To the extent the undersigned receives access to any Excluded Information on the Certificate
                  Administrator’s Website or otherwise receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly provide any such Excluded Information to (A) the related
                  Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of the undersigned or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related
                  Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and
                  procedures in place in order to comply with the obligations described in clause (i) above.]

              8.          The

                  undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or
                  verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.

              9.          The

                  undersigned hereby certifies that an executed copy of this certification in [paper][electronic click-through][[for use by the initial Controlling Class Certificateholder]

              
                Exhibit P-1D-2

                
                  


              

              

              

              PDF] form has been delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to the applicable
                Information provider listed above [(a) by overnight courier, (b) mailed by registered mail, postage prepaid or (c) [for use by the initial Controlling Class Certificateholder] electronic mail].

              10.          Capitalized

                  terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.

              BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or
                shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.

              

              

              
                Exhibit P-1D-3

                
                  


              

              
              

              

              EXHIBIT P-1E

              FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER

              [Date]

              [SERVICER ADDRESS]

                [CERTIFICATE ADMINISTRATOR ADDRESS]

                [OPERATING ADVISOR ADDRESS]

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION], Class Certificates

                      


              

              THIS NOTICE IDENTIFIES AN “[EXCLUDED LOAN][EXCLUDED CONTROLLING CLASS LOAN]” RELATING TO THE [CERTIFICATE
                CAPTION] REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.13(b) OF THE POOLING AND SERVICING AGREEMENT.

              In accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the
                above-referenced certificates (the “Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:

              1.          The

                  undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder] as of the date hereof.

              2.          The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded Loan][Excluded Controlling Class Loan](s)”):

              	
                      Loan Number

                    	
                      ODCR

                    	
                      Loan Name

                    	
                      Borrower Name

                    
	 	 	 	 
	 	 	 	 
	 	 	 	 


              [[If applicable] For the avoidance of doubt, [each] of the foregoing loans is both an Excluded Loan and an
                Excluded Controlling Class Loan.]  The undersigned is not a Borrower Party with respect to any other Mortgage Loan. If the undersigned becomes a Borrower Party with respect to any other Mortgage Loan or
                  Whole Loan, the undersigned agrees to and shall deliver the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall
                  deliver to the applicable parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.

              3.          Except with respect to the [Excluded Loan][Excluded Controlling Class Loan](s), the undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”) on
                  the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement].  In
                  consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information

              
                Exhibit P-1E-1

                
                  


              

              

              

              confidential (except from such outside persons as are assisting it in making an evaluation in connection
                with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior
                written consent of the Trustee or the Certificate Administrator, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any
                manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep any such Information confidential shall expire one year following the date that the undersigned receives such
                Information (with respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates referenced above.  The undersigned will not use or disclose the
                Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any
                Certificate not previously registered pursuant to Section 5 of the Securities Act.

              4.          The undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined in the Pooling and Servicing Agreement) relating to the [Excluded
                  Loan][Excluded Controlling Class Loan](s) to the extent the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information in connection with
                  its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.

              5.          The undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master
                  Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its
                  Representatives.

              6.          To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, the undersigned shall be deemed to have
                  agreed that it (i) will not directly or indirectly provide any such Excluded Information to (A) the related Borrower Party, (B) any related Excluded Controlling Class Holder, (C) any employees or personnel of the undersigned or any of its
                  Affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related
                  Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above.

              7.          The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation
                  to monitor, determine or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the Certificate Administrator’s Website.

              
                Exhibit P-1E-2

                
                  


              

              

              

              8.          [[For use by parties other than the initial Directing Certificateholder] The undersigned hereby certifies that an executed copy of this certification in paper form has been
                  delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.]  [[For use by the initial Directing Certificateholder] The undersigned hereby certifies that an executed copy of this certification in PDF form has been delivered in accordance with the terms of the Pooling and Servicing
                  Agreement to each of the addressees listed above by electronic mail.]

              9.          The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit P-1F to the Pooling and Servicing Agreement, requesting termination of access to any Excluded
                  Information.  The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s Website
                  unless and until it has (i) delivered notice of the termination of the related Excluded Controlling Class Holder status and (ii) submitted a new investor certification in accordance with Section 3.13(b) of the Pooling and Servicing
                  Agreement.

              10.          The undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters, the Initial Purchasers and the Trust Fund from any damage, loss, cost or liability (including
                  legal fees and expenses and the cost of enforcing this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative or person acting on its behalf of any Excluded
                  Information relating to the [Excluded Loan][Excluded Controlling Class Loan](s) listed in Paragraph 2 above.

              11.          Capitalized terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.

              BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or
                shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.

              
                	 	[Directing Certificateholder][Holder of the 

                      	 
	 	 	
                        majority of the Controlling 

                        Class][Controlling Class Certificateholder] 

                        

                      	 
	 	 	 	 
	 	 	 	 
	
                         

                        

                      	
                        By: 

                      	  

                      	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                

              

              Dated:  _______________________ 
              cc: [DEPOSITOR]

              

              

              
                Exhibit P-1E-3

                
                  


              

              
              

              

              EXHIBIT P-1F

              FORM OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER TO CERTIFICATE ADMINISTRATOR

              [Date]

              [CERTIFICATE ADMINISTRATOR ADDRESS]

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION], Class Certificates

                      


              

              In accordance with Section 3.13(b) of the Pooling and Servicing Agreement, with respect to the
                above-referenced certificates (the “Certificates”), the undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:

              1.          The

                  undersigned is [the Directing Certificateholder][the Holder of the majority of the Controlling Class][a Controlling Class Certificateholder] as of the date hereof.

              2.          The undersigned has become a Borrower Party with respect to the following [Mortgage Loan(s)] [and] [Whole Loan(s)] (the “[Excluded Loan][Excluded Controlling Class Loan] (s)”):

              	
                      Loan Number

                    	
                      ODCR

                    	
                      Loan Name

                    	
                      Borrower Name

                    
	 	 	 	 
	 	 	 	 
	 	 	 	 


              3.          The following USER IDs for CTSLink are affiliated with the undersigned and access to any information on the Certificate Administrator’s Website with respect to the [CERTIFICATE CAPTION] securitization should be revoked as to such
                  users:

               
                	
                         

                      	
                         

                      	
                         

                      
	 	 	 
	 	 	 
	 	 	 


              

              4.          The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect to such [Excluded Loan][Excluded Controlling Class Loan](s) on the Certificate Administrator’s
                  Website unless and until it (i) is no longer an Excluded Controlling Class Holder with respect to such [Excluded Loan][Excluded Controlling Class Loan](s), (ii) has delivered notice of the termination of the related Excluded Controlling
                  Class Holder status and (iii) has submitted an investor certification in the form of Exhibit P-1B to the Pooling and Servicing Agreement.

              
                Exhibit P-1F-1

                
                  


              

              

              

              5.          Capitalized terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.

              BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or
                shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.

              
                	 	[Directing Certificateholder][Holder of the 

                      	 
	 	 	
                        majority of the Controlling 

                        Class][Controlling Class Certificateholder] 

                        

                      	 
	 	 	 	 
	 	 	 	 
	
                         

                        

                      	
                        By: 

                      	  

                      	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                

              

              

              Dated:  _______________________

              cc: [DEPOSITOR]

              The undersigned hereby acknowledges that

                access to CTSLink has been revoked for

                the users listed in Paragraph 3.

              [CERTIFICATE ADMINISTRATOR],

              Certificate Administrator

              By:  _____________________________

                Name:

                Title:

              

              

              
                Exhibit P-1F-2

                
                  


              

              
              

              

              EXHIBIT P-1G

              FORM OF CERTIFICATION OF THE DIRECTING CERTIFICATEHOLDER

              [Date]

              [SERVICER ADDRESS]

                [CERTIFICATE ADMINISTRATOR ADDRESS]

                [OPERATING ADVISOR ADDRESS]

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION], Class Certificates

                      


              

              In accordance with Section 3.23 of the Pooling and Servicing Agreement, the undersigned hereby certifies and
                agrees as follows:

              1.          The

                  undersigned has been appointed to act as the Directing Certificateholder.

              2.          The undersigned is not a Borrower Party.

              3.          If
                  the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver the certification attached as Exhibit P-1D to the Pooling and Servicing Agreement and shall
                  deliver to the applicable parties the notices attached as Exhibit P-1E and Exhibit P-1F to the Pooling and Servicing Agreement.

              4.          [For use with any party other than the initial Directing Certificateholder]The undersigned hereby certifies that an executed copy of this certification in paper form has been
                  delivered in accordance with the notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.

              5.          [If the undersigned or its parent entity primarily operate under an identity other than that of the undersigned and the affiliation of such identity with the undersigned is not
                    reasonably evident from the undersigned name]The undersigned or its parent entity primarily operates under the identity __________________________.  The directing holder is __________________________.

              6.          The

                  undersigned hereby acknowledges that the Certificate Administrator will provide the information provided in item 5 above on its Distribution Date Statement.

              7.          Capitalized

                  terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.

              
                Exhibit P-1G-1

                
                  


              

              

              

              BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have
                caused its name to be signed hereto by its duly authorized signatory, as of the date certified.

              
                	 	[Directing Certificateholder]	 
	 	 	 	 
	 	 	 	 
	
                         

                        

                      	
                        By: 

                      	  

                      	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                

              

              

              Dated:  _______________________

              cc: [DEPOSITOR]

              

              

              

              

              
                Exhibit P-1G-2

                
                  


              

              
              

              

              EXHIBIT P-2

              FORM OF CERTIFICATION FOR NRSROs

              [Date]

              [CERTIFICATE ADMINISTRATOR]

                [ADDRESS]

              
                	
                        Attention:  

                        

                      	[CERTIFICATE CAPTION]___________________________________________________

                      


              

              
                 

              

              In accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing
                Agreement, dated as of [DATE] (the “Pooling and Servicing Agreement”), by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE
                ADMINISTRATOR], as Certificate Administrator, [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor, with respect to the certificates (the “Certificates”), the undersigned
                hereby certifies and agrees as follows:

              
                	
                         

                        

                        1.

                      	
                         

                        

                        The undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates; or

                      


              

              
                	
                         

                        

                        2.

                      	
                         

                        

                        The undersigned, a Nationally Recognized Statistical Rating Organization (“NRSRO”);

                      


              

              a.          has provided the
                  Depositor with the appropriate certifications under Exchange Act 17g-5(e);

              b.          has access to the
                  Depositor's 17g-5 website; and

              c.           agrees that any
                  confidentiality agreement applicable to the undersigned with respect to information obtained from the Depositor's 17g-5 website shall also be applicable to information obtained from the 17g-5 Information Provider's Website.

              The undersigned shall be deemed to have recertified to the provisions herein each time it accesses the
                Information on the Certificate Administrator’s Website and the 17g‐5 Information Provider’s Website.

              Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the
                Pooling and Servicing Agreement.

              BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have
                caused its name to be signed hereto by its duly authorized signatory, as of the date certified.

              

              

              
                Exhibit P-2-1

                
                  


              

              
              

              

              EXHIBIT P-3

              ONLINE MARKET DATA PROVIDER CERTIFICATION

              [CERTIFICATE ADMINISTRATOR]

                [ADDRESS]

              
                
                  	
                          Attention:  

                          

                        	[CERTIFICATE CAPTION]___________________________________________________

                        


                

              

              
                 

              

              This Certification has been prepared for provision of information to the market data providers
                  listed in Paragraph 1 below pursuant to the direction of the Depositor.  If you represent a Market Data Provider not listed herein and would like access to the information, please contact [CONTACT].

                

              

              In accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing
                Agreement, dated as of [DATE] (the “Pooling and Servicing Agreement”), by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE
                ADMINISTRATOR], as Certificate Administrator, [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor, with respect to the above-referenced certificates (the “Certificates”),
                the undersigned hereby certifies and agrees as follows:

              
                	
                         

                        

                        1.

                      	
                         

                        

                        The undersigned is an employee or agent of Bloomberg L.P., Intex Solutions, Inc., Trepp, LLC, BlackRock Financial Management Inc., Interactive Data Corp., CMBS.com, Inc., MBS Data,
                          LLC, Markit Group, Moody’s Analytics or Thompson Reuters, a market data provider that has been given access to the Statements to Certificateholders, CREFC®
                          Reports and supplemental notices on www.ctslink.com (“CTSLink”) by request of the Depositor.

                         

                        

                      


              

              
                	
                        2.

                      	
                        The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified that the representation above remains true and correct.

                         

                        

                      


              

              
                	
                        3.

                      	
                        The undersigned acknowledges and agrees that the provision to it of information and/or reports on CTSLink is for its own use only, and agrees that it will not disseminate or
                          otherwise make such information available to any other person without the written consent of the Depositor.

                         

                        

                      


              

              
                	
                        4.

                      	
                        The undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the
                          Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach
                          by the undersigned or any of its Representatives.

                      


              

              
                Exhibit P-3-1

                
                  


              

              

              

              
                	
                        5.

                      	
                        Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.

                      


              

              

              

              BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have
                caused its name to be signed hereto by its duly authorized signatory, as of the date certified.

              

              

              
                Exhibit P-3-2

                
                  


              

              
              

              

              EXHIBIT Q

              CUSTODIAN CERTIFICATION/EXCEPTION REPORT

              [Date]

              To the Persons Listed on the attached Schedule A

              
                	
                         

                        

                        Re:

                      	
                         

                        

                        [CERTIFICATE CAPTION]

                      


              

              

              

              Ladies and Gentlemen:

              In accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of [DATE] (the “Pooling
                  and Servicing Agreement”), by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [TRUSTEE], as Trustee,
                [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor, the undersigned, as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as to each
                Mortgage Loan and the Trust Subordinate Companion Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan or the Trust Subordinate Companion Loan paid in full or for which a Liquidation Event has occurred) the Custodian has,
                subject to Section 2.02(e) of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant to Section 2.01 of the Pooling and Servicing Agreement and has determined that (i) all documents specified in clauses (i)
                through (v), (ix) through (xiii), (xv) and (xvi) (or, with respect to clause (xvi), a copy of such letter of credit and the required officer’s certificate), if any, of the definition of “Mortgage File,” as applicable, with respect to the
                Mortgage Loans or Trust Subordinate Companion Loan are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Seller have been reviewed by it or by a Custodian on its behalf and appear
                regular on their face and appear to be executed and to relate to such Mortgage Loan and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the
                items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule” is correct.

              Capitalized words and phrases used herein shall have the respective meanings assigned to them in the
                above-captioned Pooling and Servicing Agreement.

              
                	 	[CUSTODIAN],

                                as Custodian	 
	 	 	 	 
	 	 	 	 
	
                         

                        

                      	
                        By: 

                      	  

                      	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


              

              

              

              

              
                Exhibit Q-1

                
                  


              

              

              

              SCHEDULE A

              [APPLICABLE MORTGAGE LOAN SELLER]

                [ADDRESS]

              

              

              [DEPOSITOR]

                [ADDRESS]

                

                [RATING AGENCIES – REPEAT AS NECESSARY]

              

               [ADDRESS] 

              

               [SPECIAL SERVICER]

              [ADDRESS]

              [MASTER SERVICER]

                [ADDRESS]

              [CERTIFICATE ADMINISTRATOR]

                [ADDRESS]

              [TRUSTEE]

                [ADDRESS]

              

              

              

              

              
                Exhibit Q-2

                
                  


              

              
              EXHIBIT R-1

              FORM OF POWER OF ATTORNEY BY TRUSTEE

                FOR MASTER SERVICER

              RECORDING REQUESTED BY:

              [ADDRESS]

               

              

              
                


              SPACE ABOVE THIS LINE FOR RECORDER’S USE

              

              

              LIMITED POWER OF ATTORNEY

              KNOW ALL MEN BY THESE PRESENTS, that [TRUSTEE], a national banking association, incorporated and existing
                under the laws of the United States, having its usual place of business at [ADDRESS] as Trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement dated as of [DATE] (the “Agreement”) by and among [DEPOSITOR], as
                the Depositor, [MASTER SERVICER], as the master servicer (in such capacity, the “Master Servicer”), [SPECIAL SERVICER], as special servicer (the “Special Servicer”), [CERTIFICATE ADMINISTRATOR], as Certificate Administrator
                (in such capacity, the “Certificate Administrator”), the Trustee, and [OPERATING ADVISOR], as Operating Advisor (the “Operating Advisor”), and the Trustee hereby constitutes and appoints the Master Servicer, by and through the
                Master Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all mortgage loans (the “Mortgage Loans”) and Trust Subordinate
                Companion Loan serviced by the Master Servicer and all properties (“Mortgaged Properties”) administered by the Master Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all documents
                customarily and reasonably necessary and appropriate to effectuate the enumerated transactions described in items 1 through 12 below with respect to the Mortgage Loans, the Trust Subordinate Companion Loan and Mortgaged Properties;
                provided, however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted under the Agreement.  Capitalized terms used herein and not otherwise defined
                herein have the meanings set forth in the Agreement.

              
                

                

                
                  1.   The endorsement on behalf of the Trustee of all checks,
                    drafts and/or other negotiable instruments made payable to the Trustee and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan (or Trust Subordinate Companion Loan).

                

              

              
                

                

                
                  2.   The modification or re-recording of a Mortgage or deed of
                    trust, where said modification or re-recording is solely for the purpose of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct title errors discovered after such title
                    insurance was issued; provided that (i) said modification or re-recording, in either instance, does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions of the
                    Agreement.

                

              

              
                Exhibit R-1-1

                
                  


              

              

              

              
                
                  3.   The subordination of the lien of a Mortgage or deed of trust
                    to an easement in favor of a public utility company of a government agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases, partial reconveyances or
                    the execution or requests to trustees to accomplish same.

                

              

              
                

                

                
                  4.   The conveyance of the properties to the mortgage insurer, or
                    the closing of the title to the property to be acquired as real estate owned, or conveyance of title to real estate owned.

                

              

              
                

                

                
                  5.   The completion of loan assumption agreements.

                

              

              
                

                

                
                  6.   The full satisfaction/release of a Mortgage or deed of trust
                    or full conveyance upon payment and discharge of all sums secured thereby, including, without limitation, cancellation of the related Mortgage Note.

                

              

              
                

                

                
                  7.   The assignment of any Mortgage or deed of trust and the
                    related Mortgage Note, in connection with the repurchase of the mortgage loan secured and evidenced thereby.

                

              

              
                

                

                
                  8.   The full assignment of a Mortgage or deed of trust upon
                    payment and discharge of all sums secured thereby in conjunction with the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.

                

              

              
                

                

                
                  9.   The full enforcement of and preservation of the Trustee’s
                    interests in the Mortgage Notes, Mortgages or deeds of trust, and in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure, or the completion of judicial or non-judicial
                    foreclosure or the termination, cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation or rescission of any
                    such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy proceedings, including, without limitation, any and all of the following acts:

                

              

              
                	
                         

                        

                        a.

                      	
                        
                           

                          

                          the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the deed of trust;

                           

                          

                        

                      


              

              
                	
                        b.

                      	
                        the preparation and issuance of statements of breach or non-performance;

                         

                        

                      


              

              
                	
                        c.

                      	
                        the preparation and filing of notices of default and/or notices of sale;

                         

                        

                      


              

              
                	
                        d.

                      	
                        the cancellation/rescission of notices of default and/or notices of sale;

                         

                        

                      


              

              
                	
                        e.

                      	
                        the taking of deed in lieu of foreclosure;

                         

                        

                      


              

              
                	
                        f.

                      	
                        the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;

                         

                        

                      


              

              
                Exhibit R-1-2

                
                  


              

              

              

              
                	
                        g.

                      	
                        the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction actions or proceedings;

                         

                        

                      


              

              
                	
                        h.

                      	
                        the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but not limited to appearing on behalf of the Trustee in
                          quiet title actions; and

                         

                        

                      


              

              
                	
                        i.

                      	
                        the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms of the Mortgage, deed of trust or state law to
                          expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.

                      


              

              
                

                

                
                  10. With respect to the sale of property acquired through a
                    foreclosure or deed-in lieu of foreclosure, including, without limitation, the execution of the following documentation:

                

              

              
                	
                         

                        

                        a.

                      	
                         

                        

                        listing agreements;

                         

                        

                      


              

              
                	
                        b.

                      	
                        purchase and sale agreements;

                         

                        

                      


              

              
                	
                        c.

                      	
                        grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase same;

                         

                        

                      


              

              
                	
                        d.

                      	
                        escrow instructions; and

                         

                        

                      


              

              
                	
                        e.

                      	
                        any and all documents necessary to effect the transfer of property.

                         

                        

                      


              

              
                

                

                
                  11. The modification or amendment of escrow agreements
                    established for repairs to the Mortgaged Property or reserves for replacement of personal property.

                

              

              
                

                

                
                  12. The execution and delivery of the following:

                

              

              
                	
                         

                        

                        a.

                      	
                         

                        

                        any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by the Mortgage, deed of trust or other security
                          document in the related Mortgage File or the related Mortgaged Property and other related collateral;

                         

                        

                      


              

              
                	
                        b.

                      	
                        any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full defeasance, and all other comparable instruments; and

                         

                        

                      


              

              
                	
                        c.

                      	
                        any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers, consents to any subordinate financings to be
                          secured by any related Mortgaged Property, consents to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds of insurance policies or
                          condemnation awards to the restoration of the related Mortgaged Property or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties (including
                          agreements and requests by any borrower with respect to modifications of the standards of operation and management of such Mortgaged Properties or the replacement of asset

                         

                        

                      


              

              
                Exhibit R-1-3

                
                  


              

              

              

              managers), documents exercising any or all of the rights, powers and privileges granted or provided to the
                holder of any Mortgage Loan (or Trust Subordinate Companion Loan, as applicable) under the related loan documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, any
                easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties, instruments relating to the custody of any collateral that now secures or hereafter may
                secure any Mortgage Loan (or Trust Subordinate Companion Loan, as applicable) and any other consents.

              The undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and
                perform all and every act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do, and hereby does ratify and confirm to all
                that said Attorney-in-Fact shall be effective as of the date set forth below.

              This appointment is to be construed and interpreted as a limited power of attorney.  The enumeration of
                specific items, rights, acts or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.

              Solely to the extent that the Master Servicer has the power to delegate its rights or obligations under the
                Agreement, the Master Servicer also has the power to delegate the authority given to it by [TRUSTEE], as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations and duties by executing such additional
                powers of attorney in favor of its attorneys-in-fact as are necessary for such purpose.  The Master Servicer's attorneys-in-fact shall have no greater authority than that held by the Master Servicer.

              Nothing contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under
                the Agreement, (ii) limit in any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Master Servicer the power to initiate or defend any suit, litigation or proceeding in the name
                of [TRUSTEE] except as specifically provided for herein.  If the Master Servicer receives any notice of suit, litigation or proceeding in the name of [TRUSTEE], then the Master Servicer shall promptly forward a copy of same to the Trustee.

              This limited power of attorney is not intended to extend the powers granted to the Master Servicer under the
                Agreement or to allow the Master Servicer to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.

              The Master Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees
                and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by reason or result of the
                negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the Master Servicer.  The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation
                or removal of the Trustee under the Agreement.

              
                Exhibit R-1-4

                
                  


              

              

              

              This Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York,
                without regard to conflicts of law principles of such state.

              Third parties without actual notice may rely upon the exercise of the power granted under this Limited Power
                of Attorney; and may be satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by the undersigned.

              IN WITNESS WHEREOF, [TRUSTEE], as Trustee for [ISSUING ENTITY] has caused its corporate seal to be hereto
                affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___________ day of ____________.

              

              

              
                
                  	 	[TRUSTEE], as Trustee for [ISSUING ENTITY]	 
	 	 	 	 
	 	 	 	 
	
                           

                          

                        	
                          By: 

                        	  

                        	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	 	 
	 	Prepared by:  

                        	 
	 	 	 	 
	 	 	Name:

                        	 
	 	 	 	 


                

                

              

              Witness:

              

              

              _________________________________________

              

              

              Witness:

              

              

              _________________________________________

               

              

              
                Exhibit R-1-5

                
                  


              

              

              

               
                	
                        STATE OF

                      	)

                      
	
                         

                      	
                        )          ss: 

                      
	
                        COUNTY OF

                      	
                        )

                      


              

              On ________________________, before me, _________________________________ Notary Public, personally appeared
                ___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and
                that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

              I certify under PENALTY OF PERJURY under the laws of the State of ___________ that the foregoing paragraph
                is true and correct.

              Witness my hand and official seal.

               

              

              
                
                  
                    	
                             

                          	
                             

                          	
                              

                            

                          
	
                             

                          	
                             

                          	
                            Notary Public 

                            

                          
	 	 	 
	 [SEAL]	 	 
	 	 	 
	My commission expires: 

                          	 	 
	 	 	 
	
                             

                          	
                             

                          	
                             

                          


                  

                

              

              

               

                            

              

              

              

              
                Exhibit R-1-6

                
                  


              

              
              

              

              EXHIBIT R-2

              FORM OF POWER OF ATTORNEY BY TRUSTEE

                FOR SPECIAL SERVICER

              RECORDING REQUESTED BY:

              [ADDRESS]

               

              

              
                


              SPACE ABOVE THIS LINE FOR RECORDER’S USE

              

              

              LIMITED POWER OF ATTORNEY

              [TO BE PROVIDED BY TRUSTEE FOR PARTICULAR SERIES]

              

              

              
                Exhibit R-2-1

                
                  


              

              
              

              

              EXHIBIT S

              INITIAL COMPANION HOLDERS, INITIAL CLASS [LOAN-SPECIFIC] MAJORITY CERTIFICATEHOLDER

              

              

              

              

              	
                      Loan

                    	
                      Companion Holder

                    
	
                      [COMPANION LOAN]

                    	
                      NOTE A-2

                        

                        [TRUSTEE] for the Holders of [CERTIFICATE CAPTION]

                       

                      Notice Address:

                        [TRUSTEE]

                        [ADDRESS]

                    
	
                      [COMPANION LOAN]

                    	
                      NOTE A-2

                        

                        [TRUSTEE] for the Holders of [CERTIFICATE CAPTION]

                      Notice Address:

                      

                        [TRUSTEE]

                        [ADDRESS

                    


              

              

              	
                      Class

                    	
                      Initial Majority Certificateholder

                    
	
                      [LOAN-SPECIFIC]

                    	
                      [LOAN-SPECIFIC DIRECTING CERTIFICATEHOLDER]

                       

                      

                      Notice Address:

                       

                      [LOAN-SPECIFIC DIRECTING CERTIFICATEHOLDER]

                      [ADDRESS]

                    


              

              

              
                Exhibit S-1

                
                  


              

              
              

              

              EXHIBIT T

              FORM OF NOTICE RELATING TO THE NON-SERVICED MORTGAGE LOAN

              [Date]

              

              

              [NON-SERVICED MORTGAGE LOAN PARTIES]

              [ADDRESSES]

              VIA FACSIMILE

              
                	
                         

                        

                        Re:

                      	
                         

                        

                        [CERTIFICATE CAPTION]

                      


              

              Dear [__________]:

              [[NON-SERVICED MASTER SERVICER], is the master servicer (the “Non-Serviced Master Servicer”) for the
                [NON-SERVICED WHOLE LOAN] Whole Loan, as such term is defined under the Pooling and Servicing Agreement, dated [DATE] (the “[SERIES DESIGNATION] Pooling Agreement”) by and among [DEPOSITOR], as depositor, [MASTER SERVICER], as Master
                Servicer (in such capacity, the “[NON-SERVICED WHOLE LOAN] Mortgage Loan Master Servicer”), [SPECIAL SERVICER], as special servicer, [TRUSTEE], as trustee (in such capacity, the “Trustee”), [CERTIFICATE ADMINISTRATOR], as
                Certificate Administrator (in such capacity, the “Certificate Administrator”), [ASSET REPRESENTATIONS REVIEWER], as asset representations reviewer and [OPERATING ADVISOR], as Operating Advisor.  The Certificate Administrator hereby
                directs the Non-Serviced Master Servicer, as follows:]

              
                Exhibit T-1

                
                  


              

              

              

              The Non-Serviced Master Servicer shall remit to the [NON-SERVICED WHOLE LOAN] Mortgage Loan Master Servicer
                all amounts payable to, and forward, deliver or otherwise make available, as the case may be, to the [NON-SERVICED WHOLE LOAN] Mortgage Loan Master Servicer all reports, statements, documents, communications, and other information that are
                to be forwarded, delivered or otherwise made available to, the holder of the [NON-SERVICED WHOLE LOAN] Mortgage Loan (as such term is defined in the [SERIES DESIGNATION] Pooling Agreement) under the [NON-SERVICED WHOLE LOAN]
                Intercreditor Agreement (as defined in the [SERIES DESIGNATION] Pooling Agreement).

              Thank you for your attention to this matter.

              Date:          _________________________

              
                
                  	 	[CERTIFICATE ADMINISTRATOR], as 

                        	 
	 	 	
                          Certificate Administrator for the Holders of 

                          the [CERTIFICATE CAPTION] 

                          

                        	 
	 	 	 	 
	
                           

                          

                        	
                          By: 

                        	  

                        	 
	 	 	[Name]	 
	 	 	[Title]	 
	 	 	 	 


                

                

              

              

              

              
                Exhibit T-2

                
                  


              

              
              

              

              EXHIBIT U

              FORM OF NOTICE AND CERTIFICATION

                REGARDING DEFEASANCE OF MORTGAGE LOAN

              	

                    	To:	
                      [RATING AGENCIES – REPEAT AS NECESSARY]

                    


              [ADDRESS]

                

              

              	

                    	From:	
                      [MASTER SERVICER], in its capacity as Master Servicer under the Pooling and Servicing Agreement dated as of [DATE] (the “Pooling and Servicing Agreement”), by and among [DEPOSITOR], as Depositor,
                        [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer,
                        and [OPERATING ADVISOR], as Operating Advisor.

                    


              	Date:	
                      _________, 20___

                    


              	

                    	Re:	
                      [CERTIFICATE CAPTION]

                        

                        Mortgage Loan (the “Mortgage Loan”) [and the Trust Subordinate Companion Loan] identified by loan number _____ [and loan number [_______]] on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and
                        heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following names:____________________

                               ____________________

                    


              Reference is made to the Pooling and Servicing Agreement described above.  Capitalized terms used but not
                defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement.

              As Servicer under the Pooling and Servicing Agreement, we hereby:

              (a)          Notify you that
                  the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan [and the Trust Subordinate Companion Loan], of the type checked below:

              ____          a full defeasance of the entire principal balance of the Mortgage Loan [and the Trust Subordinate Companion Loan]; or

              ____          a partial defeasance of a portion of the principal balance of the Mortgage Loan [and the Trust Subordinate Companion Loan] that represents and, an allocated loan amount of $____________ or _______% of the entire principal balance
                  of the Mortgage Loan;

              
                Exhibit U-1

                
                  


              

              

              

              (b)          Certify that each
                  of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which exceptions the Master Servicer has determined, consistent with




                    the Servicing Standards, will have no material adverse effect on the Mortgage Loan [and the Trust Subordinate Companion Loan] or the defeasance transaction:

               
              
                

                

                
                  (i) The Mortgage Loan
                      documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in all material respects in completing the defeasance.

                

              

               
              
                

                

                
                  (ii) The defeasance was
                      consummated on __________, 20__.

                

              

               
              
                

                

                
                  (iii) The defeasance
                      collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16) of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
                      Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at
                      maturity cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.

                

              

               
              
                

                

                
                  (iv) The Master Servicer
                      received an opinion of counsel (from counsel approved by the Servicer in accordance with the Servicing Standard) that the defeasance will not result in an Adverse REMIC Event.

                

              

               
              
                

                

                
                  (v) The Master Servicer
                      determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”) that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria, as
                      amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational documents substantially similar to those contained in the organization documents of the original Borrower with
                      respect to bankruptcy remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance collateral and real property securing Mortgage Loans included in the pool.

                

              

               
              
                

                

                
                  (vi) The defeasance
                      documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria) in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a
                      securities intermediary and has been pledged to the Trustee on behalf of the Trust.

                

              

               
               
                

                

                
                  (vii) The agreements
                      executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan [and the
                      Trust Subordinate Companion Loan] from the proceeds of the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified in the Mortgage Loan documents or, in a partial
                      defeasance, the portion of such scheduled payments attributed to the allocated loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the “Scheduled Payments”),
                      (iii) permit reinvestment of proceeds of the

                

              

              
                Exhibit U-2

                
                  


              

              

              

              defeasance collateral only in Permitted Investments (as defined in the Pooling and Servicing Agreement or as
                defined in the documents evidencing the defeasance), (iv) permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the Mortgage Loan [and the Trust Subordinate Companion
                Loan] has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources
                other than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance Obligor. 

                

              

              

               
              
                
                  (viii) The Master
                      Servicer received written confirmation from a firm of independent certified public accountants, who were approved by the Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance
                      collateral (without taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after the defeasance including the payment in full of the Mortgage Loan [and the
                      Trust Subordinate Companion Loan] (or the allocated portion thereof in connection with a partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues received in any
                      month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or
                      fiscal year will not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan [and the Trust Subordinate Companion Loan] (or the allocated portion thereof in a partial defeasance) for such year.

                

              

               
              
                

                

                
                  (ix) The Mortgage Loan is
                      not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below).  The entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of
                      pool balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Statement to Certificateholders received by us (the “Current Report”).

                

              

               
               

                
                
                  (x) The Master Servicer
                      has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected first priority security interest in the defeasance collateral and that the documents executed in connection with the
                      defeasance are enforceable in accordance with their respective terms.

                

              

               
              (c)          Certify that Exhibit B hereto is a list of the material agreements, instruments,
                  organizational documents for the Defeasance Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.

              
                Exhibit U-3

                
                  


              

              

              

              (d)                    Certify
                  that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute a Servicing Officer as of the date of the defeasance described above.

              (e)                    Agree to
                  provide copies of all items listed in Exhibit B to you upon request.

              IN WITNESS WHEREOF, the Master Servicer has caused this Notice and Certification to be executed as of the
                date captioned above.

              
                
                  	 	[____________]	 
	 	 	 	 
	 	 	 	 
	
                           

                          

                        	
                          By: 

                        	  

                        	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                

                

              

              

              

              
                Exhibit U-4

                
                  


              

              
              

              

              EXHIBIT V

              FORM OF OPERATING ADVISOR ANNUAL REPORT1

              Report Date: After the occurrence and during the continuance of a Control Termination Event, this report will be delivered annually no later
                than [INSERT DATE], pursuant to the terms and conditions of the Pooling and Servicing Agreement.

                Transaction:[CERTIFICATE CAPTION]

                Operating Advisor: [OPERATING ADVISOR]

                Special Servicer: [SPECIAL SERVICER]

                Directing Certificateholder: [DIRECTING CERTIFICATEHOLDER]

              
                	
                         

                        

                        I.

                      	
                         

                        

                        Population of Mortgage Loans that Were Considered in Compiling this Report

                      


              

              
                	
                         

                        

                        1.

                      	
                         

                        

                        The Special Servicer has notified the Operating Advisor that [●] Specially Serviced Mortgage Loans were transferred to special
                          servicing in the prior calendar year [INSERT YEAR].

                      


              

              
                	
                         

                        

                        a.

                      	
                         

                        

                        [●] of those Specially Serviced Mortgage Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status Report.

                      


              

              
                	
                         

                        

                        b.

                      	
                         

                        

                        Asset Status Reports were issued with respect to [●] of such Specially Serviced Mortgage Loans. This report is based only on the Specially Serviced Mortgage Loans in respect of
                          which an Asset Status Report has been issued. The Asset Status Reports may not yet be fully implemented.

                      


              

              [EXCLUDED FOR TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS
                THROUGH THE PURCHASE OF AN ELIGIBLE HORIZONTAL RESIDUAL INTEREST BY A THIRD PARTY:]

              
                	
                         

                        

                        II.

                      	
                         

                        

                        [Executive Summary

                      


              

              Based on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as
                the items listed below, the Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken a limited review of the Special Servicer’s operational
                activities to service certain Specially Serviced Mortgage Loans in accordance with the Servicing Standard. Based on such limited review, the Operating Advisor [does, does not] believe there are material violations of the Special Servicer’s
                compliance with its obligations under the Pooling and Servicing Agreement. In addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].

              

              

              

              1 This report is an indicative report and does not reflect the
                final form of annual report to be used in any particular year.  The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the compliance with the terms of the Pooling
                and Servicing Agreement, including, without limitation, provisions relating to Privileged Information.

              
                Exhibit V-1

                
                  


              

              

              

              In connection with the assessment set forth in this report, the Operating Advisor:

              

              

              
                	
                        1.

                      	
                        Reviewed the Asset Status Reports, the Special Servicer’s assessment of compliance report, attestation report by a third party regarding the Special Servicer’s compliance with its
                          obligations and net present value calculations and Appraisal Reduction calculations and [LIST OTHER REVIEWED INFORMATION] for the following [●] Specially Serviced Mortgage Loans: [List applicable Mortgage Loans]

                         

                        

                      


              

              
                	
                        2.

                      	
                        Consulted with the Special Servicer as provided under the Pooling and Servicing Agreement. The Operating Advisor’s analysis of the Asset Status Reports (including related net
                          present value calculations and Appraisal Reduction calculations) related to the Specially Serviced Mortgage Loans should be considered a limited investigation and not be considered a full or limited audit. For instance, we did not
                          review each page of the Special Servicer’s policy and procedure manuals (including amendments and appendices), re-engineer the quantitative aspects of their net present value calculator, visit any property, visit the Special
                          Servicer, visit the Directing Certificateholder or interact with any borrower.  In addition, our review of the net present value calculations and Appraisal Reduction calculations is limited to the mathematical accuracy of the
                          calculations and the corresponding application of the non-discretionary portions of the applicable formulas, and as such, does not take into account the reasonableness of the discretionary portions of such formulas.

                         

                        

                      


              

              
                	
                        III.

                      	
                         Specific Items of Review

                         

                        

                      


              

              
                	
                        1.

                      	
                        The Operating Advisor reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].

                         

                        

                      


              

              
                	
                        2.

                      	
                        During the prior year, the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited number of issues related to the following Specially
                          Serviced Mortgage Loans: [LIST]. The Operating Advisor participated in discussions and made strategic observations and recommended alternative courses of action to the extent it deemed such
                          observations and recommendations appropriate. The Special Servicer [agreed with/did not agree with] the material recommendations made by the Operating Advisor. Such recommendations generally included the following: [LIST].

                         

                        

                      


              

              
                	
                        3.

                      	
                        Appraisal Reduction calculations and net present value calculations:

                         

                        

                      


              

              
                	
                        4.

                      	
                        The Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical calculations and the corresponding application of
                          the non-discretionary portions of the applicable formulas required to be utilized in connection with any Appraisal Reduction or net present value calculations used in the special servicer’s determination of what course of action
                          to take in connection with the workout or liquidation of a Specially Serviced Mortgage Loan prior to the utilization by the Special Servicer.

                         

                        

                      


              

              
                Exhibit V-2

                
                  


              

              

              

              
                	
                        a.

                      	
                        The Operating Advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable non-discretionary portions of the formula] required to
                          be utilized for such calculation.

                         

                        

                      


              

              
                	
                        b.

                      	
                        After consultation with the special servicer to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula
                          in arriving at those mathematical calculations, such inaccuracy [has been/ has not been] resolved.

                         

                        

                      


              

              
                	
                        5.

                      	
                        The following is a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].

                         

                        

                      


              

              
                	
                        6.

                      	
                        In addition to the other information presented herein, the Operating Advisor notes the following additional items, if any: [LIST ADDITIONAL ITEMS].]

                      


              

              [INCLUDE FOR TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS
                THROUGH THE PURCHASE OF AN ELIGIBLE HORIZONTAL RESIDUAL INTEREST BY A THIRD PARTY PURCHASER:]

              

              

              
                	
                        II.

                      	
                        [Executive Summary

                      


              

              Based on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as
                the items listed below, the Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken a review of the Special Servicer’s actions under the Pooling and
                Servicing Agreement. Based on such review, the Operating Advisor [does, does not] believe, in its sole discretion exercised in good faith,[ that the Special Servicer is operating in compliance with the Servicing Standard and  is performing
                its duties in accordance with the Pooling and Servicing Agreement.]  [The Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer has failed to comply with the following obligations.]

              

              

              
                	
                        •

                      	
                        [LIST OF ITEMS]

                      


              

              In addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF
                  ANY ADDITIONAL MATERIAL INFORMATION].

              In connection with the assessment set forth in this report, the Operating Advisor:

              

              

              
                	
                        1.

                      	
                        Reviewed information available to Privileged Persons on the certificate administrator’s website that is relevant to the operating advisor’s obligations under the Pooling and
                          Servicing Agreement, and certain information it has requested from special servicer.

                         

                        

                      


              

              
                	
                        2.

                      	
                        [Reviewed the Asset Status Reports, the Special Servicer’s assessment of compliance report, attestation report by a third party regarding the Special Servicer’s compliance with its
                          obligations and net present value calculations and Appraisal Reduction

                         

                        

                      


              

              
                Exhibit V-3

                
                  


              

              

              

              calculations and [LIST OTHER REVIEWED INFORMATION] for the following
                [●] Specially Serviced Mortgage Loans: [List applicable mortgage loans]

              

              

              
                	
                        3.

                      	
                        Consulted with the Special Servicer as provided under the Pooling and Servicing Agreement. The Operating Advisor’s analysis of the Asset Status Reports (including related net
                          present value calculations and Appraisal Reduction calculations) related to the Specially Serviced Mortgage Loans should be considered a limited investigation and not be considered a full or limited audit. For instance, we did not
                          review each page of the Special Servicer’s policy and procedure manuals (including amendments and appendices), re-engineer the quantitative aspects of their net present value calculator, visit any property, visit the Special
                          Servicer, visit the Directing Certificateholder or interact with any borrower. In addition, our review of the net present value calculations and Appraisal Reduction calculations is limited to the mathematical accuracy of the
                          calculations and the corresponding application of the non-discretionary portions of the applicable formulas, and as such, does not take into account the reasonableness of the discretionary portions of such formulas.

                      


              

              [ADD RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]

              

              

              
                	
                        III.

                      	
                         Specific Items of Review

                         

                        

                      


              

              
                	
                        1.

                      	
                        The Operating Advisor reviewed the following items and actions in connection with the generation of this report: [LIST MATERIAL ITEMS AND ACTIONS].

                         

                        

                      


              

              
                	
                        2.

                      	
                        [During the prior year, the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited number of issues related to the following Specially
                          Serviced Mortgage Loans: [LIST]. The Operating Advisor participated in discussions and made strategic observations and recommended alternative courses of action to the extent it deemed such
                          observations and recommendations appropriate. The Special Servicer [agreed with/did not agree with] the material recommendations made by the Operating Advisor. Such recommendations generally included the following: [LIST].]

                         

                        

                      


              

              
                	
                        3.

                      	
                        Appraisal Reduction calculations and net present value calculations:

                         

                        

                      


              

              
                	
                        4.

                      	
                        The Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical calculations and the corresponding application of
                          the non-discretionary portions of the applicable formulas required to be utilized in connection with any Appraisal Reduction or net present value calculations used in the special servicer’s determination of what course of action
                          to take in connection with the workout or liquidation of a Specially Serviced Mortgage Loan prior to the utilization by the special servicer.

                         

                        

                      


              

              
                	
                        a.

                      	
                        The operating advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable non-discretionary portions of the formula] required to
                          be utilized for such calculation.

                         

                        

                      


              

              
                Exhibit V-4

                
                  


              

              

              

              
                	
                        b.

                      	
                        After consultation with the special servicer to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula
                          in arriving at those mathematical calculations, such inaccuracy [has been/ has not been] resolved.

                         

                        

                      


              

              
                	
                        5.

                      	
                        The following is a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].

                         

                        

                      


              

              
                	
                        6.

                      	
                        In addition to the other information presented herein, the Operating Advisor notes the following additional items, if any: [LIST ADDITIONAL ITEMS].]

                         

                        

                      


              

              
                	
                        IV.

                      	
                         Qualifications Related to the Work Product Undertaken and Opinions Related to this Report

                         

                        

                      


              

              
                	
                        1.

                      	
                        The Operating Advisor did not participate in, or have access to, the Special Servicer’s and Directing Certificateholder’s discussion(s) regarding any Specially Serviced Mortgage
                          Loan. The Operating Advisor does not have authority to speak with the Directing Certificateholder directly. As such, the Operating Advisor generally relied upon the information delivered to it by the Special Servicer as well as
                          its interaction with the Special Servicer, if any, in gathering the relevant information to generate this report.

                         

                        

                      


              

              
                	
                        2.

                      	
                        The Special Servicer has the legal authority and responsibility to service the Specially Serviced Mortgage Loans pursuant to the Pooling and Servicing Agreement. The Operating
                          Advisor has no responsibility or authority to alter the standards set forth therein.

                         

                        

                      


              

              
                	
                        3.

                      	
                        Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance of the discussions held between it and the Special
                          Servicer regarding any Specially Serviced Mortgage Loans and certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant
                          information that the Operating Advisor is given access to by the Special Servicer.

                         

                        

                      


              

              
                	
                        4.

                      	
                        There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Mortgage Loans. These include, but are not limited to, assumptions,
                          ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor does not participate in any discussions regarding such actions. As such, Operating Advisor has not assessed the Special Servicer’s
                          operational compliance with respect to those types of actions.

                         

                        

                      


              

              
                	
                        5.

                      	
                        The Operating Advisor is not empowered to speak with any investors directly. If the investors have questions regarding this report, they should address such questions to the
                          Certificate Administrator through the Certificate Administrator’s website.

                      


              

              Terms used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement dated [DATE].

              

              

              
                Exhibit V-5

                
                  


              

              
              

              

              EXHIBIT W

              FORM OF NOTICE FROM OPERATING ADVISOR RECOMMENDING REPLACEMENT OF SPECIAL SERVICER

              

              

              [TRUSTEE]

                    as Trustee

                  [ADDRESS]

                

              

              [CERTIFICATE ADMINISTRATOR]

                  as Certificate Administrator

              [ADDRESS]

              

              

              [SPECIAL SERVICER]

                [ADDRESS]

              

              

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION],

                          Recommendation of Replacement of Special Servicer

                      


              

              Ladies and Gentlemen:

              This letter is delivered pursuant to Section 7.01(d) of the Pooling and Servicing Agreement, dated as of
                [DATE] (the “Pooling and Servicing Agreement”), by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE ADMINISTRATOR], as
                Certificate Administrator, [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor, on behalf of the holders of [CERTIFICATE CAPTION] (the “Certificates”) regarding the
                replacement of the Special Servicer.  Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.

              Based upon our review of the Special Servicer’s operational practices conducted pursuant to and in
                accordance with Section 3.23 of the Pooling and Servicing Agreement, it is our assessment that [SPECIAL SERVICER], in its current capacity as Special Servicer, is not [performing its duties under the Pooling and Servicing Agreement][acting
                in accordance with the Servicing Standard].  The following factors support our assessment:  [________].

              
                Exhibit W-1

                
                  


              

              

              

              Based upon such assessment, we further hereby recommend that [SPECIAL SERVICER] be removed as Special
                Servicer and that [________] be appointed its successor in such capacity.

              
                
                  	 	Very truly yours, 

                        	 
	 	 	 
	 	 	 
	 	   

                        	 
	 	[The Operating Advisor]	 
	 	 	 	 
	 	 	 	 
	
                           

                          

                        	
                          By: 

                        	  

                        	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                

              

              

              Dated:  _______

              

              

              
                Exhibit W-2

                
                  


              

              
              

              

              EXHIBIT X

              FORM OF CONFIDENTIALITY AGREEMENT

              [MASTER SERVICER]

                [ADDRESS]

              

              

              [SPECIAL SERVICER]

                [ADDRESS]

              
                	
                        Re:

                      	
                        Access to Certain Information Regarding [CERTIFICATE CAPTION]

                      


              

              Ladies and Gentlemen:

              Reference is hereby made to that certain Pooling and Servicing Agreement dated as of [DATE] (the “Pooling
                  and Servicing Agreement”), among the [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [ASSET
                REPRESENTATIONS REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor.  Defined terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.

              [MASTER SERVICER] (“_____”)/ [SPECIAL SERVICER] (“_____”)] understands that [____] (the “Company”) is
                requesting certain confidential or non-public information relating to the Mortgage Loans and the Trust Subordinate Companion Loan to which the Company has continuing rights as a Certificateholder.  The Company is requesting such information
                for the purpose of analyzing asset performance and evaluating any continuing rights the Company may have under the Trust (the “Permitted Purpose”).  The Company agrees that the Permitted Purpose shall not include the use or
                disclosure of the Confidential Information (as defined below) in any manner that violates any applicable law, the Pooling and Servicing Agreement or the related mortgage loan documents.

              (“_____”) will provide the Company with certain confidential, non-public servicing information (the “Confidential




                  Information”) pertaining to the Mortgage Loans and the Trust Subordinate Companion Loan and the related Mortgaged Properties and borrowers.  The Company acknowledges that the Confidential Information (a) includes or may be based upon
                information provided to (“_____”) by third parties, (b) may not have been verified by (“_____”), and (c) may be incomplete or contain inaccuracies.  The Company agrees that (“_____”), the [“Master Servicer”/”Special Servicer”]
                (as defined in the Pooling and Servicing Agreement) and their respective Representatives (as defined below) shall not have any liability to the Company or its Representatives resulting from (x) any inaccuracies or omissions in the
                Confidential Information, (y) any use of the Confidential Information, or (z) (“_____”)’s failure or inability to provide the Confidential Information to the Company for any reason.  Notwithstanding the foregoing, the following will not
                constitute “Confidential Information” for purposes of this letter agreement:  (a) information that was already in Company’s possession prior to its receipt from

              
                Exhibit X-1

                
                  


              

              

              

              
                [_____] [__], 20[__]

                  Page 2

                

              

              (“_____”); (b) information that is obtained by Company from a third person who, insofar as is known to Company, is not
                prohibited from transmitting the information to Company by a contractual, legal or fiduciary obligation to (“_____”); (c) information that is or becomes publicly available through no fault of Company; and (d) information that is
                independently developed by Company.  The term “Representatives” with respect to any entity shall mean the officers, directors, general partners, employees, agents, affiliates, auditors and legal counsel (which may be internal counsel) of
                that entity.

              The Company may have access to the Confidential Information through (at (“_____”)’s election): 
                (i) responses to reasonable written inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with (“_____”)’s surveillance group, or (iii) direct on-line access (read-only capacity) to the
                information available on the applicable [____] system or any successor or replacement system (“System”).  (“_____”) may cease or defer providing the Company with Confidential Information in the event that (a) the Company or its
                Representatives violate any provision hereof, or (b) (“_____”) determines (in its sole discretion) that such termination is necessary for any reason, including its determination that such action is required pursuant to the terms of the
                Pooling and Servicing Agreement, the related Mortgage Loan documents, or any applicable law.  (“_____”) shall cease to provide the Company with Confidential Information if (“_____”) has actual knowledge that the Company or its
                Representatives are affiliates of any borrower under the Mortgage Loan documents and (“_____”) determines that the provision, notice or access to such Confidential Information would violate the accepted servicing practices or servicing
                standards as defined in the Pooling and Servicing Agreement.  The Company’s obligations and the restrictions applicable to the protection of the Confidential Information hereunder shall survive the termination of the Company’s access to the
                Confidential Information.  (“_____”)’s remedies hereunder, at law or at equity, are cumulative and may be combined.

              The Company agrees that it will not, and it shall not permit its Representatives, to disclose the
                Confidential Information in any manner whatsoever to any other person or entity, other than its Representatives (but only to the extent necessary to accomplish the Permitted Purpose) who have a need to know the information, or as otherwise
                required by applicable law, court order or any governmental agency or regulator.  The Company acknowledges (i) its obligations under the U.S. federal securities laws, and (ii) that any disclosure of the Confidential Information by it or its
                Representatives for any purpose other than a Permitted Purpose, in addition to being a breach of this letter agreement, may constitute a violation of federal and state securities laws.  The Company will take reasonable measures to ensure
                that each Representative is advised of this letter agreement and agrees to keep the Confidential Information confidential.  The Company shall be liable for any breach of this letter agreement by its Representatives.  Notwithstanding the
                foregoing, the Company may subsequently provide all or any part of such Confidential Information to any other person or entity that holds or is contemplating the purchase of any Certificate or interest therein, but only if such person or
                entity confirms such ownership interest or prospective ownership interest and provided that, prior to the delivery of such Confidential Information, such persons shall have executed and delivered to the Company an agreement that is
                substantially similar in form and substance to this Agreement.

              This letter agreement shall be governed by and construed in accordance with the laws of the State of New
                York without the application of conflict of laws principles.  Anything

              
                Exhibit X-2

                
                  


              

              

              

              
                [_____] [__], 20[__]

                  Page 3

                

              

              herein to the contrary notwithstanding, (“_____”) intends at all times to comply with the terms and provisions of the Pooling
                and Servicing Agreement and nothing in this letter agreement should be construed to limit or qualify any of (“_____”)’s rights or obligations under the Pooling and Servicing Agreement.  This letter agreement may be executed in counterparts
                and by facsimile/Portable Document Format (PDF); each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall constitute one agreement.

              This agreement shall terminate with respect to the information received by the Company one year after the
                Company receives such information or ceases to be a Certificateholder.  Company agrees that this letter agreement supersedes and replaces and survives any click-through agreement regarding confidentiality of Confidential Information agreed
                to in connection with accessing the System whether agreed to in accessing the System before or after signing this letter agreement.

              

              

              
                Exhibit X-3

                
                  


              

              

              

              Please have an authorized signatory countersign in the space provided below to indicate the Company’s
                confirmation of, and agreement to, the matters set forth herein.

              
                
                  
                    	 	Very truly yours, 

                          	 
	 	 	 
	 	 	 
	 	[MASTER SERVICER] 

                          	 
	 	 	 	 
	 	 	 	 
	
                             

                            

                          	
                            By: 

                          	  

                          	 
	 	 	Name:	 
	 	 	Title:]	 
	 	 	 	 
	 	 	 	 
	 	[SPECIAL SERVICER]  

                          	 
	 	 	 	 
	 	 	 	 
	 	By:  

                          	   

                          	 
	 	 	Name:

                          	 
	 	 	Title:] 

                          	 


                  

                

              

              

              CONFIRMED AND AGREED TO:

              [COMPANY NAME]

              
                	 	 	 
	
                        By:  

                        

                      	
                            

                        

                      	
                         

                      
	
                         

                      	
                        Name: 

                        

                      	
                         

                      
	
                         

                      	
                        Title: 

                        

                      	
                         

                      
	
                         

                      	
                         

                      	
                         

                      


              

               

              

               

              

              
                Exhibit X-4

                
                  


              

              
              

              

              EXHIBIT Y

              FORM CERTIFICATION TO BE PROVIDED WITH FORM 10‐K

              CERTIFICATION

                

              

                        I, [identifying the certifying individual], certify that:

              

              

              
                	
                        1.

                      	
                        I have reviewed this report on Form 10‐K, and all reports on Form 10‐D required to be filed in
                          respect of the period covered by this report on Form 10‐K of the [CERTIFICATE CAPTION] (the “Exchange Act periodic reports”);

                         

                        

                      


              

              
                	
                        2.

                      	
                        Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make
                          the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

                         

                        

                      


              

              
                	
                        3.

                      	
                        Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10‐D for the period
                          covered by this report is included in the Exchange Act periodic reports;

                         

                        

                      


              

              
                	
                        4.

                      	
                        Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports,
                          the Master Servicer and the Special Servicer have fulfilled their obligations under the Pooling and Servicing Agreement in all material respects; and

                         

                        

                      


              

              
                	
                        5.

                      	
                        All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing
                          criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as
                          otherwise disclosed in this report.  Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10‐K.

                         

                        

                      


              

              
                Exhibit Y-1

                
                  


              

              

              

              In giving the certifications above, I have reasonably relied on information provided to me by the following
                unaffiliated parties: [MASTER SERVICER], [SPECIAL SERVICER], [TRUSTEE] and [OPERATING ADVISOR][PARTIES RELATING TO ANY NON-SERVICED MORTGAGE LOAN].

              Date:          _________________________

              ______________________________________

                [NAME OF OFFICER]

                (Senior officer in charge of securitization of the depositor)

               

              

               

              

              
                Exhibit Y-2

                
                  


              

              
              

              

              EXHIBIT Z-1

              FORM OF CERTIFICATION TO BE PROVIDED

                TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR

              [DEPOSITOR]

                [ADDRESS]

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION], issued pursuant to the Pooling and Servicing Agreement dated as of [DATE] (the “Pooling and Servicing Agreement”), among [DEPOSITOR], as Depositor,
                          [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer,
                          and [OPERATING ADVISOR], as Operating Advisor.

                      


              

                        I, [identity of certifying individual], hereby certify to the Depositor and its
                  officers, directors and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification concerning
                  the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:

              1.          I
                  (or an officer under my supervision) have reviewed the annual report on Form 10‐K for the period ended December 31, 20[__] (the “Form 10‐K”)

                  and all reports on Form 10‐D and Form 8‐K filed in respect of the period covered by the Form 10‐K of the Trust
                  (collectively, with the Form 10‐K, the “Reports”);

              2.          Based

                  on my knowledge, the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were
                  made, not misleading with respect to the period covered by the Form 10‐K;

              3.          Based

                  on my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10‐K is included in the Reports and all of the distribution, servicing and other information provided to the Certificate Administrator by the trustee, the custodian, the master servicer, the special
                  servicer and the Operating Advisor under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10‐K is included in the Reports;

              4.          I
                  (or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator under the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in
                  preparing the Certificate Administrator compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form 10‐K under Item 1123 of
                  Regulation AB, and

              
                Exhibit Z-1-1

                
                  


              

              

              

              except as disclosed in the Reports, the Certificate Administrator has fulfilled its obligations under the Pooling and Servicing
                Agreement in all material respects; and

              5.          All

                  of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate Administrator or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant
                    Servicing Criteria”) and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required to be included in the Form 10‐K in accordance with
                  Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to the Form 10‐K.  Any material instances of noncompliance described in such reports have been
                  disclosed in the Form 10‐K and such assessment of compliance is fairly stated in all material respects.

              This Certification is being signed by me as an officer of the Certificate Administrator responsible for
                reviewing the activities performed by the Certificate Administrator under the Pooling and Servicing Agreement.

              Dated:  ____________________________

              
                
                  	
                           

                          

                        	
                            

                        	  

                        	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                

              

                       
               

                

              

              
                Exhibit Z-1-2

                
                  


              

              
              

              

              EXHIBIT Z-2

              FORM OF CERTIFICATION TO BE PROVIDED

                TO DEPOSITOR BY MASTER SERVICER

              [DEPOSITOR]

                [ADDRESS]

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION], issued pursuant to the Pooling and Servicing Agreement dated as of [DATE] (the “Pooling and Servicing Agreement”), among [DEPOSITOR], as Depositor,
                          [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer,
                          and [OPERATING ADVISOR], as Operating Advisor.

                      


              

                        I, [identity of certifying individual], hereby certify to the Depositor and its
                  officers, directors and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification concerning
                  the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:

              1.          I
                  (or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the Master Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on
                  Form 10‐K for the period ended December 31, 20[__] (“Form 10‐K”) and all information required to be provided by the Master Servicer in
                  accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10‐D and Form 8‐K required to be filed in respect of the period
                  covered by the Form 10‐K of the Trust (collectively, with the Form 10‐K, the “Reports”) (such information provided by the Master Servicer,
                  collectively, the “Master Servicer Periodic Information”);

              

              

              2.          Based

                  on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer backup certificate delivered by each Special Servicer relating to the relevant period, the Master Servicer
                  Periodic Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,
                  not misleading with respect to the period covered by the Form 10‐K;

              3.          Based

                  on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer backup certificate delivered by each Special Servicer relating to the relevant period, all of servicing and
                  other information required to be provided by the Master Servicer under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10‐K is included in the
                  Master Servicer Periodic Information;

              
                Exhibit Z-2-1

                
                  


              

              

              

              4.          I
                  (or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Master Servicer under the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing
                  the Master Servicer compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form 10‐K under Item 1123 of Regulation AB, and except
                  as disclosed in the Master Servicer Periodic Information, the Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;

              5.          The

                  accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all
                  information relating to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
                  PCAOB; and

              6.          All

                  of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Master Servicer or any Servicing Function Participant retained by the Master Servicer (the “Relevant Servicing Criteria”)

                  and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement to be delivered for inclusion in the Form 10‐K
                  in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement.  All material instances of noncompliance with the Relevant Servicing
                  Criteria have been disclosed in such reports and such assessment of compliance is fairly stated in all material respects.

              This Certification is being signed by me as an officer of the Master Servicer responsible for reviewing the
                activities performed by the Master Servicer under the Pooling and Servicing Agreement.

              

              

              Dated:  ____________________________

              
                
                  
                    	
                             

                            

                          	
                              

                          	  

                          	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                  

                

                

              

              
                Exhibit Z-2-2

                
                  


              

              
              

              

              EXHIBIT Z-3

              FORM OF CERTIFICATION TO BE PROVIDED

                TO DEPOSITOR BY SPECIAL SERVICER

              [DEPOSITOR]

                [ADDRESS]

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION], issued pursuant to the Pooling and Servicing Agreement dated as of [DATE] (the “Pooling and Servicing Agreement”), among [DEPOSITOR], as Depositor,
                          [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer,
                          and [OPERATING ADVISOR], as Operating Advisor.

                      


              

                        I, [identity of certifying individual], hereby certify to the Depositor and its
                  officers, directors and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification concerning
                  the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:

              1.          I
                  (or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the Special Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on
                  Form 10‐K for the period ended December 31, 20[__] (“Form 10‐K”) and all information required to be provided by the Special Servicer in accordance with the Pooling and Servicing Agreement for
                  inclusion in all reports on Form 10‐D and Form 8‐K required to be filed in respect of the period covered by the Form 10‐K
                  of the Trust (collectively with the Form 10‐K, the “Reports”) (such information provided by the Special Servicer, collectively, the “Special Servicer Periodic Information”);

              2.          Based

                  on my knowledge, the Special Servicer Periodic Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
                  under which such statements were made, not misleading with respect to the period covered by the Form 10‐K;

              3.          Based

                  on my knowledge, all servicing and other information required to be provided by the Special Servicer under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10‐K is included in the Special Servicer Periodic Information;

              4.          I
                  (or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer under the Pooling and Servicing Agreement, and based on my knowledge and the compliance review conducted in
                  preparing the Special Servicer’s compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form 10‐K under Item 1123 of
                  Regulation AB, and

              
                Exhibit Z-3-1

                
                  


              

              

              

              except as disclosed in the Special Servicer Periodic Information, the Special Servicer has fulfilled its obligations under the
                Pooling and Servicing Agreement in all material respects;

              5.          The

                  accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided all
                  information relating to the Special Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the
                  PCAOB; and

              6.          All

                  of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Special Servicer or any Servicing Function Participant retained by the Special Servicer (the “Relevant Servicing Criteria”)

                  and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement to be delivered for inclusion in the Form 10‐K
                  in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement.  All material instances of noncompliance with the Relevant Servicing
                  Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is fairly stated in all material respects.

                        This Certification is being signed by me as an officer of the Special Servicer
                  responsible for reviewing the activities performed by the Special Servicer under the Pooling and Servicing Agreement.

              

              

              Dated:  ____________________________

              
                
                  
                    	
                             

                            

                          	
                              

                          	  

                          	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                  

                

              

                       

                

              

              
                Exhibit Z-3-2

                
                  


              

              
              

              

              EXHIBIT Z-4

              FORM OF CERTIFICATION TO BE PROVIDED

                TO DEPOSITOR BY TRUSTEE

              [DEPOSITOR]

                [ADDRESS]

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION], issued pursuant to the Pooling and Servicing Agreement dated as of [DATE] (the “Pooling and Servicing Agreement”), among [DEPOSITOR], as Depositor,
                          [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer,
                          and [OPERATING ADVISOR], as Operating Advisor.

                      


              

              

              

                        I, [identity of certifying individual], hereby certify to the Depositor and its
                  officers, directors and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification concerning
                  the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:

              1.          I
                  (or officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10‐K
                  for the period ended December 31, 20[__] (“Form 10‐K”) and all information required to be provided by the Trustee in accordance with the Pooling and Servicing Agreement for inclusion in the reports on Form 10‐D and Form 8‐K required to be filed in respect of the period covered by the Form 10‐K of the Trust (collectively with the
                  Form 10‐K, the “Reports”) (such information provided by the Trustee, collectively, the “Trustee Periodic Information”);

              2.          Based

                  on my knowledge, the Trustee Periodic Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
                  which such statements were made, not misleading with respect to the period covered by the Form 10‐K;

              3.          Based

                  on my knowledge, all information required to be provided by the Trustee under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10‐K is included in
                  the Trustee Periodic Information;

              4.          I
                  (or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Trustee’s
                  compliance statement to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10‐K under Item 1123 of Regulation AB, and except as disclosed in the

              
                Exhibit Z-4-1

                
                  


              

              

              

              Trustee Periodic Information, the Trustee has fulfilled its obligations under the Pooling and Servicing Agreement in all
                material respects; and

              5.          All

                  of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or any Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their
                  related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement to be delivered for inclusion in the Form 10‐K in
                  accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with the Relevant Servicing Criteria
                  have been disclosed in such reports and such assessment of compliance with servicing criteria is fairly stated in all material respects.

                        This Certification is being signed by me as an officer of the Trustee responsible for
                  reviewing the activities performed by the Trustee under the Pooling and Servicing Agreement.

              

              

              Dated:  ____________________________

              
                
                  
                    	
                             

                            

                          	
                              

                          	  

                          	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                  

                

              

                        

                

              

              
                Exhibit Z-4-2

                
                  


              

              
              

              

              EXHIBIT Z-5

              FORM OF CERTIFICATION TO BE PROVIDED

                TO DEPOSITOR BY OPERATING ADVISOR

              [DEPOSITOR]

                [ADDRESS]

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION], issued pursuant to the Pooling and Servicing Agreement dated as of [DATE] (the “Pooling and Servicing Agreement”), among [DEPOSITOR], as Depositor,
                          [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer,
                          and [OPERATING ADVISOR], as Operating Advisor.

                      


              

                        I, [identity of certifying individual], hereby certify to the Depositor and its
                  officers, directors and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification concerning
                  the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:

              1.          I
                  (or officers under my supervision) have reviewed the information required to be provided by the Operating Advisor in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10‐K for the period ended December 31, 20[__] (“Form 10‐K”) and all information required to be provided by the Operating Advisor in accordance
                  with the Pooling and Servicing Agreement for inclusion in all reports on Form 10‐D and Form 8‐K required to be filed in respect of the period covered by the
                  Form 10‐K of the Trust (collectively with the Form 10‐K, the “Reports”) (such information provided by the Operating Advisor, collectively, the “Operating

                    Advisor Periodic Information”);

              2.          Based

                  on my knowledge, the Operating Advisor Periodic Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
                  under which such statements were made, not misleading with respect to the period covered by the Form 10‐K;

              3.          Based

                  on my knowledge, all information required to be provided by the Operating Advisor under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10‐K is
                  included in the Operating Advisor Periodic Information;

              4.          The

                  accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year _____ have been provided all
                  information relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by
                  the PCAOB; and

              
                Exhibit Z-5-1

                
                  


              

              

              

              5.          All

                  of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Operating Advisor or any Servicing Function Participant retained by the Operating Advisor (the “Relevant Servicing
                    Criteria”) and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement to be delivered for inclusion in the Form 10‐K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement.  All material instances of
                  noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is fairly stated in all material respects.

              

              

                        This Certification is being signed by me as an officer of the Operating Advisor
                  responsible for reviewing the activities performed by the Operating Advisor under the Pooling and Servicing Agreement.

              

              

              Dated:  ____________________________

              
                
                  
                    	
                             

                            

                          	
                              

                          	  

                          	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                  

                

              

                        

                

              

              
                Exhibit Z-5-2

                
                  


              

              
              

              

              EXHIBIT Z-6

              FORM OF CERTIFICATION TO BE PROVIDED

                TO DEPOSITOR BY CUSTODIAN

              [DEPOSITOR]

                [ADDRESS]

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION], issued pursuant to the Pooling and Servicing Agreement dated as of [DATE] (the “Pooling and Servicing Agreement”), among [DEPOSITOR], as Depositor,
                          [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer,
                          and [OPERATING ADVISOR], as Operating Advisor.

                      


              

                        I, [identity of certifying individual], hereby certify to the Depositor and its
                  officers, directors and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification concerning
                  the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:

              1.          I
                  (or officers under my supervision) have reviewed the information required to be provided by the Custodian in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10‐K
                  for the period ended December 31, 20[__] (“Form 10‐K”) and all information required to be provided by the Custodian in accordance with the Pooling and Servicing Agreement for
                  inclusion in all reports on Form 10‐D and Form 8‐K required to be filed in respect of the period covered by the Form 10‐K
                  of the Trust (collectively with the Form 10‐K, the “Reports”) (such information provided by the Custodian, collectively, the “Custodian Periodic Information”);

              2.          Based

                  on my knowledge, the Custodian Periodic Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
                  which such statements were made, not misleading with respect to the period covered by the Form 10‐K;

              3.          Based

                  on my knowledge, all information required to be provided by the Custodian under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10‐K is included
                  in the Custodian Periodic Information;

              4.          I
                  (or officers under my supervision) am responsible for reviewing the activities performed by the Custodian under the Pooling and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the
                  Custodian’s compliance statement to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10‐K under Item 1123 of Regulation AB, and except as
                  disclosed in the

              
                Exhibit Z-6-1

                
                  


              

              

              

              Custodian Periodic Information, the Custodian has fulfilled its obligations under the Pooling and Servicing Agreement in all
                material respects; and

              5.          All

                  of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Custodian or any Servicing Function Participant retained by the Custodian (the “Relevant Servicing Criteria”) and
                  their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement to be delivered for inclusion in the Form 10‐K
                  in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement.  All material instances of noncompliance with the Relevant Servicing
                  Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is fairly stated in all material respects.

                        This Certification is being signed by me as an officer of the Custodian responsible
                  for reviewing the activities performed by the Custodian under the Pooling and Servicing Agreement.

              

              

              Dated:  ____________________________

              
                
                  
                    	
                             

                            

                          	
                              

                          	  

                          	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                  

                

              

              

              

              

              

              
                Exhibit Z-6-2

                
                  


              

              
              

              

              EXHIBIT Z-7

              FORM OF CERTIFICATION TO BE PROVIDED

                TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER

              [DEPOSITOR]

                [ADDRESS]

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION], issued pursuant to the Pooling and Servicing Agreement dated as of [DATE] (the “Pooling and Servicing Agreement”), among [DEPOSITOR], as Depositor,
                          [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer,
                          and [OPERATING ADVISOR], as Operating Advisor

                      


              

                        I, [identity of certifying individual], hereby certify to the Depositor and its
                  officers, directors and Affiliates (collectively, the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely on this Certification in connection with the certification concerning
                  the Trust to be signed by an officer of the Depositor and submitted to the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:

              1.          I
                  (or officers under my supervision) have reviewed the information required to be provided by the Asset Representations Reviewer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10‐K for the period ended December 31, 20[__] (“Form 10‐K”) and all information required to be provided by the Asset Representations Reviewer
                  in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10‐D and Form 8‐K required to be filed in respect of the period
                  covered by the Form 10‐K of the Trust (collectively with the Form 10‐K, the “Reports”) (such information provided by the Asset Representations
                  Reviewer, collectively, the “Asset Representations Reviewer Periodic Information”);

              2.          Based

                  on my knowledge, the Asset Representations Reviewer Periodic Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
                  circumstances under which such statements were made, not misleading with respect to the period covered by the Form 10‐K;

              3.          Based

                  on my knowledge, all information required to be provided by the Asset Representations Reviewer under the Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10‐K
                  is included in the Asset Representations Reviewer Periodic Information;

              4.          The

                  accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Asset Representations Reviewer with respect to the Trust’s fiscal year _____ have been
                  provided all information

              
                Exhibit Z-7-1

                
                  


              

              

              

              relating to the Asset Representations Reviewer’s assessment of compliance with the Relevant Servicing Criteria in order to
                enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and

              5.          All

                  of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Asset Representations Reviewer or any Servicing Function Participant retained by the Asset Representations Reviewer (the “Relevant

                    Servicing Criteria”) and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement to be delivered for inclusion in the Form 10‐K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement.  All material instances of
                  noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is fairly stated in all material respects.

                        This Certification is being signed by me as an officer of the Asset Representations
                  Reviewer responsible for reviewing the activities performed by the Asset Representations Reviewer under the Pooling and Servicing Agreement.

              

              

              Dated:  ____________________________

              
                
                  
                    	
                             

                            

                          	
                              

                          	  

                          	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                  

                

              

                        

                

              

              
                Exhibit Z-7-2

                
                  


              

              
              

              

              EXHIBIT AA

              SERVICING CRITERIA

                TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

              The assessment of compliance to be delivered by the referenced party shall address, at a minimum, the
                criteria identified below as “Applicable Servicing Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including, without limitation, not requiring the delivery of certain of the
                items set forth on this Exhibit based on interpretive guidance provided by the Commission or its staff relating to Item 1122 of Regulation AB).  For the avoidance of doubt, for purposes of this Exhibit AA, other than with respect to
                Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer engaged by a Servicer or Special Servicer.

              

              

              	
                      APPLICABLE SERVICING CRITERIA

                    	
                      APPLICABLE PARTY

                    
	
                      Reference

                    	
                      Criteria

                    	 
	
                       

                    	
                      General Servicing Considerations

                    	 
	
                      1122(d)(1)(i)

                    	
                      Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.

                    	
                      Certificate Administrator

                      Master Servicer

                        Special Servicer

                    
	
                      1122(d)(1)(ii)

                    	
                      If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.

                    	
                      Certificate Administrator

                      Master Servicer

                        Special Servicer

                    
	
                      1122(d)(1)(iii)

                    	
                      Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.

                    	
                      N/A

                    
	
                      1122(d)(1)(iv)

                    	
                      A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of
                        the transaction agreements.

                    	
                      Master Servicer

                      Special Servicer

                        Custodian (as applicable)

                    
	
                      1122(d)(1)(v)

                    	
                      Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.

                    	
                      Master Servicer

                        Special Servicer

                        Certificate Administrator

                    
	
                       

                    	
                      Cash Collection and Administration

                    	 
	
                      1122(d)(2)(i)

                    	
                      Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction
                        agreements.

                    	
                      Certificate Administrator

                      Master Servicer

                        Special Servicer

                    
	
                      1122(d)(2)(ii)

                    	
                      Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.

                    	
                      Certificate Administrator

                    


              	
                      1122(d)(2)(iii)

                    	
                      Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.

                    	
                      Master Servicer

                        Special Servicer

                        Trustee (as applicable)1

                    
	
                      1122(d)(2)(iv)

                    	
                      The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the
                        transaction agreements.

                    	
                      Certificate Administrator

                      Master Servicer

                        Special Servicer

                    


              

              

              

              1 Only to the extent that the Trustee was required to make an Advance pursuant to
                the Pooling and Servicing Agreement during the applicable calendar year.

              
                Exhibit AA-1

                
                  


              

              

              

              	
                      1122(d)(2)(v)

                    	
                      Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign
                        financial institution means a foreign financial institution that meets the requirements of Rule 13k‐1(b)(1) of the Exchange Act.

                    	
                      Certificate Administrator

                      Master Servicer

                        Special Servicer

                    
	
                      1122(d)(2)(vi)

                    	
                      Unissued checks are safeguarded so as to prevent unauthorized access.

                    	
                      Certificate Administrator

                      Master Servicer

                        Special Servicer

                    
	
                      1122(d)(2)(vii)

                    	
                      Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate;
                        (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the
                        reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.

                    	
                      Certificate Administrator

                      Master Servicer

                        Special Servicer

                    
	
                       

                    	
                      Investor Remittances and Reporting

                    	 
	
                      1122(d)(3)(i)

                    	
                      Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance
                        with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its
                        rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Reporting Servicer.

                    	
                      Certificate Administrator

                        Operating Advisor (with respect to A and B)

                    
	
                      1122(d)(3)(ii)

                    	
                      Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.

                    	
                      Certificate Administrator

                    
	
                      1122(d)(3)(iii)

                    	
                      Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.

                    	
                      Certificate Administrator

                    
	
                      1122(d)(3)(iv)

                    	
                      Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.

                    	
                      Certificate Administrator

                    
	
                       

                    	
                      Pool Asset Administration

                    	 
	
                      1122(d)(4)(i)

                    	
                      Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.

                    	
                      Custodian

                        Master Servicer

                        Special Servicer

                    
	
                      1122(d)(4)(ii)

                    	
                      Mortgage loan and related documents are safeguarded as required by the transaction agreements

                    	
                      Custodian

                    
	
                      1122(d)(4)(iii)

                    	
                      Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.

                    	
                      Certificate Administrator

                        Master Servicer

                        Special Servicer

                    
	
                      1122(d)(4)(iv)

                    	
                      Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other
                        number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.

                    	
                      Master Servicer

                    
	
                      1122(d)(4)(v)

                    	
                      The Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect to an obligor’s unpaid principal balance.

                    	
                      Master Servicer

                    
	
                      1122(d)(4)(vi)

                    	
                      Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related
                        pool asset documents.

                    	
                      Master Servicer

                        Special Servicer

                    
	
                      1122(d)(4)(vii)

                    	
                      Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes
                        or other requirements established by the transaction agreements.

                    	
                      Special Servicer

                        Operating Advisor

                    


              
                Exhibit AA-2

                
                  


              

              

              

              	
                      1122(d)(4)(viii)

                    	
                      Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period
                        specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed
                        temporary (e.g., illness or unemployment).

                    	
                      Master Servicer

                        Special Servicer

                    
	
                      1122(d)(4)(ix)

                    	
                      Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.

                    	
                      Master Servicer

                    
	
                      1122(d)(4)(x)

                    	
                      Regarding any funds held in trust for an obligor (such as escrow accounts):  (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in
                        the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of
                        full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.

                    	
                      Master Servicer

                    
	
                      1122(d)(4)(xi)

                    	
                      Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such
                        support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.

                    	
                      Master Servicer

                    
	
                      1122(d)(4)(xii)

                    	
                      Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.

                    	
                      Master Servicer

                    
	
                      1122(d)(4)(xiii)

                    	
                      Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.

                    	
                      Master Servicer

                    
	
                      1122(d)(4)(xiv)

                    	
                       Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.

                    	
                      Master Servicer

                    
	
                      1122(d)(4)(xv)

                    	
                      Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

                    	
                      N/A

                    


              At all times that the Certificate Administrator and the Trustee are the same entity, the Trustee and
                Certificate Administrator may provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.

              At all times that the Master Servicer and the Special Servicer are the same entity, the Master Servicer and
                the Special Servicer may provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.

              
                Exhibit AA-3

                
                  


              

              
              

              

              EXHIBIT BB

              ADDITIONAL FORM 10‐D DISCLOSURE

              

              

              The parties identified in the “Party Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing Agreement to
                disclose to the Depositor and the Certificate Administrator (or the Master Servicer, to the extent specified in Section 11.04 of the Pooling and Servicing Agreement) any information described in the corresponding Form 10‐D Item described in the “Item on Form 10‐D” column to the extent such party has knowledge (and in the case of net operating income information, financial
                statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) of such information (other than information as to itself).  Each of the Certificate Administrator, the
                Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus),
                in the absence of specific notice to the contrary from the Depositor or a Mortgage Loan Seller.  Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to
                assume that there is no “significant obligor” other than a party or property identified as such in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after the Cut-off Date.  In no event
                shall the Master Servicer or the Special Servicer be required to provide any information for inclusion in a Form 10‐D that relates to any Mortgage Loan for which the Master Servicer or the Special
                Servicer is not the Master Servicer or the Special Servicer, as the case may be.  For this [SERIES DESIGNATION] Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the
                Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.

              

              

              	
                      Item on Form 10‐D

                    	
                      Party Responsible

                    
	
                      Item 1:  Distribution and Pool Performance Information:

                      •          Item 1121(a)(13) of Regulation AB

                      •          Item 1121(a)(14) of Regulation AB

                    	
                      •          Certificate Administrator

                      •          Depositor

                    
	
                      Item 1A:  Asset‐Level Information:

                       

                      

                      •          Item 1111(h) of Regulation AB

                      •          Item 1125 of Regulation AB

                       

                    	
                      •          Each Mortgage Loan Seller (as to its Mortgage Loans for any period prior to the
                          reporting period applicable to the first Form 10‐D filed with respect to the Trust)

                      •          Master Servicer

                    
	Item 1B:  Distribution and Pool Performance Information:	
                      •          Certificate Administrator

                    


              
                Exhibit BB-1

                
                  


              

              

              

              	
                      •          Item 1121(a)(14) of Regulation AB

                      •          Item 1121(d) of Regulation AB

                      •          Item 1121(e) of Regulation AB

                       

                    	
                      •          Depositor

                      •          Asset Representations Reviewer

                    
	
                      Item 2:  Legal Proceedings:

                       

                      

                      •          Item 1117 of Regulation AB (it being
                            acknowledged that such Item 1117 requires disclosure only of proceedings described therein that are material to security holders)

                    	
                      •          Master Servicer (as to itself)

                      •          Special Servicer (as to itself)

                      •          Certificate Administrator (as to itself)

                      •          Trustee (as to itself)

                      •          Depositor (as to itself)

                      •          Operating Advisor (as to itself)

                      •          Asset Representations Reviewer (as to itself)

                      •          Any other Reporting Servicer (as to itself)

                      •          Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as
                          to the Trust (whichever of them is in principal control of the proceedings)

                      •          Each Mortgage Loan Seller as sponsor (as defined in Regulation AB)

                      •          Originators under Item 1110 of Regulation AB

                      •          Party under Item 1100(d)(1) of Regulation AB

                    
	
                      Item 3:  Sale of Securities and Use of Proceeds

                         

                    	
                      •          Depositor

                    
	
                      Item 4:  Defaults Upon Senior Securities

                         

                    	
                      •          Certificate Administrator

                    
	
                      Item 5:  Submission of Matters to a Vote of Security Holders

                         

                    	
                      •          Certificate Administrator

                    


              
                Exhibit BB-2

                
                  


              

              

              

              	
                      
                        Item 6:  Significant Obligors of Pool Assets:

                         

                        

                        •          Item 1112(b) of Regulation AB provided, however, that all of the
                            following conditions shall apply:

                        (a) information shall be required to be reported only with respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

                         

                        

                        (b) the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and
                          quarterly and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and
                          Servicing Agreement; provided, however, that for a significant obligor under Item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and interim period is required and, if such
                          information for a prior period was required but not previously reported, such information for such prior period; and

                         

                        

                        (c) the information shall be reportable in the Form 10‐D that relates to the Distribution Date that immediately follows the Collection Period in which the
                          information was received or prepared by the “Party Responsible” as described in clause (b), above.

                      

                    	
                      •          Master Servicer (excluding information for which the Special Servicer is the
                          “Party Responsible”)

                      •          Special Servicer (as to REO Properties)

                    
	
                      Item 7:  Change in Sponsor Interest in the Securities:

                       

                      

                      Item 1124 of Regulation AB.

                       

                    	
                      Each Mortgage Loan Seller (as to itself in its capacity as a sponsor (as defined in Regulation AB)

                    
	
                      Item 8:  Significant Enhancement Provider Information:

                    	
                      •          Depositor

                    


              
                Exhibit BB-3

                
                  


              

              

              

              	
                      •          Item 1114(b)(2) and Item 1115(b) of Regulation AB

                    	 

                    
	
                      Item 9:  Other Information, but only to the extent of any information that meets all the following conditions:  (a) such information constitutes “Additional Form 8‐K
                        Disclosure” pursuant to Exhibit DD, (b) such information is required to be reported as “Additional Form 8‐K Disclosure” during the period to which the Form 10‐D relates, and (c) such information was not previously reported as “Additional Form 8‐K Disclosure”.

                    	
                      •          Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD.

                      •          Certificate Administrator (including the balances of the
                          Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account as of the related Distribution Date and the preceding Distribution Date)

                      •          Master Servicer (with respect to the balances of each REO Account (to the extent
                          the related information has been received from the Special Servicer within the time period specified in Section 11.04 of the Pooling and Servicing Agreement) and the Collection Account as of the related Distribution Date and the
                          preceding Distribution Date)

                      •          Special Servicer (with respect to the balance of each REO Account as of the
                          related Distribution Date and the preceding Distribution Date)

                      •          Any other party responsible for disclosure items on Form 8‐K (including each applicable Seller with respect to Item 1100(e) of Regulation AB to the extent material to Certificateholders)

                    
	
                      Item 9:  Exhibits (no. 3):

                       

                      Limited liability company operating agreement (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

                    	
                      •          Depositor

                    
	
                      Item 9:  Exhibits (no. 4):

                       

                      With respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

                    	
                      •          Certificate Administrator

                      •          Depositor

                      
                        

                        

                        provided, in each case, that this shall in no event be construed to make such party responsible for the

                    


              
                Exhibit BB-4

                
                  


              

              

              

              	

                    	
                      initial filing of this Pooling and Servicing Agreement

                       

                      

                      provided further, in each case, that in the event any reportable agreement is executed by the Depositor and the
                        Trustee or Certificate Administrator, then the Depositor shall be the responsible party.

                    
	
                      Item 9:  Exhibits (no. 10):

                       

                      Material contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

                    	
                      •         Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to
                            which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.

                    
	
                      Item 9:  Exhibits (no. 22):

                       

                      Published Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the party that is the “Party Responsible”  with respect to Item 5
                        above elects to publish a report containing the information required by such Item 5 above and also elects to report the information on Form 10‐D by means of filing the published report and
                        answering Item 5 by referencing the published report.

                    	
                      •         The applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.

                    
	
                      Item 9:  Exhibits (no. 23):

                       

                      Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10‐D) that is incorporated by reference in the Depositor’s registration statement.

                    	
                      •         Depositor

                    
	
                      Item 9:  Exhibits (no. 24)

                       

                      Power of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10‐D, or the 	
                      •         Certificate Administrator

                    


              
                Exhibit BB-5

                
                  


              

              

              

              	
                      name of any officer signing the Form 10‐D on behalf of a party, is signed pursuant to a power of attorney.

                    	 

                    
	
                      Item 9:  Exhibits (no. 99)

                       

                      Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

                    	
                      •         Not Applicable.

                    
	
                      Item 9:  Exhibits (no. 100)

                       

                      XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

                    	
                      •         Not Applicable.

                    
	
                      Item 9:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8‐K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8‐K Disclosure” during the period to which the
                        Form 10‐D relates, and (c) such document was not previously reported as “Additional Form 8‐K Disclosure”.

                    	
                      •         Certificate Administrator, Depositor and Trustee, in each case only
                            to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that
                            none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a
                            Form 10‐K); provided, in each case, that



                          in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 9.

                    
	
                      Item 10:  Exhibits (no. 102)

                        

                        Asset Data File (Exhibit No. 102 of Item 601 of Regulation S-K).

                    	
                      [Certificate Administrator]

                      [Depositor]

                      * To be incorporated by reference from Form ABS-EE

                    
	
                      Item 10:  Exhibits (no. 103)

                        

                        Asset Related Document (Exhibit No. 103 of Item 601 of Regulation S-K).

                    	
                      [Certificate Administrator]

                      [Depositor]

                      * To be incorporated by reference from Form ABS-EE

                    


              

              

              

              

              
                Exhibit BB-6

                
                  


              

              
              

              

              EXHIBIT CC

              ADDITIONAL FORM 10‐K DISCLOSURE

              

              

              The parties identified in the “Party Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing Agreement to
                disclose to the Depositor and the Certificate Administrator any information described in the corresponding Form 10‐K Item described in the “Item on Form 10‐K”
                column to the extent such party has knowledge (and in the case of net operating income information, financial statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below,
                possession) of such information (other than information as to itself).  Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of
                the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary from the Depositor or a Mortgage Loan Seller.  Each of the Certificate
                Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no “significant obligor” other than a party or property identified as such in the Prospectus and to
                assume that no other party or property will constitute a “significant obligor” after the Cut-off Date.  In no event shall the Master Servicer or the Special Servicer be required to provide any information for inclusion in a Form 10‐K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be.  For this [__________] Pooling and
                Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or
                derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.

              

              

              	
                      Item on Form 10‐K

                    	
                      Party Responsible

                    
	
                      Item 1B:  Unresolved Staff Comments

                       

                       

                    	
                      •          Depositor

                    
	
                      Item 9B:  Other Information, but only to the extent of any information that meets all the following conditions:

                       

                      (a) such information constitutes “Additional Form 8‐K Disclosure” pursuant to Exhibit DD,

                       

                      (b) such information is required to be reported as “Additional Form 8‐K Disclosure” during the period to which the Form 10‐K
                        relates, and

                       

                      (c) such information was not previously reported as “Additional Form 8‐K Disclosure” or as “Additional Form 10‐D Disclosure”

                    	
                      •          Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is the “Party Responsible” with respect to such information pursuant to Exhibit DD.

                    
	
                      Item 15:  Exhibits, Financial Statement Schedules (SEE BELOW)

                    	
                      SEE BELOW

                    


              
                Exhibit CC-1

                
                  


              

              

              

              	
                      Instruction J(2)(b) (Significant Obligors of Pool Assets) – Part 1 of 3 Parts:

                       

                      •          Item 1112(b) of Regulation AB, but only to the extent that (i) such information was required to have
                          been set forth in the Prospectus, (ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information as “Additional Form 10‐D
                          Information”.

                       

                    	
                      •          The applicable Mortgage Loan Seller.

                       

                    
	
                      Instruction J(2)(b) (Significant Obligors of Pool Assets) – Part 2 of 3 Parts:

                       

                      •          Item 1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the
                          Prospectus and (ii) the applicable Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10‐D Information”.

                       

                    	
                      •          The Depositor

                    


              
                Exhibit CC-2

                
                  


              

              

              

              	
                      Instruction J(2)(b) (Significant Obligors of Pool Assets) – Part 3 of 3 Parts:

                       

                      •          Item 1112(b) of Regulation AB; provided, however, that all of the following conditions
                          shall apply:

                       

                      (a) information shall be required to be reported only with respect to a party or property (if any) identified as a “significant obligor” in the Prospectus;

                       

                      (b) the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls of the related Mortgaged Property or REO Property (as applicable), and quarterly
                        and annual financial statements of the related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible” pursuant to its obligations under Section 3.12(b) of this Pooling and Servicing
                        Agreement; provided, however, that for a significant obligor described under Item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and interim period is required and, if such
                        information for a prior period was required but not previously reported, such information for such prior period; and

                       

                      (c) the information shall be reportable only to the extent that is has not previously been reported as “Additional Form 10‐D Information”.

                       

                    	
                      •         Master Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

                       

                      •         Special Servicer (as to REO Properties)

                    
	
                      Instruction J(2)(c) (Significant Enhancement Provider Information):

                       

                      •          Items 1114(b)(2) and 1115(b) of Regulation AB

                       

                    	
                       

                        

                       

                        

                      •          Depositor

                    


              
                Exhibit CC-3

                
                  


              

              

              

              	
                      Instruction J(2)(d) (Legal Proceedings):

                       

                      •          Item 1117 of Regulation AB (it being acknowledged that such Item
                            1117 requires disclosure only of proceedings described therein that are material to security holders)

                    	
                      •          Master Servicer (as to itself)

                       

                      •          Special Servicer (as to itself)

                       

                      •          Certificate Administrator (as to itself)

                       

                      •          Trustee (as to itself)

                       

                      •          Depositor (as to itself)

                       

                      •          Trustee/Certificate Administrator /Master Servicer/Depositor/Special Servicer as to the Trust
                          (whichever of them is in principal control of the proceedings)

                       

                      •          Each Mortgage Loan Seller as sponsor (as defined in Regulation AB)

                       

                      •          Originators under Item 1110 of Regulation AB

                       

                      •          Party under Item 1100(d)(1) of Regulation AB

                    
	 
                      Instruction J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part 1 of 2 Parts:

                       

                      Item 1119(a) of Regulation AB,

                       

                      but only the existence and (if existent) how there is (that is, the nature of) any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the following, on the other: 
                        (1) the Depositor, (2) any Mortgage Loan Seller, (3) the Trust and (4) any other party listed under this item as a “Party Responsible”; provided, however, that an affiliation need not be disclosed for
                        purposes of the applicable Form 10‐K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10‐K Disclosure”.

                       

                      and

                       

                      •          Item 1119(b) of Regulation AB,

                       

                    	 
                      •       Master Servicer (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate Administrator, each Special Servicer or a sub-servicer retained by it
                        meeting any of the descriptions in Item 1108(a)(3)).

                      •       Special Servicer

                      •       Certificate Administrator

                      •       Trustee

                      •       Asset Representations Reviewer

                      •       Each party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of one or more Mortgage Loans, if the Prospectus specifically
                        states that the applicable Mortgage Loans were 10% or more of the assets of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible” under this item from and after the date
                        (if any) when the Depositor notifies the parties to this Agreement to the effect that such party 

                    


              
                Exhibit CC-4

                
                  


              

              

              

              	
                      but only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of
                        business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart from the Series 201[_]-[_] transaction) between itself (that is, the particular “Party Responsible”) or any of
                        its affiliates, on the one hand, and any one or more of the following, on the other:  (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however, that a relationship, agreement,
                        arrangement, transaction or understanding (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C)
                        need not be disclosed for purposes of the applicable Form 10‐K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10‐K
                        Disclosure”.

                       

                      and

                       

                      •          Item 1119(c) of Regulation AB,

                       

                      but only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 201[_]-[_] transaction or the
                        Mortgage Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the following, on the other:  (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the
                        Trust; provided, however, that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the
                        Certificates and (C) need not be disclosed for purposes of the applicable Form 10‐K if it was disclosed in the Prospectus 

                       

                    	
                       no longer constitutes an originator of 10% or more of the assets of the Trust).

                      •          Each party (other than a Mortgage Loan Seller), if any, that is specifically identified as an
                          “originator of 10% or more of the assets of the Trust for purposes of Regulation AB and the upcoming Form 10‐K” in a written notice delivered to the parties to this Pooling and Servicing
                          Agreement, which notice is delivered not later than February 15 of the year in which the Form 10‐K is due.

                      •          Each party (if any) that is identified in the Prospectus as an “other material party to the securities
                          or transaction” (or substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible” under this item from and after the date (if any) when the Depositor notifies the parties to
                          this Agreement to the effect that such party no longer constitutes a material party for purposes of Regulation AB.

                      •          Each party (if any) that that is specifically identified as an “other material party to the securities
                          or transaction for purposes of Regulation AB and the upcoming Form 10‐K” (or substantially similar phrasing) in a written notice delivered by the Depositor to the parties to this Pooling and
                          Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10‐K is due.

                    


              
                Exhibit CC-5

                
                  


              

              

              

              	
                      or if it was previously reported as “Additional Form 10‐K Disclosure”.

                       

                      

                    	 
	
                      Instruction J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part 2 of 2 Parts:

                       

                      Item 1119(a) of Regulation AB,

                       

                      But only the existence and (if existent) how there is any affiliation between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of the parties listed under the preceding




                          item as a “Party Responsible”, on the other; provided, however, that an affiliation need not be disclosed for purposes of the applicable Form 10‐K if it was disclosed in
                        the Prospectus or if it was previously reported as “Additional Form 10‐K Disclosure”.

                       

                      and

                       

                      •          Item 1119(b) of Regulation AB,

                       

                      but only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction or understanding that is entered into outside the ordinary course of
                        business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party (apart from the Series 201[_]-[_] transaction) between itself (that is, the particular “Party Responsible”), on the
                        one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other;  provided, however, that a relationship, agreement, arrangement, transaction or
                        understanding (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for
                        purposes of the applicable Form 10‐K if it was disclosed in the Prospectus or if it was 

                      

                       

                    	
                      •          The Depositor

                      •          Each Mortgage Loan Seller

                    


              

              

              
                Exhibit CC-6

                
                  


              

              

              

              	previously reported as “Additional Form 10‐K
                      Disclosure”.
                       

                      and

                       

                      •          Item 1119(c) of Regulation AB,

                       

                      but only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific relationship involving or related to the Series 201[_]-[_] transaction or the Mortgage Loans between
                        itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”, on the other; provided, however,
                        that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed
                        for purposes of the applicable Form 10‐K if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10‐K Disclosure”.

                    	 
	
                      Item 15:  Exhibits (no. 2):

                       

                      Plan of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

                    	
                      •          Depositor

                    
	
                      Item 15:  Exhibits (no. 3):

                       

                      Limited liability company operating agreement (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

                    	
                      •          Depositor

                    


              
                Exhibit CC-7

                
                  


              

              

              

              	
                      Item 15:  Exhibits (no. 4):

                       

                      With respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

                    	
                      •          Trustee

                      •          Certificate Administrator

                      •          Depositor

                       

                      provided, in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Pooling and Servicing Agreement

                      provided further, in each case, that in the event any reportable agreement is executed by the Depositor and the
                        Trustee or Certificate Administrator, then the Depositor shall be the responsible party.

                    
	
                      Item 15:  Exhibits (no. 10):

                       

                      Material contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

                    	
                      •          Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to
                            which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.

                    
	
                      Item 15:  Exhibits (no. 11):

                       

                      Statement regarding computation of per share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)

                    	
                      •          Not Applicable

                    
	
                      Item 15:  Exhibits (no. 12):

                       

                      Statement regarding computation of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)

                    	
                      •          Not Applicable.

                    
	
                      Item 15:  Exhibits (no. 13):

                       

                      Annual report to security holders, Form 10-Q and Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of Regulation S-K)

                    	
                      •          Not Applicable

                    
	
                      Item 15:  Exhibits (no. 14):

                       

                      Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

                    	
                      •          Not Applicable.

                    
	
                      Item 15:  Exhibits (no. 16):

                       

                      Letter re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)

                    	
                      •          Not Applicable

                    


              
                Exhibit CC-8

                
                  


              

              

              

              	
                      Item 15:  Exhibits (no. 18):

                       

                      Letter re change in accounting principles (Exhibit No. 18 of Item 601 of Regulation S-K)

                    	
                      •          Not Applicable.

                    
	
                      Item 15:  Exhibits (no. 21):

                       

                      Subsidiaries of registrant (Exhibit No. 18 of Item 601 of Regulation S-K)

                    	
                      •          Depositor.

                    
	
                      Item 15:  Exhibits (no. 22):

                       

                      Published Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).

                    	
                      •          Not applicable.

                    
	
                      Item 15:  Exhibits (no. 23) – Part 1 of 2 Parts:

                       

                      Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is required with respect to material (in the Form 10‐D) that is incorporated by reference in the Depositor’s registration statement and (b) the consent is not the consent of a registered public accounting firm in connection with an attestation delivered pursuant to
                        Section 11.13 of this Pooling and Servicing Agreement.

                    	
                      •          Depositor

                    
	
                      Item 15:  Exhibits (no. 23) – Part 2 of 2 Parts:

                       

                      Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent of the registered public accounting firm for purposes of any attestation
                        report rendered with respect to the particular “Party Responsible” pursuant to Section 11.13 of this Pooling and Servicing Agreement.

                    	
                      •          Master Servicer

                      •          Special Servicer

                      •          Depositor

                      •          Any other Servicing Function Participant

                       

                      provided, however, in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of such consent only to the extent that
                        such party is required to deliver or cause the delivery of the related attestation report.

                    
	
                      Item 15:  Exhibits (no. 24)

                       

                      Power of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10‐D, or the name of any officer signing the
                        Form 10‐D on behalf of a party, is signed pursuant to a power of attorney.

                    	
                      •          Certificate Administrator

                    


              
                Exhibit CC-9

                
                  


              

              

              

              	
                      Item 15:  Exhibits (no. 31(i))

                       

                      Rule 13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of Item 601 of Regulation S-K).

                    	
                      •          Not Applicable

                    
	
                      Item 15:  Exhibits (no. 31(ii))

                       

                      Rule 13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii) of Item 601 of Regulation S-K).

                    	
                      •          Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by
                          Section 11.08 (and Section 11.07) of this Pooling and Servicing Agreement.

                    
	
                      Item 15:  Exhibits (no. 32)

                       

                      Section 1350 Certifications (Exhibit No. 32 of Item 601 of Regulation S-K).

                    	
                      •          Not Applicable.

                    
	
                      Item 15:  Exhibits (no. 33)

                       

                      Report on assessment of compliance with servicing criteria for asset-backed securities  (Exhibit No. 33 of Item 601 of Regulation S-K).

                    	
                      •          Delivery of this exhibit (annual compliance assessment) is governed by Section 11.10 (and Section
                          11.07) of this Pooling and Servicing Agreement.

                    
	
                      Item 15:  Exhibits (no. 34)

                       

                      Attestation report on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation S-K).

                    	
                      •          Delivery of this exhibit (annual accountants’ attestation report) is governed by Section 11.11 (and
                          Section 11.07) of this Pooling and Servicing Agreement.

                    
	
                      Item 15:  Exhibits (no. 35)

                       

                      Servicer compliance statement (Exhibit No. 35 of Item 601 of Regulation S-K).

                    	
                      •          Delivery of this exhibit (annual servicer compliance statements) is governed by Section 11.09 (and
                          Section 11.07) of this Pooling and Servicing Agreement.

                    
	
                      Item 15:  Exhibit (no. 36)

                       

                      Certification For Shelf Offerings of Asset-Backed Securities (Exhibit No. 36 of Item 601 of Regulation S-K).

                    	
                      •          Depositor

                    
	
                      Item 15:  Exhibits (no. 99)

                       

                      Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

                    	
                      •          Not Applicable.

                    
	
                      Item 15:  Exhibits (no. 100)

                       

                      XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

                    	
                      •          Not Applicable.

                    


              
                Exhibit CC-10

                
                  


              

              

              

              	
                      Item 15:  Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:  (a) such document constitutes “Additional Form 8‐K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document is required to be reported as “Additional Form 8‐K Disclosure” during the
                        period to which the Form 10‐K relates, and (c) such document was not previously reported as “Additional Form 8‐K Disclosure”.

                    	
                      •          Certificate Administrator, Depositor and Trustee, in each case only
                            to the extent that such party is the “Party Responsible” for the exhibit pursuant to Item 9(d) of Exhibit DD (it being acknowledged that
                            none of the Master Servicer or the Special Servicer constitutes a “Party Responsible” under Exhibit DD with respect to any exhibits to a
                            Form 10‐K).

                    	 
	
                      Item 15:  Exhibit (no. 101)

                        

                        Interactive Data File (Exhibit No. 101 of Item 601 of Regulation S-K).

                    	
                      Not Applicable

                    


              

              

              

              

              
                Exhibit CC-11

                
                  


              

              
              

              

              EXHIBIT DD

              FORM 8‐K DISCLOSURE INFORMATION

              

              

              The parties identified in the “Party Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing Agreement to report
                to the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding Form 8‐K Item described in the “Item on Form 8‐K”
                column to the extent such party has knowledge of such information (other than information as to itself).  Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be
                entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary from the Depositor or a Mortgage Loan
                Seller.  Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no “significant obligor” other than a party or property identified
                as such in the Prospectus and to assume that no other party or property will constitute a “significant obligor” after the Cut-off Date.  In no event shall the Master Servicer or the Special Servicer be required to provide any information
                for inclusion in a Form 8‐K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master Servicer or Special Servicer, as the case may be.  For
                this [__________] Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit
                enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB.

              

              

              	
                      Item on Form 8‐K

                    	
                      Party Responsible

                    
	
                      Item 1.01:  Entry into a Material Definitive Agreement

                       

                    	
                      •          Depositor, except as described in the next bullet (it being
                            acknowledged that Item 601 of Regulation S-K requires filing of material contracts to which the registrant or a subsidiary thereof is a party).

                         

                      •          Certificate Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form 8‐K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed securities transaction, even
                            if the registrant is not a party to such agreement), in each case to the extent of any amendment or definitive agreement that satisfies all the following 

                    


              

              

              
                Exhibit DD-1

                
                  


              

              

              

              	 	
                      
                        
                          
                            
                               conditions:  (a) such amendment or definitive agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or
                                  definitive agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has
                                  caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.

                            

                          

                        

                      

                    
	
                      Item 1.02:  Termination of a Material Definitive Agreement– Part 1 of 2 Parts

                    	
                      •          Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to
                            which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be
                            the “Party Responsible” in connection with any amendment to this Pooling and Servicing Agreement.

                    
	
                      Item 1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts

                    	
                      •          Depositor, to the extent of any material agreement not covered in the prior item

                    
	
                      Item 1.03:  Bankruptcy or Receivership

                    	
                      •          Depositor

                    
	
                      Item 2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

                    	
                      •          Depositor

                      •          Certificate Administrator

                    
	
                      Item 3.03:  Material Modification to Rights 

                      

                    	
                      •          Certificate Administrator

                    


              
                Exhibit DD-2

                
                  


              

              

              

              	of Security Holders	 
	
                      Item 5.03:  Amendments of limited liability company operating agreement; Change of Fiscal Year

                    	
                      •          Depositor

                    
	
                      Item 6.01:  ABS Informational and Computational Material

                    	
                      •          Depositor

                    
	
                      Item 6.02 (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee

                    	
                      •          Trustee

                      •          Depositor

                    
	
                      Item 6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Master Servicer or Special Servicer

                    	
                      •          Certificate Administrator

                      •          Master Servicer or Special Servicer, as the case may be (in each case, as to itself)

                    
	
                      Item 6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed by the particular “Party
                        Responsible”.

                    	
                      •          Master Servicer

                      •          Special Servicer

                      •          Certificate Administrator

                      •          Depositor

                    
	
                      Item 6.03:  Change in Credit Enhancement or External Support

                    	
                      •          Depositor

                      •          Certificate Administrator

                    
	
                      Item 6.04:  Failure to Make a Required Distribution

                    	
                      •          Certificate Administrator

                    
	
                      Item 6.05:  Securities Act Updating Disclosure

                    	
                      •          Depositor

                    
	
                      Item 7.01:  Regulation FD Disclosure

                    	
                      •          Depositor

                    
	
                      Item 8.01:  Other Events

                    	
                      •          Depositor

                    
	
                      Item 9.01(d):  Exhibits (no. 1):

                       

                      Underwriting agreement (Exhibit No. 1 of Item 601 of Regulation S-K)

                    	
                      •          Not applicable

                    
	
                      Item 9.01(d):  Exhibits (no. 2):

                       

                      Plan of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

                    	
                      •          Depositor

                    
	
                      Item 9.01(d):  Exhibits (no. 3):

                       

                      Limited liability company operating agreement (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

                    	
                      •          Depositor

                    
	
                      Item 9.01(d):  Exhibits (no. 4):

                       

                      With respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

                    	
                      •          Certificate Administrator

                       

                      provided, in each case, that this shall in no event be construed to make such party 

                      

                    


              
                Exhibit DD-3

                
                  


              

              

              

              	 	responsible for the initial filing of this Pooling and Servicing
                      Agreement
	
                      Item 9.01(d):  Exhibits (no. 7):

                       

                      Correspondence from an independent accountant regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of Item 601 of Regulation S-K)

                    	
                      •          Not Applicable

                    
	
                      Item 9.01(d):  Exhibits (no. 14):

                       

                      Code of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

                    	
                      •          Not Applicable

                    
	
                      Item 9.01(d):  Exhibits (no. 16):

                       

                      Letter re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)

                    	
                      •          Not Applicable

                    
	
                      Item 9.01(d):  Exhibits (no. 17):

                       

                      Correspondence on departure of director (Exhibit No. 17 of Item 601 of Regulation S-K)

                    	
                      •          Not Applicable

                    
	
                      Item 9.01(d):  Exhibits (no. 20):

                       

                      Other documents or statements to security holders (Exhibit No. 20 of Item 601 of Regulation S-K)

                    	
                      •          Not Applicable

                    
	
                      Item 9.01(d):  Exhibits (no. 23):

                       

                      Consents of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material (in the Form 10‐D) that is incorporated by reference in the Depositor’s registration statement.

                    	
                      •          Depositor

                    
	
                      Item 9.01(d):  Exhibits (no. 24)

                       

                      Power of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10‐D, or the name of any officer signing the
                        Form 10‐D on behalf of a party, is signed pursuant to a power of attorney.

                    	
                      •          Certificate Administrator

                    
	
                      Item 15:  Exhibits (no. 99)

                       

                      

                    	
                      •          Not Applicable.

                    


              
                Exhibit DD-4

                
                  


              

              

              

              	
                       

                      Additional exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

                    	 

                    
	
                      Item 15:  Exhibits (no. 100)

                       

                      XBRL-Related Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

                    	
                      •          Not Applicable.

                    


              

              

              

              

              
                Exhibit DD-5

                
                  


              

              
              

              

              EXHIBIT EE

              ADDITIONAL DISCLOSURE NOTIFICATION

              

                

                **SEND VIA FAX TO [FAX] AND VIA EMAIL TO [EMAIL] AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**

              [CERTIFICATE ADMINISTRATOR], as Certificate Administrator

                [ADDRESS]

              

              

              RE:  **Additional Form [10-D][10-K][8-K] Disclosure** Required

              

              

              Ladies and Gentlemen:

              In accordance with Section [11.04] [11.05] [11.07] of the Pooling and Servicing Agreement, dated as of
                [DATE] (the “Pooling and Servicing Agreement”), by and among [DEPOSITOR], as Depositor (the “Depositor”), [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE
                ADMINISTRATOR], as Certificate Administrator, [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor, the undersigned, as [          ], hereby notifies you that certain events have
                come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].

              Description of Additional Form [10-D][10-K][8-K] Disclosure:

              List of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:

              Any inquiries related to this notification should be directed to [                       ], phone number:  [         ]; email address:  [       
                           ].

              
                
                  	 	[NAME OF PARTY],	 
	 	 	 as [role] 

                        	 
	 	 	 	 
	
                           

                          

                        	
                          By: 

                        	  

                        	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                

                

              

              cc:  [DEPOSITOR]

              
                Exhibit EE-1

                
                  


              

              
              

              

              EXHIBIT FF

              INITIAL SUB-SERVICERS

              

              

              
                	
                        1.

                      	
                        [LIST OF SUB-SERVICERS]

                      


              

              

              

              

              

              
                Exhibit FF-1

                
                  


              

              
              

              

              EXHIBIT GG

              SERVICING FUNCTION PARTICIPANTS

              

              

              

              

              
                Exhibit GG-1

                
                  


              

              
              

              

              EXHIBIT HH

              FORM OF ANNUAL COMPLIANCE STATEMENT

              CERTIFICATION

                

                

                [CERTIFICATE CAPTION] (the “Trust”)

                        I, [identifying the certifying individual], on behalf of [[MASTER SERVICER], as Master Servicer] [[SPECIAL SERVICER], as Special Servicer] [[CERTIFICATE ADMINISTRATOR], as Certificate Administrator] [[TRUSTEE], as Trustee,] (the “Certifying Servicer”), certify to
                  [DEPOSITOR] and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:

              

              

              
                	
                        1.

                      	
                        I (or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities [during the preceding calendar year] [between [__] and [__]] (the “Reporting
                            Period”) and the Certifying Servicer’s performance under the Pooling and Servicing Agreement; and

                         

                        

                      


              

              
                	
                        2.

                      	
                        To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of its obligations under the Pooling and Servicing Agreement in all material respects
                          during the Reporting Period.  [To my knowledge, the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement:  [SPECIFY EACH SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].

                      


              

              

              

              

              

              
                Date: ______________________________________

                   

              

               
              [[MASTER SERVICER], as Master Servicer]

                [[SPECIAL SERVICER], as special servicer]

                [[CERTIFICATE ADMINISTRATOR] as certificate administrator]

                [[TRUSTEE], as trustee]

               
              
                 

                

                 

                

                By:  ______________________________________

                         Name:

                         Title:

              

              
                Exhibit HH-1

                
                  


              

              
              

              

              EXHIBIT II

              FORM OF REPORT ON ASSESSMENT OF

                COMPLIANCE WITH SERVICING CRITERIA

              
                	
                        1.

                      	
                        [Name of Reporting Servicer] (the “Reporting Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122
                          of Regulation AB, as of and for the 12‐month period ending December 31, 20[__] (the “Reporting Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement.  The transactions covered by this report include
                          asset‐backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer, trustee, certificate administrator, asset representations reviewer] involving commercial mortgage loans [other than __________________1] (the “Platform”);

                      


              

              The Reporting Servicer has engaged certain vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)




                to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities
                as set forth on Schedule A;

              Except as set forth in paragraph 4 below, the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of
                Regulation AB to assess the compliance with the applicable servicing criteria;

              The criteria listed in the column titled “Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the
                Reporting Servicer based on the activities it performs, directly or through its Vendors, with respect to the Platform;

              The Reporting Servicer has complied, in all material respects, with the applicable servicing criteria as of December 31, 20[__]
                and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];

              The Reporting Servicer has not identified and is not aware of any material instance of noncompliance by the Vendors with the
                applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];

              The Reporting Servicer has not identified any material deficiency in its policies and procedures to monitor the compliance by
                the Vendors with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto]; and

              [____], a registered public accounting firm, has issued an attestation report on the Reporting Servicer’s assessment of
                compliance with the applicable servicing criteria for the Reporting Period.

              
                Exhibit II-1

                
                  


              

              

              

              1 Describe any permissible exclusions, including those
                permitted under telephone interpretation 17.04 (i.e. transactions registered prior to compliance with Regulation AB, transactions involving an offer and sale of asset‐backed securities that were not
                required to be issued), if applicable.

              

              

              [Date of Certification]

              

              

              
                
                  	 	[NAME OF REPORTING SERVICER]	 
	 	 	 

                        	 
	 	 	 	 
	
                           

                          

                        	
                          By: 

                        	  

                        	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                

                

              

              

              

              

              

              
                Exhibit II-2

                
                  


              

              
              

              

              EXHIBIT JJ

              CREFC® PAYMENT INFORMATION

              

              

              Payments shall be made to “CRE Finance Council” and sent to:

              Commercial Real Estate Finance Council, Inc.

              28 West 44th Street, Suite 815

              New York, NY 10036

              Attn: Executive Director

              

              

              or by wire transfer to:

              

              

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

              Bank Name: Chase

              Bank Address: 80 Broadway, New York, NY 10005

              Routing Number: 021000021

              Account Number: 213597397

              

              

              

              

              

              

              
                Exhibit JJ-1

                
                  


              

              
              EXHIBIT KK

              

              

              FORM OF NOTICE OF ADDITIONAL

              INDEBTEDNESS NOTIFICATION

              

              

              VIA E-MAIL:

              To: [CERTIFICATE ADMINISTRATOR], as Certificate Administrator; [EMAIL]

              

              

              Ref: [__________], Additional Debt Notice for From 10-D

              

              

              The following information is being furnished to you for inclusion on Form 10‐D pursuant to Section 3.18(g) of the Pooling and
                Servicing Agreement

              

              

              	 	
                      Portfolio Name

                    	
                      Mortgage Loan

                    	
                      Position in Debt Stack

                    	
                      Additional Debt

                    	
                      OPB

                    	
                      OPB Date

                    	
                      Appraised Value

                    	
                      Appraised Value Date

                    	
                      Aggregate LTV

                    	
                      Aggregate NCF DSCR

                    	
                      Aggregate NCF DSCR Date

                    	
                      Primary Servicer

                    	
                      Master Servicer

                    	
                      Lead Servicer

                    	
                      Prospectus ID

                    
	
                      1

                    	 	 	 	
                      $

                    	 	 	
                      $

                    	 	
                      %

                    	 	 	 	 	 	 
	 	 	 	 	
                      $

                    	 	 	
                      $

                    	 	
                      %

                    	 	 	 	 	 	 
	 	 	 	 	
                      
                        $

                      

                    	 	 	
                      $

                    	 	
                      %

                    	 	 	 	 	 	 
	 	
                      Total

                    	 	 	
                      $

                    	 	 	 	 	 	 	 	 	 	 	 
	
                      2

                    	 	 	 	
                      $

                    	 	 	
                      $

                    	 	
                      %

                    	 	 	 	 	 	 
	 	 	 	 	
                      $

                    	 	 	
                      $

                    	 	
                      %

                    	 	 	 	 	 	 
	 	 	 	 	
                      
                        $

                      

                    	 	 	
                      $

                    	 	
                      %

                    	 	 	 	 	 	 
	 	
                      Total

                    	 	 	
                      $

                    	 	 	 	 	 	 	 	 	 	 	 
	
                      3

                    	 	 	 	
                      $

                    	 	 	
                      $

                    	 	
                      %

                    	 	 	 	 	 	 
	 	 	 	 	
                      $

                    	 	 	
                      $

                    	 	
                      %

                    	 	 	 	 	 	 
	 	 	 	 	
                      
                        $

                      

                    	 	 	
                      $

                    	 	
                      %

                    	 	 	 	 	 	 
	 	
                      Total

                    	 	 	
                      $

                    	 	 	 	 	 	 	 	 	 	 	 


              

              

              

              

              

              

              

              

              
                Exhibit KK-1

                
                  


              

              
              EXHIBIT LL

              FORM OF NOTICE OF EXCHANGEABLE CERTIFICATES

                FOR THE CLASS [EC] CERTIFICATES

              

              

              [CERTIFICATE ADMINISTRATOR]

                  as Certificate Administrator

                [ADDRESS]

              

              

              Ladies and Gentlemen:

              In accordance with Section 5.09 of the Pooling and Servicing Agreement, dated as of [DATE] (the “Pooling
                  and Servicing Agreement”), by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator,
                [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor, the undersigned, as Certificateholder or Certificate Owner, we hereby give notice of our intent to present and surrender the
                [Exchangeable Certificates specified on Schedule I attached hereto] [Class EC Certificates specified on Schedule I attached hereto] and all of our right, title and interest in and to such [Exchangeable Certificates][Class [EC]
                Certificates], including all payments of interest thereon received after [_____________], in exchange for the [Class [EC] Certificates specified on Schedule I attached hereto][Exchangeable Certificates specified on Schedule I attached
                hereto]. We propose an Exchange Date of [______].

              

              

              We agree that upon such exchange, our interests in the portions of the [Exchangeable Certificates][Class EC Certificates]
                designated for exchange shall be cancelled and replaced by the [Class EC Certificates][Exchangeable Certificates] issued in exchange therefor.

              

              

              [[If Applicable] Our Depository participant number is [________].]

              

              

              Capitalized terms used in this notice but not defined herein have the meanings assigned to them in the Pooling and Servicing Agreement.

              
                
                  	 	[________________]	 
	 	 	 

                        	 
	 	 	 	 
	
                           

                          

                        	
                          By: 

                        	  

                        	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                

                

              

              

              

              
                Exhibit LL-1

                
                  


              

              SCHEDULE I

              CERTIFICATES TO BE EXCHANGED

              	
                      Certificates to be exchanged

                    	
                      CUSIP (of Certificates to be exchanged)

                    	
                      outstanding principal balance of the Initial Certificate Balance of Certificates to be exchanged

                    	
                      Certificates to be received

                    	
                      CUSIP (of Certificates to be received)

                    
	
                       

                       

                      

                    	 	 	 	 


              

              

              The Exchangeable Certificates and Class [EC] Certificates may be exchanged only in the Exchange Proportion designated in the Pooling and Servicing Agreement.

              
                Exhibit LL-2

                
                  


              

              
              

              

              EXHIBIT MM

              ADDITIONAL DISCLOSURE NOTIFICATION (ACCOUNTS)

              

              

              INSTRUCTIONS:

              

              

              FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:

              [EMAIL]

                

              

              FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**

              

              

              [CERTIFICATE ADMINISTRATOR], as Certificate Administrator

              [ADDRESS]

              

              

              RE:  **Additional Form [10-D][10-K][8-K] Disclosure** Required

              

              

              

              

              Ladies and Gentlemen:

              In accordance with Section 11.04 of the Pooling and Servicing Agreement, dated as of [DATE] (the “Pooling
                  and Servicing Agreement”), by and among [DEPOSITOR], as Depositor (the “Depositor”), [MASTER SERVICER], as Master Servicer, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [CERTIFICATE ADMINISTRATOR], as
                Certificate Administrator, [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor, the undersigned, as [          ], hereby notifies you that certain events have come to our
                attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].

              Description of Additional Form [10-D][10-K][8-K] Disclosure:

              [With respect to the Collection Account and REO Account balance information:

              	
                      Account Name

                    	
                      Beginning Balance as of

                      MM/DD/YYYY

                    	
                      Ending Balance as of

                      MM/DD/YYYY

                    
	
                      Collection Account

                    	 	 
	
                      REO Account

                    	 	 


              

              

              
                Exhibit MM-1

                
                  


              

              

              

              List of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:

              Any inquiries related to this notification should be directed to [                       ], phone number:  [         ]; email address:  [       
                           ].

              
                
                  	 	[NAME OF PARTY],	 
	 	 	 as [role] 

                        	 
	 	 	 	 
	 	 	 	 
	
                           

                          

                        	
                          By: 

                        	  

                        	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                

                

                

              

              cc:  [DEPOSITOR]

              

              

              

              

              
                Exhibit MM-2

                
                  


              

              
              EXHIBIT NN

              FORM OF TRANSFEREE NOTICE PURSUANT TO 3.23(a)

              [Date]

              [CERTIFICATE ADMINISTRATOR]

                       as Certificate Administrator

                [ADDRESS]

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION] (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of [DATE], by and among
                          [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS REVIEWER], as
                          Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor

                      


              

              This letter is delivered to you, pursuant to Section 3.23(a) of the Pooling and Servicing Agreement in
                connection with the transfer by ____________ (the “Transferor”) to us (the “Transferee”) of $__________________ original principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates. 
                The Certificates were issued pursuant to the Pooling and Servicing Agreement.

              
                	
                         

                        

                        1.

                      	
                         

                        

                        Our name and address is as follows:

                      


              

              _________________________________

              

              _________________________________ 

              _________________________________ 

              Contact Info:  [Tel/Email]

              
                	
                         

                        

                        2.

                      	
                         

                        

                        [IF APPLICABLE]  We hereby certify, represent and warrant to you, as Certificate Administrator, that we are purchasing a majority interest in the Class [__] Certificates, and that
                          we are not affiliated with the Transferor.  To the extent that any Control Termination Event or Consultation Termination Event has occurred due to a waiver of a prior Class [__] Certificateholder of its rights under the Pooling
                          and Servicing Agreement, we hereby request that you reinstate such rights and post a “special notice” on your website to the following effect:

                      


              

              “A Consultation Termination Event or a Control Termination Event has been terminated and is no longer in
                effect due to a transfer of a majority interest of the Controlling Certificates to an unaffiliated third party which has terminated any waiver by the prior Holder.

              
                Exhibit NN-1

                
                  


              

              

              

              All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in
                the Pooling and Servicing Agreement.

              
                
                  	 	Very truly yours,	 
	 	 	 
	 	 	(Transferee)	 
	 	 	 	 
	 	 	 	 
	
                           

                          

                        	
                          By: 

                        	  

                        	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                

                

                

                

                

              

               

              

              
                Exhibit NN-2

                
                  


              

              
              EXHIBIT OO

              

              

              FORM OF TRANSFEREE NOTICE OF PURCHASE OF CLASS [LOAN-SPECIFIC] CERTIFICATE

              [Date]

              [CERTIFICATE ADMINISTRATOR],

                       as Certificate Administrator

                [ADDRESS]

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION] (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of [DATE], by and among
                          [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS REVIEWER], as
                          Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor

                      


              

              This letter is delivered to you, pursuant to Section 3.31(c) of the Pooling and Servicing Agreement in
                connection with the transfer by ____________ (the “Transferor”) to us (the “Transferee”) of $__________________ original principal balance in the Class [__] Certificates, representing [_____]% of the Class [__] Certificates. 
                The Certificates were issued pursuant to the Pooling and Servicing Agreement.

              
                	
                         

                        

                        1.

                      	
                         

                        

                        Our name and address is as follows:

                      


              

              _________________________________

              

              _________________________________ 

              _________________________________  

              Contact Info:  [Tel/Email]

              
                	
                         

                        

                        2.

                      	
                         

                        

                        [IF APPLICABLE]  We hereby certify, represent and warrant to you, as Certificate Administrator, that we are purchasing a majority interest in the Class [__] Certificates.

                      


              

              

              

              All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in
                the Pooling and Servicing Agreement.

              
                Exhibit OO-1

                
                  


              

              

              

              
                
                  	 	Very truly yours,	 
	 	 	 
	 	 	(Transferee)	 
	 	 	 	 
	 	 	 	 
	
                           

                          

                        	
                          By: 

                        	  

                        	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                

                

              

              

              

              
                Exhibit OO-2

                
                  


              

              
              

              

              EXHIBIT PP

              ASSET REVIEW REPORT

              [FORM OF ASSET REVIEW REPORT]

              

              

              
                Exhibit PP-1

                
                  


              

              
              

              

              EXHIBIT QQ

              FORM OF ASSET REVIEW REPORT SUMMARY

              [FORM OF ASSET REVIEW REPORT SUMMARY]

              

              

              
                Exhibit QQ-1

                
                  


              

              
              

              

              EXHIBIT RR

              ASSET REVIEW PROCEDURES

              This Exhibit sets forth Asset Reviewer’s review procedures for each Delinquent Mortgage
                Loan [item/representation category] listed below based on the Servicing File delivered by the Master Servicer and/or Special Servicer as applicable for an Asset Review.  Capitalized terms used herein and not defined herein shall have the
                meanings ascribed to them in the Agreement.  [Review Procedures to be Negotiated with Operating Advisor for Securitization Transaction]

              
                Exhibit RR-1

                
                  


              

              
              

              

              EXHIBIT SS

              FORM OF CERTIFICATION TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM

              [CERTIFICATE ADMINISTRATOR ADDRESS]

              Attention:          [CERTIFICATE




                  CAPTION]

                        In accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling
                  and Servicing Agreement dated as of [DATE], by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as
                  Trustee, [ASSET REPRESENTATIONS REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:

              1.          The undersigned is
                  an authorized representative of the [Asset Representations Reviewer][Depositor].

              2.          The undersigned
                  acknowledges and agrees that (a) access to the Secure Data Room is being granted to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing Agreement (b) it will not disseminate or otherwise
                  make information contained on the Secure Data Room available to any other person except in accordance with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it will only access information
                  relating to the Mortgage Loans to which the Asset Review relates.

              3.          The undersigned
                  agrees that each time it accesses the Secure Data Room, the undersigned is deemed to have recertified that the representations above remains true and correct.

              4.          [The undersigned is
                  not a Certificateholder, a beneficial owner or a prospective purchaser of any Certificate.]*

                        BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or
                  shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.

              

              

              

              *          Required to the extent that a party
                  other than the Asset Representations Reviewer is identified by the Depositor as needing access to the Secure Data Room.

              
                Exhibit SS-1

                
                  


              

              

              

              
                
                  	 	[NAME OF PARTY],	 
	 	 	 as [Role]	 
	 	 	 	 
	 	 	 	 
	
                           

                          

                        	
                          By: 

                        	  

                        	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                

                

                

              

              Dated:  _______________________

              

              

              

              

              [[DEPOSITOR],

                as Depositor]*

               

                

               

              

              By:  ______________________________________

                       Name:

                       Title: 

              

              

              
                Exhibit SS-2

                
                  


              

              
              

              

              EXHIBIT TT

              FORM OF NOTICE OF [ADDITIONAL DELINQUENT LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW
                TRIGGER]

              [Date]

              [SERVICER ADDRESS]

                [OPERATING ADVISOR ADDRESS]

              Attention:          [CERTIFICATE




                  CAPTION]

                        In accordance with Section 12.01(a) of the Pooling and Servicing Agreement dated as of
                  [DATE], by and among [DEPOSITOR], as Depositor, [MASTER SERVICER], as Master Servicer, [CERTIFICATE ADMINISTRATOR], as Certificate Administrator, [SPECIAL SERVICER], as Special Servicer, [TRUSTEE], as Trustee, [ASSET REPRESENTATIONS
                  REVIEWER], as Asset Representations Reviewer, and [OPERATING ADVISOR], as Operating Advisor hereby notifies you that as of [RELATED DISTRIBUTION DATE]:

              

              

              
                	
                        1.

                      	
                        _____          An additional Mortgage Loan has become a Delinquent Loan.

                         

                          

                      


              

              
                	
                        2.

                      	
                        _____          A Mortgage Loan has ceased to be a Delinquent Loan.\

                         

                          

                      


              

              
                	
                        3.

                      	
                        _____          An Asset Review Trigger has ceased to exist.

                      


              

              (check all that apply)

                        Capitalized terms used but not defined herein have the respective meanings given to them in the Pooling
                  and Servicing Agreement.

              

              

              
                
                  	 	[CERTIFICATE ADMINISTRATOR]	 
	 	 	 	 
	 	 	 	 
	
                           

                          

                        	
                          By: 

                        	  

                        	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                

                

              

              

              

              
                Exhibit TT-1

                
                  


              

              
              

              

              EXHIBIT UU

              CERTIFICATE ADMINISTRATOR RECEIPT OF THE RISK RETENTION CERTIFICATES

              [Date]

              [DEPOSITOR ADDRESS]

                [RETAINING SPONSOR ADDRESS]

              
                	
                        Re:

                      	
                        [CERTIFICATE CAPTION]

                      


              

                        In accordance with Section 5.02(e) of the Pooling and Servicing Agreement, dated as of
                  [DATE] (the “Agreement”), the Certificate Administrator hereby acknowledges receipt of $[_] of the Class [_] Certificates (CUSIP No. [_]) in the form of Definitive Certificates, for the benefit of [NAME OF RETAINING PARTY][FOR THIRD PARTY
                  PURCHASER ONLY:, the initial Third Party Purchaser].  A copy of such Certificates is attached as Exhibit A-1.

                        Capitalized terms used but not defined herein shall the respective meanings set forth
                  in the Agreement.

              
                
                  	 	[CERTIFICATE ADMINISTRATOR]	 
	 	 	 	 
	 	 	 	 
	
                           

                          

                        	
                          By: 

                        	  

                        	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 


                

                

              

              
                Exhibit UU-1

                
                  


              

              

              

              Exhibit A-1

              

              

              
                Exhibit UU-2

                
                  


              

              
              SCHEDULE 1

              MORTGAGE LOANS WITH ADDITIONAL DEBT

              

              

              

              

              
                Schedule 1-1

                
                  


              

              
              

              

              SCHEDULE 2

              CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE

              See Annex [__] to the Prospectus.

              

              

              
                Schedule 2-1

                
                  


              

              
              

              

              SCHEDULE 3

              MORTGAGE LOANS WITH “PERFORMANCE”, “EARN-OUT” OR “HOLDBACK” ESCROWS OR RESERVES EXCEEDING 10% OF THE INITIAL
                PRINCIPAL BALANCE

              

              

            

            

            

          

          Schedule 3-1